February 22, 1995
Rule 24f-2 Notice for Seligman High Income Fund Series
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Division of Investment Management
File No. 2-93076
Dear Sirs:
Seligman High Income Fund Series 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: December 31, 1994.
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:
(a) High-Yield Bond Series 4,116,301 shares
U.S. Government Series 1,720,562 shares
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Total 5,836,863 shares
5. Number of shares sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2: 5,836,863
<PAGE>
Securities and Exchange Commission -2- February 22, 1995
Division of Investment Management
A filing fee of $4,292.45 is enclosed as calculated on the following
page as is the opinion of counsel required by Rule 24f-2.
Very truly yours,
Seligman High Income Fund Series
Thomas G. Rose
--------------
Thomas G. Rose
Treasurer
Enclosure
-------------------------
<PAGE>
Securities and Exchange Commission February 22, 1995
Division of Investment Management
(a) The following is a calculation of the fee
payable pursuant to paragraph (c) of Rule 24f-2:
<TABLE>
<CAPTION>
Fiscal Year Ended
12/31/94
Total
U.S. Fees
High-Yield Bond Government Series
Class A Class D Class A Class D
<S> <C> <C> <C> <C> <C>
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $18,571,409 $9,179,399 $5,141,770 $6,793,148 N/A
Aggregate redemption or repurchase
price of shares redeemed or
purchased during previous fiscal year (17,480,191) (1,976,206) (15,375,460) (2,645,667) N/A
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule 24e-2(a) - - - - -
Total $1,091,218 $7,203,193 ($10,233,690) $4,147,481 N/A
Fee (Total X .000345) $376.47 $2,485.10 $0.00 $1,430.88 $4,292.45
</TABLE>
<PAGE>
SELIGMAN HIGH INCOME FUND SERIES
The undersigned, Treasurer of Seligman High Income Fund Series, an
unincorporated business trust under the laws of Massachusetts (the "company"),
does hereby certify as follows:
1. From January 1, 1994 through December 31, 1994, the Company issued
an aggregate of 5,836,863 shares of its Capital Stock, $0.001 par value.
High-Yield Bond Series 4,116,301
U.S. Government Series 1,720,562
2. In respect of the issuance of such 5,836,863 shares, the Company
received aggregate cash consideration (net of any sales commissions) of
$39,216,861.
High-Yield Bond Series $27,352,167
U.S. Government Series 11,864,694
3. With respect to each share issued, the Company received cash
consideration not less than the net asset value per share on the date
issued and not less than $0.001.
4. The Declaration of Trust permits the Trustees to issue unlimited
number of full and fractional shares of beneficial interest, $0.001 par
value, in seperate series.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Company.
Date: January 19, 1995
Thomas G. Rose
------------------------
Thomas G. Rose
Treasurer
<PAGE>
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
125 Broad Street, New York 10004-2498
__________
250 PARK AVENUE, NEW YORK 10177-0021
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
444 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
February 22, 1995
Seligman High Income Fund Series,
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 shares of Capital Stock, $0.001 par value (the "Shares"),
as follows: 4,116,301 shares of Capital Stock of your High-Yield Bond Series
(the "High-Yield Bond Shares") and 1,720,562 shares of Capital Stock of your
U.S. Government Series (the "U.S. Government Shares").
As your counsel, we are familiar with your organization and corporate
status and validity of your shares of beneficial interest.
We advise you that, in our opinion, the High-Yield Bond Shares and the U.S.
Government Shares were legally and validly issued, and are fully paid and
non-assessable.
<PAGE>
Seligman High Income Fund Series -2-
The foregoing opinion is limited to the laws of the Commonwealth of
Massachusetts, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction. With respect to all matters of Massachusetts law, we
have relied upon the opinion, dated February 26, 1993 of Ropes & Gray, and our
opinion is subject to the same qualifications and limitations with respect to
such matters as are contained in such opinion of Ropes & Gray.
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 Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
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SULLIVAN & CROMWELL
