February 22, 1995
Rule 24f-2 Notice for Seligman Portfolios, 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. 33-15253
Dear Sirs:
Seligman Portfolios, 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: 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)Seligman Capital Portfolio 250,641 shares
Seligman Cash Management Portfolio 2,322,638 shares
Seligman Common Stock Portfolio 602,357 shares
Seligman Communications and Information Portfolio 47,368 shares
Seligman Fixed Income Securities Portfolio 229,957 shares
Seligman Frontier Portfolio 15,970 shares
Seligman Henderson Global Emerging Companies Portfolio 12,723 shares
Seligman Henderson Global Portfolio 114,731 shares
Seligman Income Portfolio 423,636 shares
---------
Total 4,020,021 shares
5. Number of shares sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2: 4,020,021
<PAGE>
Securities and Exchange Commission -2- February 22, 1995
Division of Investment Management
A filing fee of $759.75 is enclosed as calculated on the following page
as is the opinion of counsel required by Rule 24f-2.
Very truly yours,
Seligman Portfolios, Inc.
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
Seligman
Seligman Seligman Cash Seligman Communications Seligman Fixed
Capital Management Common Stock and Information Income Securities
Portfolio Portfolio Portfolio Portfolio Portfolio
<S> <C> <C> <C> <C> <C>
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $3,619,176 $2,322,638 $9,040,523 $476,552 $2,264,202
Aggregate redemption or repurchase
price of shares redeemed or
purchased during previous fiscal year (3,298,449) (2,322,134) (10,753,287) 0 (2,306,325)
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule 24e-2(a) - - - - -
Total $320,727 $504 ($1,712,764) $476,552 ($42,123)
Fee (Total X .000345) $110.65 $0.17 $0.00 $164.41 $0.00
-------- ------ ------ -------- -----
Seligman Seligman Henderson Seligman Seligman Total
Frontier Global Emerging Henderson Global Income Fees
Portfolio Companies Portfolio Portfolio Portfolio
<S> <C> <C> <C> <C> <C>
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $159,998 $127,418 $1,317,845 $4,595,781 N/A
Aggregate redemption or repurchase
price of shares redeemed or
purchased during previous fiscal year 0 (219) (200,627) (5,127,245) N/A
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule) - - - - -
Total $159,998 $127,199 $1,117,218 ($531,464) N/A
Fee (Total X .000345) $55.20 $43.88 $385.44 $0.00 $759.75
------- ------- -------- ------ -------
</TABLE>
<PAGE>
SELIGMAN PORTFOLIOS, INC.
The undersigned, Treasurer of Seligman Portfolios, Inc., a Maryland
Corporation (the "company"), does hereby certify as follows:
1. From January 1, 1994 through December 31, 1994, the Company issued
an aggregate of 4,020,021 shares of its Capital Stock, $0.001 par value.
Seligman Capital Portfolio 250,641 shares
Seligman Cash Management Portfolio 2,322,638 shares
Seligman Common Stock Portfolio 602,357 shares
Seligman Communications and Information Portfolio 47,368 shares
Seligman Fixed Income Securities Portfolio 229,957 shares
Seligman Frontier Portfolio 15,970 shares
Seligman Henderson Global Emerging Companies Portfolio 12,723 shares
Seligman Henderson Global Portfolio 114,731 shares
Seligman Income Portfolio 423,636 shares
-------
Total 4,020,021 shares
2. In respect of the issuance of such 4,020,021 shares, the Company
received aggregate cash consideration (net of any sales commissions) of
$23,924,133.
Seligman Capital Portfolio $3,619,176
Seligman Cash Management Portfolio 2,322,638
Seligman Common Stock Portfolio 9,040,523
Seligman Communications and Information Portfolio 476,552
Seligman Fixed Income Securities Portfolio 2,264,202
Seligman Frontier Portfolio 159,998
Seligman Henderson Global Emerging Companies Portfolio 127,418
Seligman Henderson Global Portfolio 1,317,845
Seligman Income Portfolio 4,595,781
---------
23,924,133
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.
<PAGE>
-2-
SELIGMAN PORTFOLIOS, INC.
4. At no time during the period from January 1, 1994 through December
31, 1994 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
Seligman Capital Portfolio 20,000,000
Seligman Cash Management Portfolio 100,000,000
Seligman Common Stock Portfolio 20,000,000
Seligman Communications and Information Portfolio 20,000,000
Seligman Fixed Income Securities Portfolio 20,000,000
Seligman Frontier Portfolio 20,000,000
Seligman Henderson Global Emerging Companies Portfolio 20,000,000
Seligman Henderson Global Portfolio 20,000,000
Seligman Income Portfolio 20,000,000
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 Portfolios, 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 (the "Shares"),
as follows: 250,641 shares of Capital Stock of your Seligman Capital Portfolio
(the "Capital Shares"); 2,322,638 shares of Capital Stock of your Seligman Cash
Management Portfolio (the "Cash Management Shares"); 602,357 shares of Capital
Stock of your Seligman Common Stock Portfolio (the "Common Stock Shares") 47,368
shares of Capital Stock of your Seligman Communication and Information Portfolio
(the "Communication and Information Shares"); 423,636 shares of Capital Stock of
your Seligman Income Portfolio (the "Income Shares"); 229,957 shares of Capital
Stock of your Seligman Fixed Income Portfolio (the "Fixed Income Shares");
<PAGE>
Seligman Portfolios, Inc. -2-
15,970 shares of Capital Stock of your Seligman Frontier Portfolio (the
"Frontier Shares"); 12,723 shares of Capital Stock of your Seligman Henderson
Global Emerging Companies Portfolio (the "Henderson Global Emerging Companies
Shares") and 114,731 shares of Capital Stock of your Seligman Henderson Global
Portfolio (the "Henderson Global 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 Capital Shares, the Cash Management
Shares, the Common Stock Shares, the Income Shares, and the Fixed Income 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 Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
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SULLIVAN & CROMWELL
