<PAGE>
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 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 35 [X]
--
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 27 [X]
--
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SELIGMAN CASH MANAGEMENT FUND, INC.
(Exact name of registrant as specified in charter)
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100 PARK AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive offices)
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Registrant's Telephone Number: 212-850-1864 or
Toll Free: 800-221-2450
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THOMAS G. ROSE, Treasurer
100 Park Avenue
New York, New York 10017
(Name and address of agent for service)
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It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant [ ] on (date) pursuant to paragraph (a)(1)
to paragraph (b)
[X] on April 28, 2000 pursuant [ ] 75 days after filing pursuant to
to paragraph (b) paragraph (a)(2)
[ ] 60 days after filing pursuant to [ ] on (date) pursuant to paragraph
paragraph (a)(1) (a)(2) 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.
<PAGE>
S E L I G M A N
- ------------------
CASH MANAGEMENT
FUND, INC.
The Securities and Exchange Commission has neither approved nor disapproved this
Fund, and it has not determined the prospectus to be accurate or adequate. Any
representation to the contrary is a criminal offense.
An investment in this Fund or any other fund cannot provide a complete
investment program. The suitability of an investment in the Fund should be
considered based on the investment objectives, strategies and risks described in
this Prospectus, considered in light of all of the other investments in your
portfolio, as well as your risk tolerance, financial goals and time horizons. We
recommend that you consult your financial advisor to determine if this Fund is
suitable for you.
TXCMI 5/2000
[GRAPHIC]
PROSPECTUS
MAY 1, 2000
______
A Money Market
Mutual Fund Seeking to
Preserve Capital and to
Maximize Liquidity and
Current Income
managed by
[LOGO]
J. & W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1864
<PAGE>
Table of Contents
The Fund
Investment Objectives 1
Principal Investment Strategies 1
Principal Risks 2
Past Performance 3
Fees and Expenses 4
Management 5
Shareholder Information
Deciding Which Class of Shares to Buy 6
Pricing of Fund Shares 8
Opening Your Account 8
How to Buy Additional Shares 9
How to Exchange Shares Among
the Seligman Mutual Funds 9
How to Sell Shares 10
Important Policies That May Affect
Your Account 11
Dividend Distributions 12
Taxes 12
The Seligman Mutual Funds 13
Financial Highlights 15
How to Contact Us 17
For More Information back cover
T I M E S C H A N G E ... V A L U E S E N D U R E
<PAGE>
The Fund
Investment Objectives
The Fund's investment objectives are to preserve capital and to maximize
liquidity and current income.
Principal Investment Strategies
The Fund uses the following principal investment strategies to seek its
investment objectives:
The Fund invests in US dollar-denominated high-quality money market
instruments. Such instruments include obligations of the US Treasury, its
agencies or instrumentalities, obligations of domestic and foreign banks (such
as certificates of deposit and fixed time deposits), commercial paper and
short-term corporate debt securities, and repurchase agreements with respect to
these types of instruments.
The Fund will invest only in US dollar-denominated securities having a
remaining maturity of 13 months (397 days) or less and will maintain a US
dollar-weighted average portfolio maturity of 90 days or less.
In seeking to maintain a constant net asset value of $1.00, the Fund will limit
its investments to securities that, in accordance with guidelines approved by
the Fund's Board of Directors, present minimal credit risk. Accordingly, the
Fund will only purchase US Government securities, or securities rated in one of
the two highest rating categories assigned to short-term debt securities by at
least two nationally recognized statistical rating organizations (such as
Moody's Investors Service (Moody's) or Standard & Poor's Ratings Services
(S&P)), or if not so rated, determined to be of comparable quality.
Determination of quality is made at the time of investment, in accordance with
procedures approved by the Fund's Board of Directors. The investment manager
continuously monitors the quality of the Fund's investments. If the quality of
an investment declines, the Fund may, in certain limited circumstances,
continue to hold it.
Currently, the Fund invests only in US Government securities and in 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
rating category by two rating organizations. The Fund may not invest more than
the greater of 1% of its total assets or $1,000,000 in any one security in the
second rating category.
The Fund may change its principal strategies if the Fund's Board of Directors
believes doing so is consistent with the Fund's investment objectives. The
Fund's objectives may be changed only with shareholder approval.
There is no guarantee that the Fund will achieve its objectives.
1
<PAGE>
Principal Risks
An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund.
Yield and total return of the Fund will fluctuate with fluctuations in the
yields of the securities held by the Fund. In periods of declining interest
rates, the yields of the securities held by the Fund will tend to be somewhat
higher than prevailing market rates, and in periods of rising interest rates,
the yields of securities held by the Fund will tend to be lower than market
rates. Additionally, when interest rates are falling, the inflow of new money
to the Fund from sales of its shares will likely be invested in securities
producing lower yields than the balance of the Fund's assets, reducing the
current yield of the Fund. In periods of rising interest rates, the opposite
may be true.
Repurchase agreements in which the Fund may invest could involve certain risks
in the event of default by the seller, including possible delays and expenses
in liquidating the securities underlying the agreement, decline in the value of
the underlying securities and loss of interest.
Investments in foreign banks and foreign branches of US banks involve certain
risks not generally associated with investments in US banks. While US banks and
US branches of foreign banks are required to maintain certain reserves and are
subject to other regulations, these requirements and regulations may not apply
to foreign banks or foreign branches of US banks. Investments in foreign banks
or foreign branches may also be subject to other risks, including political or
economic developments, the seizure or nationalization of foreign deposits and
the establishments of exchange controls or other restrictions.
2
<PAGE>
Past Performance
The Fund offers four Classes of shares. The information in the bar chart
provides some indication of the risks of investing in the Fund by showing how
the performance of Class A shares has varied year to year.
The following performance information is designed to assist you in comparing
the returns of the Fund with the returns of other mutual funds. How the Fund
has performed in the past, however, is not necessarily an indication of how the
Fund will perform in the future. Total returns will vary between each Class of
shares due to the different fees and expenses of each Class.
The average annual total returns presented in the table below the bar chart
reflect the effect of any applicable sales charges. Both the bar chart and the
table assume that all dividends were reinvested.
Class A Annual Total Returns
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
7.53% 5.53% 3.10% 2.40% 3.46% 5.18% 4.71% 4.80% 4.59% 4.30%
Best quarter returns: 1.89% - quarter ended 6/30/90.
Worst quarter returns: 0.58% - quarter ended 3/31/93.
Average Annual Total Returns - Periods Ended 12/31/99
<TABLE>
<CAPTION>
CLASS B CLASS C CLASS D
SINCE SINCE SINCE
ONE FIVE TEN INCEPTION INCEPTION INCEPTION
YEAR YEARS YEARS 4/22/96 5/27/99* 5/3/93
----- ----- ----- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Class A 4.30% 4.72% 4.55% -- -- --
Class B -1.75 n/a n/a 2.79% -- --
Class C n/a n/a n/a -- 1.15% --
Class D 2.25 3.67 n/a -- -- 3.15%
</TABLE>
* Total returns for periods of less than one year are not annualized.
The Fund's Class A shares' 7-day yield as of December 31, 1999 was 4.30%.
To obtain the Fund's current 7-day yield, you may call (800) 622-4597.
3
<PAGE>
Fees and Expenses
The table below summarizes the fees and expenses that you may pay as a
shareholder of the Fund. Each Class of shares has its own sales charge schedule
and is subject to different ongoing 12b-1 fees. Shareholder fees are charged
directly to your account. Annual fund operating expenses are deducted from Fund
assets and are therefore paid indirectly by you and other shareholders of the
Fund.
<TABLE>
<CAPTION>
Shareholder Fees Class A Class B Class C Class D
- ---------------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) on Purchases
(as a % of offering price)............... none(/1/) none none none
Maximum Contingent Deferred Sales Charge
(Load) (CDSC) on Redemptions (as a % of
original purchase price or current net
asset value, whichever is less).......... none(/1/) 5% 1% 1%
Annual Fund Operating Expenses for 1999
- ---------------------------------------
(as a percentage of average net assets)
Management Fees (/2/)..................... .39% .39% .39% .39%
Distribution and/or Service (12b-1) Fees.. 0 (/3/) 1.00% .67% 1.00%
Other Expenses............................ .27% .27% .27% .27%
---- ----- ----- -----
Total Annual Fund Operating Expenses...... .66% 1.66% 1.33% 1.66%
==== ===== ===== =====
</TABLE>
(/1/) If your Class A shares were acquired by an exchange of shares from
another Seligman mutual fund on which you did not pay an initial sales charge
due to the size of your purchase, your shares will be subject to a 1% CDSC if
sold within 18 months of when you originally purchased the shares of the other
fund.
(/2/) Effective January 25, 1999, Seligman agreed to reduce its management fee
temporarily by .10% of the Fund's average daily net assets. The table does not
reflect this reduction. The actual management fee paid by the Fund to Seligman
for the year ended December 31, 1999 was equal to an annual rate of .30% of
the Fund's average daily net assets. There is no assurance that Seligman will
continue this policy in the future.
(/3/) Class A shares are subject to a service fee of .25%; however, the fee
will not be charged at least through April 30, 2001.
Example
Management Fees:
Fees paid out of Fund This example is intended to help you compare the
assets to the expenses of investing in the Fund with the
investment manager to expenses of investing in other mutual funds. It
compensate it for assumes (1) you invest $10,000 in the Fund for
managing the Fund. each period and then sell all of your shares at
the end of that period, (2) your investment has
a 5% return each year, and (3) the Fund's
operating expenses remain the same. Although
your actual expenses may be higher or lower,
based on these assumptions your expenses would
be:
<TABLE>
<CAPTION>
12b-1 Fees:
Fees paid by each
Class, pursuant to a 1 Year 3 Years 5 Years 10 Years
plan adopted by the ------ ------- ------- --------
Fund under Rule 12b-1 <S> <C> <C> <C> <C>
of the Investment Class A $ 67 $211 $ 368 $ 822
Company Act of 1940. Class B 669 823 1,102 1,698+
The plan allows each Class C 235 421 729 1,601
Class to pay Class D 269 523 902 1,965
distribution and/or
service fees for the
sale and distribution
of its shares and for
providing services to
shareholders.
</TABLE>
<TABLE>
Other Expenses:
If you did not sell your shares at the end of
Miscellaneous expenses each period, your expenses would be:
of running the Fund,
including such things 1 Year 3 Years 5 Years 10 Years
as transfer agency, ------ ------- ------- --------
registration, custody, <S> <C> <C> <C> <C>
auditing and legal Class A $ 67 $211 $368 $ 822
fees. Class B 169 523 902 1,698+
Class C 135 421 729 1,601
Class D 169 523 902 1,965
+ Class B shares will automatically convert to
Class A shares after eight years.
</TABLE>
4
<PAGE>
Management
The Fund's Board of Directors provides broad supervision over the affairs of
the Fund.
J. & W. Seligman & Co. Incorporated (Seligman), 100 Park Avenue, New York, New
York 10017, is the manager of the Fund. Seligman manages the investment of the
Fund's assets, including making purchases and sales of portfolio securities
consistent with the Fund's investment objectives and strategies, and
administers the Fund's business and other affairs.
Established in 1864, Seligman currently serves as manager to 20 US registered
investment companies, which offer more than 50 investment portfolios with
approximately $30 billion in assets as of March 31, 2000. Seligman also
provides investment management or advice to institutional or other accounts
having an aggregate value at March 31, 2000, of approximately $12 billion.
The Fund pays Seligman a fee for its management services. The fee rate equals a
percentage of the daily net assets of the Fund. The rate is calculated on a
sliding scale of 0.45% to 0.375% based on the average daily net assets of all
US registered investment companies managed by Seligman. Seligman, at its
discretion, reduced its management fee temporarily by .10% of the Fund's
average daily net assets. For the year ended December 31, 1999, the management
fee paid by the Fund to Seligman was equal to an annual rate of .30% of the
Fund's average daily net assets.
Affiliates of Seligman:
Seligman Advisors, Inc.:
The Fund's general
distributor; responsible
for accepting orders for
purchases and sales of Fund
shares.
Seligman Services, Inc.:
A limited purpose
broker/dealer; acts as the
broker/dealer of record for
shareholder accounts that
do not have a designated
broker or financial
advisor.
Seligman Data Corp. (SDC):
The Fund's shareholder
service agent; provides
shareholder account
services to the Fund at
cost.
5
<PAGE>
Shareholder Information
Deciding Which Class of Shares to Buy
Each of the Fund's Classes represents an interest in the same portfolio of
investments. However, each Class has its own sales charge schedule, and its
ongoing 12b-1 fees may differ from other Classes. You may purchase Class B,
Class C or Class D shares of the Fund only by exchanging shares of the same
class of another Seligman mutual fund or through your broker or financial
advisor to facilitate periodic investments in the same class of shares of
other Seligman mutual funds.
When deciding which Class of shares to purchase, you should consider, among
other things:
. If you would like to participate in a periodic investment program.
. How long you plan to remain invested in the Fund, or another Seligman
mutual fund.
. Whether you may be eligible for reduced or no sales charges when you sell
shares of the Fund.
Your financial advisor will be able to help you decide which Class of shares
best meets your needs.
Class A
. No initial sales charge on purchases. You will be subject to an initial
sales charge when you exchange Class A shares of the Fund for Class A
shares of another Seligman mutual fund.
. Annual 12b-1 fee (for shareholder services) of up to 0.25%. This fee is
currently not being charged through April 30, 2001.
. A 1% CDSC when you sell Class A shares that were acquired by exchange of
Class A shares of another Seligman mutual fund purchased within the past
18 months at net asset value due to the size of the purchase.
Class B
. No initial sales charge on purchases.
. A declining CDSC on shares sold within 6 years of purchase:
<TABLE>
<CAPTION> Your purchase of Class B
Years Since Purchase CDSC shares must be for less than
-------------------- ---- $250,000, because if you
<S> <C> invest $250,000 or more, you
Less than 1 year 5% will pay less in fees and
1 year or more but less than 2 years 4 charges if you buy another
2 years or more but less than 3 Class of shares.
years 3
3 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
</TABLE>
. Annual 12b-1 fee (for distribution and shareholder services) of 1.00%.
. Automatic conversion to Class A shares after eight years, resulting in
lower ongoing 12b-1 fees.
. No CDSC when you sell shares purchased with reinvested dividends.
6
<PAGE>
Class C
. No initial sales charge on purchases. You will be subject to an initial
sales charge when you exchange Class C shares of the Fund for Class C
shares of another Seligman mutual fund.
. No CDSC on shares purchased through your broker or financial advisor. You
will be subject to a 1% CDSC when you sell Class C shares of the Fund that
you acquired by exchange of Class C shares of another fund if the sale
occurs within 18 months of your original purchase.
. Annual 12b-1 fee (for distribution and shareholder services) of up to
1.00%.
. No automatic conversion to Class A shares, so you will be subject to
higher ongoing 12b-1 fees indefinitely.
. No sales charge on reinvested dividends.
. No CDSC when you sell shares purchased with reinvested dividends.
Class D*
. No initial sales charge on purchases.
. A 1% CDSC on shares sold within one year of purchase.
. Annual 12b-1 fee (for distribution and shareholder services) of 1.00%.
. No automatic conversion to Class A shares, so you will be subject to
higher ongoing 12b-1 fees indefinitely.
. No CDSC when you sell shares purchased with reinvested dividends.
* Class D shares are not available to all investors. You may purchase Class
D shares only (1) if you already own Class D shares of the Fund or
another Seligman mutual fund, (2) if your financial advisor of record
maintains an omnibus account at SDC, or (3) pursuant to a 401(k) or other
retirement plan program for which Class D shares are already available or
for which the sponsor requests Class D shares because the sales charge
structure of Class D shares is comparable to the sales charge structure
of the other funds offered under the program.
Because the Fund's 12b-1 fees are paid out of each Class's assets on an
ongoing basis, over time these fees will increase your investment expenses
and may cost you more than other types of sales charges.
The Fund's Board of Directors believes that no conflict of interest currently
exists between the Fund's Class A, Class B, Class C and Class D shares. On an
ongoing basis, the Directors, in the exercise of their fiduciary duties under
the Investment Company Act of 1940 and Maryland law, will seek to ensure that
no such conflict arises.
How CDSCs Are Calculated
To minimize the amount of the CDSC you may pay when you sell your shares, the
Fund assumes that shares acquired through reinvested dividends (which are not
subject to a CDSC) are sold first. Shares that have been in your account long
enough so they are not subject to a CDSC are sold next. After these shares
are exhausted, shares will be sold in the order they were purchased (oldest
to youngest). The amount of any CDSC that you pay will be based on the
shares' original purchase price or current net asset value, whichever is
less.
You will not pay a CDSC when you exchange shares of the Fund to buy the same
class of shares of any other Seligman mutual fund. For the purpose of
calculating the CDSC when you sell Class A, Class B or Class D shares that
you acquired by exchanging shares of the Fund, it will be assumed that you
held the shares since the date you purchased the shares of the Fund. When you
sell Class C shares that you acquired by exchanging Class C shares of the
Fund, it will be assumed that you held the shares since the date you
purchased shares of the other fund.
7
<PAGE>
Pricing of Fund Shares
When you buy or sell shares, you do so at the Class's net asset value (NAV)
next calculated after Seligman Advisors accepts your request. Purchase or sale
orders received by an authorized dealer or financial advisor by the close of
regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m.
Eastern time) and accepted by Seligman Advisors before the close of business
(5:00 p.m. Eastern time) on the same day will be executed at the Class's NAV
calculated as of the close of regular trading on the NYSE on that day. Your
broker/dealer or financial advisor is responsible for forwarding your order to
Seligman Advisors before the close of business.
NAV: If your buy or sell order is received by your
Computed broker/dealer or financial advisor after the close of
separately for regular trading on the NYSE, or is accepted by Seligman
each Class by Advisors after the close of business, the order will be
dividing that executed at the Class's NAV calculated as of the close
Class's share of of regular trading on the next NYSE trading day. When
the net assets of you sell shares, you receive the Class's per share NAV,
the Fund (i.e., less any applicable CDSC.
its assets less
liabilities) by The NAV of the Fund's shares is determined each day,
the total number Monday through Friday, on days that the NYSE is open for
of outstanding trading.
shares of the
Class.
The Fund seeks to maintain a constant NAV of $1.00 per share. In an effort to
maintain a stable net asset value, the Fund uses the amortized cost method of
valuing its securities.
Opening Your Account
The Fund's shares are sold through authorized broker/dealers or financial
advisors who have sales agreements with Seligman Advisors. There are several
programs under which you may be eligible for reduced sales charges or lower
minimum investments. Ask your financial advisor if any of these programs apply
to you. Class D shares are not available to all investors. For more
information, see "Deciding Which Class of Shares to Buy--Class D."
To make your initial investment in the Fund, contact your financial advisor or
complete an account application and send it with your check directly to SDC at
the address provided on the account application. If you do not choose a Class,
your investment will automatically be made in Class A shares.
The required minimum initial investments are: You may buy shares of the
Fund for all types of tax-
. Regular (non-retirement) accounts: $1,000 deferred retirement plans.
Contact Retirement Plan
. For accounts opened concurrently with Services at the address or
Invest-A-Check(R): phone number listed on the
$100 to open if you will be making inside back cover of this
monthly investments prospectus for information
$250 to open if you will be making and to receive the proper
quarterly investments forms.
If you buy shares by check and subsequently sell the shares, SDC will not send
your proceeds until your check clears, which could take up to 15 calendar days
from the date of your purchase.
You will be sent a statement confirming your purchase, and any subsequent
transactions in your account. You will also be sent quarterly and annual
statements detailing your transactions in the Fund and the other Seligman funds
you own under the same account number. Duplicate account statements will be
sent to you free of charge for the current year and most recent prior year.
Copies of year-end statements for prior years are available for a fee of $10
per year, per account, with a maximum charge of $150 per account. Send your
request and a check for the fee to SDC.
If you want to be able to buy, sell, or exchange shares by telephone,
you should complete an application when you open your account. This
will prevent you from having to complete a supplemental election form
(which may require a signature guarantee) at a later date.
8
<PAGE>
How to Buy Additional Shares
After you have made your initial investment, there are many options available
to make additional purchases of Fund shares. Subsequent investments must be for
$100 or more.
Shares may be purchased through your authorized financial advisor, or you may
send a check directly to SDC. Please provide either an investment slip or a
note that provides your name(s), Fund name, and account number. Unless you
indicate otherwise, your investment will be made in the Class you already own.
Send investment checks to:
Seligman Data Corp.
P.O. Box 9766
Providence, RI 02940-9766
Your check must be in US dollars and be drawn on a US bank. You may not use
third party or credit card convenience checks for investment.
You may also use the following account services to make additional investments:
Invest-A-Check(R). You may buy Fund shares electronically from a savings or
checking account of an Automated Clearing House (ACH) member bank. If your bank
is not a member of ACH, the Fund will debit your checking account by
preauthorized checks. You may buy Fund shares at regular monthly intervals in
fixed amounts of $100 or more, or regular quarterly intervals in fixed amounts
of $250 or more. If you use Invest-A-Check(R), you must continue to make
automatic investments until the Fund's minimum initial investment of $1,000 is
met or your account may be closed.
Automatic Dollar-Cost-Averaging. If you have at least $5,000 in the Fund, you
may exchange uncertificated shares of the Fund to buy shares of the same class
of another Seligman mutual fund at regular monthly intervals in fixed amounts
of $100 or more or regular quarterly intervals in fixed amounts of $250 or
more. If you exchange Class A shares or Class C shares of the Fund and you
never paid an initial sales charge on the shares, you may pay an initial sales
charge at the time of the exchange.
Automatic CD Transfer. You may instruct your bank to invest the proceeds of a
maturing bank certificate of deposit (CD) in shares of the Fund. If you wish to
use this service, contact SDC or your financial advisor to obtain the necessary
forms. Because your bank may charge you a penalty, it is not normally advisable
to withdraw CD assets before maturity.
Dividends From Other Investments. You may have your dividends from other
companies paid to the Fund. (Dividend checks must include your name, account
number, Fund name, and Class of shares.)
Direct Deposit. You may buy Fund shares electronically with funds from your
employer, the IRS, or any other institution that provides direct deposit. Call
SDC for more information.
Seligman Time Horizon MatrixSM. (Requires an initial total investment of
$10,000.) This is a needs-based investment process, designed to help you and
your financial advisor plan to seek your long-term financial goals. It
considers your financial needs, and helps frame a personalized asset allocation
strategy around the cost of your future commitments and the time you have to
meet them. Contact your financial advisor for more information.
Seligman HarvesterSM. If you are a retiree or nearing retirement, this program
is designed to help you establish an investment strategy that seeks to meet
your needs throughout your retirement. The strategy is customized to your
personal financial situation by allocating your assets to seek to address your
income requirements, prioritizing your expenses, and establishing a prudent
withdrawal schedule. Contact your financial advisor for more information.
How to Exchange Shares Among the Seligman Mutual Funds
You may sell Fund shares to buy shares of the same Class of another Seligman
mutual fund, or you may sell shares of another Seligman mutual fund to buy Fund
shares. Exchanges will be made at each fund's respective NAV. An initial sales
charge will be imposed when you exchange Class A or Class C shares of the Fund
for the same Class of shares of another Seligman mutual fund. You may be
entitled to a reduced sales charge on such exchanges in certain circumstances.
Contact your financial advisor for more information.
9
<PAGE>
Only your dividend distribution options and telephone services will be
automatically carried over to any new fund account. If you wish to carry over
any other account options (for example, Invest-A-Check(R) or Systematic
Withdrawals) to the new fund, you must specifically request so at the time of
your exchange.
If you exchange into a new fund, you must exchange enough to meet the new
fund's minimum initial investment.
See "The Seligman Mutual Funds" for a list of the funds available for exchange.
Before making an exchange, contact your financial advisor or SDC to obtain the
applicable fund prospectus(es). You should read and understand a fund's
prospectus before investing. Some funds may not offer all classes of shares.
How to Sell Shares
The easiest way to sell Fund shares is by phone. If you have telephone
services, you may be able use this service to sell Fund shares. Restrictions
apply to certain types of accounts. Please see "Important Policies That May
Affect Your Account."
When you sell Fund shares by phone, a check for the proceeds is sent to your
address of record. If you have current ACH bank information on file, you may
have the proceeds of the sale of your Fund shares directly deposited into your
bank account (typically, 3-4 business days after your shares are sold).
If you elect the Expedited Redemption Service on your account application, you
may sell Fund shares by phone or written request without a signature guarantee
and have the proceeds wired to your designated bank account. If the proceeds
are less than $1,000 (or at your option, for any amount), a check will be
mailed to your address of record.
You may always send a written request to sell Fund shares; however, it may take
longer to get your money.
As an additional measure to protect you and the Fund, SDC may confirm written
redemption requests that are (1) for $25,000 or more, or (2) directed to be
paid to an alternate payee or sent to an address other than the address of
record, with you or your financial advisor by telephone before sending you your
money. This will not affect the date on which your redemption request is
actually processed.
You will need to guarantee your signature(s) if the proceeds are:
(1) $50,000 or more;
(2) to be paid to someone other than the account owner; or
(3) mailed to other than your address of record.
Signature Guarantee:
Protects you and the Fund
from fraud. It guarantees
that a signature is genuine.
A guarantee must be obtained
from an eligible financial
institution. Notarization by
a notary public is not an
acceptable guarantee.
If your Fund shares are represented by certificates, you will need to surrender
the certificates to SDC before you sell your shares.
You may need to provide additional documents to sell Fund shares if you are:
. a corporation;
. an executor or administrator;
. a trustee or custodian; or
. in a retirement plan.
Contact your financial advisor or SDC's Shareholder Services Department for
information on selling your shares under any of the above circumstances.
You may also use the following account services to sell Fund shares:
Systematic Withdrawal Plan. If you have at least $5,000 in the Fund, you may
withdraw (sell) a fixed dollar amount (minimum of $50) of uncertificated shares
at regular intervals. A check will be sent to you at your address of record or,
if you have current ACH bank information on file, you may have your payments
directly deposited to your predesignated bank account in 3-4 business days
after your shares are sold. If you initially bought $1,000,000 or more of Class
A shares of another Seligman mutual fund without an initial sales charge and
exchanged into Class A shares of the Fund your withdrawals may be subject to a
1% CDSC if they occur within 18 months of the original purchase. If you own
Class B shares, Class C shares acquired by exchange, or Class D shares and
reinvest your dividend distributions, you may withdraw 12%, 10%, or 10%,
respectively, of the value of your Fund account (at the time of election)
annually without a CDSC.
Check Redemption Service. If you have $2,000 in the Fund, you may ask SDC to
provide checks which may be drawn against your account in amounts of $500 or
more. You can elect this service on your initial application, or contact SDC
for the appropriate forms to establish this service. If you own Class A shares
that were bought at NAV because of the size of your purchase, or if you own
Class B shares, check redemptions may be subject to a CDSC. If you own Class D
or Class C shares, you may use this service only with respect to shares that
you have held for at least one year or eighteen months, respectively.
10
<PAGE>
Important Policies That May Affect Your Account
To protect you and other shareholders, the Fund reserves the right to:
. Refuse an exchange request if:
1. you have exchanged twice from the same fund in any three-month period;
2. the amount you wish to exchange equals the lesser of $1,000,000 or 1%
of the Fund's net assets; or
3. you or your financial advisor have been advised that previous patterns
of purchases and sales or exchanges have been considered excessive.
. Refuse any request to buy Fund shares;
. Reject any request received by telephone;
. Suspend or terminate telephone services;
. Reject a signature guarantee that SDC believes may be fraudulent;
. Close your fund account if its value falls below $500;
. Close your account if it does not have a certified taxpayer identification
number.
Telephone Services
You and your broker/dealer or financial advisor will be able to place the
following requests by telephone, unless you indicate on your account
application that you do not want telephone services:
. Sell uncertificated shares (up to $50,000 per day, payable to account
owner(s) and mailed to address of record);
. Exchange shares between funds;
. Change dividend distribution options;
. Change your address;
. Establish systematic withdrawals to address of record.
If you do not complete an account application when you open your account,
telephone services must be elected on a supplemental election form (which may
require a signature guarantee).
Restrictions apply to certain types of accounts:
. Trust accounts on which the current trustee is not listed may not sell Fund
shares by phone;
. Corporations may not sell Fund shares by phone;
. IRAs may only exchange Fund shares or request address changes by phone;
. Group retirement plans may not sell Fund shares by phone; plans that allow
participants to exchange by phone must provide a letter of authorization
signed by the plan custodian or trustee and provide a supplemental election
form signed by all plan participants.
Unless you have current ACH bank information on file, you will not be able to
sell Fund shares by phone within thirty days following an address change.
Your request must be communicated to an SDC representative. You may not request
any phone transactions via the automated access line.
You may cancel telephone services at any time by sending a written request to
SDC. Each account owner, by accepting or adding telephone services, authorizes
each of the other owners to make requests by phone. Your broker/dealer or
financial advisor representative may not establish telephone services without
your written authorization. SDC will send written confirmation to the address
of record when telephone services are added or terminated.
During times of heavy call volume, you may not be able to get through to SDC by
phone to request a sale or exchange of Fund shares. In this case, you may need
to write, and it may take longer for your request to be processed.
The Fund and SDC will not be liable for processing requests received by phone
as long as it was reasonable to believe that the request was genuine.
Reinstatement Privilege
If you sell shares and pay a CDSC, you may, within 120 calendar days, use all
or a part of the proceeds to buy shares of another Seligman mutual fund
(reinstate your investment) and be entitled to a credit for the applicable CDSC
paid. If you sell Class A or Class C shares of the Fund that were owned as a
result of an exchange of shares from another Seligman mutual fund on which an
initial sales charge was paid you will be eligible to use part or all of the
proceeds to buy shares of another Seligman mutual fund without paying an
initial sales charge. You should consult your tax advisor concerning possible
tax consequences of exercising this privilege.
11
<PAGE>
Dividend Distributions
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.
You may elect to:
(1) reinvest dividends in shares; or
Dividend: (2) receive dividends in cash.
A payment by a Your dividends will be reinvested if you do not
mutual fund, instruct otherwise or if you own Fund shares in a
usually derived Seligman tax-deferred retirement plan.
from the fund's
net investment
income
(dividends and
interest earned
on portfolio
securities less
expenses).
If you want to change your election, you may write SDC
at the address listed on the back cover of this
prospectus, or, if you have telephone services, you or
your financial advisor may call SDC. Your request must
be received by SDC before the record date to be
effective for that dividend.
Cash dividends will be sent by check to your address
Ex-dividend Date: of record or, if you have current ACH bank information
The day on on file, directly deposited into your predesignated
which any bank account within 3-4 business days from the payable
declared date.
distributions
(dividends or
capital gains)
are deducted
from a fund's
assets before
it calculates
its NAV.
Dividend distributions are reinvested to buy
additional Fund shares on the payable date using the
NAV of the ex-dividend date.
Dividends on Class B, Class C and Class D shares will
be lower than the dividends on Class A shares as a
result of their higher 12b-1 fees.
Taxes
The tax treatment of dividend distributions is the same whether you take them
in cash or reinvest them to buy additional Fund shares. Tax-deferred retirement
plans are not taxed currently on dividends.
Dividends paid by the Fund are taxable to you as ordinary income. An exchange
of Fund shares is a sale and may result in a gain or loss for federal income
tax purposes.
Each January, you will be sent information on the tax status of any
distributions made during the previous calendar year. Because each
shareholder's situation is unique, you should always consult your tax advisor
concerning the effect income taxes may have on your individual investment.
12
<PAGE>
The Seligman Mutual Funds
Equity
Specialty
- --------------------------------------------------------------------------------
Seligman Communications and
Information Fund
Seeks capital appreciation by investing in companies operating in all aspects
of the communications, information, and related industries.
Seligman Global Technology Fund
Seeks long-term capital appreciation by investing primarily in global
securities (US and non-US) of companies in the technology and technology-
related industries.
Seligman Emerging Markets Fund
Seeks long-term capital appreciation by investing primarily in equity
securities of companies in emerging markets.
Small Company
- --------------------------------------------------------------------------------
Seligman Frontier Fund
Seeks growth of capital by investing primarily in small company growth stocks.
Seligman Small-Cap Value Fund
Seeks long-term capital appreciation by investing in equities of small
companies, deemed to be "value" companies by the investment manager.
Seligman Global Smaller Companies Fund
Seeks long-term capital appreciation by investing in securities of smaller
companies around the world, including the US.
Medium Company
- --------------------------------------------------------------------------------
Seligman Capital Fund
Seeks capital appreciation by investing in the common stocks of companies with
significant potential for growth.
Large Company
- --------------------------------------------------------------------------------
Seligman Growth Fund
Seeks long-term growth of capital value and an increase in future income.
Seligman Global Growth Fund
Seeks capital appreciation by investing primarily in equity securities of
companies that have the potential to benefit from global economic or social
trends.
Seligman Large-Cap Value Fund
Seeks long-term capital appreciation by investing in equities of large
companies, deemed to be "value" companies by the investment manager.
Seligman Common Stock Fund
Seeks favorable, but not the highest, current income and long-term growth of
both income and capital, without exposing capital to undue risk.
Seligman International Growth Fund
Seeks long-term capital appreciation by investing in securities of medium- to
large-sized companies, primarily in the developed markets outside the US.
Balanced
- --------------------------------------------------------------------------------
Seligman Income Fund
Seeks high current income and improvement in capital value over the long term,
consistent with prudent risk of capital.
Fixed-Income
Income
- --------------------------------------------------------------------------------
Seligman High-Yield Bond Fund
Seeks to maximize current income by investing in a diversified portfolio of
high-yielding, high-risk corporate bonds, commonly referred to as "junk bonds."
Seligman U.S. Government Securities Fund
Seeks high current income primarily by investing in a diversified portfolio of
securities guaranteed by the US government, its agencies, or instrumentalities,
which have maturities greater than one year.
Municipal
- --------------------------------------------------------------------------------
Seligman Municipal Funds:
National Fund
Seeks maximum income, exempt from regular federal income taxes.
State-specific funds:*
Seek to maximize income exempt from regular federal income taxes and from
regular income taxes in the designated state.
<TABLE>
<S> <C> <C>
California Louisiana New Jersey
.High-Yield Maryland New York
.Quality Massachusetts North Carolina
Colorado Michigan Ohio
Florida Minnesota Oregon
Georgia Missouri Pennsylvania
South Carolina
</TABLE>
* A small portion of income may be subject to state taxes.
Money Market
- --------------------------------------------------------------------------------
Seligman Cash Management Fund
Seeks to preserve capital and to maximize liquidity and current income, by
investing only in high-quality money market securities having a maturity of 90
days or less. The fund seeks to maintain a constant net asset value of $1.00
per share.
13
<PAGE>
Asset Allocation
Seligman Time Horizon/Harvester Series, Inc. is an asset-allocation type mutual
fund. It offers four different asset allocation funds that pursue their
investment objectives by allocating their assets among other mutual funds in
the Seligman Group.
Seligman Time Horizon 30 Fund
Seeks long-term capital appreciation by creating a portfolio of mutual funds
that invests in aggressive growth-oriented domestic and international equity
securities weighted toward small- and medium-capitalization companies.
Seligman Time Horizon 20 Fund
Seeks long-term capital appreciation by creating a portfolio of mutual funds
that invests in growth-oriented domestic and international equity securities,
with a more even weighting among small-, medium- and large-capitalization
companies than Seligman Time Horizon 30 Fund.
Seligman Time Horizon 10 Fund
Seeks capital appreciation by creating a portfolio of mutual funds that invests
in small-, medium- and large-capitalization domestic and international equity
securities as well as domestic fixed-income securities.
Seligman Harvester Fund
Seeks capital appreciation and preservation of capital with current income and
growth of income by creating a portfolio of mutual funds that invests in
medium- and large-capitalization domestic and international equity securities
supplemented by a larger allocation of fixed-income securities and cash than
Seligman Time Horizon 10 Fund.
14
<PAGE>
Financial Highlights
The tables below are intended to help you understand the financial performance
of the Fund's Classes for the past five years or, if less than five years, the
period of the Class's operations. Certain information reflects financial
results for a single share of a Class that was held throughout the periods
shown. "Total return" shows the rate that you would have earned (or lost) on an
investment in the Fund, assuming you reinvested all your dividends and capital
gain distributions. Total returns do not reflect any sales charges. Deloitte &
Touche LLP, independent auditors, have audited this information. Their report,
along with the Fund's financial statements, is included in the Fund's Annual
Report, which is available upon request.
<TABLE>
<CAPTION>
CLASS A
------------------------------------------------
Year ended December 31,
------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per Share Data:*
Net asset value, beginning
of year.................... $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------
Income from investment
operations:
Net investment
income (loss) ............ 0.042 0.045 0.047 0.046 0.051
----- ----- ----- ----- -----
Total from investment
operations................. 0.042 0.045 0.047 0.046 0.051
----- ----- ----- ----- -----
Less distributions:
Dividends from net
investment income......... (0.042) (0.045) (0.047) (0.046) (0.051)
------ ------ ------ ------ ------
Total distributions......... (0.042) (0.045) (0.047) (0.046) (0.051)
------ ------ ------ ------ ------
Net asset value, end of
year....................... $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
Total Return: 4.30% 4.59% 4.80% 4.71% 5.18%
Ratios/Supplemental Data:
Net assets, end of year (in
thousands)................. $293,776 $273,427 $206,604 $208,950 $177,395
Ratio of expenses to average
net assets................. 0.57% 0.71% 0.78% 0.79% 0.86%
Ratio of net income (loss)
to average net assets...... 4.21% 4.50% 4.70% 4.61% 5.06%
Without management fee
waiver:***
Ratio of expenses to
average net assets........ 0.66%
Ratio of net income to
average net assets........ 4.12%
</TABLE>
- --------
See footnotes on page 16.
15
<PAGE>
<TABLE>
<CAPTION>
CLASS B CLASS C
------------------------------------ ---------
Year ended December 31, 4/22/96** 5/27/99**
------------------------- to to
1999 1998 1997 12/31/96 12/31/99
------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Per Share Data:*
Net asset value, beginning of
period...................... $1.000 $1.000 $1.000 $1.000 $1.000
------- ------- ------- ------ ------
Income from investment
operations:
Net investment income
(loss)..................... 0.032 0.035 0.037 0.025 0.022
------- ------- ------- ----- -----
Total from investment
operations.................. 0.032 0.035 0.037 0.025 0.022
------- ------- ------- ----- -----
Less distributions:
Dividends from net
investment income.......... (0.032) (0.035) (0.037) (0.025) (0.022)
------- ------- ------- ------ ------
Total distributions.......... (0.032) (0.035) (0.037) (0.025) (0.022)
------- ------- ------- ------ ------
Net asset value, end of
period...................... $1.000 $1.000 $1.000 $1.000 $1.000
======= ======= ======= ====== ======
Total Return: 3.26% 3.56% 3.77% 2.44% 2.15%
Ratios/Supplemental Data:
Net assets, end of period (in
thousands).................. $42,612 $24,189 $10,858 $2,493 $5,305
Ratio of expenses to average
net assets.................. 1.57% 1.71% 1.78% 1.78%+ 1.25%+
Ratio of net income (loss) to
average net assets.......... 3.21% 3.50% 3.70% 3.58%+ 3.64%+
Without management fee
waiver:***
Ratio of expenses to average
net assets................. 1.66% 1.35%+
Ratio of net income to
average net assets......... 3.12% 3.54%+
<CAPTION>
CLASS D
-----------------------------------------------
Year ended December 31,
-----------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Per Share Data:*
Net asset value, beginning of
year........................ $1.000 $1.000 $1.000 $1.000 $1.000
------- ------- ------- ------- -------
Income from investment
operations:
Net investment income
(loss)..................... 0.032 0.035 0.037 0.036 0.040
------- ------- ------- ------- -------
Total from investment
operations.................. 0.032 0.035 0.037 0.036 0.040
------- ------- ------- ------- -------
Less distributions:
Dividends from net
investment income.......... (0.032) (0.035) (0.037) (0.036) (0.040)
------- ------- ------- ------- -------
Total distributions.......... (0.032) (0.035) (0.037) (0.036) (0.040)
------- ------- ------- ------- -------
Net asset value, end of
year........................ $1.000 $1.000 $1.000 $1.000 $1.000
======= ======= ======= ======= =======
Total Return: 3.26% 3.56% 3.77% 3.67% 4.08%
Ratios/Supplemental Data:
Net assets, end of year (in
thousands).................. $29,078 $52,243 $24,110 $22,309 $14,554
Ratio of expenses to average
net assets.................. 1.57% 1.71% 1.78% 1.79% 1.90%
Ratio of net income (loss) to
average net assets.......... 3.21% 3.50% 3.70% 3.61% 4.02%
Without management fee
waiver:***
Ratio of expenses to average
net assets................. 1.66%
Ratio of net income to
average net assets......... 3.12%
</TABLE>
- --------------
* Per share amounts are calculated based on average shares outstanding.
** Commencement of offering of shares.
*** For the year ended December 31, 1999, Seligman, at its discretion, waived a
portion of its fees. There is no assurance that Seligman will continue this
policy in the future.
+ Annualized.
16
<PAGE>
How to Contact Us
<TABLE>
<S> <C> <C>
The Fund Write: Corporate Communications/
Investor Relations Department
J. & W. Seligman & Co. Incorporated
100 Park Avenue, New York, NY 10017
Phone: Toll-Free (800) 221-7844 in the US or
(212) 850-1864 outside the US
Website: http://www.seligman.com
Your Regular
(Non-Retirement)
Account Write: Shareholder Services Department
Seligman Data Corp.
100 Park Avenue, New York, NY 10017
Phone: Toll-Free (800) 221-2450 in the US or
(212) 682-7600 outside the US
Website: http://www.seligman.com
Your Retirement
Account Write: Retirement Plan Services
Seligman Data Corp.
100 Park Avenue, New York, NY 10017
Phone: Toll-Free (800) 445-1777
</TABLE>
24-hour automated telephone access is
available by dialing (800) 622- 4597 on a
touchtone telephone. You will have instant
access to price, yield, account balance, most
recent transaction, and other information.
17
<PAGE>
For More Information
The following information is available without charge upon request: Call
toll-free (800) 221-2450 in the US or (212) 682-7600 outside the US. You may
also call these numbers to request other information about the Fund or to make
shareholder inquiries.
Statement of Additional Information (SAI) contains additional information about
the Fund. It is on file with the Securities and Exchange Commission, or SEC, and
is incorporated by reference into (is legally part of) this prospectus.
Annual/Semi-Annual Reports contain additional information about the Fund's
investments. In the Fund's annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance during its last fiscal year.
SELIGMAN ADVISORS, INC.
an affiliate of
[LOGO]
J. & W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017
Information about the Fund, including the SAI, can be viewed and copied at the
SEC's Public Reference Room in Washington, DC. For information about the
operation of the Public Reference Room, call (202) 942-8090. The SAI,
Annual/Semi-Annual reports and other information about the Fund are also
available on the EDGAR Database on the SEC's Internet site: http://www.sec.gov.
Copies of this information may be obtained, upon payment of a duplicating fee,
by electronic request at the following E-mail address: [email protected], or by
writing: Securities and Exchange Commission, Public Reference Section,
Washington, DC 20549-0102.
SEC FILE NUMBER: 811 - 2650
<PAGE>
SELIGMAN CASH MANAGEMENT FUND, INC.
Statement of Additional Information
May 1, 2000
100 Park Avenue
New York, New York 10017
(212) 850-1864
Toll Free Telephone: (800) 221-2450
For Retirement Plan Information - Toll-Free Telephone: (800) 445-1777
This Statement of Additional Information (SAI) expands upon and supplements the
information contained in the current Prospectus of Seligman Cash Management
Fund, Inc., dated May 1, 2000. This SAI, although not in itself a prospectus,
is incorporated by reference into the Prospectus in its entirety. It should be
read in conjunction with the Prospectus, which you may obtain by writing or
calling the Fund at the above address or telephone numbers.
The financial statements and notes included in the Fund's Annual Report, and the
Independent Auditors' Report thereon, are incorporated herein by reference. The
Annual Report will be furnished to you without charge if you request a copy of
this SAI.
Table of Contents
-----------------
<TABLE>
<CAPTION>
<S> <C>
Fund History........................................... 2
Description of the Fund and its Investments and Risks.. 2
Management of the Fund................................. 5
Control Persons and Principal Holders of Securities.... 9
Investment Advisory and Other Services................. 10
Portfolio Transactions and Other Practices............. 15
Capital Stock and Other Securities..................... 15
Purchase, Redemption, and Pricing of Shares............ 16
Taxation of the Fund................................... 20
Underwriters........................................... 20
Calculation of Yield................................... 21
Financial Statements................................... 22
General Information.................................... 22
Appendix A............................................. 23
Appendix B............................................. 26
</TABLE>
TXCM1A
<PAGE>
Fund History
The Fund was incorporated under the laws of the state of Maryland on July 12,
1976.
Description of the Fund and its Investments and Risks
Classification
The Fund is a diversified open-end management investment company, or mutual
fund.
Investment Strategies and Risks
The following information regarding the Fund's investments and risks supplements
the information contained in the Fund's Prospectus.
The Fund will invest only in US dollar-denominated securities having a remaining
maturity of 13 months (397 days) or less and will maintain a dollar-weighted
average portfolio maturity of 90 days or less. The Fund will limit its
investments to those securities that, in accordance with guidelines adopted by
the Board of Directors, present minimal credit risks. Accordingly, the Fund
will not purchase any security (other than a US 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 (Moody's) and Standard
& Poor's Ratings Services (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 US 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. A description of the debt securities ratings appears in Appendix A.
Commercial Paper and Short-Term Corporate Debt Securities. The Fund may invest
in 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 to finance short-term credit needs. Corporate debt securities
include bonds and notes issued by corporations to finance longer-term credit
needs. Investments in commercial paper issued by bank holding companies will be
limited at the time of investment to the 100 largest US bank holding companies
in terms of assets.
Money Market Instruments. The Fund invests in high-quality money market
instruments having a remaining maturity of 13 months (397 days) or less,
including the following:
US Government, Agency and Instrumentality Obligations. These securities are
- ------------------------------------------------------
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 US Treasury Bills, notes, and bonds; others are guaranteed by
the US 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 Association. There can be no
assurance that the US Government will provide financial support to such an
agency or instrumentality if it is not obligated to do so by law.
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,
2
<PAGE>
bank notes, bankers' acceptances, fixed time deposits and commercial paper.
Investments 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 US 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.
Negotiable certificates of deposit are certificates issued against funds
deposited in a bank. They are for a definite period of time, earn a specific
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 specific rate of return. Fixed time
deposits are made in foreign branches of domestic banks and in foreign banks.
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 and US branches of foreign 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.
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 US 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.
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 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. The Fund has not loaned any portfolio securities
to date.
Except as otherwise specifically noted above, the Fund's investment strategies
are not fundamental and the Fund, with the approval of the Board of Directors,
may change such strategies without the vote of shareholders.
Fund Policies
The Fund is subject to fundamental policies that place restrictions on certain
types of investments. These policies cannot be changed except by vote of a
majority of the Fund's outstanding voting securities. Under these policies, 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;
3
<PAGE>
- - 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 US
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 US Government, its agencies or
instrumentalities, or buy more than 10% of the voting securities of any one
issuer, other than US 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 or for the purpose of hedging the Fund's obligations under its
deferred compensation plan for directors.
The Fund also may not change its investment objective without shareholder
approval.
Under the Investment Company Act of 1940, as amended (1940 Act), a "vote of a
majority of the outstanding voting securities" of the Fund means the affirmative
vote of the lesser of (l) more than 50% of the outstanding shares of the Fund;
or (2) 67% or more of the shares present at a shareholders' meeting if more than
50% of the outstanding shares are represented at the meeting in person or by
proxy.
The Fund also may not acquire any securities of a registered open-end investment
company or a registered unit investment trust in reliance on subparagraph (F) or
subparagraph (G) of Section 12(d)(1) of the 1940 Act. This policy is not
fundamental.
4
<PAGE>
Management of the Fund
Board of Directors
The Board of Directors provides broad supervision over the affairs of the Fund.
Management Information
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.
<TABLE>
<CAPTION>
Name, Principal
(Age) and Position(s) Held Occupation(s) During
Address With Fund Past 5 Years
- ----------------------- ------------------------ -----------------------------------------------------------------
<S> <C> <C>
William C. Morris* Director, Chairman of Chairman, J. & W. Seligman & Co. Incorporated, Chairman and
(62) the Board, Chief Chief Executive Officer, the Seligman Group of investment
Executive Officer and companies; Chairman, Seligman Advisors, Inc., Seligman Services,
Chairman of the Inc., and Carbo Ceramics Inc., ceramic proppants for oil and gas
Executive Committee industry; Director, Seligman Data Corp., Kerr-McGee Corporation,
diversified energy company; and Sarah Lawrence College.
Formerly, Director, Daniel Industries Inc., manufacturer of oil
and gas metering equipment.
Brian T. Zino* Director, President and Director and President, J. & W. Seligman & Co. Incorporated;
(47) Member of the Executive President (with the exception of Seligman Quality Municipal
Committee Fund, Inc. and Seligman Select Municipal Fund, Inc.) and
Director or Trustee, the Seligman Group of investment companies;
Chairman, Seligman Data Corp.; Member of the Board of Governors
of the Investment Company Institute; and Director, ICI Mutual
Insurance Company, Seligman Advisors, Inc., and Seligman
Services, Inc.
John R. Galvin Director Dean, Fletcher School of Law and Diplomacy at Tufts University;
(70) Director or Trustee, the Seligman Group of investment companies;
Tufts University Chairman Emeritus, American Council on Germany; a Governor of
Packard Avenue, the Center for Creative Leadership; Director; Raytheon Co.,
Medford, MA 02155 electronics; National Defense University; and the Institute for
Defense Analyses. Formerly, Director, USLIFE Corporation;
Ambassador, U.S. State Department for negotiations in Bosnia;
Distinguished Policy Analyst at Ohio State University and Olin
Distinguished Professor of National Security Studies at the
United States Military Academy. From June 1987 to June 1992, he
was the Supreme Allied Commander, Europe and the
Commander-in-Chief, United States European Command.
Alice S. Ilchman Director Retired President, Sarah Lawrence College; Director or Trustee,
(65) the Seligman Group of investment companies; Trustee, the
18 Highland Circle, Committee for Economic Development; and Chairman, The
Bronxville, NY 10708 Rockefeller Foundation, charitable foundation. Formerly,
Trustee, The Markle Foundation, philanthropic organization; and
Director, New York Telephone Company; and International Research
and Exchange Board, intellectual exchanges.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name, Principal
(Age) and Position(s) Held Occupation(s) During
Address With Fund Past 5 Years
- ------------------------ ----------------------- -----------------------------------------------------------------
<S> <C> <C>
Frank A. McPherson Director Retired Chairman and Chief Executive Officer of Kerr-McGee
(67) Corporation; Director or Trustee, the Seligman Group of
2601 Northwest investment companies; Director, Kimberly-Clark Corporation,
Expressway, consumer products; Conoco Inc, oil exploration and production;
Suite 805E Bank of Oklahoma Holding Company; Baptist Medical Center;
Oklahoma City, OK 73112 Oklahoma Chapter of the Nature Conservancy; Oklahoma Medical
Research Foundation; and National Boys and Girls Clubs of
America; and Member of the Business Roundtable and National
Petroleum Council. Formerly, Chairman, Oklahoma City Public
Schools Foundation; and Director, Federal Reserve System's
Kansas City Reserve Bank and the Oklahoma City Chamber of
Commerce.
John E. Merow Director Retired Chairman and Senior Partner, Sullivan & Cromwell, law
(70) firm; Director or Trustee, the Seligman Group of investment
125 Broad Street, companies; Director, Commonwealth Industries, Inc.,
New York, NY 10004 manufacturers of aluminum sheet products; the Foreign Policy
Association; Municipal Art Society of New York; the U.S. Council
for International Business; and New York-Presbyterian Hospital;
Chairman, New York-Presbyterian Healthcare Network, Inc.;
Vice-Chairman, the U.S.-New Zealand Council; and Member of the
American Law Institute and Council on Foreign Relations.
Betsy S. Michel Director Attorney; Director or Trustee, the Seligman Group of investment
(57) companies; Trustee, The Geraldine R. Dodge Foundation,
P.O. Box 719, charitable foundation. Formerly, Chairman of the Board of
Gladstone, NJ 07934 Trustees of St. George's School (Newport, RI) and, Director, the
National Association of Independent Schools (Washington, DC).
James C. Pitney Director Retired Partner, Pitney, Hardin, Kipp & Szuch, law firm;
(73) Director or Trustee, the Seligman Group of investment companies.
Park Avenue at Morris Formerly, Director, Public Service Enterprise Group, public
County, P.O. Box 1945, utility.
Morristown, NJ 07962
James Q. Riordan Director Director or Trustee, the Seligman Group of investment companies;
(72) Director, The Houston Exploration Company, oil exploration; The
2893 S. E. Ocean Brooklyn Museum, KeySpan Energy Corporation; and Public
Boulevard, Broadcasting Service; and Trustee, the Committee for Economic
Stuart, FL 34996 Development. Formerly, Co-Chairman of the Policy Council of the
Tax Foundation; Director, Tesoro Petroleum Companies, Inc. and
Dow Jones & Company, Inc.; Director and President, Bekaert
Corporation; and Co-Chairman, Mobil Corporation.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name, Principal
(Age) and Position(s) Held Occupation(s) During
Address With Fund Past 5 Years
- ----------------------- ------------------------ -----------------------------------------------------------------
<S> <C> <C>
Robert L. Shafer Director Retired Vice President, Pfizer Inc., pharmaceuticals; Director
(67) or Trustee, the Seligman Group of investment companies.
96 Evergreen Avenue, Formerly, Director, USLIFE Corporation, life insurance.
Rye, NY 10580
James N. Whitson Director Director and Consultant, Sammons Enterprises, Inc., a
(65) diversified holding company; Director or Trustee, the Seligman
6606 Forestshire Drive, Group of investment companies; Director, C-SPAN, cable
Dallas, TX 75230 television, and CommScope, Inc., manufacturer of coaxial cables.
Formerly, Executive Vice President, Chief Operating Officer,
Sammons Enterprises, Inc.
Gary S. Zeltzer Vice President and Senior Vice President, J. & W. Seligman & Co. Incorporated; Vice
(48) Portfolio Manager President and Portfolio Manager, Seligman Portfolios, Inc. and
Seligman High Income Fund, Inc.
Lawrence P. Vogel Vice President Senior Vice President, Finance, J. & W. Seligman & Co.
(43) Incorporated, Seligman Advisors, Inc., and Seligman Data Corp.;
Vice President, the Seligman Group of investment companies, and
Seligman Services, Inc.; and Vice President and Treasurer,
Seligman International, Inc. Formerly, Treasurer, Seligman
Henderson Co.
Frank J. Nasta Secretary General Counsel, Senior Vice President, Law and Regulation and
(35) Corporate Secretary, J. & W. Seligman & Co. Incorporated;
Secretary, the Seligman Group of investment companies, Seligman
Advisors, Inc., Seligman Services, Inc., Seligman International,
Inc. and Seligman Data Corp. Formerly, Secretary, Seligman
Henderson Co.
Thomas G. Rose Treasurer Treasurer, the Seligman Group of investment companies and
(42) Seligman Data Corp.
</TABLE>
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.
Directors and officers of the Fund are also directors and officers of some or
all of the other investment companies in the Seligman Group.
7
<PAGE>
<TABLE>
<CAPTION>
Compensation
Pension or Total Compensation
Aggregate Retirement Benefits from Fund and
Name and Compensation Accrued as Part of Fund Complex Paid
Position with Fund from Fund (1) Fund Expenses to Directors (1)(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
John R. Galvin, Director $1,015 N/A $82,000
Alice S. Ilchman, Director 995 N/A 80,000
Frank A. McPherson, Director 995 N/A 78,000
John E. Merow, Director 1,015 N/A 80,000
Betsy S. Michel, Director 1,015 N/A 82,000
James C. Pitney, Director 975 N/A 74,000
James Q. Riordan, Director 995 N/A 80,000
Robert L. Shafer, Director 995 N/A 80,000
James N. Whitson, Director 995(3) N/A 80,000(3)
</TABLE>
(1) For the Fund's year ended December 31, 1999. Effective January 21, 2000,
the per meeting fee for Directors was increased by $1,000, which is
allocated among all Funds in the Fund Complex.
(2) The Seligman Group of investment companies consists of twenty investment
companies.
(3) Deferred.
The Fund has a compensation arrangement under which outside directors may elect
to defer receiving their fees. The Fund has adopted a deferred compensation
plan under which a director who has elected deferral of his or her fees may
choose a rate of return equal to either (1) the interest rate on short-term
Treasury Bills, or (2) the rate of return on the shares of certain of the
investment companies advised by J. & W. Seligman & Co. Incorporated (Seligman),
as designated by the director. The cost of such fees and earnings is included
in directors' fees and expenses, and the accumulated balance thereof is included
in other liabilities in the Fund's financial statements. The total amount of
deferred compensation (including earnings) payable in respect of the Fund to Mr.
Whitson as of December 31, 1999 was $17,510.
Messrs. Merow and Pitney no longer defer current compensation; however, they
have accrued deferred compensation (including earnings) in the amounts of
$85,372 and $43,784, respectively, as of December 31, 1999.
The Fund will purchase shares of the other funds in the Seligman Group of
investment companies to hedge its obligations in connection with the Fund's
deferred compensation plan.
Code of Ethics
Seligman, Seligman Advisors, Inc. (Seligman Advisors), their subsidiaries and
affiliates, and the Seligman Group of Investment Companies have adopted a Code
of Ethics that sets forth the circumstances under which officers, directors and
employees (collectively, Employees) are permitted to engage in personal
securities transactions. The Code of Ethics 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 Seligman's Director of Compliance, and sets forth a procedure of identifying,
for disciplinary action, those individuals who violate the Code of Ethics. The
Code of Ethics prohibits Employees (including all investment team members) from
purchasing or selling any security or an equivalent security that is being
purchased or sold by any client, or where the Employee intends, or knows of
another's intention, to purchase or sell a security on behalf of a client. The
Code also prohibits all Employees from acquiring securities in a private
placement or in an initial or secondary public offering, unless an exemption has
been obtained from Seligman's Director of Compliance.
The Code of Ethics prohibits (1) 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) that the portfolio manager or investment team
manages; (2) each Employee from engaging in short-term trading (a purchase and
sale or vice-versa within 60 days); and (3) each member of an investment team
from engaging in short sales of a security if, at that time, any client managed
by
8
<PAGE>
that team has a long position in that security. Any profit realized pursuant to
any of these prohibitions must be disgorged.
Employees are required, except under very limited circumstances, to engage in
personal securities transactions through Seligman's order desk. The order desk
maintains a list of securities that may not be purchased due to a possible
conflict with clients. All Employees are also required to disclose all
securities beneficially owned by them upon commencement of employment and at the
end of each calendar year.
A copy of the Code of Ethics is on public file with, and is available upon
request from, the Securities and Exchange Commission (SEC). You can access it
through the SEC's Internet site, http://www.sec.gov.
Control Persons and Principal Holders of Securities
Control Persons
As of April 7, 2000, there was no person or persons who controlled the Fund,
either through a significant ownership of shares or any other means of control.
Principal Holders
As of April 7, 2000, the following entities owned the stated percentages of the
Fund's Class A shares, Class C shares and Class D shares of capital stock then
outstanding:
<TABLE>
<CAPTION>
Percentage of Total
Outstanding Fund
Name and Address Class Shares Held
---------------- ----- -----------
<S> <C> <C>
Seligman Advisors, Inc., Attn: Aurelia P. Lacsamana, 100 Park Avenue, New
York, New York 10017 A 8.59%
Prudential Securities Inc FBO Mr. Michael Moscone Revocable Trust,
Bloomfield, MI 48304-3525 C 10.04%
Prudential Securities Inc FBO Mr. Michael Moscone Charitable Remainder
Trust No. 2, Bloomfield, MI 48304-3525
C 7.42%
Investors Fiduciary Trust Company Custodian Suzanne Gerlach, 1151
Westcreek Lane, Westlake Village, CA 91362-5467
C 7.06%
American National Bank TTEE FBO Lincoln Group LP, 40 Skokie Blvd, Suite
105, Northbrook, IL 60062-1614 C 6.68%
Irma & Diana Todd Jt Ten, 17058 Avenue De Santa Ynez, Pacific Palisades,
CA 90272 C 5.15%
PaineWebber FBO Victor Warrant Trust, 724 S. Garfield, Hinsdale, IL 60521
D 10.08%
</TABLE>
As of the same date, there were no shareholders who owned 5% or more of the
Fund's Class B shares of capital stock then oustanding.
Management Ownership
As of April 7, 2000, Directors and officers of the Fund as a group owned 2.89%
of the then outstanding shares of the Fund's Class A shares of capital stock.
As of the same date, no Directors or officers owned shares of the Fund's Class B
shares, Class C shares or Class D shares of capital stock.
9
<PAGE>
Investment Advisory and Other Services
Investment Manager
Seligman manages the Fund. Seligman is a successor firm to an investment
banking business founded in 1864 which has thereafter provided investment
services to individuals, families, institutions, and corporations. Mr. William
C. Morris owns a majority of the outstanding voting securities of Seligman. See
Appendix B for further history of Seligman.
All of the officers of the Fund listed above are officers or employees of
Seligman. Their affiliations with the Fund and with Seligman are provided under
their principal business occupations.
As compensation for the services performed and the facilities and personnel
provided by Seligman, the Fund pays to Seligman 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 Seligman or any affiliated company acts as
investment manager or adviser (including the Fund). Effective January 25, 1999,
Seligman, at its discretion, agreed to reduce its management fee temporarily by
.10%. For the year ended December 31, 1999, the Fund paid Seligman $1,239,749,
equal to .30% per annum of its average daily net asets. For the year ended
December 31, 1998, the Fund paid Seligman $1,237,103, equal to .40% per annum of
its average daily net assets. For the year ended December 31, 1997, the Fund
paid Seligman $945,343, equal to .40% per annum of its average daily net assets.
The Fund pays all of its expenses other than those assumed by Seligman,
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 of 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 shareholders,
expenses of printing and filing reports and other documents 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 Seligman or
its affiliates, insurance premiums and extraordinary expenses such as litigation
expenses.
The Management Agreement provides that Seligman will not be liable to the Fund
for any error of judgment or mistake of law, or for any loss arising out of any
investment, or for any act or omission in performing its duties under the
Agreement, except for willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties under the Agreement.
The Management Agreement was initially approved by the Board of Directors at a
Meeting held 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 Seligman by the Fund, were approved by the
Board of Directors on January 17, 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 (i.e., 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) Seligman shall not have notified
the Fund at least 60
10
<PAGE>
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 Seligman 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 Seligman's business.
Principal Underwriter
Seligman Advisors, an affiliate of Seligman, 100 Park Avenue, New York, New York
10017, acts as general distributor of the shares of the Fund and of each of the
other mutual funds in the Seligman Group. Seligman Advisors is an "affiliated
person" (as defined in the 1940 Act) of Seligman, which is itself an affiliated
person of the Fund. Those individuals identified above under "Management
Information" as directors or officers of both the Fund and Seligman Advisors are
affiliated persons of both entities.
Services Provided by the Investment Manager
Under the Management Agreement, dated December 29, 1988, as amended May 15,
1991, subject to the control of the Board of Directors, Seligman 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. Seligman provides the
Fund with such office space, administrative and other services and executive and
other personnel as are necessary for Fund operations. Seligman pays all of the
compensation of directors of the Fund who are employees or consultants of
Seligman and of the officers and employees of the Fund. Seligman also provides
senior management for Seligman Data Corp., the Fund's shareholder service agent.
Service Agreements
There are no other management-related service contracts under which services are
provided to the Fund.
Other Investment Advice
No person or persons, other than directors, officers, or employees of Seligman,
regularly advise the Fund with respect to its investments.
Dealer Reallowances
Seligman Services, Inc. (Seligman Services), an affiliate of Seligman, is a
limited purpose broker/dealer. Seligman Services is eligible to receive
commissions from certain sales of Fund shares. For the years ended December 31,
1999 and 1998, Seligman Services received commissions in the amounts of $13,710
and $9,574, respectively. For the year ended December 31, 1997, there were no
commissions received by Seligman Services.
Rule 12b-1 Plan
The Fund has adopted an Administration, Shareholder Services and Distribution
Plan (12b-1 Plan) in accordance with Section 12(b) of the 1940 Act and Rule 12b-
1 thereunder.
Under the 12b-1 Plan, the Fund may pay to Seligman Advisors an administration,
shareholder services and distribution fee in respect of the Fund's Class A,
Class B, Class C and Class D shares. Payments under the 12b-1 Plan may include,
but are not limited to: (1) compensation to securities dealers and other
organizations (Service Organizations) for providing distribution assistance with
respect to assets invested in the Fund; (2) compensation to Service
Organizations for providing administration, accounting and other shareholder
services with respect to Fund shareholders; and (3) 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 Seligman Advisors' costs
incurred in connection with its marketing efforts with respect to shares of the
Fund. Seligman, in its sole discretion, may also make similar payments to
Seligman Advisors from its own resources, which may include the management fee
that Seligman
11
<PAGE>
receives from the Fund. Payments made by the Fund under the 12b-1 Plan are
intended to be used to encourage sales of the Fund, as well as to discourage
redemptions.
Fees paid by the Fund under the 12b-1 Plan with respect to any class of shares
may not be used to pay expenses incurred solely in respect of any other class or
any other Seligman fund. Expenses attributable to more than one class of the
Fund are allocated between the classes in accordance with a methodology approved
by the Fund's Board of Directors. Expenses of distribution activities that
benefit both the Fund and other Seligman funds will be allocated among the
applicable funds based on relative gross sales during the quarter in which such
expenses are incurred, in accordance with a methodology approved by the Board.
Class A
- --------
Under the 12b-1 Plan, the Fund, with respect to Class A shares, is permitted to
pay quarterly to Seligman Advisors a service fee at an annual rate of up to .25%
of the average daily net asset value of the Class A shares. Such payments are
not currently being made and will not be made at least until after April 30,
2000, and only upon approval of the Fund's Board of Directors. In the event
that the Board approves the payment of the fees in the future, the fees would be
used by Seligman Advisors exclusively to make payments to Service Organizations
which have entered into agreements with Seligman Advisors. Such Service
Organizations will receive from Seligman Advisors 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 maintenance of shareholder accounts. The fee payable to
Service Organizations from time to time shall, within such limits, be determined
by the Directors of the Fund. The Fund is not obligated to pay Seligman
Advisors for any such costs it incurs in excess of the fee described above. No
expense incurred in one year by Seligman Advisors with respect to Class A shares
of the Fund may be paid from Class A 12b-1 fees received from the Fund in any
other year. If the Fund's 12b-1 Plan is terminated in respect of Class A shares,
no amounts (other than amounts accrued but not yet paid) would be owed by the
Fund to Seligman Advisors with respect to Class A shares. The Fund did not make
payments under the 12b-1 Plan with respect to Class A shares during the year
ended December 31, 1999.
Class B
- -------
Under the 12b-1 Plan, the Fund, with respect to Class B shares, pays monthly a
12b-1 fee at an annual rate of up to 1% of the average daily net asset value of
the Class B shares. This fee is comprised of (1) a distribution fee equal to
.75% per annum, which is paid directly to a third party, FEP Capital, L.P., to
compensate it for having funded, at the time of sale of Class B shares (i) a 4%
sales commission to Service Organizations and (ii) a payment of up to .25% of
sales to Seligman Advisors to help defray its costs of distributing Class B
shares; and (2) a service fee of up to .25% per annum which is paid to Seligman
Advisors. The service fee is used by Seligman Advisors exclusively to make
payments to Service Organizations which have entered into agreements with
Seligman Advisors. Such Service Organizations receive from Seligman Advisors a
continuing service fee of up to .25% on an annual basis, payable quarterly, of
the average daily net assets of Class B shares attributable to the particular
Service Organization for providing personal service and/or maintenance of
shareholder accounts. The amounts expended by Seligman Advisors or FEP Capital,
L.P. in any one year upon the initial purchase of Class B shares of the Fund may
exceed the 12b-1 fees paid by the Fund in that year. The Fund's 12b-1 Plan
permits expenses incurred in respect of Class B shares in one year to be paid
from Class B 12b-1 fees received from the Fund in any other year; however, in
any year the Fund is not obligated to pay any 12b-1 fees in excess of the fees
described above. Seligman Advisors and FEP Capital, L.P. are not reimbursed for
expenses which exceed such fees. If the Fund's 12b-1 Plan is terminated in
respect of Class B shares, no amounts (other than amounts accrued but not yet
paid) would be owed by that Fund to Seligman Advisors or FEP Capital, L.P. with
respect to Class B shares. The total amount paid by the Fund in respect of
Class B shares for the year ended December 31, 1999 was $403,004, equivalent to
1% per annum of the Class B shares' average daily net assets.
12
<PAGE>
Class C
- -------
Under the 12b-1 Plan, the Fund, with respect to Class C shares, pays monthly to
Seligman Advisors a 12b-1 fee at an annual rate of up to 1% of the average daily
net asset value of the Class C shares of the Fund which were issued by an
exchange of Class C shares of another Seligman mutual fund (Exchanged Class C
shares). No 12b-1 fees are paid in respect of Class C shares of the Fund which
were issued through brokers or financial advisors. The 12b-1 fee is used by
Seligman Advisors as follows: During the first year following the original sale
of Exchanged Class C shares, a distribution fee of .75% of the average daily net
assets attributable to Exchanged Class C shares is used, along with any CDSC
proceeds on Exchanged Class C shares redeemed during the first eighteen months,
to (1) reimburse Seligman Advisors for its payment at the time of the original
sale of the Exchanged Class C shares of a 1.25% sales commission to Service
Organizations, and (2) pay for other distribution expenses, 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 other marketing costs of Seligman Advisors. In addition, during
the first year following the original sale of Exchanged Class C shares, a
service fee of up to .25% of the average daily net assets attributable to such
Class C shares is used to reimburse Seligman Advisors for its prepayment to
Service Organizations at the time of sale of the Exchanged Class C shares of a
service fee of .25% of the net asset value of the Class C shares sold (for
shareholder services to be provided to Class C shareholders over the course of
the one year immediately following the sale). The payment of service fees to
Seligman Advisors is limited to amounts Seligman Advisors actually paid to
Service Organizations at the time of sale as service fees. After the initial
one-year period following an original sale of Exchanged Class C shares, the
entire 12b-1 fee attributable to such Class C shares is paid to Service
Organizations for providing continuing shareholder services and distribution
assistance in respect of the Fund. The total amount paid by the Fund to
Seligman Advisors in respect of Class C shares for the year ended December 31,
1999 was $6,568, equivalent to 0.67% per annum of the Class C shares' average
daily net assets.
The amounts expended by Seligman Advisors in any one year with respect to Class
C shares of the Fund may exceed the 12b-1 fees paid by the Fund in that year.
The Fund's 12b-1 Plan permits expenses incurred by Seligman Advisors in respect
of Class C shares in one year to be paid from Class C 12b-1 fees in any other
year; however, in any year the Fund is not obligated to pay any 12b-1 fees in
excess of the fees described above.
As of December 31, 1999, Seligman Advisors did not incur unreimbursed expenses
in respect of the Fund's Class C shares.
If the Fund's 12b-1 Plan is terminated in respect of Class C shares of the Fund,
no amounts (other than amounts accrued but not yet paid) would be owed by the
Fund to Seligman Advisors with respect to Class C shares.
Class D
- -------
Under the 12b-1 Plan, the Fund, with respect to Class D shares, pays monthly to
Seligman Advisors a 12b-1 fee at an annual rate of up to 1% of the average daily
net asset value of the Class D shares. This fee is used by Seligman Advisors as
follows: During the first year following the sale of Class D shares, a
distribution fee of .75% of the average daily net assets attributable to such
Class D shares is used, along with any CDSC proceeds, to (1) reimburse Seligman
Advisors for its payment at the time of sale of Class D shares of a .75% sales
commission to Service Organizations, and (2) pay for other distribution
expenses, 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 other marketing costs of Seligman
Advisors. In addition, during the first year following the sale of Class D
shares, a service fee of up to .25% of the average daily net assets attributable
to such Class D shares is used to reimburse Seligman Advisors for its prepayment
to Service Organizations at the time of sale of Class D shares of a service fee
of .25% of the net asset value of the Class D shares sold (for shareholder
services to be provided to Class D shareholders over the course of the one year
immediately following the sale). The payment of service fees to Seligman
Advisors is limited to amounts Seligman Advisors actually paid to Service
Organizations at the time of sale as service fees. After the initial one-year
period following a sale of Class D shares, the entire 12b-1 fee attributable to
such Class D shares is paid to Service Organizations for providing continuing
shareholder services and distribution assistance in respect of the Fund. The
total amount paid by the Fund to Seligman Advisors in respect of Class D shares
for the year ended December 31, 1999 was $591,652, equivalent to 1% per annum of
the Class D shares' average daily net assets.
13
<PAGE>
The amounts expended by Seligman Advisors in any one year with respect to Class
D shares of the Fund may exceed the 12b-1 fees paid by the Fund in that year.
The Fund's 12b-1 Plan permits expenses incurred by Seligman Advisors in respect
of Class D shares in one year to be paid from Class D 12b-1 fees in any other
year; however, in any year the Fund is not obligated to pay any 12b-1 fees in
excess of the fees described above.
As of December 31, 1999, Seligman Advisors did not incur any unreimbursed
expenses in respect of the Fund's Class D shares.
If the Fund's 12b-1 Plan is terminated in respect of Class D shares of the Fund,
no amounts (other than amounts accrued but not yet paid) would be owed by the
Fund to Seligman Advisors with respect to Class D shares.
Payments made by the Fund under the 12b-1 Plan for the year ended December 31,
1999, were spent on the following activities in the following amounts:
<TABLE>
<CAPTION>
Class A Class B* Class C** Class D
------------------- -------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Compensation to underwriters $-0- $ -0- $6,568 $144,594
Compensation to broker/dealers $-0- $100,870 $ -0- $447,058
Other* $-0- $302,134 $ -0- $ -0-
</TABLE>
* Payment is made to FEP Capital, L.P. to compensate it for having funded at
the time of sale, payments to broker/dealers and underwriters.
** From May 27, 1999 (inception) to December 31, 1999.
The 12b-1 Plan was approved on July 16, 1992 by the Board of Directors,
including a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the operation of the 12b-1 Plan or in any agreement
related to the 12b-1 Plan (Qualified Directors) and was approved by shareholders
of the Fund at a Special Meeting of the Shareholders held on November 23, 1992.
Although the 12b-1 Plan became effective in respect of the Class A shares on
January 1, 1993, Seligman elected to waive the fee through April 30, 2000. The
12b-1 Plan was approved in respect of the Class B shares on March 21, 1996 by
the Board of Directors of the Fund, including a majority of the Qualified
Directors, and became effective in respect of the Class B shares on April 22,
1996. The 12b-1 Plan was approved in respect of the Class C shares on May 20,
1999 by the Directors, including a majority of the Qualified Directors, and
became effective in respect of the Class C shares on June 1, 1999. The 12b-1
Plan was approved in respect of the Class D shares on March 18, 1993 by the
Directors, including a majority of the Qualified Directors, and became effective
in respect of the Class D shares on May 1, 1993. The 12b-1 Plan will continue
in effect until December 31 of each year so long as such continuance is approved
annually by a majority vote of both the Directors of the Fund and the Qualified
Directors, cast in person at a meeting called for the purpose of voting on such
approval. The 12b-1 Plan may not be amended to increase materially the amounts
payable to Service Organizations with respect to a class without the approval of
a majority of the outstanding voting securities of the class. If the amount
payable in respect of Class A shares under the 12b-1 Plan is proposed to be
increased materially, the Fund will either (1) permit holders of Class B shares
to vote as a separate class on the proposed increase or (2) establish a new
class of shares subject to the same payment under the 12b-1 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 12b-
1 Plan may be made except by vote of a majority of both the Directors and the
Qualified Directors.
The 12b-1 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 12b-1 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. The
12b-1 Plan is reviewed by the Directors annually.
Seligman Services acts as a broker/dealer of record for shareholder accounts
that do not have a designated financial advisor and receives compensation
pursuant to the Fund's 12b-1 Plan for providing personal services and account
maintenance to such accounts and other distribution services. For the years
ended December 31, 1999, 1998 and 1997, Seligman Services received distribution
and service fees pursuant to the Fund's 12b-1 Plan of $11,299, $13,257 and
$22,937, respectively.
14
<PAGE>
Portfolio Transactions and Other Practices
Portfolio Transactions
Seligman will seek the most favorable price and execution in the purchase and
sale of portfolio securities of the Fund. When two or more of the investment
companies in the Seligman Group or other investment advisory clients of Seligman
desire to buy or sell the same security at the same time, the securities
purchased or sold are allocated by Seligman in a manner believed to be equitable
to each. There may be possible advantages or disadvantages of such transactions
with respect to price or the size of positions readily obtainable or saleable.
Fixed-income securities are generally traded on the over-the-counter market on a
"net" basis without a stated commission, through dealers acting for their own
account and not as brokers. The Fund will engage in transactions with these
dealers or deal directly with the issuer. Prices paid to dealers will generally
include a "spread," i.e., the difference between the prices at which a dealer is
willing to purchase or to sell the security at that time. The Management
Agreement recognizes that in the purchase and sale of portfolio securities,
Seligman will seek the most favorable price and execution and, consistent with
that policy, may give consideration to the research, statistical and other
services furnished by dealers to Seligman for its use in connection with its
services to the Fund as well as to other clients.
Dealer Selection
Consistent with seeking the most favorable price and execution when buying or
selling portfolio securities, Seligman may give consideration to the research,
statistical, and other services furnished by dealers to Seligman for its use, as
well as the general attitude toward and support of investment companies
demonstrated by such dealers. Such services include supplemental investment
research, analysis, and reports concerning issuers, industries, and securities
deemed by Seligman to be beneficial to the Fund. In addition, Seligman is
authorized to place orders with dealers who provide supplemental investment and
market research and security and economic analysis although the use of such
dealers may result in the Fund paying a higher spread, than the use of dealers
selected solely on the basis of seeking the most favorable price and execution.
Directed Brokerage
During the year ended December 31, 1999 neither the Fund nor Seligman, through
an agreement or understanding with a broker, or otherwise through an internal
allocation procedure, directed any of the Fund's portfolio transactions to a
dealer because of research services provided.
Regular Broker-Dealers
During the year ended December 31, 1999, the Fund did not acquire securities of
its regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or
of their parents.
Capital Stock and Other Securities
Capital Stock
The Fund is authorized to issue 1,400,000,000 shares of capital stock, each with
a par value of $0.01 per share, divided into three classes, designated Class A
common stock, Class B common stock, Class C common stock, and Class D common
stock. Each share of the Fund's Class A, Class B, Class C, 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 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. All shares have noncumulative voting rights for the election
15
<PAGE>
of directors. Each outstanding share is fully paid and non-assessable, and each
is freely transferable. There are no liquidation, conversion, or preemptive
rights.
The Board of Directors is authorized to classify or reclassify and issue any
unissued common stock of the Fund into any number of other classes without
further action by shareholders.
It is the intention of the Fund not to hold Annual Meetings of Shareholders.
The Directors may call Special Meetings of Shareholders for action by
shareholder vote as may be required by the 1940 Act or the Fund's Articles of
Incorporation.
Rule 18f-2 under the 1940 Act provides that any matter required to be submitted
by the provisions of the 1940 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.
Other Securities
The Fund has no authorized securities other than common stock.
Purchase, Redemption, and Pricing of Shares
Purchase of Shares
The Fund issues four 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,
Class C shares and Class D shares are available at net asset value either
through an exchange of shares of another Seligman mutual fund offering shares of
the same class, or through securities dealers or other financial intermediaries
to facilitate periodic investments in shares of the same class of other mutual
funds in the Seligman Group.
Class A
- -------
Since Class A shares of the Fund are offered to investors at net asset value,
only those shares of the Fund owned as a result of an exchange of shares from
another Seligman mutual fund on which an initial sales charge was paid will be
included for purposes of determining a shareholder's eligibility for a reduced
sales charge on additional investments in Class A shares of the Seligman mutual
funds sold with an initial sales charge, as described in each of the other
Seligman mutual funds' prospectuses and SAIs. To receive the reduced initial
sales charge on such additional investments, the shareholder or dealer will have
to notify Seligman Advisors 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
initial sales charge.
A CDSC of 1% will also be imposed on the redemption of Class A shares acquired
by exchange which were originally purchased at net asset value due to the size
of the purchase, if such Class A shares are redeemed within eighteen months of
the original purchase date.
Class A shares acquired by exchange which were originally purchased by an
"eligible employee benefit plan" may be subject to a CDSC of 1% for terminations
at the plan level only, on redemptions of shares originally purchased within
eighteen months prior to plan termination. "Eligible employee benefit plan"
means any plan or arrangement, whether or not tax qualified, which provides for
the purchase of Fund shares and has at least (i) $500,000 invested in the
Seligman Mutual Funds or (ii) 50 eligible employees to whom such plan is made
available.
The 1% CDSC normally imposed on redemptions of certain Class A shares (i.e.,
those acquired by exchange which were originally purchased during the preceding
eighteen months at net asset value due to the size of the
16
<PAGE>
purchase) will be waived on shares that were purchased through Morgan Stanley
Dean Witter & Co. by certain Chilean investors (i.e., pension plans, insurance
companies and mutual funds). Upon redemption of such shares within an eighteen
month period, Morgan Stanley Dean Witter will reimburse Seligman Advisors a pro
rata portion of the fee it received from Seligman Advisors at the time of sale
of such shares.
Class B
- -------
Class B shares are sold without an initial sales charge but are subject to a
CDSC 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 as a
percentage of the current net asset value or the original purchase price,
whichever is less.
Years Since Purchase CDSC
- -------------------- ----
Less than 1 year ............................................ 5%
1 year or more but less than 2 years ........................ 4%
2 years or more but less than 3 years ....................... 3%
3 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%
Approximately eight years after purchase, Class B shares will convert
automatically into Class A shares. 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 earned.
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 of
the shares exchanged will be tacked on to the holding period of the shares
acquired. Class B shareholders of the Fund exercising the exchange privilege
will continue to be subject to the Fund's CDSC schedule if such schedule is
higher or longer than the CDSC schedule relating to the new Class B shares. In
addition, Class B shares of the Fund acquired by exchange will be subject to the
Fund's CDSC schedule if such schedule is higher or longer than the CDSC schedule
relating to the Class B shares of the Seligman mutual fund from which the
exchange has been made.
Class C
- -------
Class C shares are offered to investors at net asset value. As such, only those
shares of the Fund owned as a result of an exchange of Class C shares from
another Seligman mutual fund on which an initial sales charge was paid will be
included for purposes of determining a shareholder's eligibility for a reduced
sales charge on additional investments in Class C shares of the Seligman mutual
funds sold with an initial sales charge, as described in each of the other
Seligman mutual funds' prospectuses and SAIs. To receive the reduced initial
sales charge on such additional investments, the shareholder or dealer will have
to notify Seligman Advisors 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
initial sales charge. Class C shares acquired by an exchange of Class C shares
from another Seligman mutual fund are subject to a CDSC of 1% if redeemed within
eighteen months of the original purchase, charged as a percentage of the current
net asset value or original purchase price, whichever is less.
Class D
- -------
Class D shares may be purchased at a price equal to the next determined net
asset value, without an initial sales charge. However, Class D shares are
subject to a CDSC 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), charged as a percentage of
the current net asset value or the original purchase price, whichever is less.
Unlike Class B shares, Class D shares do not automatically convert to Class A
shares after eight years.
17
<PAGE>
Systematic Withdrawals. Class B, Class C and Class D shareholders who reinvest
their dividends to purchase additional shares of the Fund, may use the
Systematic Withdrawal Plan to withdraw up to 12%, 10%, and 10%, respectively, of
the value of their accounts per year without the imposition of a CDSC. Account
value is determined as of the date the systematic withdrawals begin.
CDSC Waivers. The CDSC on Class B, Class C and Class D shares (and certain
Class A shares, as discussed above) will be waived or reduced in the following
instances:
(1) on redemptions following the death or disability (as defined in Section
72(m)(7) of the Internal Revenue Code) of a shareholder or beneficial
owner;
(2) in connection with (1) distributions from retirement plans qualified under
Section 401(a) of the Internal Revenue 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), (2) distributions from a custodial account under
Section 403(b)(7) of the Internal Revenue Code or an IRA due to death,
disability, minimum distribution requirements after attainment of age 70
1/2 or, for accounts established prior to January 1, 1998, attainment of
age 59 1/2, and (3) a tax-free return of an excess contribution to an IRA;
(3) in whole or in part, in connection with shares sold to current and retired
Directors of the Fund;
(4) 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 any registered investment
management company;
(5) in whole or in part, in connection with systematic withdrawals;
(6) in connection with participation in the Merrill Lynch Small Market 401(k)
Program.
If, with respect to a redemption of any Class A, Class B, Class C or Class D
shares sold by a dealer, the CDSC is waived because the redemption qualifies for
a waiver as set forth above, the dealer shall remit to Seligman Advisors
promptly upon notice, an amount equal to the payment or a portion of the payment
made by Seligman Advisors at the time of sale of such shares.
Regardless of the method of redemption, a check for the proceeds ordinarily will
be sent within seven calendar days following redemption.
Fund Reorganizations
Any CDSC will be waived in connection with the redemption of shares of the Fund
if the Fund is combined with another Seligman mutual fund, or in connection with
a similar reorganization transaction.
Offering Price
When you buy or sell Fund shares, you do so at the Class's net asset value (NAV)
next calculated after Seligman Advisors accepts your request.
NAV per share of each class of the Fund is determined as of the close of regular
trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern time), on
each day that the NYSE is open for business. The NYSE is currently closed on
New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
NAV per share for a class is computed by dividing such class's share of the
value of the net assets of the Fund (i.e., the value of its assets less
liabilities) by the total number of outstanding shares of such class. All
expenses of the Fund, including the management fee, are accrued daily and taken
into account for the purpose of determining NAV.
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
18
<PAGE>
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 US 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.
Specimen Price Make-Up
Under the current distribution arrangements between the Fund and Seligman
Advisors, Class A, Class B, Class C, and Class D shares are sold at NAV(1).
Using each Class's NAV at December 31, 1999, the maximum offering price of the
Fund's shares is as follows:
Class A
- -------
Net asset value and offering price per share(1).. $1.00
=====
Class B
- -------
Net asset value and offering price per share(1).. $1.00
=====
Class C
- -------
Net asset value and offering price per share(1).. $1.00
=====
Class D
- -------
Net asset value and offering price per share(1).. $1.00
=====
- -------------------------
(1) Class A shares acquired by exchange that were originally purchased at net
asset value due to the size of the purchase are subject to a 1% CDSC, if
such shares are redeemed within 18 months of purchase. Class B shares are
subject to a CDSC declining from 5% in the first year after purchase to 0%
after six years. Class C shares are subject to a 1% CDSC if you redeem your
shares within 18 months of purchase. Class D shares are subject to a CDSC
of 1% on redemptions within one year of purchase.
Redemption in Kind
The procedures for selling Fund shares under ordinary circumstances are set
forth in the Prospectus. In unusual circumstances, payment may be postponed, or
the right of redemption postponed for more than seven days, if the orderly
liquidation of portfolio securities is prevented by the closing of, or
restricted trading on, the NYSE during periods of emergency, or such other
periods as ordered by the SEC. Under these circumstances, redemption proceeds
may be made in securities. If payment is made in securities, a shareholder may
incur brokerage expenses in converting these securities to cash.
19
<PAGE>
Taxation of the Fund
The Fund intends to continue to qualify as a regulated investment company under
the Internal Revenue Code. 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 US Treasury a portion of distributions and other
reportable payments 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. In the event that
such a fine is imposed, the Fund may charge a service fee of up to $50 that may
be deducted from the shareholder's account and offset against any undistributed
dividends and capital gain distributions. The Fund also reserves the right to
close any account which does not have a certified taxpayer identification
number.
Underwriters
Distribution of Securities
The Fund and Seligman Advisors are parties to a Distributing Agreement dated
January 1, 1993 under which Seligman Advisors acts as the exclusive agent for
distribution of shares of the Fund. Seligman Advisors accepts orders for the
purchase of Fund shares, which are offered continuously. Seligman Advisors
retains any CDSCs paid by investors on Class A, Class C and Class D shares.
Compensation
Seligman Advisors, which is an affiliated person of Seligman, which is an
affiliated person of the Fund, received the following commissions and other
compensation from the Fund during its year ended December 31, 1999:
<TABLE>
<CAPTION>
Compensation on Redemptions and
Repurchases (CDSC on Class A and Class D Brokerage Other
Shares Retained) Commissions Compensation (1)
- ------------------------------------------- ------------------------- --------------------------
<S> <C> <C>
$515,829 $-0- $12,345
</TABLE>
(1) Seligman Advisors has sold its rights to collect the distribution fees
paid by the Fund in respect of Class B shares and any CDSC imposed on
redemptions of Class B shares to FEP Capital, L.P., in connection with an
arrangement with FEP Capital, L.P. as discussed above under "12b-1 Plan."
In connection with this arrangement, Seligman Advisors receives payments
from FEP Capital, L.P. based on the value of Class B shares sold. Such
payments received for the year ended December 31, 1999 are reflected in
the table.
Seligman Advisors may from time to time assist dealers by, among other things,
providing sales literature to, and holding informational programs for the
benefit of, dealers' registered representatives. Dealers may limit the
participation of registered representatives in such informational programs by
means of sales incentive programs which may require the sale of minimum dollar
amounts of shares of Seligman mutual funds. Seligman Advisors may from time to
time pay a bonus or other incentive to dealers that sell shares of the Seligman
mutual funds. 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 mutual
20
<PAGE>
funds managed by Seligman during a specified period of time. Such bonus or
other incentive will be made in the form of cash or, if permitted, may take the
form of non-cash payments. The non-cash payments will include (i) business
seminars at Seligman's headquarters or other locations, (ii) travel expenses,
including meals, entertainment and lodging, incurred in connection with trips
taken by qualifying registered representatives and members of their families to
places within or outside the United States, or (iii) the receipt of certain
merchandise. The cash payments may include payment of various business expenses
of the dealer. The cost to Seligman Advisors of such promotional activities and
payments shall be consistent with the rules of the National Association of
Securities Dealers, Inc., as then in effect.
Calculation of Yield
The current and effective yields of the Class A, Class B, Class C 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, Class C shares
and Class D shares are computed in the same manner as discussed above for Class
A shares. Class B shares, Class C shares and Class D shares are subject to a
CDSC if shares are held for less than six years (for Class B shares), less than
18 months (for Class C shares) or less than one year (for Class D shares).
Because Class B shares, Class C shares and Class D shares bear a higher
distribution fee than the Class A shares, the yield of Class B shares, Class C
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, Class B, Class
C and Class D shares for the seven-day period ended December 31, 1999.
The weighted average life to maturity of investments was 11 days at December 31,
1999.
<TABLE>
<CAPTION>
Class A Class B Class C Class D
-------------------- --------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Total dividends per shares from net
investment income (seven days
ended 12/31/99) $.000825 $.000635 $.000677 $.000635
Annualized (365 day basis) .043018 .033111 .035301 .033111
Average net asset value per share 1.000 1.000 1.000 1.000
Annualized historical net yield per
share (seven days ended 12/31/99)* 4.30% 3.31% 3.53% 3.31%
Effective yield (seven days ended
12/31/99)** 4.40% 3.37% 3.59% 3.37%
</TABLE>
* This represents the annualized average net investment income per share for
the seven days ended December 31, 1999.
** Annualized average of net investment income for the same period with
dividends reinvested.
From time to time, reference may be made in advertising or promotional material
to performance information, including mutual fund rankings, prepared by Lipper
Analytical Services, Inc., an independent reporting service which monitors the
performance of mutual funds. In calculating the total return of the Fund's
Class A, Class B, Class C and Class D shares, the Lipper analysis assumes
investment of all dividends and distributions paid but does not take into
account applicable sales charges. The Fund may also refer in advertisements in
other
21
<PAGE>
promotional material to articles, comments, listings and columns in the
financial press pertaining to the Fund's performance. Examples of such financial
and other press publications include BARRON'S, BUSINESS WEEK, CDA/WIESENBERGER
MUTUAL FUNDS INVESTMENT REPORT, CHRISTIAN SCIENCE MONITOR, FINANCIAL PLANNING,
FINANCIAL TIMES, FINANCIAL WORLD, FORBES, FORTUNE, INDIVIDUAL INVESTOR,
INVESTMENT ADVISOR, INVESTORS BUSINESS DAILY, KIPLINGER'S, LOS ANGELES TIMES,
MONEY MAGAZINE, MORNINGSTAR, INC., PENSION AND INVESTMENTS, SMART MONEY, THE NEW
YORK TIMES, THE WALL STREET JOURNAL, USA TODAY, U.S. NEWS AND WORLD REPORT,
WORTH MAGAZINE, WASHINGTON POST and YOUR MONEY.
Financial Statements
The Annual Report to shareholders for the year ended December 31, 1999 contains
a schedule of the investments of the Fund as of December 31, 1999, as well as
certain other financial information as of that date. The financial statements
and notes included in the Annual Report, and the Independent Auditors' Report
thereon, are incorporated herein by reference. The Annual Report will be
furnished without charge to investors who request copies of this SAI.
General Information
Custodian. Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
Missouri 64105, serves as custodian of the Fund. It also maintains, under the
general supervision of Seligman, the accounting records and determines the net
asset value for the Fund.
Auditors. Deloitte & Touche LLP, independent auditors, have been selected as
auditors of the Fund. Their address is Two World Financial Center, New York, NY
10281.
22
<PAGE>
Appendix A
MOODY'S INVESTORS SERVICE (MOODY'S)
DEBT SECURITIES
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk. Interest payments are protected
by a large or by an exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa: Bonds which are rated Aa are judged 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 fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be characteristically lacking or may be unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact may have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca: Bonds which are rated Ca represent obligations which are speculative in
high degree. Such issues are often in default or have other marked
shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Moody's applies numerical modifiers (1, 2 and 3) in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; modifier 2 indicates a mid-range ranking; and modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.
23
<PAGE>
COMMERCIAL PAPER
Moody's Commercial Paper Ratings are opinions of the ability of issuers to repay
punctually promissory senior debt obligations not having an original maturity in
excess of one year. Issuers rated "Prime-1" or "P-1" indicates the highest
quality repayment ability of the rated issue.
The designation "Prime-2" or "P-2" indicates that the issuer has a strong
ability for repayment of senior short-term promissory obligations. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternative liquidity is maintained.
The designation "Prime-3" or "P-3" indicates that the issuer has an acceptable
capacity for repayment of short-term promissory obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
Issues rated "Not Prime" do not fall within any of the Prime rating categories.
STANDARD & POOR'S RATINGS SERVICES (S&P)
DEBT SECURITIES
AAA: Debt issues rated AAA are highest-grade obligations. Capacity to pay
interest and repay principal is extremely strong.
AA: Debt issues rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A: Debt issues rated A are regarded as upper medium grade. They have a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
BBB: Debt issues rated BBB are regarded as having an adequate capacity to pay
interest and re-pay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and re-pay principal
for bonds in this category than for bonds in higher rated categories.
BB, B, CCC, CC: Debt issues rated BB, B, CCC and CC are regarded on balance, as
predominantly speculative with respect to capacity to pay interest and pre-pay
principal in accordance with the terms of the bond. BB indicates the lowest
degree of speculation and CC the highest degree of speculation. While such
bonds will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposure to adverse conditions.
C: The rating C is reserved for income bonds on which no interest is being
paid.
D: Debt issues rated D are in default, and payment of interest and/or repayment
of principal is in arrears.
NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that S&P does not rate a particular
type of bond as a matter of policy.
24
<PAGE>
COMMERCIAL PAPER
S&P Commercial Paper ratings are current assessments of the likelihood of timely
payment of debts having an original maturity of no more than 365 days.
A-1: The A-1 designation indicates that the degree of safety regarding timely
payment is very strong.
A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."
A-3: Issues carrying this designation have adequate capacity for timely
payment. They are, however more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.
B: Issues rated "B" are regarded as having only a speculative capacity for
timely payment.
C: This rating is assigned to short-term debt obligations with a doubtful
capacity of payment.
D: Debt rated "D" is in payment default.
The ratings assigned by S&P may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within its major rating categories.
25
<PAGE>
Appendix B
HISTORY OF J. & W. SELIGMAN & CO. INCORPORATED
Seligman's beginnings date back to 1837, when Joseph Seligman, the oldest of
eight brothers, arrived in the United States from Germany. He earned his living
as a pack peddler in Pennsylvania, and began sending for his brothers. The
Seligmans became successful merchants, establishing businesses in the South and
East.
Backed by nearly thirty years of business success - culminating in the sale of
government securities to help finance the Civil War - Joseph Seligman, with his
brothers, established the international banking and investment firm of
J. & W. Seligman & Co. In the years that followed, the Seligman Complex played
a major role in the geographical expansion and industrial development of the
United States.
The Seligman Complex:
...Prior to 1900
. Helps finance America's fledgling railroads through underwritings.
. 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.
. Becomes a prominent underwriter of corporate securities, including New York
Mutual Gas Light Company, later part of Consolidated Edison.
. Provides financial assistance to Mary Todd Lincoln and urges the Senate to
award her a pension.
. Is appointed U.S. Navy fiscal agent by President Grant.
. Becomes a leader in raising capital for America's industrial and urban
development.
...1900-1910
. Helps Congress finance the building of the Panama Canal.
...1910s
. Participates in raising billions for Great Britain, France and Italy, helping
to finance World War I.
...1920s
. Participates in hundreds of successful 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.
. 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
. Assumes management of Broad Street Investing Co. Inc., its first mutual fund,
today known as Seligman Common Stock Fund, Inc.
. Establishes Investment Advisory Service.
26
<PAGE>
...1940s
. Helps shape the Investment Company Act of 1940.
. 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.
. Assumes management of National Investors Corporation, today Seligman Growth
Fund, Inc.
. Establishes Whitehall Fund, Inc., today Seligman Income Fund, Inc.
...1950-1989
. Develops new open-end investment companies. Today, manages more than 50
mutual fund portfolios.
. Helps pioneer state-specific municipal bond funds, today managing a national
and 18 state-specific municipal funds.
. Establishes J. & W. Seligman Trust Company and J. & W. Seligman Valuations
Corporation.
. Establishes Seligman Portfolios, Inc., an investment vehicle offered through
variable annuity products.
...1990s
. Introduces Seligman Select Municipal Fund, Inc. and Seligman Quality
Municipal Fund, Inc. two closed-end funds that invest in high quality
municipal bonds.
. Introduces to the public Seligman Frontier Fund, Inc., a small capitalization
mutual fund.
. Launches Seligman Global Fund Series, Inc., which today offers five separate
series: Seligman International Growth Fund, Seligman Global Smaller Companies
Fund, Seligman Global Technology Fund, Seligman Global Growth Fund and
Seligman Emerging Markets Fund.
. Launches Seligman Value Fund Series, Inc., which currently offers two
separate series: Seligman Large-Cap Value Fund and Seligman Small-Cap Value
Fund.
. Launches innovative Seligman New Technologies Fund, Inc., a closed-end
"interval" fund seeking long-term capital appreciation by investing in
technology companies, including venture capital investing.
...2000
. Introduces Seligman Time Horizon/Harvester Series, Inc., an asset allocation
type mutual fund containing four funds: Seligman Time Horizon 30 Fund,
Seligman Time Horizon 20 Fund, Seligman Time Horizon 10 Fund and Seligman
Harvester Fund.
27
<PAGE>
File No. 2-56805
811-2650
PART C. OTHER INFORMATION
- ------- -----------------
Item 23. Exhibits.
- ------- ---------
All Exhibits have been previously filed, except Exhibits marked with an
asterisk (*), which are filed herewith.
(a) Articles Supplementary dated May 24, 1999. (Incorporated by reference to
Registrant's Post-Effective Amendment No. 34 filed on May 28, 1999.)
(a)(1) Amended and Restated of Articles of Incorporation of Registrant.
(Incorporated by reference to Registrant's Post-Effective Amendment No.
30 filed on April 29, 1997.)
(b) Amended and Restated By-laws of the Registrant. (Incorporated by
reference to Registrant's Post-Effective Amendment No. 30 filed on April
29, 1997.)
(c) Specimen Certificate of Class D Capital Stock. (Incorporated by reference
to Registrant's Post-Effective Amendment No. 24 filed on April 23, 1993.)
(c)(1) Specimen Certificate of Class B Capital Stock. (Incorporated by
reference to Form SE filed by the Registrant on April 16, 1996.)
(d) Amended Management Agreement between Registrant and J. & W. Seligman &
Co. Incorporated. (Incorporated by reference to Registrant's Post-
Effective Amendment No. 26 filed on May 1, 1995.)
(e) Addendum to Sales/Bank Agreement. (Incorporated by reference to Post-
Effective Amendment No. 57 to the Registration Statement of Seligman
Capital Fund, Inc. (File No. 811-1886) filed on May 28, 1999.)
(e)(1) Form of Bank Agreement between Seligman Advisors, Inc. and Banks.
(Incorporated by reference to Post-Effective Amendment No. 57 to the
Registration Statement of Seligman Capital Fund, Inc. (File No. 811-1886)
filed on May 28, 1999.)
(f) Matched Accumulation Plan of J. & W. Seligman & Co. Incorporated.
(Incorporated by reference to Post-Effective Amendment No. 21 to the
Registration Statement of Seligman Frontier Fund, Inc. (File No.
811-4078) filed on January 28, 1997.)
(f)(1) Deferred Compensation Plan for Directors of Seligman Cash Management
Fund, Inc. (Incorporated by reference to Registrant's Post-Effective
Amendment No. 31 filed on April 30, 1998.)
(g) Copy of Custody Agreement between Registrant and Investors Fiduciary
Trust Company. (Incorporated by reference to Registrant's Post-Effective
Amendment No. 30 filed on April 29, 1997.)
(h) Not Applicable.
(i) Opinion and Consent of Counsel in respect of Class C shares.
(Incorporated by reference to Registrant's Post-Effective Amendment No.
34 filed on May 28, 1999.)
(i)(1) Opinion and Consent of Counsel. (Incorporated by reference to
Registrant's Post-Effective Amendment No. 30 filed on April 29, 1997.)
(j) *Consent of Independent Auditors.
(k) Not Applicable.
C-1
<PAGE>
File No. 2-56805
811-2650
PART C. OTHER INFORMATION (continued)
- ------- -----------------
(l) Form of Purchase Agreement (Investment Letter) for Initial Capital for
Class C shares between Registrant and J. & W. Seligman & Co.
Incorporated. (Incorporated by reference to Registrant's Post-Effective
Amendment No. 34 filed on May 28, 1999.)
(l)(1) Purchase Agreement (Investment Letter) for Initial Capital for Class B
shares between Registrant and J. & W. Seligman & Co. Incorporated.
(Incorporated by reference to Registrant's Post-Effective Amendment No.
29 filed on April 19, 1996.)
(l)(1) Purchase Agreement (Investment Letter) for Initial Capital for Class D
shares between Registrant and J. & W. Seligman & Co. Incorporated.
(Incorporated by reference to Registrant's Post-Effective Amendment No.
30 filed on April 29, 1997.)
(m) Amended Administration, Shareholder Services and Distribution Plan of
Registrant. (Incorporated by reference to Registrant's Post-Effective
Amendment No. 34 filed on May 28, 1999.)
(m)(1) Amended Administration, Shareholder Services and Distribution Agreement
between Seligman Advisors, Inc. and Dealers. (Incorporated by reference
to Post-Effective Amendment No. 57 to the Registration Statement of
Seligman Capital Fund, Inc. (File No. 811-1886) filed on May 28,
1999.)
(o) Plan of Multiple Class of Shares (four Classes) pursuant to Rule 18f-3
under the Investment Company Act of 1940. (Incorporated by reference to
Post-Effective Amendment No. 57 to the Registration Statement of Seligman
Capital Fund, Inc. (File No. 811-1886) filed on May 28 , 1999.)
(p) *Code of Ethics.
(Other Exhibits) Powers of Attorney. (Incorporated by reference to Registrant's
Post-Effective Amendment No. 30 filed on April 29, 1997.)
Item 24. 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. Registrant's
investment in SDC is recorded at a cost of $3,719.
Item 25. Indemnification. Reference is made to the provisions of
- ------- ---------------
Articles Twelfth and Thirteenth of Registrant's Amended and Restated
Articles of Incorporation filed as Exhibit 24(b)(1) and Article IV of
Registrant's Amended and Restated By-laws filed as Exhibit 24(b)(2) to
Registrant's Post-Effective Amendment No. 30 to the Registration
Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised by
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
C-2
<PAGE>
File No. 2-56805
811-2650
PART C. OTHER INFORMATION (continued)
- ------- -----------------
Item 26. Business and Other Connections of Investment Adviser. J. & W.
- -------- -----------------------------------------------------
Seligman & Co. Incorporated, a Delaware corporation (Seligman), is the
Registrant's investment manager. Seligman also serves as investment
manager to nineteen 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 Global Fund Series, Inc.,
Seligman High Income Fund Series, Seligman Income Fund, Inc., Seligman
Municipal Fund Series, Inc., Seligman Municipal Series Trust, Seligman
New Jersey Municipal Fund, Inc. Seligman New Technologies Fund, Inc.,
Seligman Pennsylvania Municipal Fund Series, Seligman Portfolios,
Inc., Seligman Quality Municipal Fund, Inc., Seligman Select Municipal
Fund, Inc., Seligman Time Horizon/Harvester Series, Inc., Seligman
Value Fund Series, Inc. and Tri-Continental Corporation.
Seligman has an investment advisory service division which provides
investment management or advice to private clients. The list required
by this Item 26 of officers and directors of Seligman, 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 Seligman pursuant to the
Investment Advisers Act of 1940, as amended (SEC File No. 801-15798),
which was filed on March 30, 2000.
Item 27. Principal Underwriters.
- ------- -----------------------
(a) The names of each investment company (other than the Registrant) for which
each principal underwriter is currently distributing securities of the
Registrant and also acts as a principal underwriter, depositor or
investment adviser are as follows:
Seligman Capital Fund, Inc.
Seligman Common Stock Fund, Inc.
Seligman Communications and Information Fund, Inc.
Seligman Frontier Fund, Inc.
Seligman Growth Fund, Inc.
Seligman Global Fund Series, Inc.
Seligman High Income Fund Series
Seligman Income Fund, Inc.
Seligman Municipal Fund Series, Inc.
Seligman Municipal Series Trust
Seligman New Jersey Municipal Fund, Inc.
Seligman Pennsylvania Municipal Fund Series
Seligman Portfolios, Inc.
Seligman Time Horizon/Harvester Series, Inc.
Seligman Value Fund Series, Inc.
C-3
<PAGE>
File No. 2-56805
811-2650
PART C. OTHER INFORMATION (continued)
- ------- -----------------
(b) Name of each director, officer or partner of Registrant's principal
underwriter named in response to Item 20:
Seligman Advisors, Inc.
-----------------------
As of March 31, 2000
--------------------
<TABLE>
<CAPTION>
(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 President and Director
Ronald T. Schroeder* Director None
Fred E. Brown* Director Director Emeritus
William H. Hazen* Director None
Thomas G. Moles* Director None
David F. Stein* Director None
Stephen J. Hodgdon* President and Director None
Charles W. Kadlec* Chief Investment Strategist None
Lawrence P. Vogel* Senior Vice President, Finance Vice President
Edward F. Lynch* Senior Vice President, National None
Sales Director
James R. Besher Senior Vice President, Division None
14000 Margaux Lane Sales Director
Town & Country, MO 63017
Gerald I. Cetrulo, III Senior Vice President, Sales None
140 West Parkway
Pompton Plains, NJ 07444
Matthew A. Digan* Senior Vice President, Domestic None
Funds
Jonathan G. Evans Senior Vice President, Sales None
222 Fairmont Way
Ft. Lauderdale, FL 33326
T. Wayne Knowles Senior Vice President, Division None
104 Morninghills Court Sales Director
Cary, NC 27511
Joseph Lam Senior Vice President, Regional None
Seligman International, Inc. Director, Asia
Suite 1133, Central Building
One Pedder Street
Central Hong Kong
Bradley W. Larson Senior Vice President, Sales None
367 Bryan Drive
Alamo, CA 94526
Michelle L. McCann-Rappa* Senior Vice President, Retirement Plans None
Scott H. Novak* Senior Vice President, Insurance None
Jeff Rold Senior Vice President, Product None
181 East 73rd Street, Apt 20B Business Management
New York, New York 10021
Ronald W. Pond* Senior Vice President, Division None
Sales Director
</TABLE>
C-4
<PAGE>
File No. 2-56805
811-2650
PART C. OTHER INFORMATION (continued)
- ------- -----------------------------
Seligman Advisors, Inc.
-----------------------
As of March 31, 2000
--------------------
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ---------------------------------------- ------------------------------------ ---------------------
<S> <C> <C>
Richard M. Potocki Senior Vice President, Regional None
Seligman International UK Limited Director, Europe and the Middle East
Berkeley Square House 2nd Floor
Berkeley Square
London, United Kingdom W1X 6EA
Bruce M. Tuckey Senior Vice President, Sales None
41644 Chathman Drive
Novi, MI 48375
Andrew S. Veasey Senior Vice President, Sales None
14 Woodside Drive
Rumson, NJ 07760
Charles L. von Breitenbach, II* Senior Vice President, Managed None
Money
Gail S. Cushing* Vice President, National Accounts None
Jeffrey S. Dean* Vice President, Business Analysis None
Ron Dragotta* Vice President, Regional Retirement None
Plans Manager
Mason S. Flinn Vice President, Regional Retirement None
2130 Filmore Street Plans Manager
PMB 280
San Francisco, CA 94115-2224
Marsha E. Jacoby* Vice President, Offshore Business None
Manager
Jody Knapp* Vice President, Regional Retirement None
17011 East Monterey Drive Plans Manager
Fountain Hills, AZ 85268
David W. Mountford* Vice President, Regional Retirement None
7131 NW 46th Street Plans Manager
Lauderhill, FL 33319
Jeffery C. Pleet* Vice President, Regional Retirement None
Plans Manager
Tracy A. Salomon* Vice President, Retirement Marketing None
Helen Simon* Vice President, Sales Administration None
Gary A. Terpening* Vice President, Director of Business None
Development
John E. Skillman* Vice President, Portfolio Advisor None
Charles E. Wenzel Vice President, Regional Retirement None
703 Greenwood Road Plans Manager
Wilmington, DE 19807
Robert McBride Vice President, Marketing Director None
Seligman International, Inc. Latin America
Sucursal Argentina
Edificio Laminar Plaza
Ingeniero Butty No. 240, 4th Floor
C1001ASB Buenos Aires, Argentina
</TABLE>
C-5
<PAGE>
File No. 2-56805
811-2650
PART C. OTHER INFORMATION (continued)
- ------- -----------------------------
Seligman Advisors, Inc.
-----------------------
As of March 31, 2000
--------------------
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- --------------------------------- ----------------------- ---------------------
<S> <C> <C>
Daniel Chambers Regional Vice President None
4618 Lorraine Avenue
Dallas, TX 75209
Richard B. Callaghan Regional Vice President None
7821 Dakota Lane
Orland Park, IL 60462
Kevin Casey Regional Vice President None
19 Bayview Avenue
Babylon, NY 11702
Bradford C. Davis Regional Vice President None
241 110th Avenue SE
Bellevue, WA 98004
Cathy Des Jardins Regional Vice President None
PMB 152
1705 14th Street
Boulder, CO 80302
Kenneth Dougherty Regional Vice President None
8640 Finlarig Drive
Dublin, OH 43017
Kelli A. Wirth Dumser Regional Vice President None
7121 Jardiniere Court
Charlotte, NC 28226
Edward S. Finocchiaro Regional Vice President None
120 Screenhouse Lane
Duxbury, MA 02332
Michael C. Forgea Regional Vice President None
32 W. Anapamu Street # 186
Santa Barbara, CA 93101
Carla A. Goehring Regional Vice President None
11426 Long Pine Drive
Houston, TX 77077
Michael K. Lewallen Regional Vice President None
908 Tulip Poplar Lane
Birmingham, AL 35244
Judith L. Lyon Regional Vice President None
7105 Harbour Landing
Alpharetta, GA 30005
Leslie A. Mudd Regional Vice President None
5243 East Calle Redonda
Phoenix, AZ 85018
Tim O'Connell Regional Vice President None
11908 Acacia Glen Court
San Diego, CA 92128
George M. Palmer, Jr. Regional Vice President None
1805 Richardson Place
Tampa, FL 33606
</TABLE>
C-6
<PAGE>
File No. 2-56805
811-2650
PART C. OTHER INFORMATION (continued)
- ------- -----------------------------
Seligman Advisors, Inc.
-----------------------
As of March 31, 2000
--------------------
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ---------------------------------- ------------------------------------ ---------------------
<S> <C> <C>
Thomas Parnell Regional Vice President None
1575 Edgecomb Road
St. Paul, MN 55116
Craig Prichard Regional Vice President None
300 Spyglass Drive
Fairlawn, OH 44333
Nicholas Roberts Regional Vice President None
200 Broad Street, Apt. 2451
Stamford, CT 06901
Diane H. Snowden Regional Vice President None
11 Thackery Lane
Cherry Hill, NJ 08003
James Taylor Regional Vice President None
290 Bellington Lane
Creve Coeur, MO 63141
Steve Wilson Regional Vice President None
83 Kaydeross Park Road
Saratoga Springs, NY 12866
Frank J. Nasta* Secretary Secretary
Aurelia Lacsamana* Treasurer None
Gail S. Cushing* Assistant Vice President, National None
Accounts Manager
Sandra G. Floris* Assistant Vice President, Order Desk None
Keith Landry* Assistant Vice President, Order Desk None
Albert A. Pisano* Assistant Vice President and None
Compliance Officer
Joyce Peress* Assistant Secretary Assistant Secretary
</TABLE>
* The principal business address of each of these directors and/or officers is
100 Park Avenue, New York, NY 10017.
(c) Not Applicable.
Item 30. Location of Accounts and Records. The accounts, books and documents
- ------- ---------------------------------
required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder are kept in the
possession of J. & W. Seligman & Co. Incorporated at its offices at
100 Park Avenue, New York, NY 10017 or at the following locations: (1)
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
Missouri 64105 is custodian of the Registrant's cash and securities.
It also is agent to perform certain accounting and record-keeping
functions relating to portfolio transactions and to calculate the net
asset value of the Registrant, and (2) Seligman Data Corp., 100 Park
Avenue, New York, NY 10017, as shareholder servicing agent, maintains
shareholder records for the Registrant.
Item 31. Management Services. Not Applicable.
- ------- --------------------
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 10% 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, as amended.
C-7
<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 this Post-Effective Amendment No. 35 pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment No. 35 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 28th day of April, 2000.
SELIGMAN CASH MANAGEMENT FUND, INC.
By: /s/ William C. Morris
---------------------
William C. Morris, Chairman
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Post-Effective Amendment No. 35 has been signed below
by the following persons in the capacities indicated on April 28, 2000.
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
John R. Galvin, Director )
Alice S. Ilchman, Director )
Frank A. McPherson, 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
Robert L. Shafer, Director )
James N. Whitson, Director )
<PAGE>
File No. 2-56805
811-2650
SELIGMAN CASH MANAGEMENT FUND, INC.
Post-Effective Amendment No. 35 to the
Registration Statement on Form N-1A
EXHIBIT INDEX
Form N-1A Item No. Description
- ----------------- -----------
Item 23 (j) Consent of Independent Auditors
Item 23(p) Code of Ethics
<PAGE>
Exhibit 99.23J
CONSENT OF INDEPENDENT AUDITORS
Seligman Cash Management Fund, Inc.:
We consent to the use in Post-Effective Amendment No. 35 to Registration
Statement No. 2-56805 of our report dated February 4, 2000, appearing in the
Annual Report to Shareholders for the year ended December 31, 1999, which is
incorporated by reference in the Statement of Additional Information, which is
included in such Registration Statement, and to the references to us under the
captions "Financial Highlights" in the Prospectus and "General Information" in
the Statement of Additional Information, which are also included in such
Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
April 24, 2000
<PAGE>
Exhibit 99.23P
CODE OF ETHICS
--------------
J. & W. Seligman & Co. Incorporated
Seligman Advisors, Inc.
Seligman Services, Inc.
Seligman Data Corp.
Seligman International, Inc.
Seligman International UK Limited
The Seligman Group of Investment Companies
I. Introduction
A primary duty of all directors, officers and employees (collectively
"Employees") of J. & W. Seligman & Co. Incorporated, its subsidiaries and
affiliates (collectively, "Seligman") is to be faithful to the interest of the
various Seligman advisory clients, including the registered and unregistered
companies advised by Seligman (collectively, "Clients"). Directors of the
Seligman Registered Investment Companies also have a duty to the Seligman
Registered Investment Companies and their shareholders. Persons who are
Disinterested Directors are "Employees" for purposes of this Code of Ethics.
Through the years, Seligman and its predecessor organizations have had a
reputation of maintaining the highest business and ethical standards and have
been favored with the confidence of investors and the financial community. Such
a reputation and confidence are not easily gained and are among the most
precious assets of Seligman. In large measure, they depend on the devotion and
integrity with which each Employee discharges his or her responsibilities.
Their preservation and development must be a main concern of each Employee, and
each Employee has a primary obligation to avoid any action or activity that
could produce conflict between the interest of the Clients and that Employee's
self-interest.
The purpose of this Code of Ethics ("Code") is to set forth the policies of
Seligman in the matter of conflicts of interest and to provide a formal record
for each Employee's reference and guidance. This Code is also designed to
prevent any act, practice or course of business prohibited by the rules and
regulations governing our industry.
Each Employee owes a fiduciary duty to each Client. Therefore, all Employees
must avoid activities, interests and relationships that might appear to
interfere with making decisions in the best interest of the Clients.
As an Employee, you must at all times:
1. Avoid serving your own personal interests ahead of the interests of Clients.
You may not cause a Client to take action, or not to take action, for your
personal benefit rather than the Client's benefit.
2. Avoid taking inappropriate advantage of your position. The receipt of
investment opportunities, perquisites or gifts from persons seeking business
with Clients or with Seligman could call into question the exercise of your
better judgment. Therefore, you must not give or receive benefits that would
compromise your ability to act in the best interest of the Clients.
3. Conduct all personal Securities Transactions in full compliance with the
Code, including the pre-authorization and reporting requirements, and comply
fully with the Seligman Insider Trading Policies and Procedures (See Appendix
A).
While Seligman encourages you and your families to develop personal investment
programs, you must not take any action that could cause even the appearance that
an unfair or improper action has been taken. Accordingly, you must follow the
policies set forth below with respect to trading in your Account(s). This Code
places reliance on the good sense and judgment of you as an Employee; however,
if you are unclear as to the Code's meaning, you should seek the advice of the
Law and Regulation Department and assume the Code will be interpreted in the
most restrictive manner. Questionable situations should be resolved in favor of
Clients.
<PAGE>
Technical compliance with the Code's procedures will not insulate from scrutiny
any trades that indicate a violation of your fiduciary duties.
Application of the Code to Disinterested Directors
- --------------------------------------------------
Disinterested Directors are only subject to the reporting requirements in
Section III.5(b) of the Code. Disinterested Directors are not subject to other
provisions of the Code but are subject to the requirements of the federal
securities laws and other applicable laws, such as the prohibition on trading in
securities of an issuer while in possession of material non-public information.
II. Definitions
(a) "Accounts" means all Employee Accounts and Employee Related Accounts.
(b) "Beneficial Interest" is broadly interpreted. The SEC has said that
the final determination of Beneficial Interest is a question to be
determined in the light of the facts of each particular case. The
terms Employee Account and Employee Related Account, as defined below,
generally define Beneficial Interest. However, the meaning of
"Beneficial Interest" may be broader than that described below. If
there are any questions as to Beneficial Interest, please contact the
Director of Compliance, General Counsel or Associate General Counsel.
(i) "Employee Account" means the following securities Accounts: (i)
any of your personal account(s); (ii) any joint or tenant-in-
common account in which you have an interest or are a participant;
(iii) any account for which you act as trustee, executor, or
custodian; (iv) any account over which you have investment
discretion or otherwise can exercise control, including the
accounts of entities controlled directly or indirectly by you; (v)
any account in which you have a direct or indirect interest
through a contract, arrangement or otherwise (e.g., economic,
voting power, power to buy or sell, or otherwise); (vi) any
account held by pledges, or for a partnership in which you are a
member, or by a corporation which you should regard as a personal
holding company; (vii) any account held in the name of another
person in which you do not have benefits of ownership, but which
you can vest or revest title in yourself at once or some future
time; (viii) any account of which you have benefit of ownership;
and (ix) accounts registered by custodians, brokers, executors or
other fiduciaries for your benefit.
(ii) "Employee Related Account" means any Account of (i) your spouse
and minor children and (ii) any account of relatives or any other
persons to whose support you materially contribute, directly or
indirectly.
(c) "Disinterested Director" means a director or trustee of a Seligman
Registered Investment Company who is not an "interested person" of
such investment company within the meaning of Section 2(a)(19) of the
Investment Company Act of 1940.
(d) "Equivalent Security" includes, among other things, an option to
purchase or sell a Security or an instrument convertible or
exchangeable into a Security.
(e) "Investment Team" means one or more Investment Teams formed by the
Manager in various investment disciplines to review and approve
Securities for purchase and sale by Client Accounts. This includes a
team's leader, portfolio managers, research analysts, traders and
their direct supervisors.
(f) "Security" includes, among other things, stocks, notes, bonds,
debentures, and other evidences of indebtedness (including loan
participation and assignments), limited partnership interests,
investment contracts, and all derivative instruments (e.g., options
and warrants).
<PAGE>
(g) "Securities Transaction" means a purchase or sale of a Security.
(h) "Seligman Registered Investment Company" means an investment company
registered under the Investment Company Act of 1940 for which Seligman
serves as investment manager or adviser.
III. Personal Securities Transactions
1. Prohibited Transactions
- -- -----------------------
These apply to all of your Accounts.
(a) Seven-Day Blackout: If you are a member of an Investment Team,
Securities Transactions are prohibited within seven calendar days
either before or after the purchase or sale of the relevant security
(or an Equivalent Security) by a Client whose Account is managed by
your Investment Team.
(b) Intention to Buy or Sell for Clients: Securities Transactions are
prohibited at a time when you intend, or know of another's intention,
to purchase or sell that Security (or an Equivalent Security) on
behalf of a Client.
(c) Sixty-Day Holding Period: Profits on Securities Transactions made
within a sixty-day period are prohibited and must be disgorged. This
is a prohibition of short term trading. Specifically,
. Purchase of a Security within 60 days of your sale of the Security
(or an Equivalent Security), at a price that is less than the price
in the previous sale is prohibited.
. Sale of a Security within the 60 day period of your purchase of the
Security (or an Equivalent Security), at a price that is greater
than the price in the previous purchase is prohibited. Examples are
as follows:
1. Employee purchases 100 shares of XYZ ($10 a share) on January 1.
Employee sells 100 shares of XYZ ($15 a share) on February 15.
Employee must disgorge $500.
2. Employee purchases 100 shares of XYZ ($10 a share) on January 1.
Employee purchases 50 shares of XYZ ($12 a share) on January 30.
Employee sells 50 shares of XYZ ($15 a share) on March 15.
Employee must disgorge $150.
(The March 15 sale may not be matched to the January 1 purchase).
3. Employee purchases 100 shares of XYZ ($10 a share) on January 1.
Employee sells 100 shares of XYZ ($10 a share) on February 1.
Employee purchases 100 shares of XYZ ($9 a share) on March 1
Employee must disgorge $100.
(The February 1 sale is permissible because no profit was made.
However, the March 1 purchase is matched against the February 1
sale resulting in a $100 profit).
(d) Restricted Transactions: Transactions in a Security are prohibited (i)
on the day of a purchase or sale of the Security by a Client, or (ii)
anytime a Client's order in the Security is open on the trading desk.
Other Securities may be restricted from time to time as deemed
appropriate by the Law and Regulation Department.
<PAGE>
(e) Short Sales: If you are a member of an Investment Team, you may not
engage in any short sale of a Security if, at the time of the
transaction, any Client managed by your Team has a long position in
that same Security. However, this prohibition does not prevent you from
engaging short sales against the box and covered call writing, as long
as these personal trades are in accordance with the sixty-day holding
period described above.
(f) Public Offerings: Acquisitions of Securities in initial and secondary
public offerings are prohibited, unless granted an exemption by the
Director of Compliance. An exemption for an initial public offering
will only be granted in certain limited circumstances, for example, the
demutualization of a savings bank.
(g) Private Placements: Acquisition of Securities in a private placement is
prohibited absent prior written approval by the Director of Compliance.
(h) Market Manipulation: Transactions intended to raise, lower, or maintain
the price of any Security or to create a false appearance of active
trading are prohibited.
(i) Inside Information: You may not trade, either personally or on behalf
of others, on material, non-public information or communicate material,
non-public information to another in violation of the law. This policy
extends to activities within and outside your duties at Seligman. (See
Appendix A).
2. Maintenance of Accounts
-----------------------
All Accounts that have the ability to engage in Securities Transactions must
be maintained at Ernst & Company (Investec) and/or the specific Merrill
Lynch branch office located at 712 Fifth Avenue, New York, NY. You are
required to notify the Director of Compliance of any change to your account
status. This includes opening a new Account, converting, transferring or
closing an existing account or acquiring Beneficial Interest in an Account
through marriage or otherwise. You must place all orders for Securities
Transactions in these Account(s) with the Equity Trading Desk or the
appropriate Fixed Income Team as set forth in Section III.3 ("Trade Pre-
authorization Requirements").
The Director of Compliance may grant exceptions to the foregoing
requirements on a case by case basis. All requests for exceptions must be
applied for in writing and submitted for approval to the Director of
Compliance and will be subject to certain conditions.
3. Trade Pre-authorization Requirements
------------------------------------
All Securities Transactions in an Employee Account or Employee Related
Account must be pre-authorized, except for Securities Transactions set forth
in Section III.4 ("Exempt Transactions").
(a) Trade Authorization Request Form: Prior to entering an order for a
Securities Transaction in an Employee Account or Employee Related
Account, which is subject to pre-authorization, you must complete a
Trade Authorization Request Form (set forth in Appendix B) and submit
the completed Form (faxed or hand delivered) to the Director of
Compliance (or designee).
(b) Review of the Form and Trade Execution: After receiving the completed
Trade Authorization Request Form, the Director of Compliance (or
designee) will review the information and, as soon as practical,
determine whether to authorize the proposed Securities Transaction. The
authorization, date and time of the authorization must be reflected on
the Form. Once approved the order may then be executed by Equity
Trading Desk or the appropriate Fixed Income Team, except for accounts
for which an exemption was granted under Section III.2.
<PAGE>
(c) Length of Trade Authorization Approval: Any authorization, if granted,
is effective until the earliest of (i) its revocation, (ii) the close
of business on the day from which authorization was granted or (iii)
your discovery that the information in the Trade Authorization Request
Form is no longer accurate. If the Securities Transaction was not
placed or executed within that period, a new pre-authorization must be
obtained. A new pre-authorization need not be obtained for orders which
cannot be filled in one day due to an illiquid market, so long as such
order was placed for execution on the day the original pre-
authorization was given.
No order for a Securities Transaction may be placed prior to the Director of
Compliance (or designee) receiving the completed Trade Pre-authorization
Form and approving the transaction. In some cases, trades may be rejected
for a reason that is confidential.
4. Exempt Transactions
-------------------
The prohibitions of this Code shall not apply to the following Securities
Transactions in your Account(s):
(a) Purchases or sales of Securities which are non-volitional (i.e., not
involving any investment decision or recommendation).
(b) Purchases of Securities through certain corporate actions (such as
stock dividends, dividend reinvestments, stock splits, mergers,
consolidations, spin-offs, or other similar corporate reorganizations
or distributions generally applicable to all holders of the same class
of Securities).
(c) Purchases of Securities effected upon the exercise of rights issued by
an issuer pro rata to all holders of a class of its Securities, to the
--------
extent such rights were acquired from the issuer.
(d) Purchases or sales of open-end registered investment companies, U.S.
Government Securities and money market instruments (e.g., U.S.
Treasury Securities, bankers acceptances, bank certificates of
deposit, commercial paper and repurchase agreements).
(e) Purchases of Securities which are part of an automatic dividend
reinvestment plan or stock accumulation plan; however, quarterly
account statement of such plans must be sent to the Director of
Compliance.
(f) Securities Transactions that are granted a prior exemption by the
Director of Compliance, the General Counsel or the Associate General
Counsel.
5. Reporting
---------
(a) You must arrange for the Director of Compliance to receive from the
executing broker, dealer or bank duplicate copies of each confirmation
and account statement for each Securities Transaction in an Employee
Account or Employee Related Account.
(b) If you are a Disinterested Director you are required to report the
information specified below with respect to any Securities Transaction
in any Securities Account in which you have Beneficial Interest, if
you knew, or in the ordinary course of fulfilling your official duties
as a Disinterested Director, should have known, that during 15 days
immediately before or after the date of your transaction, the Security
(or Equivalent Security) was purchased or sold by a Seligman
Registered Investment Company or considered for purchase or sale by a
Seligman Registered Investment Company. Such report shall be made not
later than 10 days after the end of the calendar quarter in which the
Transaction was effected and shall contain the following information:
<PAGE>
(i) The date of the transaction, the name of the company, the number
of shares, and the principal amount of each Security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(iii) The price at which the transaction was effected;
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected; and
(v) The date the report is submitted.
(c) You are required to disclose all Securities beneficially owned by you
within ten days of commencement of employment and at the end of each
calendar year within 10 days thereafter (See Appendix C).
(d) You are also required to disclose all Employee and Employee Related
Securities Accounts, Private Securities Transactions and Outside
Activities, Affiliations and Investments upon commencement of
employment and annually thereafter (See Appendix D).
(e) Any report may contain a statement that the report shall not be
construed as an admission by you, that you have any direct or indirect
beneficial ownership in the Security to which the report relates.
(f) The Director of Compliance or his designee will review all reports.
6. Dealings with the Clients
-------------------------
You should not have any direct or indirect investment interest in the
purchase or sale of any Security or property from or to Clients. This is a
prohibition against dealings between you and the Clients and is not intended
to preclude or limit investment transactions by you in Securities or
property, provided such transactions are not in conflict with the provisions
of this Code.
7. Preferential Treatment, Favors and Gifts
----------------------------------------
You are prohibited from giving and receiving gifts of significant value or
cost from any person or entity that does business with or on behalf of any
Client. You should also avoid preferential treatment, favors, gifts and
entertainment which might, or might appear to, influence adversely or
restrict the independent exercise of your best efforts and best judgments on
behalf of the Clients or which might tend in any way to impair confidence in
Seligman by Clients. Cash Gifts that do not exceed $100 in value per person
for a calendar year are permissible. Ordinary courtesies of business life,
or ordinary business entertainment, and gifts of inconsequential value are
also permissible. However, they should not be so frequent nor so extensive
as to raise any question of impropriety.
8. Outside Business Activities and Service as a Director, Trustee or in a
----------------------------------------------------------------------
Fiduciary Capacity of any Organization
--------------------------------------
You may not engage in any outside business activities or serve as a
Director, Trustee or in a fiduciary capacity of any organization, without
the prior written consent of the Director of Compliance.
<PAGE>
9. Remedies of the Code
--------------------
Upon discovering a violation of this Code, sanctions may be imposed
against the person concerned as may be deemed appropriate, including,
among other things, a letter of censure, fines, suspension or termination
of personal trading rights and/or employment.
As part of any sanction, you may be required to absorb any loss from the
trade. Any profits realized, as a result of your personal transaction
that violates the Code must be disgorged to a charitable organization,
which you may designate.
10. Compliance Certification
------------------------
At least once a year, you will be required to certify on the Employee
Certification Form (set forth in Appendix E) that you have read and
understand this Code, that you have complied with the requirements of the
Code, and that you have disclosed or reported all personal Securities
Transactions pursuant to the provisions of the Code.
11. Inquiries Regarding the Code
----------------------------
If you have any questions regarding this Code or any other compliance-
related matter, please call the Director of Compliance, or in his absence,
the General Counsel or Associate General Counsel.
-------------------------
William C. Morris
Chairman
December 22, 1966
Revised: March 8, 1968 December 7, 1990
January 14, 1970 November 18, 1991
March 21, 1975 April 1, 1993
May 1, 1981 November 1, 1994
May 1, 1982 February 28, 1995
April 1, 1985 November 19, 1999*
March 27, 1989
*Refers to the incorporation of the Code of Ethics of the Seligman Investment
Companies originally adopted June 12, 1962, as amended.
<PAGE>
Appendix A
Amended November 19, 1999
J. & W. Seligman & Co. Incorporated - Insider Trading Policies and Procedures
SECTION I. BACKGROUND
Introduction
- ------------
United States law creates an affirmative duty on the part of broker-
dealers and investment advisers to establish, maintain and enforce written
policies and procedures that provide a reasonable and proper system of
supervision, surveillance and internal control to prevent the misuse of
material, non-public information by the broker-dealer, investment adviser or any
person associated with them. The purpose of these procedures is to meet those
requirements. The following procedures apply to J. & W. Seligman & Co.
Incorporated, its subsidiaries and affiliates (collectively, "Seligman") and all
officers, directors and employees (collectively, "Employees") thereof.
Statement of Policy
- -------------------
No Employee may trade, either personally or on behalf of others, on
material, non-public information or communicate material, non-public information
to another in violation of the law. This policy extends to activities within
and outside their duties at Seligman. Each Employee must read, acknowledge
receipt and retain a copy of these procedures.
Inside Information
- ------------------
The term "insider trading" is not defined in the federal securities
laws, but generally is used to refer to the use of material, non-public
information to trade in securities or to communicate material, non-public
information to others.
While the law concerning insider trading is not static, it is understood
that the law generally prohibits:
A. trading by an insider, while in possession of material, non-public
information, or
B. trading by a non-insider, while knowingly in possession of material,
non-public information, where the information either was disclosed to
the non-insider in violation of an insider's duty to keep it
confidential or was misappropriated, or
C. communicating material, non-public information to others.
The elements of insider trading and the penalties for such unlawful conduct
are discussed below. If you have any questions after reviewing these
procedures, you should consult the Director of Compliance, General Counsel or
Associate General Counsel.
1. Who Is An Insider?
------------------
The concept of "insider" is broad. It includes Employees of a company. In
addition, a person can be a "temporary insider" if he or she enters into a
special confidential relationship in the conduct of a company's affairs and
as a result is given access to information solely for the company's
purposes. A temporary insider can include, among others, a company's
attorneys, accountants, consultants, bank lending officers, and the
Employees of such organizations. In addition, Seligman may become a
temporary insider of a company it advises or for which it performs other
services. According to the Supreme Court, the company must expect the
outsider to keep the disclosed non-public information
<PAGE>
confidential and the relationship must at least imply such a duty before the
outsider will be considered an insider.
2. What Is Material Information?
-----------------------------
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment
decisions, or information that is reasonably certain to have a substantial
affect on the price of a company's securities. Information that Employees
should consider material includes, but is not limited to: dividend changes,
earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems and extraordinary management developments. In addition,
information about major contracts or new customers could also qualify as
material, depending upon the importance of such developments to the
company's financial condition or anticipated performance.
Material information does not have to relate to a company's business.
For example, in Carpenter v. U.S., 408 U.S. 316 (1987), the Supreme Court
-----------------
considered as material certain information about the contents of a
forthcoming newspaper column that was expected to affect the market price of
a Security. In that case, a Wall Street Journal reporter was found
-------------------
criminally liable for disclosing to others the dates that reports on various
companies would appear in the Journal and whether those reports would be
-------
favorable or not.
3. What Is Non-Public Information?
-------------------------------
Information is non-public until it has been effectively communicated to the
market place. One must be able to point to some fact to show that the
information is generally public. For example, information found in a report
filed with the SEC, or appearing in Dow Jones, Reuters Economic Services,
--------- -------------------------
The Wall Street Journal or other publications of general circulation would
-----------------------
be considered public. However, see Section II, Paragraph 2.
4. Penalties for Insider Trading
-----------------------------
Penalties for trading on or communicating material, non-public
information are severe, both for individuals involved in such unlawful
conduct and their employers. A person can be subject to some or all of the
penalties below even if he or she does not personally benefit from the
violation. Penalties include:
- Civil injunctions
- Disgorgement of profits
- Jail sentences
- Fines for the person who committed the violation of up to three times
the profit gained or loss avoided, whether or not the person actually
benefited, and
- Fines for the employer or other controlling person of up to the greater
of $1,000,000 or three times the amount of the profit gained or loss
avoided.
In addition, any violation of policies and procedures set forth herein can
be expected to result in serious sanctions by Seligman, including dismissal
of the persons involved.
<PAGE>
SECTION II. PROCEDURES
Procedures to Implement Policy Against Insider Trading.
The following procedures have been established to assist the Employees of
Seligman in avoiding insider trading, and to aid Seligman in preventing,
detecting and imposing sanctions against insider trading. Every Employee of
Seligman must follow these procedures or risk serious sanctions, including
dismissal, substantial personal liability and criminal penalties. If you have
any questions about these procedures you should consult the Director of
Compliance, the General Counsel or Associate General Counsel.
1. Identifying Inside Information.
Before trading for yourself or others (including investment companies and
private Accounts managed by Seligman), in the securities of a company about
which you may have potential inside information, ask yourself the following
questions:
a. Is the information material? Is this information that an investor would
consider important in making his or her investment decisions? Is this
information that would substantially affect the market price of the
securities if generally disclosed?
b. Is the information non-public? To whom has this information been
provided? Has the information been effectively communicated to the
marketplace in a publication of general circulation or does it fall
within the circumstances set forth in paragraph 2 below.
If, after consideration of the above, you believe that the information is
material and non-public, or if you have questions as to whether the information
is material and non-public, you should take the following steps:
c. Report the matter immediately to the Director of Compliance, General
Counsel or Associate General Counsel.
d. Do not purchase or sell the securities on behalf of yourself or others,
including investment companies or private Accounts managed by Seligman.
e. Do not communicate the information inside or outside Seligman other than
to the Director of Compliance, General Counsel or Associate General
Counsel.
f. After the Director of Compliance, General Counsel or Associate General
Counsel has reviewed the issue, you will be instructed to continue the
prohibitions against trading and communication, or you will be allowed to
trade and communicate the information.
2. Important Specific Examples
---------------------------
a. If you have a telephone or face-to-face conversation with a senior
executive of a publicly-traded company and are provided information about
the company that you have reason to believe has not yet been disclosed in
a widely-disseminated publication such as a press release, quarterly
report or other public filing, you have received non-public information.
This information is considered non-public even if you believe that the
company executive would provide the same information to other analysts or
portfolio managers who call the company. Until information has been
disclosed in a manner that makes it available to (or capable of being
accessed by) the investment community as a whole, it is considered non-
public. If the information is material, as described above, you may not
trade while in possession of this information unless you first discuss
the matter and obtain approval from the Director of Compliance, General
Counsel or Associate General Counsel. Although it may be lawful for an
analyst to act on the basis of material information that the company's
management has chosen to disclose selectively to that analyst, where the
information is provided in a one-on-one context,
<PAGE>
regulators are likely to question such conduct. Approval from the Law and
Regulation Department will therefore depend on the specific circumstances
of the information and the disclosure. Under the Supreme Court's
important decision of Dirks v. SEC, 463 U.S. 646 (1983), securities
------------
analysts may be free to act on selectively disclosed material information
if it is provided by company executives exclusively to achieve proper
corporate purposes.
b. If you obtain material information in the course of an analysts'
conference call or meeting conducted by a publicly-traded company in the
ordinary course of its business in which representatives of several other
firms or investors are also present (as distinguished from the one-on-one
situation described in the preceding paragraph), you may act on the basis
of that information without need to consult with the Director of
Compliance, General Counsel or Associate General Counsel, even if the
information has not yet been published by the news media. You should be
aware, however, that if there is something highly unusual about the
meeting or conference call that leads you to question whether it has been
authorized by the company or is otherwise suspect, you should first
consult with the Director of Compliance, General Counsel or Associate
General Counsel.
c. If you are provided material information by a company and are requested
to keep such information confidential, you may not trade while in
possession of that information before first obtaining the approval of the
Director of Compliance, General Counsel or the Associate General Counsel.
As these examples illustrate, the legal requirements governing insider
trading are not always obvious. You should therefore always consult with the
Director of Compliance, General Counsel or Associate General Counsel if you have
any question at all about the appropriateness of your proposed conduct.
3. Restricting Access To Material, Non-Public Information
------------------------------------------------------
Information in your possession that you identify as material and non-public
may not be communicated to anyone, including persons within Seligman, except
as provided in paragraphs 1 and 2 above. In addition, care should be taken
so that such information is secure. For example, files containing material,
non-public information should be sealed; access to computer files containing
material, non-public information should be restricted.
4. Resolving Issues Concerning Insider Trading
-------------------------------------------
If, after consideration of the items set forth in paragraphs 1 and 2, doubt
remains as to whether information is material or non-public, or if there is
any unresolved question as to the applicability or interpretation of the
foregoing procedures, or as to the propriety of any action, it must be
discussed with the Director of Compliance, General Counsel and or the
Associate General Counsel before trading or communicating the information to
anyone.
5. Personal Securities Trading
---------------------------
All Employees shall follow with respect to personal Securities trading the
procedures set forth in the Code of Ethics. In addition, no Employee shall
establish a brokerage Account with a Firm other than those previously
approved without the prior consent of the Director of Compliance and every
Employee shall be subject to reporting requirements under Section III.5 of
the Code of Ethics. The Director of Compliance, or his designee, shall
monitor the personal Securities trading of all Employees.
<PAGE>
Appendix B
Amended November 19, 1999
J. & W. SELIGMAN & CO. INCORPORATED
-----------------------------------
TRADE AUTHORIZATION REQUEST FORM
1. Name of Employee/Telephone Number: _________________
2. If different than #1, name of the person in whose
account the trade will occur: _________________
3. Relationship of (2) to (1): _________________
4. Name the firm at which the account is held: _________________
5. Name of Security: _________________
6. Number of shares or units to be bought or
sold or amount of bond: _________________
7. Approximate price per share, unit or bond: _________________
8. Check those that are applicable: ______ Purchase ______ Sale
_____ Market Order ______ Limit Order (Price of Limit Order: _____)
<TABLE>
<S> <C> <C> <C>
9. Do you possess material non public information regarding
the Security or the issuer of the Security? ______ Yes ______ No
10. To your knowledge, are there any outstanding (purchase or
sell) orders for this Security or any Equivalent Security by
a Seligman Client? ______ Yes ______ No
11. To your knowledge, is this Security or Equivalent Security
being considered for purchase or sale for one or more
Seligman Clients? ______ Yes ______ No
12. Is this Security being acquired in an initial or secondary public
offering? ______ Yes ______ No
13. Is this Security being acquired in a private placement? ______ Yes ______ No
14. Have you or any Related Account covered by the pre-
authorization provisions of the Code purchased or sold
this Security within the past 60 days? ______ Yes ______ No
</TABLE>
<PAGE>
For Investment Team Members Only:
---------------------------------
15. Has any Client Account managed by your team
purchased or sold this Security or Equivalent
Security within the past seven calendar days
or do you expect any such account to purchase
or sell this Security or Equivalent Security
within seven calendar days of your purchase or
sale? ______ Yes ______ No
16. Why is this Security Transaction appropriate for you and not for one or more
of your team's Clients?
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
- - - - - -
I have read the J. & W. Seligman & Co. Incorporated Code of Ethics, as revised
on November 19, 1999, within the prior 12 months and believe that the proposed
trade(s) fully complies with the requirements of the Code of Ethics and Insider
Trading policy.
____________________________
Employee Signature
____________________________
Date Submitted
Authorized by: ________________________
Date: ________________________
<PAGE>
Appendix C
Amended November 19, 1999
REPORT OF SECURITIES BENEFICIALLY OWNED
AS OF DECEMBER 31, 1999
The following is a list of all Securities positions (except open-end
investment companies, U.S. Government Securities and money market instruments)
in which I have direct or indirect beneficial ownership, as defined in the Code
of Ethics. This includes Securities held at home, in safe deposit boxes or by
an issuer.
Description of Security No. of Shares Principal Amount Location of Security
- ----------------------- ------------- ---------------- -------------------
- ----------------------- ------------- ---------------- -------------------
- ----------------------- ------------- ---------------- -------------------
- ----------------------- ------------- ---------------- -------------------
_______ The list above (and any additional sheets I have attached)
represents all my Securities positions in which I have direct or
indirect beneficial ownership as defined in the Code of Ethics.
_______ I only have a beneficial ownership interest in open-end
investment companies, U.S. Government Securities and money market
instruments, and/or I do not beneficially own any Securities.
Date: ________________________ _____________________________
First Last, Company
<PAGE>
Appendix D
----------
Amended November 19, 1999
EMPLOYEE REPORTING QUESTIONNAIRE
--------------------------------
Employee Name: _______________ Ext: ______ Department: ___________________
Please Print
Company/Affiliate: _________________ Supervisor: ___________________
1. Securities Accounts
-------------------
Do you have any Accounts in which Securities can be purchased or sold over
which you have control or in which you have a Beneficial Interest, as
defined in Seligman's Code of Ethics?
Yes _______ No ________
If yes, please list all such Accounts:
Account Account Type of
Institution Number Title Account
------------- ------- ------- -------
- ---------------------- -------------- --------------- ------------------
- ---------------------- -------------- --------------- ------------------
- ---------------------- -------------- --------------- ------------------
2. Financial Interests
-------------------
Do you have any private placements, restricted stock warrants, general or
limited partnerships, or other investment interests in any organization
(public, private or charitable) not held in the accounts listed above?
Please include Securities and certificates held in your custody.
Yes _______ No _______
If yes, please describe:
______________________________________________________________________________
______________________________________________________________________________
3. Outside Activities/Affiliations
-------------------------------
a) Do you have any activities outside Seligman or its affiliates for which you
receive additional compensation:
Yes _______ No _______
If yes, please describe:
__________________________________________________________________________
__________________________________________________________________________
b) Do you serve in the capacity of officer, director, partner or employee (or
in any other fiduciary capacity) for any company or organization (public,
private or charitable) other than Seligman or its affiliates.
Yes ______ No _______
If yes, please describe:
__________________________________________________________________________
__________________________________________________________________________
I hereby certify that I have read and understand the foregoing statements
and that each of my responses thereto are true and complete. I agree to
immediately inform the Director of Compliance if there is any change in any
of the above answers. I also understand that any misrepresentation or
omissions of facts in response to this questionnaire and failure to
immediately inform the Director of Compliance of any changes to responses
provided herein may result in termination of my employment.
__________________________________ ___________________________
Employee's Signature Date
__________________________________
Title
<PAGE>
Appendix E
Amended November 19, 1999
Annual Certification of Compliance with the Code of Ethics
----------------------------------------------------------
I acknowledge that I have received and read the Code of Ethics and Insider
Trading Policies and Procedures, as amended on November 19, 1999 and hereby
agree, in consideration of my continued employment by J. & W. Seligman & Co.
Incorporated, or one of its subsidiaries or affiliates, to comply with the Code
of Ethics and Insider Trading Policies and Procedures.
I hereby certify that during the past calendar year:
1. In accordance with the Code of Ethics, I have fully disclosed the Securities
holdings in my Employee Account(s) and Employee Related Account(s) (as
defined in the Code of Ethics).
2. In accordance with the Code of Ethics, I have maintained all Employee
Accounts and Employee Related Accounts at Ernst & Company (Investec) or
Merrill Lynch located at 712 Fifth Avenue, New York, NY except for Accounts
as to which the Director of Compliance has provided written permission to
maintain elsewhere.
3. In accordance with the Code of Ethics, except for transactions exempt from
reporting under the Code of Ethics, I have arranged for the Director of
Compliance to receive duplicate confirmations and statements for each
Securities Transaction of all Employee Accounts and Employee Related
Accounts, and I have reported all Securities Transactions in each of my
Employee Accounts and Employee Related Accounts.
4. I have complied with the Code of Ethics in all other respects.
________________________________
Employee Signature
________________________________
Date:____________ Print Name
