November 20, 1995
Rule 24f-2 Notice for Seligman Tax-Exempt Fund Series, Inc.
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Division of Investment Management
File No. 2-86008
Dear Sirs:
Seligman Tax-Exempt Fund Series, Inc. hereby provides the following
information with respect to sales of its capital stock pursuant to Rule 24f-2
under the Investment Company Act of 1940:
1. Fiscal year for which notice is filed: September 30, 1995.
2. Number of shares registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 which remained unsold at the beginning of such fiscal
year: -0-
3. Number of shares registered during such fiscal year other than pursuant
to Rule 24f-2: -0-
4. Number of shares sold during such fiscal year:
Shares (a)
National Series 2,028,730
Colorado Series 285,067
Georgia Series 681,598
Louisiana Series 244,500
Maryland Series 458,618
Massachusetts Series 1,131,692
Michigan Series 943,949
Minnesota Series 864,078
Missouri Series 277,760
New York Series 1,134,631
Ohio Series 746,396
Oregon Series 728,957
South Carolina Series 1,265,415
----------
Total 10,791,391
<PAGE>
Securities and Exchange Commission November 20, 1995
Division of Investment Management
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5. Number of shares sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2: Same as item 4.
A filing fee of $1,514.30 is enclosed as calculated on the following pages
as is the opinion of counsel required by Rule 24f-2.
Very truly yours,
Seligman Tax-Exempt Fund Series, Inc.
Thomas G. Rose
By ______________________
Thomas G. Rose
Treasurer
Enclosure
_________________________
<PAGE>
Securities and Exchange Commission November 20, 1995
Division of Investment Management
<TABLE>
<CAPTION>
(a) The following is a calculation of the fee payable pursuant to paragraph
(c) of Rule 24f-2:
Fiscal Year Ended 9/30/95
National Series Colorado Series Georgia Series Louisiana Series
Class A Class D Class A Class D Class A Class D Class A Class D
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $12,709,268 $1,720,327 $1,993,878 $102,709 $3,947,854 $1,265,180 $1,905,906 $65,763
Aggregate redemption or repurchase
price of shares redeemed or
purchased during previous fiscal year (28,653,168) (1,043,576) (8,335,038) (11,732) (12,718,695) (197,186)(5,472,051) (354,393)
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule 24e-2(a) - - - - - - - -
Total ($15,943,900) $676,751 ($6,341,160) $90,977 ($8,770,841) $1,067,994($3,566,145)($288,630)
----------- -------- ------------ ------- ----------- --------- ----------- --------
(Total X .000345) 0 233.48 0 31.39 0 368.46 0 0
Maryland Series Massachusetts Series Michigan Series Minnesota Series
Class A Class D Class A Class D Class A Class D Class A Class D
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $3,230,028 $381,011 $8,222,164 $688,185 $7,454,137 $685,301 $5,798,294 $1,018,854
Aggregate redemption or repurchase
price of shares redeemed or
purchased during previous fiscal year (8,335,133) (213,356) (20,149,668) (950,800)(16,991,731) (240,087)(15,012,574) (525,033)
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule) - - - - - - - -
Total ($5,105,105) $167,655 ($11,927,504)($262,615)($9,537,594) $445,214 ($9,214,280) $493,821
----------- -------- ------------- --------- ----------- -------- ----------- --------
Fee (Total X .000345) 0 57.84 0 0 0 153.60 0 170.37
<PAGE>
Securities and Exchange Commission Division of Investment Management
(a) (continued)
Fiscal Year Ended 9/30/95
Missouri Series New York Series Ohio Series Oregon Series
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Class D Class A Class D Class A Class D Class A Class D
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $1,915,897 $221,573 $8,008,068 $522,185 $5,792,262 $306,089 $4,718,959 $897,335
Aggregate redemption or repurchase
price of shares redeemed or
purchased during previous fiscal year (6,938,553) (86,445) (21,090,078) (163,991)(18,543,729) (10,683) (8,652,052) (329,673)
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule 24e-2(a) - - - - - - - -
Total ($5,022,656) $135,128 ($13,082,010) $358,194 ($12,751,467) $295,406 ($3,933,093) $567,662
----------- ------- ----------- -------- ----------- -------- ----------- -------
Fee (Total X .000345) 0 46.62 0 123.58 0 101.92 0 195.84
South Carolina Series Total
Fees
Class A Class D
<S> <C> <C> <C>
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $9,505,888 $530,058 N/A
Aggregate redemption or repurchase
price of shares redeemed or
purchased during previous fiscal year (20,525,348) (439,633) N/A
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule 24e-2(a) - - -
Total ($11,019,460) $90,425 N/A
------------- ------- ---------
Fee (Total X .000345) 0 31.20 $1,514.30
</TABLE>
<PAGE>
SELIGMAN TAX-EXEMPT FUND SERIES, INC.
The undersigned, Treasurer of Seligman Tax-Exempt Fund Series, Inc., a
Maryland corporation (the "Company"), does hereby certify as follows:
1. From October 1, 1994 through September 30, 1995, the Company issued
an aggregate of 10,791,391 shares of its Capital Stock, $0.001 par value as
follows:
Shares
National Series 2,028,730
Colorado Series 285,067
Georgia Series 681,598
Louisiana Series 244,500
Maryland Series 458,618
Massachusetts Series 1,131,692
Michigan Series 943,949
Minnesota Series 864,078
Missouri Series 277,760
New York Series 1,134,631
Ohio Series 746,396
Oregon Series 728,957
South Carolina Series 1,265,415
2. In respect of the issuance of such 10,791,391 shares, the
Company received aggregate cash consideration (net of any sales commissions) of
$81,900,408 as follows.
National Series $ 14,338,553
Colorado Series 2,045,773
Georgia Series 5,107,023
Louisiana Series 1,909,362
Maryland Series 3,535,860
Massachusetts Series 8,803,544
Michigan Series 7,882,222
Minnesota Series 6,658,171
Missouri Series 2,077,202
New York Series 8,402,904
Ohio Series 5,896,588
Oregon Series 5,475,757
South Carolina Series 9,767,449
3. With respect to each share issued, the Company received cash
consideration not less than its net asset value per share on the date issued and
not less than $0.001.
<PAGE>
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4. At no time during the period from October 1, 1994 through
September 30, 1995 were shares of any series of the Company's Capital Stock
issued and outstanding in excess of the following numbers of authorized shares:
Shares Authorized
National Series 40,000,000
Colorado Series 25,000,000
Georgia Series 20,000,000
Louisiana Series 20,000,000
Maryland Series 20,000,000
Massachusetts Series 30,000,000
Michigan Series 30,000,000
Minnesota Series 30,000,000
Missouri Series 40,000,000
New York Series 20,000,000
Ohio Series 30,000,000
Oregon Series 20,000,000
South Carolina Series 20,000,000
In Witness Thereof, I have hereunto signed my name as Treasurer of the
Company.
Date: October 11, 1995
Thomas G. Rose
________________________
Thomas G. Rose
Treasurer
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street, New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
250 PARK AVENUE, NEW YORK 10177-0021
(212) 558-3792 (250 Park Avenue)
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
November 20, 1995
Seligman Tax-Exempt Fund Series, Inc.,
100 Park Avenue,
New York, New York 10017.
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of 1940
with respect to your Capital Stock, $0.001 par value ("Capital Stock"), as
follows: 2,028,730 shares of Capital Stock of your Natio Tax-Exempt Series (the
"National Shares"); 285,067 shares of Capital Stock of your Colorado Tax-Exempt
Series (the "Colorado Shares"); 681,598 shares of Capital Stock of your Georgia
Tax-Exempt Series (the "Georgia Shares"); 244,500 shares of Capital Stock of
your Louisiana Tax-Exempt Series (the "Louisiana Shares"); 458,618 shares of
Capital Stock of your Maryland Tax-Exempt Series (the "Maryland Shares");
1,131,692 shares of Capital Stock of your Massachusetts Tax-Exempt Series (the
"Massachusetts Shares"); 943,949 shares of Capital Stock of your Michigan
Tax-Exempt Series (the "Michigan Shares"); 864,078 shares of Capital Stock of
your Minnesota Tax-Exempt Series (the "Minnesota Shares"); 277,760 shares of
Capital Stock of your Missouri Tax-Exempt Series (the "Missouri Shares");
1,134,631 shares of Capital Stock of your New York Tax-Exempt Series (the "New
York Shares"); 746,396 shares of Capital Stock of your Ohio Tax-Exempt Series
(the "Ohio Shares"); 728,957 shares of Capital Stock of your Oregon Tax-Exempt
Series (the "Oregon Shares"); and 1,265,415 shares of Capital Stock of your
South Carolina Tax-Exempt Series (the "South Carolina Shares").
As your counsel, we are familiar with your organization and corporate
status and validity of your Capital Stock.
We advise you that, in our opinion, the National Shares, the Colorado
Shares, the Georgia Shares, the Louisiana Shares, the Maryland Shares, the
Massachusetts Shares, the Michigan Shares, the Minnesota Shares, the Missouri
Shares, the New York Shares, the Ohio Shares, the Oregon Shares, and the South
Carolina Shares are legally and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Maryland, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the notice referred to above. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securit Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
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SULLIVAN & CROMWELL
