File No. 33-______
811-______
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. __ |_|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. __ |_|
SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC.
(Exact name of registrant as specified in charter)
- --------------------------------------------------------------------------------
100 PARK AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive offices)
Registrant's Telephone Number: 212-850-1864 or Toll Free: 800-221-2450
- --------------------------------------------------------------------------------
THOMAS G. ROSE, Treasurer, 100 Park Avenue, New York, New York 10017
(Name and address of agent for service)
- --------------------------------------------------------------------------------
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this
Registration Statement
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (check appropriate box):
|_| immediately upon filing pursuant to paragraph (b)
|_| on (date) pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on (date) pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| on (date) pursuant to paragraph (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.
Calculation of Registration Fee Under the Securities Act of 1933
<TABLE>
<CAPTION>
Proposed Proposed
Title of Securities Amount Being Maximum Offering Maximum Aggregate Amount of
Being Registered Registered Price Per Share Offering Price Registration Fee
---------------- ---------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Capital Stock par value Indefinite1 To be determined To be determined $500
value $.001 per share
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
- --------------------
1 Registrant elects to register an indefinite number of shares pursuant to Rule
24f-2 under the Investment Company Act of 1940.
<PAGE>
SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC.
FORM N-1A CROSS REFERENCE SHEET
Pursuant to Rule 481(a)
<TABLE>
<CAPTION>
Item in Part A of Form N-1A Location in Prospectus
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Summary of Fund Expenses
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Cover Page; Organization and Capitalization
5. Management of the Fund Management Services
5a. Manager's Discussion of Fund Performance Management Services
6. Capital Stock and Other Securities Organization and Capitalization
7. Purchase of Securities Being Offered Purchase of Shares; Administration, Shareholder Services and Distribution
Plan
8. Redemption or Repurchase Telephone Transactions; Redemption of Shares; Exchange Privilege
9. Pending Legal Proceedings Not Applicable
Item in Part B of Form N-1A Location in Statement of Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information; Organization and Capitalization (Prospectus);
Appendix
13. Investment Objectives and Policies Investment Objectives, Policies And Risks; Investment Limitations
14. Management of the Registrant Management And Expenses
15. Control Persons and Principal Directors and Officers
Holders of Securities
16. Investment Advisory and Other Services Management and Expenses; Distribution Services
17. Brokerage Allocation Portfolio Transactions; Administration, Shareholder Services and
Distribution Plan
18. Capital Stock and Other Securities General Information; Organization and Capitalization (Prospectus)
19. Purchase, Redemption and Pricing Purchase and Redemption of Fund Shares; Valuation
of Securities being offered
20. Tax Status Federal Income Taxes (Prospectus)
21. Underwriters Distribution Services
22. Calculation of Performance Data Performance
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC.
100 Park Avenue
New York N. Y. 10017
New York City Telephone: (212) 850-1864
Toll-Free Telephone: (800) 221-2450--all continental United States
For Retirement Plan Information--Toll-Free Telephone: (800) 445-1777
September , 1995
Seligman Small Company Technology Fund, Inc. (the "Fund") is a mutual fund
which invests to produce long-term capital appreciation. The Fund invests pri-
marily in securities of companies with business operations in technology and
technology-related industries that have a market capitalization of less than
$1 billion at the time of purchase.
Investment advisory and management services are provided to the Fund by J. &
W. Seligman & Co. Incorporated (the "Manager") and its subadviser in respect
of certain foreign securities is Seligman Henderson Co. (the "Subadviser").
The Fund's distributor is Seligman Financial Services, Inc., an affiliate of
the Manager and the Subadviser. For a description of the Fund's investment ob-
jective and policies, and certain risks associated with an investment in the
Fund, see "Investment Objective, Policies And Risks." There can be no assur-
ance that the Fund's investment objective will be achieved.
Shares of the Fund are sold subject to an initial sales load of up to 4.75%
and an annual service fee currently charged at a rate of up to .25 of 1% of
the Fund's average daily net asset value. Shares of the Fund may be purchased
through any authorized investment dealer. The Fund intends to close to new in-
vestors when it reaches approximately $125 million in total assets. Additional
investments will be limited based on the value of a shareholder's account. For
more information, see "Purchase Of Shares."
This Prospectus sets forth concisely the information a prospective investor
should know about the Fund before investing. Please read it carefully before
you invest and keep it for future reference. Additional information about the
Fund, including a Statement of Additional Information, has been filed with the
Securities and Exchange Commission. The Statement of Additional Information is
available upon request and without charge by calling or writing the Fund at
the telephone numbers or the address set forth above. The Statement of Addi-
tional Information is dated the same date as this Prospectus and is incorpo-
rated herein by reference in its entirety.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Summary Of Fund Expenses................ 2
Investment Objective, Policies And
Risks.................................. 3
Management Services..................... 5
Purchase Of Shares...................... 7
Telephone Transactions.................. 11
Redemption Of Shares.................... 11
Administration, Shareholder Services And
Distribution Plan...................... 13
</TABLE>
<TABLE>
<CAPTION>
PAGE
<S> <C>
Exchange Privilege.................................................... 14
Further Information About Transactions In The Fund.................... 15
Dividends And Distributions........................................... 15
Federal Income Taxes.................................................. 16
Shareholder Information............................................... 17
Advertising The Fund's Performance.................................... 19
Organization And Capitalization....................................... 19
</TABLE>
<PAGE>
SUMMARY OF FUND EXPENSES
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on
Purchases (as a percentage of
offering price)..................... 4.75%
Sales Load on Reinvested Dividends... None
Deferred Sales Load (as a percentage
of original purchase price or
redemption proceeds, whichever is
lower).............................. None
Redemption Fees...................... None
Exchange Fees........................ None
ANNUAL FUND OPERATING EXPENSES*
(as a percentage of average net assets)
Management Fees...................... 1.25%
12b-1 Fees........................... .25%
Other Expenses....................... .69%
-----
Total Fund Operating Expenses........ 2.19%
=====
</TABLE>
The purpose of this table is to assist investors in understanding the vari-
ous costs and expenses which shareholders of the Fund bear directly or indi-
rectly. The sales load is a one-time charge paid at the time of purchase of
shares. Reductions in sales loads are available in certain circumstances. For
more information concerning reduction in sales loads and for a more complete
description of the various costs and expenses, see "Purchase Of Shares," "Re-
demption Of Shares" and "Management Services" herein. The Fund's Administra-
tion, Shareholder Services and Distribution Plan to which the caption "12b-1
Fees" relates is discussed under "Administration, Shareholder Services and
Distribution Plan" herein. Other Expenses is based on estimated amounts for
the Fund's fiscal year ending December 31, 1995.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
EXAMPLE ------ -------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time
period.......................................................... $69 $113
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN AND THE 5% AN-
NUAL RETURN USED IN THIS EXAMPLE IS A HYPOTHETICAL RATE.
* Annualized
2
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RISKS
The Fund is an open-end diversified management investment company, as de-
fined in the 1940 Act, or mutual fund, incorporated in Maryland in 1995.
The investment objective of the Fund is long-term capital appreciation. The
Fund seeks to achieve its objective by making investments of at least 75% of
its net assets, exclusive of government securities, short-term notes, cash and
cash equivalents, in securities of companies with business operations in tech-
nology and technology-related industries that have market capitalization of
less than $1 billion at the time of purchase. This investment objective is a
fundamental policy and may not be changed without shareholder approval. There
can be no assurance that the Fund will achieve its investment objective.
The use of existing and developing technologies is an increasingly important
component of human societies in every part of the civilized world, and the
Manager believes that rapidly changing technologies and the expansion of tech-
nology and technology-related industries provide a favorable environment for
investment in small companies. The Fund defines technology as the use of sci-
ence to create new products and services. As such, the industry comprises not
only information technology and communications but also such things as medi-
cal, environmental and bio-technology. The Fund may invest in a broad range of
technologies. The technology market has exhibited and continues to demonstrate
rapid growth both through increasing demand for existing products and services
and the broadening of the technology market. Penetration rates remain low for
much existing technology while emerging technologies such as multimedia and
genetic engineering are opening up whole new markets. The application of new
technology to traditional industries is, in many cases, revolutionizing both
manufacturing and distribution. Older technologies such as photography and
print may also be represented in the Fund's portfolio.
The Fund invests primarily in common stocks. It also may invest in securi-
ties convertible into or exchangeable for common stocks, in rights and war-
rants to purchase common stocks and in debt securities or preferred stocks be-
lieved to provide opportunities for capital gain. The Fund may also engage in
short sales.
It is the Fund's present intention not to invest more than 5% of its net as-
sets in debt securities which are not rated within the four highest rating
categories by Standard & Poor's Corporation or by Moody's Investors Service,
Inc.
The Fund's portfolio holdings are subject to continual review, and changes
may be made whenever the Manager believes that such holdings are no longer
consistent with the Fund's capital appreciation objective. Neither the length
of time a security has been held nor the rate of turnover of the Fund's port-
folio is considered a limiting factor on changes. Portfolio turnover may vary
with such changes.
SHORT SALES. The Fund may seek to realize capital appreciation through short
sale transactions, which are transactions in which the Fund sells a security
it does not own in anticipation of a decline in the market value of that secu-
rity. To complete such a transaction, the Fund must borrow the security to
make delivery to the buyer. The Fund then is obligated to replace the security
borrowed by purchasing it at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security
was sold by the Fund. The Fund will incur a loss as a result of the short sale
if the price of the security increases between the date of the short sale and
the date on which the Fund replaces the borrowed security. The Fund will real-
ize a gain if the security declines in price between those dates.
No securities will be sold short if, after effect is given to any such short
sale, more than 25% of the value of the Fund's net assets (exclusive of pro-
ceeds from outstanding short sales) will be, when added together, (i) in de-
posits collateralizing obligations to re
3
<PAGE>
place securities borrowed to effect short sales and (ii) allocated to a segre-
gated account in connection with short sales. The Fund may not sell short the
securities of any single issuer listed on a national securities exchange to
the extent of more than 2% of the value of the Fund's net assets. The Fund may
not sell short the securities of any class of an issuer to the extent of more
than 2% of the outstanding securities of that class at the time of the trans-
action.
HEDGING OPERATIONS. The Fund may purchase call and put options on portfolio
securities in an attempt to hedge its portfolio. The Fund will not purchase
options for speculative purposes. The Fund may purchase call options to pro-
vide a hedge against an increase in the price of a security sold short by the
Fund. Purchasing a call option will give the Fund the right to buy, and obli-
gate the writer to sell, the underlying security at the exercise price at any
time during the option period.
The Fund may purchase put options to provide a hedge against a decrease in
the price of a security held by the Fund. Purchasing a put option gives the
Fund the right to sell, and obligates the writer to buy the underlying secu-
rity at the exercise price at any time during the option period.
When the Fund purchases an option, it is required to pay a premium to the
party writing the option and a commission to the broker selling the option. If
the option is exercised by the Fund, the premium and the commission paid may
be greater than the amount of the brokerage commission charged if the security
were to be purchased or sold directly.
BORROWING. The Fund may from time to time borrow money for temporary, ex-
traordinary or emergency purposes and may invest the funds in additional secu-
rities. It may borrow only from banks and may not borrow in excess of one-
third of the value of its total assets, less liabilities other than such bor-
rowing, or pledge more than 15% of its total assets, taken at cost, to secure
the borrowing. These limits may be changed only by a vote of the shareholders.
Current asset value coverage of three times any amount borrowed is required at
all times.
Borrowed money creates an opportunity for greater capital appreciation, but
at the same time increases exposure to capital risk. The net cost of any money
borrowed would be an expense that otherwise would not be incurred, and this
expense could limit the Fund's net investment income in any given period.
LENDING OF PORTFOLIO SECURITIES. The Fund may lend portfolio securities to
brokers or dealers, banks or other institutional borrowers of securities. The
borrower must maintain with the Fund cash or equivalent collateral equal to at
least 100% of the market value of the securities loaned. During the time port-
folio securities are on loan, the borrower pays the Fund an amount equivalent
to any dividends or interest paid on the securities and the Fund may invest
the cash collateral and earn additional income or may receive an agreed upon
amount of interest income from the borrower.
RESTRICTED SECURITIES. The Fund may invest up to 15% of its net assets in
illiquid securities, including restricted securities (i.e., securities not
readily marketable without registration under the Securities Act of 1933 (the
"1933 Act")) and other securities that are not readily marketable. The Fund
may purchase restricted securities that can be offered and sold to "qualified
institutional buyers" under Rule 144A of the 1933 Act, and the Manager, acting
pursuant to procedures approved by the Fund's Board of Directors, may deter-
mine, when appropriate, that specific Rule 144A securities are liquid and not
subject to the 15% limitation on illiquid securities. Should this determina-
tion be made, the Manager, acting pursuant to such procedures, will carefully
monitor the security (focusing on such factors, among others, as trading ac-
tivity and availability of information) to determine that the Rule 144A secu-
rity continues to be liquid. It is not possible to predict with assurance ex-
actly how the market for restricted securities offered and sold under Rule
144A will develop. This investment practice
4
<PAGE>
could have the effect of increasing the level of illiquidity in the Fund, if
and to the extent that qualified institutional buyers become for a time unin-
terested in purchasing Rule 144A securities.
FOREIGN SECURITIES. The Fund may invest in commercial paper and certificates
of deposit issued by foreign banks and may invest in other securities of for-
eign issuers directly or through American Depository Receipts ("ADRs"), Euro-
pean Depository Receipts ("EDRs") or Global Depository Receipts ("GDRs") (col-
lectively, "Depository Receipts"). Foreign investments may be affected favor-
ably or unfavorably by changes in currency rates and exchange control regula-
tions. There may be less information available about a foreign company than
about a U.S. company and foreign companies may not be subject to reporting
standards and requirements comparable to those applicable to U.S. companies.
Foreign securities may not be as liquid as U.S. securities. Securities of for-
eign companies may involve greater market risk than securities of U.S. compa-
nies, and foreign brokerage commissions and custody fees are generally higher
than those in the United States. Investments in foreign securities may also be
subject to local economic or political risks, political instability and possi-
ble nationalization of issuers. Depository Receipts are instruments generally
issued by domestic banks or trust companies that represent the deposit of se-
curities of a foreign issuer. ADRs may be publicly traded on exchanges or
over-the-counter in the United States and are quoted and settled in dollars at
a price that generally reflects the dollar equivalent of the home country
share price. EDRs and GDRs are typically traded in Europe and in both Europe
and the United States, respectively. Depository Receipts may be issued under
sponsored or unsponsored programs. In a sponsored program, the issuer has made
arrangements to have its securities traded in the form of Depository Receipts.
In unsponsored programs, the issuers may not be directly involved in the crea-
tion of the program. Although regulatory requirements with respect to spon-
sored and unsponsored Depository Receipt programs are generally similar, the
issuers of securities represented by unsponsored Depository Receipts are not
obligated to disclose material information in the United States, and there-
fore, the import of such information may not be reflected in the market value
of such receipts. The Fund may invest up to 10% of its total assets in foreign
securities that it holds directly, but this 10% limit does not apply to for-
eign securities held through Depository Receipts which are traded in the
United States or to commercial paper and certificates of deposit issued by
foreign banks.
Except as noted above, the foregoing investment policies are not fundamental
and the Board of Directors of the Fund may change such policies without the
vote of a majority of the Fund's outstanding voting securities. A more de-
tailed description of the Fund's investment policies, including a list of
those restrictions on the Fund's investment activities which cannot be changed
without such a vote, appears in the Statement of Additional Information. Under
the 1940 Act, a "vote of a majority of the outstanding voting securities" of
the Fund means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares present at a
shareholders' meeting if more than 50% of the outstanding shares are repre-
sented at the meeting in person or by proxy.
SPECIAL RISK FACTORS. Because of its nature, an investment in the Fund en-
tails a substantial degree of risk, and, as such, should be considered specu-
lative and not appropriate for individuals who require safety of principal or
stable income from their investment. Additionally, an investment in the Fund
should not be considered to be a complete investment program.
The value of the Fund's shares may be susceptible to factors affecting tech-
nology and technology-related industries and to greater risk and market fluc-
tuation than an investment in a fund that invests in a broader range of port-
folio securities. Technology and technology-related industries may be subject
to
5
<PAGE>
greater governmental regulation than many other industries in certain coun-
tries; changes in governmental policies and the need for regulatory approvals
may have a material adverse effect on these industries. Additionally, these
companies may be subject to risks of developing technologies, competitive
pressures and other factors and are dependent upon consumer and business ac-
ceptance as new technologies evolve. Securities of smaller, less experienced
companies also may involve greater risks, such as limited product lines, mar-
kets and financial or managerial resources, and trading in such securities may
be subject to more abrupt price movements than trading in the securities of
larger companies. In addition, some of the investment techniques to be used by
the Fund involve other risks, as discussed above.
MANAGEMENT SERVICES
THE MANAGER. The Board of Directors provides broad supervision over the af-
fairs of the Fund. Pursuant to a Management Agreement approved by the Fund's
Board of Directors on July 20, 1995 and by the Fund's initial shareholder on
, 1995, the Manager manages the investments of the Fund and administers the
business and other affairs of the Fund. The address of the Manager is 100 Park
Avenue, New York, NY 10017.
The Manager also serves as manager of seventeen other investment companies
which, together with the Fund, comprise the "Seligman Group." These companies
are: Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc., Selig-
man Common Stock Fund, Inc., Seligman Communications and Information Fund,
Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Hen-
derson Global Fund Series, Inc., Seligman High Income Fund Series, Seligman
Income Fund, Inc., Seligman New Jersey Tax-Exempt Fund, Inc., Seligman Penn-
sylvania Tax-Exempt Fund Series, Seligman Portfolios, Inc., Seligman Quality
Municipal Fund, Inc., Seligman Select Municipal Fund, Inc., Seligman Tax-Ex-
empt Fund Series, Inc., Seligman Tax-Exempt Series Trust and Tri-Continental
Corporation. The aggregate assets of the Seligman Group are approximately $8.9
billion. The Manager also provides investment management or advice to
institutional accounts having an aggregate value of approximately $3.2 bil-
lion.
Mr. William C. Morris is Chairman and President of the Manager and Chairman
of the Board and Chief Executive Officer of the Fund. Mr. Morris owns a
majority of the outstanding voting securities of the Manager.
The Manager provides senior management for Seligman Data Corp., a wholly-
owned subsidiary of certain other investment companies in the Seligman Group,
which performs, at cost, certain recordkeeping functions for the Fund, main-
tains the records of shareholder accounts and furnishes dividend paying, re-
demption and related services.
The Manager is entitled to receive a management fee, calculated daily and
payable monthly, equal to 1.25% of the daily net assets of the Fund. The Fund
will pay all of its own expenses other than those assumed by the Manager or
the Subadviser including fees for necessary professional and brokerage servic-
es, cost of regulatory compliance, cost associated with maintaining corporate
existence, custody and shareholder service, shareholder relations and in-
surance costs.
THE SUBADVISER. Seligman Henderson Co. serves as Subadviser to the Fund pur-
suant to a Subadvisory Agreement between the Manager and the Subadviser (the
"Subadvisory Agreement"). The Subadvisory Agreement was approved by the Fund's
Board of Directors on July 20, 1995 and by the initial shareholder of the Fund
on , 1995. The Subadvisory Agreement provides that the Subadviser will su-
pervise and direct the Fund's foreign investments ("Qualifying Assets") in ac-
cordance with the Fund's investment objective, policies and restrictions. For
this service, the Subadviser will receive a fee from the Manager, payable
monthly equal to 1.25% per annum of the average monthly net Qualifying Assets
of the Fund, i.e., the Qualifying Assets less any related
6
<PAGE>
liabilities as designated by the Manager. The Fund is subject to limits on its
ability to invest in foreign securities as described above under "Investment
Objectives, Policies and Risks--Foreign Securities."
The Subadviser was founded in 1991 as a joint venture between the Manager
and Henderson International, Inc., a controlled affiliate of Henderson Admin-
istration Group plc. The Subadviser, headquartered in New York, was created to
provide international and global investment advice to institutional and indi-
vidual investors and investment companies in the United States. The Subadviser
currently serves as subadviser to Seligman Capital Fund, Inc., Seligman Common
Stock Fund, Inc., Seligman Communications and Information Fund, Inc., Seligman
Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson Global
Fund Series, Inc., Seligman Income Fund, Inc., the Global Portfolio and Global
Smaller Companies Portfolio of Seligman Portfolios, Inc., Tri-Continental Cor-
poration, the International Equity Fund of The Compass Capital Group, and the
Seligman Henderson International Small Capital Portfolio and Seligman Hender-
son International Equity Portfolio of the American Skandia Trust. The address
of the Subadviser is 100 Park Avenue, New York, NY 10017.
PORTFOLIO MANAGER. Paul H. Wick is a Managing Director of the Manager and
Vice President and Portfolio Manager of the Fund, Seligman Communications and
Information Fund, Inc., Seligman Frontier Fund, Inc., and the Seligman Commu-
nications and Information Portfolio and the Seligman Frontier Portfolio of Se-
ligman Portfolios, Inc. Mr. Wick also co-manages Seligman Henderson Global
Technology Fund, a series of Seligman Henderson Global Fund Series, Inc. Mr.
Wick joined the Manager in 1987 as an Associate, Investment Research, and from
April 1989 to December 1989 was co-manager of Seligman High-Yield Bond Series.
He was promoted to Managing Director on January 1, 1995.
Mr. Brian Ashford-Russell will be responsible for the Subadviser's day-to-
day investment activity with respect to the Fund to the extent there are Qual-
ifying Assets. Mr. Ashford-Russell has been a Portfolio Manager with Henderson
Administration Group plc since February 1993. He was previously a Portfolio
Manager with Touche Remnant & Co.
PORTFOLIO TRANSACTIONS. The Management Agreement and Subadvisory Agreement
recognize that in the purchase and sale of portfolio securities, the Manager
and Subadviser will seek the most favorable price and execution, and, consis-
tent with that policy, may give consideration to the research, statistical and
other services furnished by brokers or dealers to the Manager and Subadviser.
The use of brokers who provide investment and market research and securities
and economic analysis may result in higher brokerage charges than the use of
brokers selected on the basis of the most favorable brokerage commission
rates, and research and analysis received may be useful to the Manager and
Subadviser in connection with its services to other clients as well as to the
Fund. In over-the-counter markets, orders are placed with responsible primary
market makers unless a more favorable execution or price is believed to be ob-
tainable.
Consistent with the rules of the National Association of Securities Dealers,
Inc., and subject to seeking the most favorable price and execution available
and such other policies as the Directors may determine, the Manager and
Subadviser may consider sales of shares of the Fund and, if permitted by ap-
plicable laws, may consider sales of shares of the other funds in the Seligman
Group as a factor in the selection of brokers or dealers to execute portfolio
transactions for the Fund.
PORTFOLIO TURNOVER. A change in securities held by the Fund is known as
"portfolio turnover" which may result in the payment by the Fund of dealer
spreads or underwriting commissions and other transaction costs on the sale of
securities as well as on the reinvestment of the proceeds in other securities.
Although it is the policy of the Fund to hold securities for
7
<PAGE>
investment, changes in the securities held by the Fund will be made from time
to time when the Manager and Subadviser believe such changes will strengthen
the Fund's portfolio. The portfolio turnover of the Fund may exceed 100%.
PURCHASE OF SHARES
Seligman Financial Services, Inc. ("SFSI"), an affiliate of the Manager,
acts as general distributor of the Fund's shares. Its address is 100 Park Ave-
nue, New York, New York 10017.
Shares of the Fund may be purchased through any authorized investment deal-
er. All orders will be executed at the net asset value per share next computed
after receipt of the purchase order plus a sales load which, except for shares
purchased under one of the reduced sales load plans, will vary with the size
of the purchase as shown in the following schedule.
SALES LOAD SCHEDULE
<TABLE>
<CAPTION>
SALES LOAD AS A
PERCENTAGE OF REGULAR
------------------- DEALER
NET AMOUNT DISCOUNT
INVESTED AS A % OF
AMOUNT OF OFFERING (NET ASSET OFFERING
PURCHASE PRICE VALUE) PRICE
--------- -------- ---------- ---------
<S> <C> <C> <C>
Less
than $ 50,000 4.75% 4.99% 4.25%
$ 50,000- 99,999 4.00 4.17 3.50
100,000- 249,999 3.50 3.63 3.00
250,000- 499,999 2.50 2.56 2.25
500,000- 999,999 2.00 2.04 1.75
1,000,000- 3,999,999 1.00 1.01 .90
4,000,000- or more* 0 0 0
</TABLE>
-------
* Dealers will receive a fee of
.15% on sales of $4,000,000 or
more.
The Fund intends to close to new investors, subject to the exceptions in
this paragraph, when it reaches approximately $125 million in total assets.
SHAREHOLDERS MAY NOT BE INFORMED IN ADVANCE OF THE DATE ON WHICH THE FUND WILL
CLOSE (THE "CLOSING DATE"). The Fund will also continue to accept additional
investments from existing shareholders, and will continue to reinvest divi-
dends and capital gains distributions with respect to the accounts of existing
shareholders who have elected those options. The Fund will accept investments
received after, but postmarked by, the Closing Date and will continue to sell
shares to group retirement plans (including 401(k) plans) that have been es-
tablished by the Closing Date for which funding has begun no later than Janu-
ary 1, 1996. The decision to discontinue sales to new investors reflects the
Manager's belief that unrestrained growth in the Fund's assets might impair
the Fund's investment flexibility and would not be in the best interests of
shareholders.
Additionally, a shareholder may not make additional contributions to the
Fund if such contribution would increase the shareholder's account value to
more than $250,000 before the Closing Date or more than $1 million thereafter.
The Fund may recommence the sale of its shares to new investors and/or
change the account value limitations if it is deemed by the Fund's Board of
Directors to be in the best interests of shareholders.
THE MINIMUM AMOUNT FOR INITIAL INVESTMENT IN THE FUND IS $5,000; SUBSEQUENT
INVESTMENTS MUST BE IN THE MINIMUM AMOUNT OF $100 (EXCEPT FOR INVESTMENT OF
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS). THE FUND RESERVES THE RIGHT TO RE-
TURN INVESTMENTS WHICH DO NOT MEET THESE MINIMUMS.
Orders received by an authorized dealer before the close of business on the
New York Stock Exchange ("NYSE") (4:00 p.m. Eastern time) and accepted by SFSI
before the close of business (5:00 p.m. Eastern time) on the same day will be
executed at the Fund's net asset value determined as of the close of the NYSE
on that day plus the applicable sales load. Orders received by dealers after
the close of the NYSE, or accepted by SFSI after the close of business, will
be executed at the Fund's net asset value as next determined plus the applica-
ble sales load. The authorized dealer through which a shareholder purchases
shares is responsible for forwarding the order to SFSI promptly.
8
<PAGE>
Payment for dealer purchases may be made by check or by wire. To wire pay-
ment, dealer orders must first be placed through SFSI's order desk and as-
signed a purchase confirmation number. Funds in payment of the purchase may
then be wired to Mellon Bank, N.A., ABA #043000261, A/C Seligman Small Company
Technology Fund, Inc., A/C #107-1011. WIRE TRANSFERS MUST INCLUDE THE PURCHASE
CONFIRMATION NUMBER AND CLIENT ACCOUNT REGISTRATION AND ACCOUNT NUMBER. Per-
sons other than dealers who wish to wire payment should contact Seligman Data
Corp. for specific wire instructions. Although the Fund makes no charge for
this service, the transmitting bank may impose a wire service fee.
Existing shareholders may purchase additional shares at any time through any
authorized dealer or by sending a check payable to the "Seligman Group of Mu-
tual Funds" directly to P.O. BOX 3936, NEW YORK, NY 10008-3936. Checks for in-
vestment must be in U.S. dollars drawn on a domestic bank. The check should
include the shareholder's name, address, account number and name of Fund. If a
shareholder does not indicate the required information, Seligman Data Corp.
will seek further clarification and may be forced to return the check to the
shareholder. Orders sent directly to Seligman Data Corp. will be executed at
the Fund's net asset value next determined after the order is accepted plus
the applicable sales load.
Seligman Data Corp. will charge a $10.00 service fee for checks returned to
it marked "unpaid." This charge may be deducted from the account that re-
quested the purchase. For the protection of the Fund and its shareholders, no
redemption proceeds will be remitted to a shareholder with respect to shares
purchased by check (unless certified) until Seligman Data Corp. receives no-
tice that the check has cleared, which may be up to 15 days from the credit of
the shares to the shareholder's account.
VALUATION. The net asset value of the Fund's shares is determined each day,
Monday through Fri day, as of the close of trading on the NYSE (usually 4:00
p.m. Eastern time) on each day that the NYSE is open for business. Securities
traded on a U.S. or foreign exchange or over-the-counter market are valued at
the last sales price on the primary exchange or market on which they are trad-
ed. United Kingdom securities and securities for which there are no recent
sales transactions are valued based on quotations provided by primary market
makers in such securities. Any securities for which recent market quotations
are not readily available are valued at fair value determined in accordance
with procedures approved by the Board of Directors. Short-term holdings matur-
ing in 60 days or less are generally valued at amortized cost if their origi-
nal maturity was 60 days or less. Short-term holdings with more than 60 days
remaining to maturity will be valued at current market value until the 61st
day prior to maturity, and will then be valued on an amortized cost basis
based on the value as of such date unless the Board determines that amortized
cost value does not represent fair market value.
REDUCED SALES LOADS. Reductions in sales loads apply to purchases by a "sin-
gle person," including an individual, members of a family unit comprising hus-
band, wife and minor children purchasing securities for their own account, or
a trustee or other fiduciary purchasing for a single fiduciary account or
single trust. Purchases made by a trustee or other fiduciary for a fiduciary
account may not be aggregated with purchases made on behalf of any other
fiduciary or individual account.
. VOLUME DISCOUNTS are provided if the total amount being invested in shares
of the Fund alone, or in any combination of shares of the other funds in the
Seligman Group that are sold with a front-end sales load reaches levels indi-
cated in the above sales load schedule.
. THE RIGHT OF ACCUMULATION allows an investor to combine the amount being in-
vested in shares of the other mutual funds in the Seligman Group sold with a
front-end sales load with the total net asset value of
9
<PAGE>
shares of those funds already owned that were sold with a sales load and the
total net asset value of shares of Seligman Cash Management Fund that were ac-
quired by the investor through an exchange of shares of another mutual fund in
the Seligman Group on which there was a sales load to determine reduced sales
loads in accordance with the sales load schedule. An investor or a dealer pur-
chasing shares on behalf of an investor must indicate that the investor has
existing accounts when making investments or opening new accounts.
. A LETTER OF INTENT allows an investor to purchase shares over a 13-month pe-
riod at reduced sales loads, based upon the total amount the investor intends
to purchase, plus the total net asset value of shares of the other mutual
funds in the Seligman Group already owned that were sold with a sales load and
the total net asset value of shares of Seligman Cash Management Fund that were
acquired through an exchange of shares of another mutual fund in the Seligman
Group on which there was a sales load. An investor or a dealer purchasing
shares on behalf of an investor must indicate that the investor has existing
accounts when making investments or opening new accounts. For more information
concerning terms of Letters of Intent, see "Terms and Conditions" on page .
SPECIAL PROGRAMS. The Fund may sell shares at net asset value to present and
retired directors, trustees, officers, employees (and their spouses and minor
children) of the Fund, the other investment companies in the Seligman Group,
the Manager and other companies affiliated with the Manager. Such sales also
may be made to employee benefit and thrift plans for such persons and to any
investment advisory, custodial, trust or other fiduciary account managed or
advised by the Manager or any affiliate.
Shares also may be issued without a sales load in connection with the acqui-
sition of cash and securities owned by other investment companies and personal
holding companies; to any registered unit investment trust which is the issuer
of periodic payment plan certificates, the net proceeds of which are invested
in Fund shares; to separate accounts established and maintained by an insur-
ance company which are exempt from registration under Section 3(c)(11) of the
1940 Act; to registered representatives and employees (and their spouses and
minor children) of any dealer that has a sales agreement with SFSI; to share-
holders of mutual funds with objectives and policies similar to those stated
for the Fund who purchase shares with redemption proceeds of such funds; to
financial institution trust departments; to registered investment advisers ex-
ercising discretionary investment authority with respect to the purchase of
Fund shares; to accounts of financial institutions or broker/dealers that
charge account management fees, provided the Manager or one of its affiliates
has entered into an agreement with respect to such accounts; pursuant to spon-
sored arrangements with organizations which make recommendations to or permit
group solicitations of, its employees, members or participants in connection
with the purchase of shares of the Fund; and to "eligible employee benefit
plans" (i) which have at least $1 million invested in the Seligman Group of
Investment Companies or (ii) of employers who have at least 100 eligible em-
ployees to whom such Plan is made available, and, regardless of the number of
employees, if such plan is established and maintained by any dealer that has a
sales agreement with SFSI. "Eligible employee benefit plans" means any plan or
arrangement, whether or not tax qualified, which provides for the purchase of
Fund shares. Sales of shares to such plans must be made in connection with a
payroll deduction system of plan funding or other system acceptable to Selig-
man Data Corp.
SFSI may from time to time assist dealers by, among other things, providing
sales literature to, and holding informational programs for the benefit of,
dealers' registered representatives. Dealers may limit the participation of
registered representatives in such informational programs by means of sales
incentive programs which may require the sale of min-
10
<PAGE>
imum dollar amounts of shares of the mutual funds in the Seligman Group. SFSI
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 in-
centives may be offered only to certain dealers which employ registered repre-
sentatives who have sold or may sell a significant amount of shares of the
Fund and/or certain other funds managed by the Manager during a specified pe-
riod of time. Such bonus or other incentive may take the form of payment for
travel expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and members of their families to places
within or outside the United States. The cost of SFSI of such promotional ac-
tivities and payments shall be consistent with the rules of the National Asso-
ciation of Securities Dealers, Inc., as then in effect.
TELEPHONE TRANSACTIONS
A shareholder whose account has either an individual or joint tenancy regis-
tration may elect to effect the following transactions via telephone by com-
pleting the Telephone Service Election portion of the Account Application or a
separate Telephone Service Election Form: (i) redemption of Fund shares, (ii)
exchange of Fund shares for shares of another Seligman Mutual Fund, (iii)
change of a dividend and/or capital gain distribution option, and (iv) change
of address. IRA accounts may only elect to effect exchanges or address
changes. By completing the appropriate section of the Account Application or
separate Election Form, all Seligman Mutual Funds with the same account number
(i.e., registered in exactly the same names), including any new fund in which
the shareholder invests in the future, will automatically have telephone serv-
ices. All telephone transactions are effected through Seligman Data Corp. at
(800) 221-2450.
For accounts registered as joint tenancies, each joint tenant, by electing
telephone transaction services, authorizes each of the other tenants to effect
telephone transactions on his or her behalf.
During times of drastic economic or market changes, a shareholder may expe-
rience difficulty in contacting Seligman Data Corp. to request a redemption or
exchange of Fund shares. In these circumstances, the shareholder should con-
sider using other redemption or exchange procedures. (See "Redemption Of
Shares" below.) Use of these other redemption or exchange procedures will re-
sult in the redemption request being processed at a later time than if tele-
phone transactions had been used, and the Fund's net asset value may fluctuate
during such periods.
The Fund and Seligman Data Corp. will employ reasonable procedures to con-
firm that instructions communicated by telephone are genuine. These will in-
clude: recording all telephone calls requesting account activity, requiring
that the caller provide certain requested personal and/or account information
at the time of the call for the purpose of establishing the caller's identity,
and sending a written confirmation of redemptions, exchanges or address
changes to the address of record each time activity is initiated by telephone.
As long as the Fund and Seligman Data Corp. follow instructions communicated
by telephone that were reasonably believed to be genuine at the time of their
receipt, neither they nor any of their affiliates will be liable for any loss
to the shareholder caused by an unauthorized transaction. Shareholders are, of
course, under no obligation to apply for telephone transaction services. In
any instance where the Fund or Seligman Data Corp. is not reasonably satisfied
that instructions received by telephone are genuine, the requested transaction
will not be executed, and neither they nor any of their affiliates will be li-
able for any losses which may occur due to a delay in implementing the trans-
action. If the Fund or Seligman Data Corp. does not follow the procedures de-
scribed above, the Fund or Seligman Data Corp. may be liable for any losses
due to unauthorized or fraudulent instructions. Telephone services must be ef-
fected through a representative of Seligman Data Corp., i.e., requests may not
be communicated via Seligman Data Corp.'s automated telephone answering sys-
tem.
11
<PAGE>
Telephone transaction services may be terminated by a shareholder at any time
by sending a written request to Seligman Data Corp. Written acknowledgment of
termination of telephone transaction services will be sent to the shareholder.
REDEMPTION OF SHARES
A shareholder may redeem shares held in book credit form without charge at
any time by SENDING A WRITTEN REQUEST to Seligman Data Corp., 100 Park Avenue,
New York, New York 10017. The redemption request must be signed by all persons
in whose name the shares are registered. A shareholder may redeem shares that
are not in book credit form by surrendering certificates in proper form to the
same address. Certificates should be sent by registered mail. Share certifi-
cates must be endorsed for transfer or accompanied by an endorsed stock power
signed by all share owners exactly as their name(s) appear(s) on the account
registration. The shareholder's letter of instruction or endorsed stock power
should specify the account number and the number of shares or dollar amount to
be redeemed. The Fund cannot accept conditional redemption requests. If the
redemption proceeds are (i) $50,000 or more, (ii) to be paid to someone other
than the shareholder of record (regardless of the amount) or (iii) to be
mailed to other than the address of record (regardless of the amount), the
signature(s) of the shareholder(s) must be guaranteed by an eligible financial
institution including, but not limited to, the following: banks, trust compa-
nies, credit unions, securities brokers and dealers, savings and loan associa-
tions and participants in the Securities Transfer Association Medallion Pro-
gram (STAMP), the Stock Exchanges Medallion Program (SEMP) or the New York
Stock Exchange Medallion Signature Program (MSP). The Fund reserves the right
to reject a signature guarantee where it is believed that the Fund will be
placed at risk by accepting such guarantee. A signature guarantee is also nec-
essary in order to change the account registration. Notarization by a notary
public is not an acceptable signature guarantee. ADDITIONAL DOCUMENTATION MAY
ALSO BE REQUIRED BY SELIGMAN DATA CORP. IN THE EVENT OF A REDEMPTION BY CORPO-
RATIONS, EXECUTORS, ADMINISTRATORS, TRUSTEES, CUSTODIANS OR RETIREMENT PLANS.
FOR FURTHER INFORMATION WITH RESPECT TO NECESSARY REDEMPTION REQUIREMENTS,
PLEASE CONTACT THE SHAREHOLDER SERVICES DEPARTMENT OF SELIGMAN DATA CORP. FOR
ASSISTANCE. A shareholder will receive the net asset value per share next de-
termined after receipt of a request in good order.
A shareholder also may "sell" shares to the Fund through an investment
dealer and, in that way, be certain, providing the order is timely, of receiv-
ing the net asset value established at the end of the day on which the dealer
is given the repurchase order. The Fund makes no charge for this transaction,
but the dealer may charge you a service fee. "Sell" or repurchase orders re-
ceived from an authorized dealer before the close of the NYSE and received by
SFSI, the repurchase agent, before the close of business on the same day will
be executed at the net asset value per share determined as of the close of the
NYSE on that day. Repurchase orders received from authorized dealers after the
close of the NYSE or not received by SFSI prior to the close of business, will
be executed at the net asset value determined as of the close of the NYSE on
the next trading day. Shares held in a "street name" account with a
broker/dealer may be sold to the Fund only through a broker/dealer.
TELEPHONE REDEMPTIONS. Telephone redemptions of uncertificated shares may be
made in an amount of up to $50,000 per day, per account. One telephone redemp-
tion request per day is permitted. Telephone redemption requests must be re-
ceived by Seligman Data Corp. at (800) 221-2450 between 8:30 a.m. and 4:00
p.m. Eastern time, on any business day and will be processed as of the close
of business on that day. Redemption requests by telephone will not be accepted
within 30 days following an address change. Keogh Plans, IRAs or other retire-
ment plans are not eligible for telephone redemptions. The Fund reserves the
right to suspend or terminate its telephone redemption service at any time
without notice.
12
<PAGE>
ACCOUNT APPLICATION
SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC. To open a Seligman IRA,
SEP or Pension/Profit
Sharing Plan, a separate
Mail to: Seligman Data Corp. adoption agreement is
100 Park Avenue/2nd Floor required. Please call
New York, NY 10017 Pension Plan Services for
(800) 221-2450 more information at:
(800) 445-1777
1. ACCOUNT REGISTRATION
TYPE OF [_]INDIVIDUAL [_]MULTIPLE OWNERS [_]TRANSFER TO MINOR
ACCOUNT: Use Line 1 Use Lines 1, 2 & 3 Use Line 4
[_]OTHER (Corporations, Trusts, Organizations, Partnerships, etc.)
Use Line 5
Multiple Owners will be registered as Joint Tenants with Right of
Survivorship.
The first name and Social Security or Taxpayer ID Number on line 1, 4 or 5
of this Account Registration will be used for IRS reporting.
NAME (Minors cannot be legal owners) PLEASE PRINT OR TYPE
1. ______________________________________________ ______________________
First Middle Last Social Security Number
_________
Birthdate
2. ______________________________________________ ______________________
First Middle Last Social Security Number
_________
Birthdate
3. ______________________________________________ ______________________
First Middle Last Social Security Number
_________
Birthdate
4. ____________________, as custodian for ________________ under the ________
Custodian (one only) Minor (one only) State
Uniform Gift/Transfers to Minors Act ______________________________
Minor's Social Security Number
Until age _________________ _________________
(Not more than 21) Minor's Birthdate
5. ____________________________________________________________________
Name of Corporation or Other Entity. If a Trust, also complete Trust
Section below.
__________________
Taxpayer ID Number
TYPE OF
ACCOUNT: [_] Trust [_] Guardianship [_] Conservatorship [_] Estate [_] Other
Trustee/Fiduciary Name ____________ Trustee Name __________________
Trust Name __________________ , for the benefit of (FBO) __________
Trust Date _______________
2. MAILING ADDRESS
ADDRESS TELEPHONE
_______________________________________________________ (_____) ______________
Street Address or P.O. Box Daytime
________________________ U.S. CITIZEN? [_] Yes [_] No _______________________
If no, indicate country
City___________State___________Zip
-----------------------------------------------------------------------------
INITIAL Enclosed is my check payable to: Seligman Group of Funds for
INVESTMENT
($5,000 $__________________
MINIMUM)
NO REDEMPTION PROCEEDS WILL BE REMITTED TO A SHAREHOLDER WITH
RESPECT TO SHARES PURCHASED BY CHECK (UNLESS CERTIFIED) UNTIL
SELIGMAN DATA CORP. RECEIVES NOTICE THAT THE CHECK HAS CLEARED,
WHICH MAY BE UP TO 15 DAYS FROM THE CREDIT OF THE SHARES TO THE
SHAREHOLDER'S ACCOUNT.
-----------------------------------------------------------------------------
3. SIGNATURE AND CERTIFICATION
Under penalties of perjury I certify that the number shown on this form is
my correct Taxpayer Identification Number (Social Security Number) and that
I am not subject to backup withholding either because I have not been noti-
fied that I am subject to backup withholding as a result of a failure to re-
port all interest or dividends, or the Internal Revenue Service has notified
me that I am no longer subject to backup withholding. I certify to my legal
capacity to purchase or redeem shares of the Fund for my own Account, or for
the Account of the organization named below. I have received a current Pro-
spectus of the Fund and appoint Seligman Data Corp. as my agent to act in
accordance with my instructions herein.
A. _____________________________________________________________________
Date Signature of Investor
B. _____________________________________________________________________
Date Signature of Co-Investor, if any
A
<PAGE>
4. BROKER/DEALER OR FINANCIAL ADVISOR DESIGNATION
-----------------------------------------------------------------------------
Firm Name
( )
-----------------------------------------------------------------------------
Branch Address Area Code Telephone Number
-----------------------------------------------------------------------------
Representative Name Representative Number
5. ACCOUNT OPTIONS AND SERVICES
- -------------------------------------------------------------------------------
I elect to receive:
[_] 1. Dividends in shares, gain distributions in
shares.
A. DIVIDENDS [_] 2. Dividends in cash, gain distributions in
AND GAIN shares.
DISTRIBUTIONS [_] 3. Dividends in cash, gain distributions in
cash.
NOTE: IF NO ELECTION IS MADE, OPTION NO. 1 AUTOMATI-
CALLY WILL BE PUT INTO EFFECT.
All dividend and/or gain distributions taken in shares will be
invested at net asset value.
- -------------------------------------------------------------------------------
[_] Please arrange with my bank to draw pre-authorized checks
B. INVEST-A- and invest $_______________________________ in my Account every:
CHECK(R) [_] Month [_] 3 Months
($50 I understand that my checks will be invested on the fifth day
MINIMUM) of the month for the period designated. I have completed the
attached "Bank Authorization to Honor Pre-Authorized Checks" on
the following page.
- -------------------------------------------------------------------------------
[_] Please send a check for $____ beginning on the __ day of ____
19__, and thereafter on the ___ day specified of every:
C. AUTOMATIC
CASH
WITHDRAWAL [_] Month [_] 3rd Month [_] 6th Month [_] 12th Month
(CLASS A OR
CLASS D, Make payments to:
ONLY AFTER Name ______________________________________________
CLASS D
SHARES ARE Address ___________________________________________
HELD FOR
ONE YEAR) City _______________ State _______________ Zip
Shares having a current value at offering price of $5,000 or
more must be held in the Account at initiation of Service, and
all shares must be in "book credit" form.
- -------------------------------------------------------------------------------
I intend to purchase, although I am not obligated to do so,
D. LETTER shares of the Fund within a 13-month period which, together
OF INTENT with the total asset value of shares owned, will aggregate at
least:
[_] $50,000 [_] $100,000 [_] $250,000 [_] $500,000
[_] $1,000,000 [_] $4,000,000
I AGREE TO THE ESCROW PROVISION LISTED UNDER "TERMS AND CONDI-
TIONS" ON PAGE .
- -------------------------------------------------------------------------------
Please identify any additional Seligman Fund accounts eligible
for the Right of Accumulation or to be used toward completion
of a Letter of Intent and check applicable box:
E. RIGHT [_]I am a trustee for the following accounts, which are held by
OF the same trust, estate, or under the terms of a pension,
ACCUMULATION profit sharing or other employee benefit trust qualified un-
der section 401 of the Internal Revenue Code.
[_]In calculating my holdings for Right of Accumulation or Let-
ter of Intent purposes, I am including the following addi-
tional accounts which are registered in my name, in my spous-
e's name, or in the name(s) of my child(ren) under the age of
21.
Name ____________ Fund ____________ Account Number ____________
Name ____________ Fund ____________ Account Number ____________
Name ____________ Fund ____________ Account Number ____________
- -------------------------------------------------------------------------------
If you wish to have your dividend payments made to another
party or Seligman Fund, please complete the following:
I hereby authorize and request that my dividend payments be
made to:
F.DIVIDEND Name ___________________________ Seligman Fund ________________
DRECTION Address ________________________ (If opening a new account,
OPTION City ___________________________ the applicable minimum must
State, Zip _____________________ be met.)
Account Number _______________
(For an existing account.)
- -------------------------------------------------------------------------------
B
<PAGE>
SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC.
INVEST-A-CHECK(R) SERVICE
To: Seligman Data Corp.
100 Park Avenue
New York, NY 10017
To start your Invest-A-Check(R) Service, fill out Section A and the "Bank
Authorization to Honor Pre-Authorized Checks" below, and forward it with an
unsigned bank check from your regular checking account (marked "void", if you
wish).
A. INVEST-A-CHECK(R)
[_]Please arrange with my bank to draw pre-authorized checks and invest (min-
imum: $100 monthly or $250 quarterly) $__________ in my Account every:
[_] Month [_] 3 Months
I understand that my checks will be invested on the fifth day of the month
for the period designated. I have completed the "Bank Authorization to Honor
Pre-Authorized Checks" below and have read and agree to the terms and condi-
tions applicable to the Invest-A-Check(R) Service as set forth in the Pro-
spectus and as set forth below in the Bank Authorization.
-------------------------------------------
Signature(s) of Investor(s)--Please also
sign Bank Authorization below
-------------------------------------------
BANK AUTHORIZATION TO HONOR PRE-AUTHORIZED CHECKS
To:___________________________________________________________________________
(Name of Bank)
------------------------------------------------------------------------------
Address of Bank or Branch (Street, City, State and Zip)
Please honor pre-authorized checks drawn on my account by Seligman Data
Corp., 100 Park Avenue, New York, NY 10017, to the order of Seligman Small
Company Technology Fund, Inc. and charge them to my regular checking account.
Your authority to do so shall continue until you receive written notice from
me revoking it. You may terminate your participation in this arrangement at
any time by written notice to me.
I agree that your rights with respect to each pre-authorized check shall be
the same as if it were a check drawn and signed by me. I further agree that
should any such check be dishonored, with or without cause, intentionally or
inadvertently, you shall be under no liability whatsoever.
-------------------------------------- --------------------------------------
Checking Account Number Name(s) of Depositor(s) -- Please
CLASS IN WHICH INVESTMENTS ARE TO BE Print
MADE (CHECK ONE) --------------------------------------
[_] Class A Shares
[_] Class D Shares Signature(s) of Depositor(s) -- As
Carried by Bank
--------------------------------------
To the Bank Designated above:
Your depositor(s) named in the above form has instructed us to establish
the Invest-A-Check(R) Service for his convenience. Under the terms of the
Service, your depositor(s) has pre-authorized checks to be drawn against his
account in a specific amount at regular intervals to the order of the Fund.
Checks presented to you will be magnetic-ink coded and will otherwise conform
to specifications of the American Bankers Association.
A letter of indemnification addressed to you and signed by Seligman Finan-
cial Services, Inc., general distributor of the Fund, appears below.
If there is anything we can do to help you in giving your depositor(s) this
additional Service which he has requested, please let us know.
SELIGMAN DATA CORP.
INDEMNIFICATION AGREEMENT
To the Bank designated above:
SELIGMAN FINANCIAL SERVICES, INC., distributor of shares of the Seligman Mu-
tual Funds in the Seligman Group, hereby agrees:
(1) To indemnify and hold you harmless against any loss, damage, claim or
suit, and any costs or expenses reasonably incurred in connection therewith,
either (a) arising as a consequence of your actions in connection with the
execution and issuance of any check or draft, whether or not genuine, pur-
porting to be executed by Seligman Data Corp. and received by you in the reg-
ular course of business for the purpose of payment, or (b) resulting from the
dishonor of any such check or draft, with or without cause and intentionally
or inadvertently, even though such dishonor results in suspension or termina-
tion of the Invest-A-Check(R) Service pursuant to which such checks or drafts
are drawn.
(2) To refund to you any amount erroneously paid by you on any such check
or draft, provided claim for any such payment is made within 12 months after
the date of payment.
SELIGMAN FINANCIAL SERVICES, INC.
/s/ Stephen J. Hodgdon
President
9/95
C
<PAGE>
TELEPHONE SERVICE ELECTION
By completing this section, I understand that I may place the following re-
quests by telephone:
. Redemptions up to $50,000 . Exchanges
. Address Changes . Dividend and/or Capital Gain Distribution
Option Changes
AUTHORIZATION
I understand that the telephone services are optional and that by signing
below I authorize the Fund, all other Seligman Funds with the same account
number and registration which I currently own or in which I invest in the
future, and Seligman Data Corp. ("SDC"), to act upon instructions received
by telephone from me or any other person in accordance with the provisions
regarding telephone services as set forth in the current prospectus of each
such Fund, as amended from time to time. I understand that redemptions of
uncertificated shares of up to $50,000 will be sent only to my account ad-
dress of record, and only if such address has not changed within the 30 days
preceding such request.
Any telephone instructions given in respect of this account and any ac-
count into which exchanges are made are hereby ratified and I agree that
neither the Fund(s) nor SDC will be liable for any loss, cost or expense for
acting upon such telephone instructions reasonably believed to be genuine
and in accordance with the procedures described in the prospectus, as
amended from time to time. Such procedures include recording of telephone
instructions, requesting personal and/or account information to verify a
caller's identity and sending written confirmations of transactions. As a
result of this policy, I may bear the risk of any loss due to unauthorized
or fraudulent telephone instructions; provided, however, that if the Fund(s)
or SDC fail to employ such procedures, the Fund(s) and/or SDC may be liable.
TO ELECT TELEPHONE SERVICES, PLEASE SIGN YOUR NAME(S) AS IT APPEARS ON THE
FIRST PAGE OF THIS ACCOUNT APPLICATION.
X X
------------------------------------ ------------------------------------
Date Date
9/95
D
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[THIS PAGE INTENTIONALLY LEFT BLANK]
E
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[THIS PAGE INTENTIONALLY LEFT BLANK]
F
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For more information about telephone redemptions, including the procedure
for electing such service and the circumstances under which shareholders may
bear the risk of loss for a fraudulent transaction, see "Telephone Transac-
tions" above.
GENERAL. Whether shares are redeemed or repurchased, a check for the pro-
ceeds will be sent to the address of record within seven calendar days after
acceptance of the redemption or repurchase order and will be made payable to
all of the registered owners on the Account. The Fund will not permit redemp-
tions of shares purchased by check (unless certified) until Seligman Data
Corp. receives notice that the check has cleared, which may be up to 15 days
from the credit of the shares to the shareholder's account. The proceeds of a
redemption or repurchase may be more or less than the shareholder's cost.
The Fund reserves the right to redeem shares owned by a shareholder whose
investment in the Fund has a value of less than a minimum amount specified by
the Fund's Board of Directors, which is presently $500. Shareholders are sent
a notice before the redemption is processed stating that the value of their
investment in the Fund is less than the specified minimum and that they have
sixty days to make an additional investment.
REINSTATEMENT PRIVILEGE. If a shareholder redeems shares and then decides
not to redeem them, or to shift the proceeds to one of the other mutual funds
in the Seligman Group, the shareholder may, within 120 calendar days of the
date of redemption, use all or any part of the proceeds of the redemption to
reinstate, free of sales load, all or any part of the investment in shares of
the Fund or in shares of any of the other mutual funds in the Seligman Group.
Such investment will be reinstated at the net asset value per share estab-
lished as of the close of the NYSE on the day the request is received. Selig-
man Data Corp. must be informed that the purchase represents a reinstated in-
vestment. REINSTATED SHARES MUST BE REGISTERED EXACTLY AND BE OF THE SAME
CLASS AS THE SHARES PREVIOUSLY REDEEMED.
Generally, exercise of the reinstatement privilege does not alter the Fed-
eral income tax status of any capital gain realized on a sale of Fund shares,
but to the extent that any shares are sold at a loss and the proceeds are re-
invested in shares of the same Fund, some or all of the loss will not be al-
lowed as a deduction, depending upon the percentage of the proceeds reinvest-
ed.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
Under the Fund's Administration, Shareholder Services and Distribution Plan
(the "Plan"), the Fund may pay to SFSI an administration, shareholder services
and distribution fee of up to an aggregate of .25% on an annual basis, payable
quarterly, of the average daily net assets of the Fund. Payments under the
Plan may include, but are not limited to: (i) compensation to securities deal-
ers and other organizations ("Service Organizations") for providing distribu-
tion assistance with respect to assets invested in the Fund, (ii) compensation
to Service Organizations for providing administration, accounting and other
shareholder services with respect to Fund shareholders, and (iii) otherwise
promoting the sale of shares of the Fund, including paying for the preparation
of advertising and sales literature and the printing and distribution of such
promotional materials and prospectuses to prospective investors and defraying
SFSI's costs incurred in connection with its marketing efforts with respect to
shares of the Fund. The Manager, in its sole discretion, may also make similar
payments to SFSI from its own resources, which may include the management fee
that the Manager receives from the Fund.
Under the Plan, the Fund reimburses SFSI for its expenses at an annual rate
of up to .25% of the average daily net asset value of the Fund's shares. It is
expected that the proceeds from the fee will be used primarily to compensate
Service Organizations which
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<PAGE>
enter into agreements with SFSI. Such Service Organizations will receive from
SFSI a continuing fee of up to .25% on an annual basis, payable quarterly, of
the average daily net assets of shares attributable to the particular Service
Organization for providing personal service and/or the maintenance of share-
holder accounts. The fee payable from time to time is, within such limit, de-
termined by the Directors of the Fund. The Plan was approved by the Directors
of the Fund on July 20, 1995 and will be submitted for approval to the initial
shareholder of the Fund prior to the offering of shares. The Plan will be re-
viewed by the Directors annually.
Seligman Services, Inc. ("SSI"), an affiliate of the Manager, is a limited
purpose broker/dealer. SSI shall act as broker/dealer of record for share-
holder accounts that do not have a designated broker/dealer of record and will
receive compensation from the Fund pursuant to the Plan for providing personal
service and account maintenance to its accounts of record.
EXCHANGE PRIVILEGE
A shareholder of the Fund may, without charge, exchange at net asset value
any or all of an investment in the Fund for shares of many of the other mutual
funds in the Seligman Group. Exchanges may be made by mail, or by telephone,
if telephone services are elected by the shareholder.
Shares may be exchanged only for Class A shares of another mutual fund in
the Seligman Group on the basis of relative net asset value.
The mutual funds in the Seligman Group that are currently available under
the Exchange Privilege are:
. SELIGMAN CAPITAL FUND, INC: seeks aggressive capital appreciation. Current
income is not an objective.
. SELIGMAN CASH MANAGEMENT FUND, INC: invests in high quality money market
instruments. Shares are sold at net asset value.
. SELIGMAN COMMON STOCK FUND, INC: seeks favorable current income and long-
term growth of both income and capital value without exposing capital to undue
risk.
. SELIGMAN FRONTIER FUND, INC: seeks to produce growth in capital value; in-
come may be considered but will only be incidental to the Fund's investment
objective.
. SELIGMAN GROWTH FUND, INC: seeks longer-term growth in capital value and
an increase in future income.
. SELIGMAN HENDERSON GLOBAL FUND SERIES, INC: consists of the Seligman Hen-
derson International Fund, the Seligman Henderson Global Smaller Companies
Fund and the Seligman Henderson Global Technology Fund, which seek long-term
capital appreciation primarily by investing either in companies globally or
internationally.
. SELIGMAN HIGH INCOME FUND SERIES: seeks high current income by investing
in debt securities. The Fund consists of the U.S. Government Securities Series
and the High-Yield Bond Series.
. SELIGMAN INCOME FUND, INC: seeks high current income and the possibility
of improvement of future income and capital value.
. SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC: invests in investment grade New
Jersey tax-exempt securities.
. SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES: invests in investment grade
Pennsylvania tax-exempt securities.
. SELIGMAN TAX-EXEMPT FUND SERIES, INC: consists of several State Series and
a National Series. The National Tax-Exempt Series seeks to provide maximum in-
come exempt from Federal income taxes; individual State Series, each seeking
to maximize income exempt from Federal income taxes and
14
<PAGE>
from personal income taxes in designated states, are available for Colorado,
Georgia, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Missouri,
New York, Ohio, Oregon and South Carolina.
. SELIGMAN TAX-EXEMPT SERIES TRUST: includes a California Tax-Exempt Quality
Series, a California Tax-Exempt High-Yield Series, a Florida Tax-Exempt Series
and a North Carolina Tax-Exempt Series, each of which invests in tax-exempt
securities of its designated state.
All permitted exchanges will be based on the then current net asset values
of the respective funds. Telephone requests for exchanges must be received be-
tween 8:30 a.m. and 4:00 p.m. Eastern time, on any business day, by Seligman
Data Corp. at (800) 221-2450, and will be processed as of the close of busi-
ness on that day. The registration of an account into which an exchange is
made must be identical to the registration of the account from which shares
are exchanged. When establishing a new account by an exchange of shares, the
shares being exchanged must have a value of at least the minimum initial in-
vestment required by the mutual fund into which the exchange is being made.
The method of receiving distributions, unless otherwise indicated, will be
carried over to the new Fund account. Account services, such as Invest-A-
Check (R) Service, Directed Dividends and Automatic Cash Withdrawal Service
will not be carried over to the new Fund account unless specifically requested
and permitted by the new Fund. Exchange orders may be placed to effect an ex-
change of a specific number of shares, an exchange of shares equal to a spe-
cific dollar amount or an exchange of all shares held. Shares for which cer-
tificates have been issued may not be exchanged via telephone and may be ex-
changed only upon receipt of a written exchange request together with certifi-
cates representing shares to be exchanged in form for transfer.
Telephone exchanges are only available to shareholders whose accounts are
registered individually, as joint tenancies or IRAs. The Exchange Privilege
via mail is generally applicable to investments in an IRA and other retirement
plans, although some restrictions may apply and may be applicable to other mu-
tual funds in the Seligman Group that may be organized by the Manager in the
future. The terms of the exchange offer described herein may be modified at
any time; and not all of the mutual funds in the Seligman Group are available
to residents of all states. Before making any exchange a shareholder should
contact an authorized investment dealer or Seligman Data Corp. to obtain pro-
spectuses of any of the mutual funds in the Seligman Group.
A broker/dealer of record will be able to effect exchanges on behalf of a
shareholder only if the broker/dealer has entered into a Telephone Exchange
Agreement with SFSI wherein the broker/dealer must agree to indemnify SFSI and
the mutual funds in the Seligman Group from any loss or liability incurred as
a result of the acceptance of telephone exchange orders.
Written confirmation of all exchanges will be forwarded to the shareholder
to whom the exchanged shares are registered and a duplicate confirmation will
be sent to the dealer of record listed on the account. SFSI reserves the right
to reject a telephone exchange request. The Fund reserves the right to reject
any telephone requests for transactions with a share value exceeding $250,000.
Any rejected telephone exchange order may be processed by mail. For more in-
formation about telephone exchanges, including the procedure for electing such
service and the circumstances under which shareholders may bear the risk of
loss for a fraudulent transaction, see "Telephone Transactions" above.
Exchanges of shares are sales and may result in a gain or loss for federal
income tax purposes.
FURTHER INFORMATION ABOUT TRANSACTIONS IN THE FUND
Because excessive trading (including short-term, "market timing" trading)
can hurt the Fund's performance, the Fund may refuse any exchange (1) from any
shareholder account from which there have been
15
<PAGE>
two exchanges in the preceding three month period, or (2) where the exchanged
shares equal in value the lesser of $1,000,000 or 1% of the Fund's net assets.
The Fund may also refuse any exchange or purchase order from any shareholder
account if the shareholder or the shareholder's broker/dealer has been advised
that previous patterns of purchases and redemptions or exchanges have been
considered excessive. Accounts under common ownership or control, including
those with the same taxpayer ID number and those administered so as to redeem
or purchase shares based upon certain predetermined market indicators, will be
considered one account for this purpose. Additionally, the Fund reserves the
right to refuse any order for the purchase of shares.
DIVIDENDS AND DISTRIBUTIONS
The Fund's net investment income, if any, is paid to shareholders in divi-
dends in December. Payments vary in amount depending on income received from
portfolio securities and the costs of operations. The Fund distributes sub-
stantially all of any taxable net long-term and short-term gain realized on
investments to shareholders at least annually; such distributions will gener-
ally be taxable to shareholders in the year in which they are declared by the
Fund if paid before February 1 of the following year.
Shareholders may elect: (1) to receive both dividends and gain distributions
in shares; (2) to receive dividends in cash and gain distributions in shares;
(3) to receive both dividends and gain distributions in cash. In the case of
prototype retirement plans, dividends and gain distributions are reinvested in
additional shares. Unless another election is made, dividends and capital
gains distributions will be credited to shareholder accounts in additional
shares. Shares acquired through a dividend or gain distribution and credited
to a shareholder's account are not subject to an initial sales load. Dividends
and gain distributions paid in shares are invested at the net asset value on
the ex-dividend date. Shareholders may elect to change their dividend and gain
distribution options by writing Seligman Data Corp. at the address listed be-
low. If the shareholder has elected telephone services, changes may also be
telephoned to Seligman Data Corp. between 8:00 a.m. and 5:30 p.m. Eastern
time, by either the shareholder or the broker/dealer of record on the account.
For information about electing telephone services, see "Telephone Transac-
tions." These elections must be received by Seligman Data Corp. before the
record date for the dividend or distribution in order to be effective for such
dividend or distribution, otherwise payment will be made in accordance with
the current option on the shareholder's account.
Shareholders exchanging shares of a mutual fund for shares of another mutual
fund in the Seligman Group will continue to receive dividends and gains as
elected prior to such exchange unless otherwise specified. In the event that a
shareholder redeems all shares in an account between the record date and the
payable date, the value of dividends or gain distributions declared will be
paid in cash regardless of the existing election.
FEDERAL INCOME TAXES
The Fund intends to qualify as a regulated investment company under the In-
ternal Revenue Code of 1986, as amended. For each year so qualified, the Fund
will not be subject to federal income taxes on its net investment income and
capital gains, if any, 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 and distributions from net short-term
capital gains are taxable as ordinary income to the shareholders, whether re-
ceived in cash or reinvested in additional shares, and, to the extent desig-
nated as derived from the Fund's dividend income that would be eligible for
the dividends received deduction if the Fund were not a regulated investment
company, they are eligible, subject
16
<PAGE>
to certain restrictions, for the 70% dividends received deduction for corpora-
tions.
Distributions of net capital gain, i.e., the excess of net long-term capital
gains over any net short-term losses, are taxable as long-term capital gain,
whether received in cash or invested in additional shares, regardless of how
long shares have been held by the shareholders; such distributions are not el-
igible for the dividends received deduction allowed to corporate shareholders.
Any gain or loss realized upon a sale or redemption of shares in the Fund by
a shareholder who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than one
year and otherwise as a short-term capital gain or loss. However, if shares on
which a long-term capital gain distribution has been received are subsequently
sold or redeemed and such shares have been held for six months or less, any
loss realized will be treated as long-term capital loss to the extent that it
offsets the long-term capital gain distribution. In addition, no loss will be
allowed on the sale or other disposition of shares of the Fund if, within a
period beginning 30 days before the date of such sale or disposition and end-
ing 30 days after such date, the holder acquires (such as through dividend re-
investment) securities that are substantially identical to the shares of the
Fund.
In determining gain or loss on shares of the Fund that are sold or exchanged
within 90 days after acquisition, a shareholder generally will not be permit-
ted to include in the tax basis attributable to such shares the sales load in-
curred in acquiring such shares to the extent of any subsequent reduction of
the sales load by reason of the Exchange or Reinstatement Privilege offered by
the Fund. Any sales load not taken into account in determining the tax basis
of shares sold or exchanged within 90 days after acquisition will be added to
the shareholder's tax basis in the shares acquired pursuant to the Exchange or
Reinstatement Privilege.
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 share-
holders in the calendar year in which it was earned. Furthermore, dividends
declared in October, November or December payable to shareholders of record on
a specified date in such a month and paid in the following January will be
treated as having been paid by the Fund and received by each shareholder in
December. Under this rule, therefore, shareholders may be taxed in one year on
dividends or distributions actually received in January of the following year.
Portions of the Fund's investment income may be subject to foreign income
taxes withheld at source. The Fund will not be eligible to "pass-through" to
shareholders a credit for such foreign taxes.
Shareholders are urged to consult their tax advisers concerning the effect
of federal, state, local and foreign income taxes in their individual circum-
stances.
UNLESS A SHAREHOLDER INCLUDES A CERTIFIED TAXPAYER IDENTIFICATION NUMBER
(SOCIAL SECURITY NUMBER FOR INDIVIDUALS) ON THE ACCOUNT APPLICATION AND CERTI-
FIES THAT THE SHAREHOLDER IS NOT SUBJECT TO BACKUP WITHHOLDING, THE FUND IS
REQUIRED TO WITHHOLD AND REMIT TO THE U.S. TREASURY A PORTION OF DISTRIBUTIONS
AND OTHER REPORTABLE PAYMENTS TO THE SHAREHOLDER. THE RATE OF BACKUP WITHHOLD-
ING 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 DEBITED 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.
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SHAREHOLDER INFORMATION
Shareholders will be sent reports semi-annually regarding the Fund. General
information about the Fund may be requested by writing the Corporate
Communications/Investor Relations Department, J. & W. Seligman & Co. Incorpo-
rated, 100 Park Avenue, New York, New York 10017 or by telephoning the Corpo-
rate Communications/Investor Relations Department toll-free by dialing (800)
221-7844 from all continental United States, except New York or (212) 850-1864
in New York State and the Greater New York City area. Information about share-
holder accounts may be requested by writing Shareholder Services, Seligman
Data Corp. at the same address or by toll-free telephone by dialing (800) 221-
2450 from all continental United States. Seligman Data Corp. may be telephoned
Monday through Friday (except holidays), between the hours of 8:30 a.m. and
5:30 p.m. Eastern time, and calls will be answered by service representatives.
24 HOUR TELEPHONE ACCESS IS AVAILABLE BY DIALING (800) 622-4597 ON A
TOUCHTONE PHONE, WHICH PROVIDES INSTANT ACCESS TO PRICE, ACCOUNT BALANCE, MOST
RECENT TRANSACTION AND OTHER INFORMATION. IN ADDITION, ACCOUNT STATEMENTS,
FORM 1099-DIVS AND CHECKBOOKS CAN BE ORDERED. TO INSURE PROMPT DELIVERY OF
CHECKS, ACCOUNT STATEMENTS AND OTHER INFORMATION, SELIGMAN DATA CORP. SHOULD
BE NOTIFIED IMMEDIATELY IN WRITING OF ANY ADDRESS CHANGE. ADDRESS CHANGES MAY
BE TELEPHONED TO SELIGMAN DATA CORP. IF THE SHAREHOLDER HAS ELECTED TELEPHONE
SERVICES. FOR MORE INFORMATION ABOUT TELEPHONE SERVICES, SEE "TELEPHONE TRANS-
ACTIONS" ABOVE.
ACCOUNT SERVICES. Shareholders are sent confirmation of financial transac-
tions in their Account.
Other investor services are available. These include:
. INVEST-A-CHECK (R) SERVICE enables a shareholder to authorize checks to
be drawn on a regular checking account at regular monthly intervals
in fixed amounts of $100 or more, or regular quarterly intervals in fixed
amounts of $250 or more, to purchase shares. (See "Terms and Conditions" on
page .)
. AUTOMATIC DOLLAR-COST-AVERAGING SERVICE permits a shareholder of Class A
shares of Seligman Cash Management Fund, Inc. to exchange a specified
amount, at regular monthly intervals in fixed amounts of $100 or more, or
regular quarterly intervals in fixed amounts of $250 or more, into the Fund
or Class A shares of any other Seligman Mutual Fund(s) registered in the
same name. The shareholder's account must have a value of at least $5,000
at the initiation of the service. Exchanges will be made at the public of-
fering price.
. DIVIDENDS FROM OTHER INVESTMENTS permits a shareholder to order dividends
payable on shares of other companies to be paid to and invested in addi-
tional shares of the Fund. (Dividend checks must meet or exceed the re-
quired minimum purchase amount and include the shareholder's name, the name
of the Fund and the class of shares in which the investment is to be made
and the shareholder's Fund account number.)
. AUTOMATIC CD TRANSFER SERVICE permits a shareholder to instruct a bank to
invest the proceeds of a maturing bank certificate of deposit ("CD") in
shares of any designated Seligman Mutual Fund. Shareholders who wish to use
this service should contact Seligman Data Corp. or a broker to obtain the
necessary documentation. Banks may charge a penalty on CD assets withdrawn
prior to maturity. Accordingly, it will not normally be advisable to liqui-
date a CD before its maturity.
. PAYMENTS AT REGULAR INTERVALS can be made to a shareholder who owns or
purchases shares worth [$5,000] or more held as book credits under the Au-
tomatic Cash Withdrawal Service. (See "Terms and Conditions" on page .)
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<PAGE>
. DIRECTED DIVIDENDS allows a shareholder to pay dividends to another per-
son or to direct the payment of such dividends to another mutual fund in
the Seligman Group for purchase at net asset value. Dividends on shares may
only be directed to Class A shares of another mutual fund in the Seligman
Group.
. OVERNIGHT DELIVERY to service shareholder requests is available for a
$15.00 fee which may be deducted from a shareholder's account, if request-
ed.
. COPIES OF ACCOUNT STATEMENTS will be sent to each shareholder free of
charge for the current year and most recent prior year. Statement requests
should be forwarded, along with a check to Seligman Data Corp.
TAX-DEFERRED RETIREMENT PLANS. Shares of the Fund may be purchased for all
types of tax-deferred retirement plans. SFSI makes available plans, plan forms
and custody agreements for:
--Individual Retirement Accounts (IRAs);
--Simplified Employee Pension Plans (SEPs);
--Section 401(k) Plans for corporations and their employees;
--Section 403(b)(7) Plans for employees of public school systems and certain
non-profit organizations who wish to make deferred compensation arrangements;
and
--Pension and Profit Sharing Plans for sole proprietorships, corporations
and partnerships.
These types of plans may be established only upon receipt of a written ap-
plication form.
For more information, write Retirement Plan Services, Seligman Data Corp.,
100 Park Avenue, New York, New York 10017. You may telephone toll-free by di-
aling (800) 445-1777 from all continental United States or you may receive in-
formation through an authorized dealer.
ADVERTISING THE FUND'S PERFORMANCE
From time to time the Fund may advertise its "total return" and "average an-
nual total return". THESE FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT
INTENDED TO INDICATE FUTURE PERFORMANCE. The "total return" shows what an in-
vestment in shares of the Fund would have earned over a specified period of
time (for example, one, five and ten year periods or since inception) assuming
the payment of the maximum sales load when the investment was made and that
all distributions and dividends paid by the Fund were reinvested on the rein-
vestment dates during the period. The "average annual total return" is the an-
nual rate required for the initial payment to grow to the amount which would
be received at the end of the specified period (one, five and ten year periods
or since inception); i.e., the average annual compound rate of return. Total
return and average annual total return may also be presented without the ef-
fect of the initial sales load.
From time to time, reference may be made in advertising or promotional mate-
rial to performance information, including mutual fund rankings, prepared by
Lipper Analytical Service, Inc. ("Lipper"), an independent reporting service
which monitors the performance of mutual funds. In calculating the Fund's to-
tal return, the Lipper analysis assumes investment of all dividends and dis-
tributions paid but does not take into account applicable sales loads. The
Fund may also refer in advertisements or in other promotional material to ar-
ticles, 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/Weisenberger Mutual Funds Investment Re-
port, Christian Science Monitor, Financial Planning, Financial Times, Finan-
cial World, Forbes, Fortune, Individual Investor, Investment Advisor, Invest-
ors Business Daily, Kiplinger's, Los Angeles Times, MONEY Maga
19
<PAGE>
zine, Morningstar, Inc., Pensions and Investments, Smart Money, The New York
Times, USA Today, U.S. News and World Report, The Wall Street Journal, Wash-
ington Post, Worth Magazine and Your Money.
ORGANIZATION AND CAPITALIZATION
The Fund is an open-end diversified management investment company incorpo-
rated under the laws of the state of Maryland in 1995. The Fund is authorized
to issue million shares of common stock, each with a par value of $0.001.
Each share represents an equal proportionate interest in the Fund and entitles
the holder to one vote. Shares have non-cumulative voting rights, do not have
preemptive or subscription rights and are transferable. The Fund has received
an order from the Securities and Exchange Commission 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 addi-
tional classes of common stock with such characteristics as are permitted by
the order received from the Securities and Exchange Commission. 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.
20
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TERMS AND CONDITIONS
GENERAL ACCOUNT INFORMATION
Investments will be made in as many shares, including fractions to the third
decimal place, as can be purchased at the net asset value plus a sales load,
if applicable, at the close of business on the day payment is received. If a
check in payment of a purchase of Fund shares is dishonored for any reason,
Seligman Data Corp. will cancel the purchase and may redeem additional shares,
if any, held in a shareholder's account in an amount sufficient to reimburse
the Fund for any loss it may have incurred and charge a $10.00 return check
fee. Shareholders will receive dividends from investment income and any dis-
tributions from gain realized on investments in shares or in cash according to
the option elected. Dividend and gain options may be changed by notifying Se-
ligman Data Corp. in writing. These option changes must be received by Selig-
man Data Corp. on or before the record date for the dividend or distribution
in order to be effective for that dividend or distribution. Stock certificates
will not be issued, unless requested. Replacement Stock certificates will be
subject to a surety fee.
INVEST-A-CHECK(R) SERVICE
The Invest-A-Check(R) Service is available to all shareholders. The applica-
tion is subject to acceptance by the shareholder's bank and Seligman Data
Corp. Checks in the amount specified will be drawn automatically on the share-
holder's bank on the fifth day of each month (or on the prior business day if
the fifth day of the month falls on a weekend or holiday) in which an invest-
ment is scheduled and invested at the public offering price at the close of
business on the same date. After the initial investment, the value of shares
held in the shareholder's account must equal not less than two regularly
scheduled investments. If a check is not honored by the shareholder's bank, or
if the value of shares held falls below the required minimum, the Service will
be suspended. In the event that a check is returned marked "unpaid," Seligman
Data Corp. will cancel the purchase, redeem shares held in the shareholder's
account for an amount sufficient to reimburse the Fund for any loss it may
have incurred as a result, and charge a $10.00 return check fee. This fee may
be debited to the shareholder's account. The Service will be reinstated upon
written request indicating that the cause of interruption has been corrected.
The Service may be terminated by the shareholder or Seligman Data Corp. at any
time by written notice. The shareholder agrees to hold the Fund and its agents
free from all liability which may result from acts done in good faith and pur-
suant to these terms. Instructions for establishing Invest-A-Check(R) Service
are given on the Account Application. In the event a shareholder exchanges all
of the shares from one mutual fund in the Seligman Group to another, a share-
holder must re-apply for the Invest-A-Check(R) Service in the Seligman Fund
into which the exchange was made. In the event of a partial exchange, the In-
vest-A-Check(R) Service will be continued, subject to the above conditions, in
the Seligman Fund from which the exchange was made. If a shareholder uses the
Invest-A-Check(R) Service to make an IRA investment, the purchase will be
credited as a current year contribution. If a shareholder uses the Invest-A-
Check(R) Service to make an investment in a pension or profit sharing plan,
the purchase will be credited as a current year employer contribution.
AUTOMATIC CASH WITHDRAWAL SERVICE
A sufficient number of full and fractional shares will be redeemed to pro-
vide the amount required for a scheduled payment. Redemptions will be made at
the asset value at the close of business on the specific day designated by the
shareholder of each month (or on the prior business day if the day specified
falls on a weekend or holiday). A shareholder may change the amount of sched-
uled payments or may suspend payments by written notice to Seligman Data Corp.
at least ten days prior to the effective date of such a change or suspension.
Service may be terminated by the shareholder or Seligman Data Corp. at any
time by written notice. It will be terminated upon proper notification of the
death or legal incapacity of the shareholder. This Service is considered ter-
minated in the event a withdrawal of shares, other than to make scheduled
withdrawal payments, reduces the value of shares remaining on deposit to less
than $5,000. Continued payments in excess of dividend income invested will re-
duce and ultimately exhaust capital. Withdrawals, concurrent with purchases of
shares of this or any other investment company, will be disadvantageous be-
cause of the payment of duplicative sales loads, if applicable. For this rea-
son, additional purchases of Fund shares are discouraged when the Withdrawal
Service is in effect.
LETTER OF INTENT
Seligman Financial Services, Inc. will hold in escrow shares equal to 5% of
the minimum purchase amount specified. Dividends and distributions on the
escrowed shares will be paid to the shareholder or credited to their account.
Upon completion of the specified minimum purchase within the thirteen-month
period, all shares held in escrow will be deposited to the shareholder's ac-
count or delivered to the shareholder. A shareholder may include the total as-
set value of shares of the mutual funds in the Seligman Group on which a sales
load was paid owned as of the date of a Letter of Intent toward the completion
of the Letter. If the total amount invested within the thirteen-month period
does not equal or exceed the specified minimum purchase, a shareholder will be
requested to pay the difference between the amount of the sales load paid and
the amount of the sales load applicable to the total purchase made. If, within
20 days following the mailing of a written request, a shareholder has not paid
this additional sales load to Seligman Financial Services, sufficient escrowed
shares will be redeemed for payment of the additional sales load. Shares re-
maining in escrow after this payment will be released to the account. The in-
tended purchase amount may be increased at any time during the thirteen-month
period by filing a revised Agreement for the same period, provided that the
Dealer furnishes evidence that an amount representing the reduction in sales
load under the new Agreement, which becomes applicable on purchases already
made under the original Agreement, will be refunded to the shareholder and
that the required additional escrowed shares are being furnished by the share-
holder.
Shares of Seligman Cash Management Fund which have been acquired by an ex-
change of shares of another mutual fund in the Seligman Group on which there
is a sales load may be taken into account in completing a Letter of Intent, or
for Rights of Accumulation. However, shares of this Fund which have been pur-
chased directly may not be used for purposes of determining reduced sales
loads on additional purchases of the other mutual funds in the Seligman Group.
6/95
21
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
SELIGMAN
SMALL COMPANY
TECHNOLOGY
FUND, INC.
- --------------------------------------
100 Park Avenue
New York, New York 10017
INVESTMENT MANAGER
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, New York 10017
GENERAL DISTRIBUTOR
Seligman Financial Services, Inc.
100 Park Avenue
New York, New York 10017
SHAREHOLDER SERVICE AGENT
Seligman Data Corp.
100 Park Avenue
New York, New York 10017
PORTFOLIO SECURITIES CUSTODIAN
Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105
GENERAL COUNSEL
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
EQSCT1
- --------------------------------------
PROSPECTUS
SELIGMAN
SMALL COMPANY
TECHNOLOGY
FUND, INC.
September 1, 1995
[LOGO] J&WS
- --------------------------------------
A Capital Appreciation Fund
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER ____, 1995
SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC.
100 Park Avenue
New York, New York 10017
New York City Telephone (212) 850-1864
Toll Free Telephone (800) 221-2450 all continental United States
For Retirement Plan Information - Toll Free Telephone (800) 445-1777
This Statement of Additional Information expands upon and supplements
the information contained in the current Prospectus of Seligman Small Company
Technology Fund, Inc., (the "Fund") dated September ____, 1995. It should be
read in conjunction with the Prospectus, which may be obtained by writing or
calling the Fund at the above address or telephone numbers. This Statement of
Additional Information, although not in itself a Prospectus, is incorporated by
reference into the Prospectus in its entirety.
TABLE OF CONTENTS
Investment Objectives, Policies And Risks......... 2
Investment Limitations............................ 3
Directors And Officers............................ 4
Management And Expenses........................... 5
Administration, Shareholder Services And
Distribution Plan................................ 7
Portfolio Transactions............................ 7
Purchase And Redemption of Fund Shares............ 7
Distribution Services............................. 9
Valuation.........................................10
Performance.......................................10
General Information...............................10
Financial Statements..............................11
Appendix ........................................A-1
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RISKS
As stated in the Prospectus, the Fund seeks long-term capital appreciation
by making investment of at least 75% of its net assets, exclusive of government
securities, short-term notes, cash and cash equivalents in securities of
companies with business operations in technology and technology related
industries that have market capitalization of less than $1 billion at the time
of purchase. The following information regarding the Fund's investment policies
supplements the information contained in the Prospectus.
Short Sales. As described in the Prospectus, the Fund may engage in short sales.
In effecting short sales, the Fund customarily is required by the broker from
which securities were borrowed to deposit with the broker a certain amount of
cash or U.S. Government securities as collateral to secure the Fund's obligation
to replace such securities. In addition, under section 18 of the Investment
Company Act of 1940 (the "1940 Act"), as interpreted by the Securities and
Exchange Commission, the Fund will be required to put in a segregated account
(not with the broker) an amount of cash or U.S. government securities equal to
the difference between (i) the market value of the securities sold short at the
time of the sale and (ii) any cash or U.S. government securities required to be
deposited as collateral with the broker (not including the proceeds of the short
sale). Until the Fund replaces the borrowed securities, it must daily maintain
the segregated account so that the amount in such account, together with the
amount deposited as collateral (not including the proceeds of the short sale),
is equal to either the current market value of the securities or the market
value of the securities at the time they were sold short, whichever is higher.
These deposits do not have the effect of limiting the amount of money the Fund
may lose on a short sale, which may exceed the amount of the deposits.
Purchasing Put and Call Options on Securities. The Fund may purchase put options
to protect its portfolio holdings in an underlying security against a decline in
market value. This hedge protection is provided during the life of the put
option since the Fund, as holder of the put option, can sell the underlying
security at the put exercise price regardless of any decline in the underlying
security's market price. In order for a put option to be profitable, the market
price for the underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs. By using put options in this
manner, the Fund will reduce any profit it might otherwise have realized had it
sold in the underlying security at the time it purchased the put option by the
premium paid for the put option and by transaction costs.
The Fund may also purchase call options to hedge against an increase in
prices of securities that it has sold short. Such hedge protection is provided
during the life of the call option since the Fund, as holder of the call option,
is able to buy the underlying security at the exercise price regardless of any
increase in the underlying security's market price. In order for a call option
to be profitable, the market price of the underlying security must rise
sufficiently above the exercise price to cover the premium and transaction
costs. By using call options in this manner, the Fund will reduce any profit it
might have realized had it bought the underlying security at the time it
purchased the call option by the premium paid for the call option and by
transaction costs.
The ability of the Fund to engage in options will depend on the
availability of liquid markets for such instruments. Furthermore, the Fund's
ability to engage in options may be limited by tax considerations. The Fund will
not purchase options for speculative purposes.
Borrowing. The Fund may from time to time borrow money from banks for temporary,
extraordinary or emerging purposes and may invest the funds in additional
securities.
Borrowings are subject to any applicable limitations under regulations of
the Federal Reserve Board. Current asset value coverage of three times any
amount borrowed is required at all times.
Any gain in the value of securities purchased with money borrowed in excess
of the cost of amounts borrowed would cause the net asset value of the Fund's
shares to increase more than otherwise would be the case. Conversely, any
decline in the value of securities purchased with money borrowed or any gain in
value less than the cost of amounts borrowed would cause net asset value to
decline more than would otherwise be the case.
Lending of Portfolio Securities. The Fund may lend portfolio securities to
certain institutional borrowers of securities and may invest the cash collateral
and obtain additional income or receive an agreed upon amount of interest from
the borrower. Loans are subject to termination at the option of the Fund or the
borrower. The Fund may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the interest earned
on the cash or equivalent collateral to the borrower or placing broker. The Fund
does not have the right to vote securities on loan, but would terminate the loan
and regain the right to vote if that were considered important with respect to
the investment.
2
<PAGE>
Rights and Warrants. The Fund may not invest in rights and warrants if, at the
time of acquisition, the investment in rights and warrants would exceed 5% of
the Fund's net assets, valued at the lower of cost or market. In addition, no
more than 2% of net assets may be invested in warrants not listed on the New
York or American Stock Exchanges. For purposes of this restriction, rights and
warrants acquired by the Fund in units or attached to securities may be deemed
to have been purchased without cost.
Repurchase Agreements. The Fund may enter into repurchase agreements with
commercial banks and with broker/dealers to invest cash for the short-term. A
repurchase agreement is an agreement under which the Fund acquires a money
market instrument, generally a U.S. Government obligation 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 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. Repurchase agreements usually are for short
periods, such as one week or less, but may be for longer periods. However, as a
matter of fundamental policy, the Fund will not enter into repurchase agreements
of more than one week's duration if more than 10% of its net assets would be so
invested. The Fund has no present intention of entering into repurchase
agreements in the future.
Except as described under "Investment Limitations" below, the foregoing
investment policies are not fundamental and the Board of Directors of the Fund
may change such policies without the vote of a majority of its outstanding
voting securities (as defined on page 4).
Portfolio Turnover. The Fund's portfolio turnover rate will be calculated by
dividing the lesser of purchases or sales of portfolio securities for the fiscal
year by the monthly average value of the portfolio securities owned during the
fiscal year. The Fund anticipates that is annual portfolio turnover rate may
exceed 100%. Higher portfolio turnover involves correspondingly greater
transactions cost and a possible increase in capital gains.
INVESTMENT LIMITATIONS
Under the Fund's fundamental policies, which cannot be changed except by
vote of a majority of its outstanding voting securities, the Fund may not:
o Borrow money, except in an amount not to exceed one-third of the value of its
total assets less liabilities other than such borrowing; or mortgage or
pledge any of its assets, except to secure permitted borrowings up to 15% of
the value of its total assets (taken at cost);
o Purchase securities on "margin" or participate on a joint or a joint and
several basis in any securities trading account, or write put or call
options, or write or purchase straddle or spread options;
o Invest more than 5% of its total assets (taken at market value) in securities
of any one issuer other than the U.S. Government, its agencies or
instrumentalities, buy more than 10% of the voting securities of any issuer,
or invest to control or manage any company;
o Invest more than 25% of the value of its total assets in any one industry,
except that the Fund will invest at least 75% of the value of its total
assets in securities of companies principally engaged in the technology and
technology-related industries (exclusive of government securities, short-term
notes, cash and cash equivalents), except when investing for temporary
defensive purposes;
o Invest in securities issued by other investment companies, except in
connection with a merger, consolidation, acquisition or reorganization;
o Purchase or sell commodities and commodity contracts or purchase or hold real
estate;
o Purchase or hold the securities of any issuer, if to its knowledge, directors
or officers of the Fund individually owning beneficially more than 0.5% of
the securities of that issuer own in the aggregate more than 5% of such
securities;
o Underwrite the securities of other issuers, except insofar as the Fund may be
deemed an underwriter under the Securities Act of 1933, as amended, in
disposing of a portfolio security; or
o Make loans, except loans of portfolio securities and except to the extent the
purchase of notes, bonds or other evidences of indebtedness, or the entry
into repurchase agreements may be considered loans.
3
<PAGE>
Although not fundamental policies subject to shareholder vote, as long as the
Fund's shares are registered in certain states, it may not (1) mortgage, pledge
or hypothecate its assets to the extent that the value of such encumbered assets
exceed 10% of the per share offering price of shares of the Fund; (2) invest in
interests in oil, gas or other mineral exploration or development programs; and
(3) invest more than 5% of its gross assets at market value in combined
investments in securities of companies in operation for less than three years
(excluding securities guaranteed by a company which, including predecessors, has
been in operation at least three continuous years). Also, in accordance with
Texas securities regulations, purchase or sell real property or limited
partnership interests in real property (but excluding readily marketable
interests in real estate investment trusts or readily marketable securities of
companies which invest in real estate).
Under the 1940 Act, a "vote of a majority of the outstanding voting
securities" of the Fund means the affirmative vote of the lesser of (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.
DIRECTORS AND OFFICERS
Directors and officers of the Fund, together with information as to their
principal business occupations during the past five years, are shown below. Each
Director who is an "interested person" of the Fund, as defined in the 1940 Act,
is indicated by an asterisk. Unless otherwise indicated, their addresses are 100
Park Avenue, New York, NY 10017.
WILLIAM C. MORRIS* Director, Chairman of the Board, Chief
(56) Executive Officer and Chairman of the Executive
Committee
Managing Director, Chairman and President, J. &
W. Seligman & Co. Incorporated, investment
managers and advisors; and Seligman Advisors,
Inc., advisors; Chairman and Chief Executive
Officer, the Seligman Group of Investment
Companies; Chairman, Seligman Financial
Services, Inc., distributor; Seligman Holdings,
Inc., holding company; Seligman Services, Inc.,
broker/dealer; and Carbo Ceramics Inc., ceramic
proppants for oil and gas industry; Director or
Trustee, Seligman Data Corp. (formerly Union
Data Service Center, Inc.), shareholder service
agent; Daniel Industries, Inc., manufacturer of
oil and gas metering equipment; Kerr-McGee
Corporation, diversified energy company; and
Sarah Lawrence College; and a Member of the
Board of Governors of the Investment Company
Institute; formerly, Chairman, Seligman
Securities, Inc., broker/dealer.
BRIAN T. ZINO* Director
(42)
Managing Director (formerly, Chief
Administrative and Financial Officer), J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Director or Trustee, the
Seligman Group of Investment Companies;
Chairman, Seligman Data Corp., shareholder
service agent; Director, Seligman Financial
Services, Inc., distributor; Seligman Services,
Inc., broker/dealer; Senior Vice President,
Seligman Henderson Co., advisors; formerly,
Director and Secretary, Chuo Trust - JWS
Advisors, Inc., advisors; and Director,
Seligman Securities, Inc., broker/dealer.
PAUL H. WICK Vice President and Portfolio Manager
(33)
Managing Director (formerly, Vice President,
Investment Officer), J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Vice President and Portfolio Manager, three
other open-end investment companies in the
Seligman Group of Investment Companies;
Portfolio Manager, Seligman Henderson Co.,
advisor; formerly, Senior Vice President,
Portfolio Management, Chuo Trust-JWS Advisors,
Inc., advisor.
LAWRENCE P. VOGEL Vice President
(38)
Senior Vice President, Finance, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Seligman Financial
Services, Inc., distributor; and Seligman
Advisors, Inc., advisors; Vice President, the
Seligman Group of Investment Companies; Senior
Vice President, Finance (formerly, Treasurer),
Seligman Data Corp., shareholder service agent;
Treasurer, Seligman Holdings, Inc., holding
company; and Seligman Henderson Co., advisors;
formerly, Senior Audit Manager at Price
Waterhouse, independent accountants.
4
<PAGE>
FRANK J. NASTA Secretary
(30)
Secretary, the Seligman Group of Investment
Companies; J. & W. Seligman & Co.,
Incorporated, investment managers and advisers;
Seligman Financial Services, Inc., distributor;
Seligman Henderson Co., advisers; Seligman
Services, Inc., broker/dealers; Seligman Data
Corp.; Vice President, Law and Regulation, J. &
W. Seligman & Co. Incorporated, investment
managers and advisers; formerly, attorney,
Seward & Kissel.
THOMAS G. ROSE Treasurer
(37)
Treasurer, the Seligman Group of Investment
Companies; and Seligman Data Corp., shareholder
service agent; formerly, Treasurer, American
Investors Advisors, Inc.
The Executive Committee of the Board acts on behalf of the Board between
meetings to determine the value of securities and assets owned by the Fund for
which no market valuation is available and to elect or appoint officers of the
Fund to serve until the next meeting of the Board.
<TABLE>
<CAPTION>
Compensation Table
Pension or
Aggregate Retirement Benefits Total Compensation
Compensation Accrued as part of from Fund and
Position With Registrant from Fund (1) Fund Expenses Fund Complex (2)
------------------------ ------------- ------------- ----------------
<S> <C> <C> <C>
William C. Morris, Director N/A N/A N/A
Brian T. Zino, Director N/A N/A N/A
- ---------------------------
</TABLE>
(1) The Fund commence operations on September ____, 1995.
(2) As defined in the Fund's Prospectus, the Seligman Group of Investment
Companies consists of eighteen investment companies.
The Fund has a compensation arrangement under which outside directors may
elect to defer receiving their fees. Under this arrangement, interest is accrued
on the deferred balances. The annual cost of such interest will be included in
the directors' fees and expenses, and the accumulated balance thereof will be
included in "Liabilities" in the Fund's financial statements.
Directors and officers of the Fund are also directors or trustees and
officers of some or all of the other investment companies in the Seligman Group.
Directors and officers of the Fund as a group own no shares of the capital stock
of the Fund.
MANAGEMENT AND EXPENSES
As indicated in the Prospectus, under the Management Agreement, dated July
___, 1995, subject to the control of the Board of Directors, the Manager manages
the investment of the assets of the Fund, including making purchases and sales
of portfolio securities consistent with the Fund's investment objectives and
policies, and administers its business and other affairs. The Manager provides
the Fund with such office space, administrative and other services and executive
and other personnel as are necessary for Fund operations. The Manager pays all
of the compensation of directors of the Fund who are employees or consultants of
the Manager and of the officers and employees of the Fund. The Manager also
provides senior management for Seligman Data Corp., the Fund's shareholder
service agent. The Fund pays the Manager a management fee for its services,
calculated daily and payable monthly, equal to 1.25% of the daily net assets of
the Fund.
The Fund pays all its expenses other than those assumed by the Manager,
including brokerage commissions, administration, shareholder services and
distribution fees, fees and expenses of independent attorneys and auditors,
taxes and governmental fees, 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 including fees and
expenses for qualifying the Fund and its shares under Federal and state
securities laws, 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 serve as a director of) the Manager or
its affiliates, insurance premiums and extraordinary expenses such as litigation
expenses. The Manager has undertaken, so long as required by certain state
securities administrators, to reimburse the Fund for each year in the amount by
which total expenses, including the management fee, but excluding interest,
taxes, brokerage commissions, distribution fees, extraordinary expenses and a
portion of expenses related to shareholder account and transfer services, exceed
2 1/2% of the first $30,000,000 of average net assets, 2% of the next
$70,000,000 and 1 1/2% thereafter. Such reimbursement, if any, will be made
monthly.
5
<PAGE>
On December 29, 1988, a majority of the outstanding voting securities of the
Manager was purchased by Mr. William C. Morris and a simultaneous
recapitalization of the Manager occurred.
The Management Agreement was approved by the Board of Directors at a meeting
held on July 20, 1995 and by the initial shareholder of the Fund on
__________________, 1995. The Management Agreement will continue in effect until
December 31, 1996 and from year to year thereafter if (1) such continuance is
approved in the manner required by 1940 Act (by a vote of a majority of the
Board of Directors or of the outstanding voting securities of the Fund and by a
vote of a majority of the Directors who are not parties to the Management
Agreement or interested persons of any such party) and (2) if the Manager shall
not have notified the Fund at least 60 days prior to December 31 of any year
that it does not desire such continuance. The Management Agreement may be
terminated by the Fund, without penalty, on 60 days' written notice to the
Manager and will terminate automatically in the event of its assignment. The
Fund has agreed to change its name upon termination of the Management Agreement
if continued use of the name would cause confusion in the context of the
Manager's business.
The Manager is a successor firm to an investment banking business founded in
1864 which has thereafter provided investment services to individuals, families,
institutions and corporations. See the Appendix for further history of the
Manager.
Under the Subadvisory Agreement, dated _______________, 1995, the Subadviser
supervises and directs a portion of the Fund's investment in foreign securities
and Depository Receipts consistent with the Fund's investment objectives,
policies and principles. For these services, the Subadviser is paid a fee as
described in the Fund's Prospectus. The Subadvisory Agreement was approved by
the Board of Directors at a meeting held on July 20, 1995 and by the initial
shareholder of the Fund on _______________, 1995. The Subadvisory Agreement will
continue in effect until December 31, 1996, and from year to year thereafter if
(i) such continuance is approved in the manner required by the 1940 Act (by a
vote of a majority of the Board of Directors or of the outstanding voting
securities of the Fund and by a vote of a majority of the Directors who are not
parties to the Subadvisory Agreement or interested persons of any such party)
and (2) if the Subadviser shall not have notified the Manager in writing at
least 60 days prior to December 31 of any year that it does not desire such
continuance. The Subadvisory Agreement may be terminated at any time by the
Fund, without penalty, on 60 days' written notice to the Subadviser. The
Subadvisory Agreement will terminate automatically in the event of its
assignment or upon the termination of the Management Agreement.
The Subadviser is a New York general partnership formed by the Manager and
Henderson International, Inc., a controlled affiliate of Henderson
Administration Group plc. Henderson Administration Group plc, headquartered in
London, is one of the largest independent money managers in Europe. The Firm
currently manages approximately $18.5 billion in assets and is recognized as a
specialist in global equity investing.
Officers, directors and employees of the Manager are permitted to engage in
personal securities transactions, subject to the Manager's Code of Ethics (the
"Code"). The Code proscribes certain practices with regard to personal
securities transactions and personal dealings, provides a framework for the
reporting and monitoring of personal securities transactions by the Manager's
Director of Compliance, and sets forth a procedure of identifying, for
disciplinary action, those individuals who violate the Code. The Code prohibits
each of the officers, directors and employees (including all portfolio managers)
of the Manager from purchasing or selling any security that the officer,
director or employee knows or believes (i) was recommended by the Manager for
purchase or sale by any client, including the Fund, within the preceding two
weeks, (ii) has been reviewed by the Manager for possible purchase or sale
within the preceding two weeks, (iii) is being purchased or sold by any client,
(iv) is being considered by a research analyst, (v) is being acquired in a
private placement, unless prior approval has been obtained from the Manager's
Director of Compliance, or (vi) is being acquired during an initial or secondary
public offering. The Code also imposes a strict standard of confidentiality and
requires portfolio managers to disclose any interest they may have in the
securities or issuers that they recommend for purchase by any client.
The Code also prohibits (i) each portfolio manager or member of an investment
team from purchasing or selling any security within seven calendar days of the
purchase or sale of the security by a client's account (including investment
company accounts) for which the portfolio manager or investment team manages and
(ii) each employee from engaging in short-term trading (a purchase and sale or
vice-versa within 60 days). Any profit realized pursuant to either of these
prohibitions must be disgorged.
6
<PAGE>
Officers, directors and employees are required, except under very limited
circumstances, to engage in personal securities transactions through the
Manager's order desk. The order desk maintains a list of securities that may not
be purchased due to a possible conflict with clients. All officers, directors
and employees are also required to disclose all securities beneficially owned by
them on December 31 of each year.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
As indicated in the Prospectus, the Fund has adopted an Administration,
Shareholder Services and Distribution Plan (the "Plan") in accordance with
Section 12(b) of the Act and Rule 12b-1 thereunder.
The Plan was approved on July 20, 1995 by the Board of Directors of the Fund,
including a majority of the Directors who are not "interested persons" (as
defined in the Act) and who have no direct or indirect financial interest in the
operation of the Plan or in any agreement related to the Plan (the "Qualified
Directors") and was approved by the initial shareholder of the Fund on
________________, 1995. The Plan will continue in effect through December 31 of
each year so long as such continuance is approved by a majority vote of both the
Directors and the Qualified Directors of the Fund, cast in person at a meeting
called for the purpose of voting on such approval. The Plan may not be amended
to increase materially the amounts payable to Service Organizations without the
approval of a majority of the outstanding voting securities and no material
amendment to the Plan may be made except by a majority of both the Directors and
Qualified Directors.
The Plan requires that the Treasurer of the Fund shall provide to the
Directors, and the Directors shall review, at least quarterly, a written report
of the amounts expended (and purposes therefor) under the Plan. Rule 12b-1 also
requires that the selection and nomination of Directors who are not "interested
persons" of the Fund be made by such disinterested Directors.
PORTFOLIO TRANSACTIONS
The Management and Subadvisory Agreements recognize that in the purchase and
sale of portfolio securities the Manager and Subadviser 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
brokers or dealers to the Manager and Subadviser for their use, as well as to
the general attitude toward and support of investment companies demonstrated by
such brokers or dealers. Such services include supplemental investment research,
analysis and reports concerning issuers, industries and securities deemed by the
Manager and Subadviser to be beneficial to the Fund. In addition, the Manager
and Subadviser are authorized to place orders with brokers who provide
supplemental investment and market research and statistical and economic
analysis although the use of such brokers may result in a higher brokerage
charge to the Fund than the use of brokers selected solely on the basis of
seeking the most favorable price and execution and although such research and
analysis may be useful to the Manager and Subadviser in connection with its
services to clients other than the Fund.
In over-the-counter markets, the Fund deals with primary market makers unless
a more favorable execution or price is believed to be obtainable. The Fund may
buy securities from or sell securities to dealers acting as principal, except
dealers with which its directors and/or officers are affiliated.
When two or more of the investment companies in the Seligman Group or other
investment advisory clients of the Manager and Subadviser desire to buy or sell
the same security at the same time the securities purchased or sold are
allocated by the Manager and Subadviser 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.
PURCHASE AND REDEMPTION OF FUND SHARES
Shares of the Fund may be purchased at a price equal to the next determined
net asset value per share, plus a sales load. See "Purchase Of Shares," and
"Redemption Of Shares" in the Prospectus.
7
<PAGE>
REDUCED SALES LOADS
Reductions Available. Shares of any future Seligman Funds sold with a sales load
in a continuous offering will be eligible for the foregoing reductions.
Volume Discounts are provided if the total amount being invested in shares
of the Fund alone, or in any combination of shares of the other Funds in the
Seligman Group which are sold with a front-end sales load, reaches levels
indicated in the sales load schedule set forth in the Prospectus.
The Right of Accumulation allows an investor to combine the amount being
invested in shares of the Fund and shares of Seligman Capital Fund, Seligman
Common Stock Fund, Seligman Communications and Information Fund, Seligman
Frontier Fund, Seligman Growth Fund, Seligman Henderson Global Fund Series,
Seligman High Income Fund Series, Seligman Income Fund, Seligman New Jersey
Tax-Exempt Fund, Seligman Pennsylvania Tax-Exempt Fund Series, Seligman
Tax-Exempt Fund Series, or Seligman Tax-Exempt Series Trust sold with a
front-end sales load with the total net asset value of shares of those Mutual
Funds already owned that were sold with a front-end sales load and the total net
asset value of shares of Seligman Cash Management Fund which were acquired
through an exchange of shares of another Mutual Fund in the Seligman Group on
which there was a front-end sales load at the time of purchase to determine
reduced sales loads in accordance with the schedule in the Prospectus. The value
of the shares owned, including the value of shares of Seligman Cash Management
Fund acquired in an exchange of shares of another Mutual Fund in the Seligman
Group on which there was a sales load at the time of purchase, will be taken
into account in orders placed through a dealer, however, only if Seligman
Financial Services, Inc. is notified by an investor or a dealer of the amount
owned at the time the purchase is made and is furnished sufficient information
to permit confirmation.
A Letter of Intent allows an investor to purchase shares over a 13-month
period at reduced sales loads in accordance with the schedule in the Prospectus,
based on the total amount of shares of the Fund that the letter states the
investor intends to purchase plus the total net asset value of shares sold with
a front-end sales load of Seligman Capital Fund, Seligman Common Stock Fund,
Seligman Communications and Information Fund, Seligman Frontier Fund, Seligman
Growth Fund, Seligman Henderson Global Fund Series, Seligman High Income Fund
Series, Seligman Income Fund, Seligman New Jersey Tax-Exempt Fund, Seligman
Pennsylvania Tax-Exempt Fund Series, Seligman Tax-Exempt Fund Series, or
Seligman Tax-Exempt Series Trust already owned and the total net asset value of
shares of Seligman Cash Management Fund which were acquired through an exchange
of shares of another Mutual Fund in the Seligman Group on which there was a
front-end sales load at the time of purchase. Reduced sales loads also may apply
to purchases made within a 13-month period starting up to 90 days before the
date of execution of a letter of intent. For more information concerning the
terms of the letter of intent see "Terms and Conditions-Letter of Intent" in the
Prospectus.
Persons Entitled To Reductions. Reductions in sales loads apply to purchases by
a "single person," including an individual; members of a family unit comprising
husband, wife and minor children; or a trustee or other fiduciary purchasing for
a single fiduciary account. Employee benefit plans qualified under Section 401
of the Internal Revenue Code, tax-exempt organizations under Section 501 (c)(3)
or (13), and non-qualified employee benefit plans that satisfy uniform criteria
are considered "single persons" for this purpose. The uniform criteria are as
follows:
1. Employees must authorize the employer, if requested by the Fund, to
receive in bulk and to distribute to each participant on a timely basis the Fund
prospectus, reports and other shareholder communications.
2. Employees participating in a plan will be expected to make regular
periodic investments (at least annually). A participant who fails to make such
investments may be dropped from the plan by the employer or the Fund 12 months
and 30 days after the last regular investment in his account. In such event, the
dropped participant would lose the discount on share purchases to which the plan
might then be entitled.
3. The employer must solicit its employees for participation in such an
employee benefit plan or authorize and assist an investment dealer in making
enrollment solicitations.
Eligible Employee Benefit Plans. The term "eligible employee benefit plan" means
any plan or arrangement, whether or not tax qualified, which provides for the
purchase of Fund shares. The term "participant account plan" means any "eligible
employee benefit plan" where (i) the Fund shares are purchased through payroll
deductions or otherwise by a fiduciary or other person for the account of
participants who are employees (or their spouses) of an employer and (ii) a
separate Open Account is maintained in the name of such fiduciary or other
person for the account of each participant in the plan (such as a payroll
deduction IRA program).
8
<PAGE>
The table of sales loads in the Prospectus applies to sales to "eligible
employee benefit plans" except that the Fund may sell shares at net asset value
to "eligible employee benefit plans," (i) which have at least $1 million
invested in the Seligman Group of Investment Companies or (ii) of employers who
have at least 100 eligible employees to whom such plan is made available or,
regardless of the number of employees, if such plan is established or maintained
by any dealer which has a sales agreement with Seligman Financial Services, Inc.
Such sales must be made in connection with a payroll deduction system of plan
funding or other systems acceptable to Seligman Data Corp., the Fund's
shareholder service agent. Such sales are believed to require limited sales
effort and sales-related expenses and therefore are made at net asset value.
Contributions or account information for plan participation also should be
transmitted to Seligman Data Corp. by methods which it accepts. Additional
information about "eligible employee benefit plans" is available from investment
dealers or Seligman Financial Services, Inc.
Payment in Securities. In addition to cash, the Fund may accept securities in
payment for Fund shares sold at the applicable public offering price (net asset
value plus any applicable sales load) although the Fund does not presently
intend to accept securities in payment for Fund shares. Generally, the Fund will
only consider accepting securities (l) to increase its holdings in a portfolio
security, or (2) if the Manager determines that the offered securities are a
suitable investment for the Fund and in a sufficient amount for efficient
management. Although no minimum has been established, it is expected that the
Fund would not accept securities with a value of less than $100,000 per issue in
payment for shares. The Fund may reject in whole or in part offers to pay for
Fund shares with securities, may require partial payment in cash for applicable
sales loads, and may discontinue accepting securities as payment for Fund shares
at any time without notice. The Fund will not accept restricted securities in
payment for shares. The Fund will value accepted securities in the manner
provided for valuing portfolio securities of the Fund. Any securities in the
manner provided for valuing portfolio securities of the Fund. Any securities
accepted by the Fund in payment for Fund shares will have an active and
substantial market and have a value which is readily ascertainable (See
"Valuation"). In accordance with Texas securities regulations, should the Fund
accept securities in payment for shares, such transactions would be limited to a
bona fide reorganization, statutory merger, or to other acquisitions of
portfolio securities (except for municipal debt securities issued by state
political subdivisions or their agencies or instrumentalities) which meet the
investment objectives and policies of the investment company; are acquired for
investment and not for resale; are liquid securities which are not restricted as
to transfer either by law or liquidity of market; and have a value which is
readily ascertainable (and not established only by evaluation procedures) as
evidenced by a listing on the American Stock Exchange, the New York Stock
Exchange or NASDAQ.
Further Types of Reductions. Shares may be issued without a sales load in
connection with the acquisition of cash and securities owned by other investment
companies and personal holding companies, to financial institution trust
departments, to registered investment advisers exercising discretionary
investment authority with respect to the purchase of Fund shares, or pursuant to
sponsored arrangements with organizations which make recommendations to, or
permit group solicitation of, its employees, members or participants in
connection with the purchase of shares of the Fund, and to separate accounts
established and maintained by an insurance company which are exempt from
registration under Section 3(c)(11) of the Investment Company Act of 1940, to
registered representatives (and their spouses and minor children) and employees
of any dealer that has a sales agreement with SFSI, to shareholders of mutual
funds with investment objectives and policies similar to the Fund's who purchase
shares with redemption proceeds of such funds and to certain unit investment
trusts as described in the Prospectus.
Shares may be sold at net asset value to these persons since such sales
require less sales effort and lower sales related expenses as compared with
sales to the general public.
More About Redemptions. The procedures for redemption of Fund shares under
ordinary circumstances are set forth in the Prospectus. In unusual circumstances
payment may be postponed, if the orderly liquidation of portfolio securities is
prevented by the closing of, or restricted trading on the New York Stock
Exchange during periods of emergency, or such other periods as ordered by the
Securities and Exchange Commission. Payment may be made in securities, subject
to the review of some state securities commissions. If payment is made in
securities, a shareholder may incur brokerage expenses in converting these
securities into cash.
DISTRIBUTION SERVICES
The Fund and Seligman Financial Services, Inc. ("SFSI") are parties to a
Distributing Agreement, dated July ___, 1995. SFSI, an affiliate of the Manager,
acts as general distributor of the shares of the Fund and of the other mutual
funds in the Seligman Group. As general distributor of the Fund's Capital Stock,
SFSI allows concessions to all dealers, as indicated in the Prospectus of up to
4.25% on purchases of shares to which the 4.75% sales load applies.
Shares may be sold at net asset value to present and retired directors,
trustees, officers, employees (and their spouses and minor children) of the
Fund, the other investment companies in the Seligman Group, the Manager and
other companies affiliated with the Manager. Such sales also may be made to
employee benefit and thrift plans for such persons and to any investment
advisory, custodial, trust or other fiduciary account managed or advised by the
Manager or any affiliate. These sales may be made for investment purposes only,
and shares may be resold only to the Fund.
9
<PAGE>
VALUATION
Net asset value per Fund share is determined as of the close of trading on
the New York Stock Exchange, (usually 4:00 p.m. Eastern time), each day that the
New York Stock Exchange is open. The New York Stock Exchange is currently closed
on New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. The fair value of any restricted
securities held by the Fund will be determined by the Manager in accordance with
procedures approved by the Directors. This value generally will be determined as
the amount which the Fund could reasonably expect to receive from an orderly
disposition of these securities over a reasonable period of time.
Portfolio securities, including open short positions and options written,
are valued at the last sale price on the securities exchange or securities
market on which such securities primarily are traded. Securities traded on a
foreign exchange or over-the-counter market are valued at the last sales price
on the primary exchange or market on which they are traded. United Kingdom
securities for which there are not recent sales transactions are valued based on
quotations provided by primary market makers in such securities. Any securities
for which recent market quotations are not readily available, including
restricted securities, are valued at fair value as determined in accordance with
procedures approved by the Board of Directors. Short-term obligations with less
than sixty days remaining to maturity are generally valued at amortized cost.
Short-term obligations with more than sixty days remaining to maturity will be
valued at current market value until the sixtieth day prior to maturity, and
will then be valued on an amortized cost basis based on the value on such date
unless the Board determines that this amortized cost value does not represent
fair market value. Expenses and fees, including the investment management fee,
are accrued daily and taken into account for the purpose of determining the net
asset value of Fund shares.
Generally, trading in foreign securities, as well as US Government
securities, money market instruments and repurchase agreements, is substantially
completed each day at various times prior to the close of the NYSE. The values
of such securities used in computing the net asset value of the shares of the
Fund are determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the value of such securities and such exchange rates may occur between
the times at which they are determined and the close of the NYSE, which will not
be reflected in the computation of net asset value. If during such periods
events occur which materially affect the value of such securities, the
securities will be valued at their fair market value as determined in accordance
with procedures approved by the Board of Directors.
For purposes of determining the net asset value per share of the Fund, all
assets and liabilities initially expressed in foreign currencies will be
converted into US dollars at the mean between the bid and offer prices of such
currencies against US dollars quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a pricing service
that takes into account the quotes provided by a number of such major banks.
PERFORMANCE
The Fund may from time to time advertise its total return and average
annual total return in advertisements or in information furnished to present or
prospective shareholders. The amounts shall be computed by deducting the maximum
sales load of 4.75% of the public offering price, and assuming that all of the
dividends and distributions paid by the Fund over the relevant time period were
reinvested, and redemption at the end of the applicable periods. The average
total return will be calculated by calculating the annual rate required for the
initial payment to grow to the amount which would have been received upon
redemption (i.e., the average annual compounded rate of return).
GENERAL INFORMATION
Capital Stock. The Board of Directors is authorized to classify or reclassify
and issue any unissued Capital Stock of the Fund into any number of other
classes without further action by shareholders. The Investment Company Act of
1940 requires that where more than one class exists, each class must be
preferred over all other classes in respect of assets specifically allocated to
such class.
Custodian. Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City,
Missouri 64105 serves as custodian of the Fund. It also maintains, under the
general supervision of the Manager, the accounting records and determines the
net asset value for the Fund.
10
<PAGE>
Auditors. [ ], independent auditors, have been selected as auditors of the Fund.
Their address is Two World Financial Center, New York, New York 10281.
FINANCIAL STATEMENT
SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
August ____, 1995
ASSETS
Cash.......................................................... $_________
Deferred organization expenses (Note 1)....................... _________
Total Assets............................................. $_________
LIABILITIES _________
Organization expenses payable,
commitments and contingencies (Notes 1 and 2) _________
Net assets equivalent to $100,003 per share (applicable to
14,006 shares of Capital Stock, $.001 par value;
100,000,000 shares authorized).............................. _________
Total Liabilities........................................ $ 100,003
==========
Note 1. Organization
Seligman Small Company Technology Fund (the "Fund") is an open-end
diversified management investment company. The Fund had no operations other than
the sale and issuance of 14,006 shares of capital stock for $100,003 to Seligman
Holdings, Inc., an affiliate of the Fund's Manager on August XX, 1995. A portion
of the cash incurred and to be incurred in connection with the organization and
initial registration of the Fund will be paid by the Manager; however, the Fund
will reimburse the Manager for such costs. Organization expenses estimated at
_________________ will be deferred and amortized over a period of 60 months from
the date the Fund commences operations.
Note 2. Agreement
Under the Management Agreement, the Fund will pay J. & W. Seligman & Co.
Incorporated (the "Manager") a management fee for its services, calculated daily
and payable monthly, equal to 1.25% per annum of its average daily net assets.
Note 3. Taxes
The Fund intends to meet the requirements of the Internal Revenue Code of
1986, as amended, applicable to regulated investment companies and intends to
distribute substantially all of its taxable income. As such, the Fund will not
be subject to federal income or excise taxes.
11
<PAGE>
APPENDIX
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, Seligman played a major role
in the geographical expansion and industrial development of the United States.
Seligman:
.... Prior to 1900
o Helps finance America's fledgling railroads through underwriting.
o Is admitted to the New York Stock Exchange in 1869. Seligman remained a
member of the NYSE until 1993, when the evolution of its business made
it unnecessary.
o Becomes a prominent underwriter of corporate securities, including New
York Mutual Gas Light Company, later part of Consolidated Edison.
o Provides financial assistance to Mary Todd Lincoln and urges the Senate
to award her a pension.
o Is appointed U.S. Navy fiscal agent by President Grant.
o Plays a significant role in raising capital for America's industrial
and urban development.
...1900-1910
o Helps Congress finance the building of the Panama Canal.
...1910s
o Participates in raising billions for Great Britain, France and Italy,
helping finance World War I.
...1920s
o Participates in hundreds of underwritings including those for some of
the country's largest companies: Briggs Manufacturing, Dodge Brothers,
General Motors, Minneapolis-Honeywell Regulatory Company, Maytag
Company, United Artists Theater Circuit and Victor Talking Machine
Company.
o Forms Tri-Continental Corporation in 1929, today the nation's largest,
diversified closed-end equity investment company, with over $2 billion
in assets, and one of its oldest.
...1930s
o Assumes management of Broad Street Investing Co. Inc., its first mutual
fund, today known as Seligman Common Stock Fund.
o Establishes Investment Advisory Service.
...1940s
o Helps shape the Investment Company Act of 1940.
o Leads in the purchase and subsequent sale to the public of Newport News
Shipbuilding and Dry Dock Company, a prototype transaction for the
investment banking industry.
o Assumes management of National Investors Corporation, today Seligman
Growth Fund.
o Establishes Whitehall Fund, Inc., today Seligman Income Fund.
A-1
<PAGE>
...1950-1989
o Develops new open-end investment companies. Today, manages 44
investment company portfolios with combined assets of more than $9.8
billion.
o Helps pioneer state-specific, tax-exempt municipal bond funds, today
managing a national and 18 state-specific tax-exempt funds.
o Establishes J. & W. Seligman Trust Company, and J. & W. Seligman
Valuations Corporation.
o Establishes Seligman Portfolios, Inc., an investment vehicle offered
through variable annuity products.
...1990s
o Introduces Seligman Select Municipal Fund and Seligman Quality
Municipal Fund, two closed-end funds that invest in high-quality
municipal bonds.
o In 1991 establishes a joint venture with Henderson Administration Group
plc, of London, known as Seligman Henderson Co., to offer global
investment products.
o Introduces Seligman Frontier Fund, a small capitalization mutual fund.
o Launches Seligman Henderson Global Fund Series, which today offers
three separate series: Seligman Henderson International Fund, Seligman
Henderson Global Smaller Companies Fund and Seligman Henderson Global
Technology Fund.
A-2
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements and Schedules:
Part A None.
Part B None
(b) Exhibits: Exhibits marked with an asterisk (*) are incorporated
herein. All other Exhibits will be filed by amendment.
(1) Articles of Incorporation of Registrant.*
(2) By-laws of the Registrant.*
(4a) Specimen certificate of Capital Stock.
(4b) Additional rights of security holders are set forth in Article FIFTH and
SEVENTH of the Registrant's Articles of Incorporation and Articles I and
IV of Registrant's By-Laws.
(5) Management Agreement between Registrant and J. & W. Seligman & Co.
Incorporated.
(5a) Subadvisory Agreement between the Manager and Seligman Henderson Co.
(6) Distributing Agreement between Registrant and Seligman Financial
Services, Inc.
(6a) Sales Agreement between Seligman Financial Services, Inc. and Dealers.
(7) Directors Deferred Compensation Plan.
(7a) Retirement Income Plan of J. & W. Seligman & Co. Incorporated and Trust.
(7b) Employees' Thrift Plan of Seligman Data Corp. and Trust.
(8) Custodian Agreement between Registrant and Investors Fiduciary Trust
Company.
(10) Opinion and Consent of Counsel.
(11) Report and Consent of Independent Auditors.
(13) Purchase Agreement for Initial Capital between Registrant and J. & W.
Seligman & Co. Incorporated.
(14) Individual Retirement Account Trust and Related Documents.
(14a) Comprehensive Retirement Plans for Money Purchase and/or Prototype Profit
Sharing Plan.
(14b) Basic Business Retirement Plans for Money Purchase and/or Profit Sharing
Plans.
(14c) 403(b)(7) Custodial Account Plan.
(14d) Simplified Employee Pension Plan (SEP).
(14e) J. & W. Seligman & Co. Incorporated (SARSEP) Salary Reduction and Other
Elective Simplified Employee Pension-Individual Retirement Accounts
Contribution Agreement (Under Section 408(k) of the Internal Revenue
Code).
(15) Administration, Shareholder Services and Distribution Plan and form of
Agreement of Registrant.
(16) Schedule for Computation of each Performance Quotation provided in
Registration Statement to Item 22.*
(x) Powers of Attorney.
<PAGE>
PART C. OTHER INFORMATION (Cont'd)
Item 25. Persons Controlled by or Under Common Control with Registrant -
None.
Item 26. Number of Holders of Securities- As of June 15, 1995 there were
no record holders of the Registrant's Capital Stock.
Item 27. Indemnification - Section 2-418 of the Maryland General
Corporation Law gives Registrant the power to indemnify directors
and officers. Article VII of the Registrant's By-Laws and Article
TWELFTH of the Registrant's Articles of Incorporation provide that
the Registrant shall indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to any action,
suit or proceeding by reason of the fact that such person or such
person's testator or intestate is or was a director, officer or
employee of the Registrant or serves or served at the request of the
Registrant any other enterprise as a director, officer or employee,
provided that no such person shall be indemnified to the extent
liability results from misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such
person's office.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant for 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
Securities Act and will be governed by the final adjudication of
such issue.
The Registrant maintains or intends to obtain, subject to
availability and the determination of the directors as to the
reasonableness of insurance premiums from time to time, insurance
insuring its officers and directors against certain liabilities
incurred in their capacities as such, and insuring the Registrant
against any payments which it is obligated to make to such persons
under the foregoing indemnification provisions.
Item 28. Business and Other Connections of Investment Adviser - J. & W.
Seligman & Co. Incorporated, a Delaware corporation ("Manager"), is
the Registrant's investment manager. The Manager also serves as
investment manager to seventeen associated investment companies.
They are Seligman Capital Fund, Inc., Seligman Cash Management Fund,
Inc. Seligman Common Stock Fund, Inc., Seligman Communications and
Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman
Growth Fund, Inc., Seligman Henderson Global Fund Series, Inc.,
Seligman High Income Fund Series, Seligman Income Fund, Inc.,
Seligman New Jersey Tax-Exempt Fund, Inc., Seligman Pennsylvania
Tax-Exempt Fund Series, Seligman Portfolios, Inc., Seligman Quality
Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc.,
Seligman Tax-Exempt Series Trust, Seligman Select Municipal Fund,
Inc. and Tri-Continental Corporation.
Seligman Henderson Co., a New York general partnership
("Subadviser") also serves as subadviser to eight other associated
investment companies. They are Seligman Capital Fund, Inc. Seligman
Common Stock Fund, Inc., Seligman Communications and Information
Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson Global
Fund Series, Inc., Seligman Income Fund, Inc., the Global and Global
Smaller Companies Portfolios of Seligman Portfolios, Inc. and
Tri-Continental Corporation.
The Manager and Subadviser have investment advisory service
divisions which provide investment management or advice to private
clients. The list required by this Item 28 of officers and directors
of the Manager and the Subadviser, respectively, together with
information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to
Schedules A and D of Form ADV, filed by the Manager and the
Subadviser, respectively, pursuant to the Investment Advisers Act of
1940 (SEC File No. 801-5798 and SEC File No. 801-4067 both of which
were filed on March 30, 1995).
Item 29. Principal Underwriters
(a) The names of each investment company (other than the Registrant)
for which each principal underwriter currently distributing
securities of the Registrant also acts as a principal underwriter,
depositor or investment adviser follow:
Seligman Capital Fund, Inc.
Seligman Cash Management Fund, Inc.
Seligman Common Stock Fund, Inc.
Seligman Communications and Information Fund, Inc.
<PAGE>
PART C. OTHER INFORMATION (Cont'd)
Seligman Frontier Fund, Inc.
Seligman Growth Fund, Inc.
Seligman Henderson Global Fund Series, Inc.
Seligman High Income Fund Series
Seligman Income Fund, Inc.
Seligman New Jersey Tax-Exempt Fund, Inc.
Seligman Pennsylvania Tax-Exempt Fund Series
Seligman Portfolios, Inc.
Seligman Tax-Exempt Fund Series, Inc.
Seligman Tax-Exempt Series Trust
(b) Name of each director, officer or partner of each principal underwriter
named in the answer to Item 21:
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of July 1, 1995
(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
Fred E. Brown* Director Director
Michael J. Del Priore* Director None
William H. Hazen* Director None
Thomas G. Moles* Director None
David F. Stein* Director None
David Watts* Director None
Brian T. Zino* Director Director
Stephen J. Hodgdon* President None
Mark R. Gordon Senior Vice President, None
Director of Marketing
Gerald I. Cetrulo, III Senior Vice President of Sales None
140 West Parkway and Regional Sales Manager
Pompton Plains, NJ 07444
Brad Davis Regional Vice President None
241 110th Avenue SE
Bellevue, WA 98004
Jonathan G. Evans Regional Vice President None
222 Fairmont Way
Ft. Lauderdale, FL 33326
Susan Gutterud Regional Vice President None
820 Humboldt, #6
Denver, CO 80218
Bradley F. Hanson Senior Vice President of Sales None
9707 Xylon Court and Regional Sales Manager
Bloomington, MN 55438
Bradley W. Larson Senior Vice President of Sales None
367 Bryan Drive and Regional Sales Manager
Danville, CA 94526
Randy D. Lierman Regional Vice President None
2627 R.D. Mize Road
Independence, MO 64057
Judith L. Lyon Regional Vice President None
163 Haynes Bridge Rd, Ste. 205
Alpharetta, GA 30201
David Meyncke Regional Vice President None
4718 Orange Grove Way
Palm Harbor, FL 34684
</TABLE>
<PAGE>
PART C. OTHER INFORMATION (continued)
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of July 1, 1995
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
Herb W. Morgan Regional Vice President None
11308 Monticook Court
San Diego, CA 92127
Melinda Nawn Regional Vice President None
5850 Squire Hill Court
Cincinnati, OH 45241
Robert H. Ruhm Regional Vice President None
167 Derby Street
Melrose, MA 02176
Diane Snowden Regional Vice President None
11 Thackery Lane
Cherry Hill, NJ 08003
Bruce Tuckey Regional Vice President None
23477 Haggerty Road
Building No. 7
Novi, MI 48375
D. Ian Valentine Senior Vice President of Sales None
307 Braehead Drive and Regional Sales Manager
Fredericksburg, VA 22401
Andrew Veasey Regional Vice President None
40 Goshawk Court
Voorhees, NJ 08043
Todd Volkman Regional Vice President None
4650 Cole Avenue, #216
Dallas, TX 75205
Kelli A. Dumser Regional Vice President None
8618 Hornwood Court
Charlotte, NC 28215
James R. Besher Regional Vice President None
1400 Margaux Lane
Town & Country, MO 63017
Lawrence P. Vogel* Senior Vice President - Finance Vice President
Helen Simon* Vice President None
Marsha E. Jacoby* Vice President, National Accounts None
Manager
Vito Graziano* Assistant Secretary Assistant Secretary
William W. Johnson* Vice President, Order Desk None
Frank P. Marino* Assistant Vice President, Mutual
Fund Product Manager None
Aurelia Lacsamana* Treasurer None
Frank J. Nasta* Secretary Secretary
</TABLE>
* The principal business address of each of these directors and/or officers is
100 Park Avenue, NY, NY 10017.
(c) Not applicable.
Item 30. Location of Accounts and Records
Custodian: Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105 and
Seligman Small Company Technology Fund, Inc.
100 Park Avenue
New York, NY 10017
<PAGE>
Item 31. Management Services - Seligman Data Corp. ("SDC") will act as the
Registrant's shareholder service agent, in accordance with an
agreement with The Shareholder Service Group ("TSSG") pursuant to
which TSSG provides a data processing system for certain shareholder
accounting and recordkeeping functions performed by SDC.
Item 32. Undertakings - The Registrant undertakes to file a post-effective
amendment with financial statements within four to six months of the
effective date of this Registration Statement under the Securities
Act of 1933.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant has duly caused this 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 18th day of July,
1995.
SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC.
By: /s/ William C. Morris
----------------------------
William C. Morris, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 18, 1995.
Signature Title
/s/ William C. Morris Chairman of the Board
- ----------------------------- (Principal executive
William C. Morris officer) and Director
/s/ Brian T. Zino
- ----------------------------- Director
Brian T. Zino
/s/ Thomas G. Rose
- ----------------------------- Treasurer
Thomas G. Rose
<PAGE>
ARTICLES OF INCORPORATION
of
SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC.
FIRST: I, the subscriber, Mark Diffenbaugh, whose post office
address is 32 South Street, Baltimore, Maryland 21202, being more than 18 years
of age, do, under and by virtue of the General Laws of the State of Maryland
authorizing the formation of corporations, form a corporation.
SECOND: Name. The name of the corporation (which is hereinafter
called the "Corporation") is
Seligman Small Company Technology Fund, Inc.
THIRD: Purposes and Powers. The purposes for which the Corporation
is formed and the business or objects to be carried on or promoted by it are to
engage in the business of an investment company, and in connection therewith, to
hold part or all of its funds in cash, to acquire by purchase, subscription,
contract, exchange or otherwise, and to own, hold for investment, resale or
otherwise, sell, assign, negotiate, exchange, transfer or otherwise dispose of,
or turn to account or realize upon, and generally to deal in and with, all forms
of stocks, bonds, debentures, notes, evidences of interest, evidences of
indebtedness, warrants, certificates of deposit, bankers' acceptances,
repurchase agreements, options on securities and other securities, commodity
futures contracts and options thereon, irrespective of their form, the name by
which they may be described, or the character or form of the entities by which
they are issued or created (hereinafter sometimes called "Securities"), and to
make payment therefor by any lawful means; to exercise any and all rights,
powers and privileges of individual ownership or interest in respect of any and
all such Securities, including the right to vote thereon and to consent and
otherwise act with respect thereto; to do any and all acts and things for the
preservation, protection, improvement and enhancement in value of any and all
such Securities; to acquire or become interested in any such Securities as
aforesaid, irrespective of whether or not such Securities be fully paid or
subject to further payments, and to make payments thereon as called for or in
advance of calls or otherwise;
And, in general, to do any or all such other things in connection
with the objects and purposes of the Corporation hereinbefore set forth, as are,
in the opinion of the Board of Directors of the Corporation, necessary,
incidental, relative or conducive to the attainment of such objects and
purposes; and to do such acts and things; and to exercise any and all such
powers to the same extent authorized or permitted to a Corporation under any
laws that may be now or hereafter applicable or available to the Corporation.
In addition, the Corporation may issue, sell, acquire through
purchase, exchange, or otherwise hold, dispose of, resell, transfer, reissue or
cancel shares of its capital stock in any manner and to the extent now or
hereafter permitted by the laws of Maryland and by these Articles of
Incorporation.
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The foregoing matters shall each be construed as purposes, objects
and powers, and none of such matters shall be in any wise limited by reference
to, or inference from, any other of such matters or any other Article of these
Articles of Incorporation, but shall be regarded as independent purposes,
objects and powers and the enumeration of specific purposes, objects and powers
shall not be construed to limit or restrict in any manner the meaning of general
terms or the general powers of the Corporation now or hereafter conferred by the
laws of the State of Maryland, nor shall the expression of one thing be deemed
to exclude another, although it be of like nature, not expressed.
Nothing herein contained shall be construed as giving the
Corporation any rights, powers or privileges not permitted to it by law.
FOURTH: Principal Office. The post office address of the principal
office of the Corporation in this State is The Corporation Trust Incorporated,
32 South Street, Baltimore, Maryland 21202. The resident agent of the
Corporation is The Corporation Trust Incorporated, the post office address of
which is 32 South Street, Baltimore, Maryland 21202. Said resident agent is a
Corporation of the State of Maryland.
FIFTH: Capital Stock.
A. The total number of shares of stock which the Corporation has
authority to issue is 100 million shares of common stock ("Shares") of the par
value of $0.001 each, having an aggregate par value of $100,000. The Shares
shall initially constitute one series consisting of 100 million shares (such
series, together with any further series of Shares from time to time created by
the Board of Directors, being herein referred to as a "Series"). The Board of
Directors of the Corporation shall have the power and authority to further
classify or reclassify any unissued shares from time to time by setting or
changing the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of such unissued Shares. Upon the creation of any
further Series, the Board of Directors shall, for purposes of identification,
also have the power and authority to designate a name for the existing Series
that includes issued Shares of Common Stock.
B. A description of the relative preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of all Series of Shares is as follows,
unless otherwise set forth in Articles Supplementary filed with the Maryland
State Department of Assessments and Taxation describing any further Series from
time to time created by the Board of Directors:
1. Assets Belonging to Series. All consideration received by the
Corporation for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
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proceeds in whatever form the same may be, shall irrevocably belong to
that Series for all purposes, subject only to the rights of creditors, and
shall be so recorded upon the books of the account of the Corporation.
Such consideration, assets, income, earnings, profits and proceeds,
including any proceeds derived from the sale, exchange or liquidation of
such assets, and any funds or payments derived from any reinvestment of
such proceeds, in whatever form the same may be, together with any General
Items (as hereinafter defined) allocated to that Series as provided in the
following sentence, are herein referred to as "assets belonging to" that
Series. In the event that there are any assets, income, earnings, profits
or proceeds thereof, funds or payments which are not readily identifiable
as belonging to any particular Series (collectively "General Items"), the
Board of Directors shall allocate such General Items to and among any one
or more of the Series created from time to time in such manner and on such
basis as it, in its sole discretion, deems fair and equitable; and any
General Items so allocated to a particular Series shall belong to that
Series. Each such allocation by the Board of Directors shall be conclusive
and binding upon the stockholders of all Series for all purposes.
2. Liabilities Belonging to Series. The assets belonging to each
particular Series shall be charged with the liabilities of the Corporation
in respect of that Series and with all expenses, costs, charges and
reserves attributable to that Series, and shall be so recorded upon the
books of account of the Corporation. Such liabilities, expenses, costs,
charges and reserves, together with any General Items (as hereinafter
defined) allocated to that Series as provided in the following sentence,
so charged to that Series are herein referred to as "liabilities belonging
to" that Series. In the event there are any general liabilities, expenses,
costs, charges or reserves of the Corporation which are not readily
identifiable as belonging to any particular Series (collectively "General
Items"), the Board of Directors shall allocate and charge such General
Items to and among any one or more of the Series created from time to time
in such manner and on such basis as the Board of Directors in its sole
discretion deems fair and equitable; and any General Items so allocated
and charged to a particular Series shall belong to that Series. Each such
allocation by the Board of Directors shall be conclusive and binding upon
the stockholders of all Series for all purposes.
3. Dividends. Dividends and distributions on Shares of a particular
Series may be paid to the holders of Shares of that Series at such times,
in such manner and from such of the income and capital gains, accrued or
realized, from the assets belonging to that Series, after providing for
actual and accrued liabilities belonging to that Series, as the Board of
Directors may determine.
4. Liquidation. In event of the liquidation or dissolution of the
Corporation, the stockholders of each Series that has been created shall
be entitled to receive, as a Series, when and as declared by the Board of
Directors, the excess of the assets belonging to that Series over the
liabilities belonging to that Series. The assets so distributable to the
stockholders of any particular Series shall be distributed among such
stockholders in proportion to the number of Shares of that Series held by
them and recorded on the books of the Corporation.
5. Voting. On each matter submitted to vote of the stockholders,
each holder of a Share shall be entitled to one vote for each such Share
standing in his name on the books of the Corporation irrespective of the
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Series thereof and all Shares of all Series shall vote as a single class
("Single Series Voting"); provided, however, that (a) as to any matter
with respect to which a separate vote of any Series is required by the
Investment Company Act of 1940, as amended (the "Investment Company Act")
or would be required under the Maryland General Corporation Law, such
requirements as to a separate vote by that Series shall apply in lieu of
Single Series Voting as described above; (b) in the event that the
separate vote requirements referred to in (a) above apply with respect to
one or more Series, then, subject to (c) below, the Shares of all other
Series shall vote as a single class; and (c) as to any matter which does
not affect the interest of a particular Series, only the holders of Shares
of the one or more affected Series shall be entitled to vote.
6. Equality. All Shares of each particular Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share of
any particular Series shall be equal to each other Share of that Series;
but the provisions of this sentence shall not restrict any distinctions
permissible under these Articles of Incorporation, including any such
distinctions (i) that may exist with respect to stockholder elections to
receive dividends or distributions in cash or Shares of the same Series or
(ii) that may otherwise exist with respect to dividends and distributions
on Shares of the same Series.
C. No holder of Shares shall be entitled as such, as a matter of
right, to purchase or subscribe for any part of any new or additional issue of
Shares or securities of the Corporation.
All Shares now or hereafter authorized, and of any Series, shall be
"subject to redemption" and "redeemable", in the sense used in the General Laws
of the State of Maryland authorizing the formation of corporations, at the
redemption or repurchase price for Shares of that Series, determined in the
manner set out in these Articles of Incorporation or in any amendment thereto.
In the absence of any contrary specification as to the purpose for which Shares
are repurchased by it, all Shares so repurchased shall be deemed to be "acquired
for retirement" in the sense contemplated by the laws of the State of Maryland.
Shares retired by repurchase or retired by redemption shall thereafter have the
status of authorized but unissued Shares of the Corporation.
All persons who shall acquire Shares shall acquire the same subject
to the provisions of these Articles of Incorporation.
SIXTH: Directors. The initial number of directors of the Corporation
shall be two, and the names of those who shall act as such until the first
annual meeting and until their successors are elected and qualified are as
follows: William C. Morris and Brian T. Zino. The number of directors may be
changed from time to time in such lawful manner as the By-Laws of the
Corporation shall provide. Unless otherwise provided by the By-Laws of the
Corporation, the directors of the Corporation need not be stockholders.
SEVENTH: Provisions for Defining, Limiting and Regulating the Powers
of the Corporation, Directors and Stockholders.
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<PAGE>
A. Board of Directors. The Board of Directors shall have the general
management and control of the business and property of the Corporation, and may
exercise all the powers of the Corporation, except such as are by statute or by
these Articles of Incorporation or by the By-Laws conferred upon or reserved to
the stockholders. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is hereby empowered:
1. To authorize the issuance and sale, from time to time, of Shares
of any Series whether for cash at not less than the par value thereof or
for such other consideration as the Board of Directors may deem advisable,
in the manner and to the extent now or hereafter permitted by the laws of
Maryland; provided, however, the consideration (or the value thereof as
determined by the Board of Directors) per Share to be received by the
Corporation upon the sale of Shares of any Series (including treasury
Shares) shall not be less than the net asset value (determined as provided
in Article NINTH hereof) per Share of that Series outstanding at the time
(determined by the Board of Directors) as of which the computation of such
net asset value shall be made.
2. To authorize the execution and performance by the Corporation of
an agreement or agreements, which may be exclusive contracts, with
Seligman Financial Services, Inc., a Delaware corporation, or any other
person, as distributor, providing for the distribution of Shares of any
Series.
3. To specify, in instances in which it may be desirable, that
Shares of any Series repurchased by the Corporation are not acquired for
retirement and to specify the purposes for which such Shares are
repurchased.
4. To authorize the execution and performance by the Corporation of
an agreement or agreements with J. & W. Seligman & Co. Incorporated, a
Delaware corporation, or any successor to the corporation providing for
the investment and other operations of the Corporation.
The Corporation may in its By-Laws confer powers on the Board of
Directors in addition to the powers expressly conferred by statute.
B. Quorum; Adjournment; Majority Vote. The presence in person or by
proxy of the holders of one-third of the Shares of all Series issued and
outstanding and entitled to vote thereat shall constitute a quorum for the
transaction of any business at all meetings of the shareholders except as
otherwise provided by law or in these Articles of Incorporation and except that
where the holders of Shares of any Series are entitled to a separate vote as a
Series (a "Separate Series") or where the holders of Shares of two or more (but
not all) Series are required to vote as a single Series (a "Combined Series"),
the presence in person or by proxy of the holders of one-third of the Shares of
that Separate Series or Combined Series, as the case may be, issued and
outstanding and entitled to vote thereat shall constitute a quorum for such
vote. If, however, a quorum with respect to all Series, a Separate Series or a
Combined Series, as the case may be, shall not be present or represented at any
meeting of the shareholders, the holders of a majority of the Shares of all
Series, such Separate Series or such Combined Series, as the case may be,
present in person or by proxy and entitled to vote shall have power to adjourn
the meeting from time to time as to all Series, such Separate Series or such
Combined Series, as the case may be, without notice other than announcement at
the meeting, until the requisite number of Shares entitled to vote at such
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<PAGE>
meeting shall be present. At such adjourned meeting at which the requisite
number of Shares entitled to vote thereat shall be represented any business may
be transacted which might have been transacted at the meeting as originally
notified. The absence from any meeting of stockholders of the number of Shares
in excess of one-third of the Shares of all Series or of the affected Series, as
the case may be, which may be required by the laws of the State of Maryland, the
Investment Company Act or any other applicable law, these Articles of
Incorporation, for action upon any given matter shall not prevent action of such
meeting upon any other matter or matters which may properly come before the
meeting, if there shall be present thereat, in person or by proxy, holders of
the number of Shares required for action in respect of such other matter or
matters. Notwithstanding any provision of law requiring any action to be taken
or authorized by the holders of a greater proportion than a majority of the
Shares of all Series or of the Shares of a particular Series, as the case may
be, entitled to vote thereon, such action shall be valid and effective if taken
or authorized by the affirmative vote of the holders of a majority of the Shares
of all Series or of such Series, as the case may be, outstanding and entitled to
vote thereon.
EIGHTH: Redemptions and Repurchases.
A. The Corporation shall under some circumstances redeem, and may
under other circumstances redeem or repurchase, Shares as follows:
1. Obligation of the Corporation to Redeem Shares. Each holder of
Shares of any Series shall be entitled at his option to require the
Corporation to redeem all or any part of the Shares of that Series owned
by such holder, upon request to the Corporation or its designated agent
and upon surrender of the certificate or certificates for such Shares or
presentation of such other evidence of ownership as shall be specified by
the Board of Directors, for the proportionate interest per Share in the
assets of the Corporation belonging to that Series, or the cash equivalent
thereof (being the net asset value per Share of that Series determined as
provided in Article NINTH hereof less the amount of any applicable
contingent deferred sales load payable on such redemption), subject to and
in accordance with the provisions of paragraph B of this Article.
2. Right of the Corporation to Redeem Shares. In addition the Board
of Directors may, from time to time in its discretion, authorize the
Corporation to require the redemption of all or any part of the
outstanding Shares of any Series, for the proportionate interest per Share
in the assets of the Corporation belonging to that Series, or the cash
equivalent thereof (being the net asset value per Share of that Series
determined as provided in Article NINTH hereof), subject to and in
accordance with the provisions of paragraph B of this Article, upon the
sending of written notice thereof to each stockholder any of whose Shares
are so redeemed and upon such terms and conditions as the Board of
Directors shall deem advisable.
3. Right of the Corporation to Repurchase Shares. In addition the
Board of Directors may, from time to time in its discretion, authorize the
officers of the Corporation to repurchase Shares of any Series, either
directly or through an agent, subject to and in accordance with the
provisions of paragraph B of this Article. The price to be paid by the
Corporation upon any such repurchase shall be determined, in the
discretion of the Board of Directors, in accordance with any provision of
the Investment Company Act or any rule or regulation thereunder, including
any rule or regulation made or adopted pursuant to Section 22 of the
Investment Company Act by the Securities and Exchange Commission or any
securities association registered under the Securities and Exchange Act of
1934.
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B. The following provisions shall be applicable with respect to
redemptions and repurchases of Shares of any Series pursuant to paragraph A
hereof:
1. The time as of which the net asset value per Share of a
particular Series applicable to any redemption pursuant to subparagraph
A.1. or A.2. of this Article shall be computed shall be such time as may
be determined by or pursuant to the direction of the Board of Directors.
2. Certificates for Shares of any Series to be redeemed or
repurchased shall be surrendered in proper form for transfer, together
with such proof of the authenticity of signatures as may be required by
resolution of the Board of Directors.
3. Payment of the redemption or repurchase price by the Corporation
or its designated agent shall be made in cash within seven days (or such
other period as the Board of Directors may establish) after the time used
for determination of the redemption or repurchase price, but in no event
prior to delivery to the Corporation or its designated agent of the
certificate or certificates for the Shares of the particular Series so
redeemed or repurchased, or of such other evidence of ownership as shall
be specified by the Board of Directors; except that any payment may be
made in whole or in part in Securities or other assets of the Corporation
belonging to that Series if, in the event of the closing of the New York
Stock Exchange or the happening of any event at any time prior to actual
payment which makes the liquidation of Securities in orderly fashion
impractical or impossible, the Board of Directors shall determine that
payment in cash would be prejudicial to the best interests of the
remaining stockholders of that Series. In making any such payment in whole
or in part in Securities or other assets of the Corporation belonging to
that Series, the Corporation shall, as nearly as may be practicable,
deliver Securities or other assets of a gross value (determined in the
manner provided in Article NINTH hereof) representing the same
proportionate interest in the Securities and other assets of the
Corporation belonging to that Series as is represented by the Shares of
that Series so to be paid for. Delivery of the Securities included in any
such payment shall be made as promptly as any necessary transfers on the
books of the several corporations whose Securities are to be delivered may
be made.
4. The right of the holder of Shares of any Series redeemed or
repurchased by the Corporation as provided in this Article to receive
dividends thereon and all other rights of such holder with respect to such
Shares shall forthwith cease and terminate from and after the time as of
which the redemption or repurchase price of such Shares has been
determined (except the right of such holder to receive (a) the redemption
or repurchase price of such Shares from the Corporation or its designated
agent, in cash and/or in Securities or other assets of the Corporation
belonging to that Series, and (b) any dividend to which such holder had
previously become entitled as the record holder of such Shares on the
record date for such dividend, and, with respect to Shares otherwise
entitled to vote, except the right of such holder to vote at a meeting of
stockholders such Shares owned of record by him on the record date for
such meeting).
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NINTH: Determination of Net Asset Value. For the purposes referred
to in Articles SEVENTH and EIGHTH hereof the net asset value per Share of any
Series shall be determined by or pursuant to the direction of the Board of
Directors in accordance with the following provisions:
A. Such net asset value per Share of a particular Series on any day
shall be computed as follows:
The net asset value per Share of that Series shall be the quotient
obtained by dividing the "net value of the assets" of the Corporation
belonging to that Series by the total number of Shares of that Series at
the time deemed to be outstanding (including Shares sold whether paid for
and issued or not, and excluding Shares redeemed or repurchased on the
basis of previously determined values, whether paid for, received and held
in treasury, or not).
The "net value of the assets" of the Corporation belonging to a
particular Series shall be the "gross value" of the assets belonging to
that Series after deducting the amount of all expenses incurred and
accrued and unpaid belonging to that Series, such reserves belonging to
that Series as may be set up to cover taxes and any other liabilities, and
such other deductions belonging to that Series as in the opinion of the
officers of the Corporation are in accordance with accepted accounting
practice.
The "gross value" of the assets belonging to a particular Series
shall be the amount of all cash and receivables and the market value of
all Securities and other assets held by the Corporation and belonging to
that Series at the time as of which the determination is made. Securities
held shall be valued at market value or, in the absence of readily
available market quotations, at fair value, both as determined pursuant to
methods approved by the Board of Directors and in accordance with
applicable statutes and regulations.
B. The Board of Directors is empowered, in its absolute discretion,
to establish other methods for determining such net asset value whenever such
other methods are deemed by it to be necessary or desirable and are consistent
with the provisions of the Investment Company Act and the rules and regulations
thereunder.
TENTH: Determination Binding. Any determination made by or pursuant
to the direction of the Board of Directors in good faith, and so far as
accounting matters are involved in accordance with accepted accounting practice,
as to the amount of the assets, obligations or liabilities of the Corporation
belonging to any Series, as to the amount of the net income of the Corporation
belonging to any Series for any period or amounts that are any time legally
available for the payment of dividends of shares of any Series, as to the amount
of any reserves or charges set up with respect to any Series and the propriety
thereof, as to the time of or purpose for creating any reserves or charges with
respect to any Series, as to the use, alteration or cancellation of any reserves
or charges with respect to any Series (whether or not any obligation or
liability for which such reserves or charges shall have been created or shall
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have been paid or discharged or shall be then or thereafter required to be paid
or discharged), as to the price or closing bid or asked price of any Security
owned or held by the Corporation and belonging to any Series, as to the market
value of any Security or fair value of any other asset owned by the Corporation
and belonging to any Series, as to the number of Shares of any Series
outstanding or deemed to be outstanding, as to the impracticability or
impossibility of liquidating Securities in orderly fashion, as to the extent to
which it is practicable to deliver the proportionate interest in the Securities
and other assets of the Corporation belonging to any Series represented by any
Shares belonging to any Series redeemed or repurchased in payment for any such
Shares, as to the method of payment for any such Shares redeemed or repurchased,
or as to any other matters relating to the issue, sale, redemption, repurchase,
and/or other acquisition or disposition of Securities or Shares of the
Corporation shall be final and conclusive and shall be binding upon the
Corporation and all holders of Shares of all Series past, present and future,
and Shares of all Series are issued and sold on the condition and understanding
that any and all such determinations shall be binding as aforesaid. No provision
of these Articles of Incorporation shall be effective to (a) bind any person to
waive compliance with any provision of the Securities Act of 1933 or the
Investment Company Act or of any valid rule, regulation or order of the
Securities and Exchange Commission thereunder, or (b) protect or purport to
protect any director or officer of the Corporation against any liability to the
Corporation or its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.
ELEVENTH: Liabilities of Director or Officer. A director or officer
of the Corporation shall not be liable to the Corporation or its shareholders
for monetary damages for breach of fiduciary duty as a Director or Officer,
except to the extent such exemption from liability or limitation thereof is not
permitted by law (including the Investment Company Act as currently in effect or
as the same may hereafter be amended).
No amendment, modification or repeal of this Article ELEVENTH shall
adversely affect any right or protection of a Director or Officer that exists at
the time of such amendment, modification or repeal.
TWELFTH: Indemnification of Directors, Officers and Employees. The
Corporation shall indemnify to the fullest extent permitted by law (including
the Investment Company Act as currently in effect or as the same may hereafter
be amended) any person made or threatened to be made a party to any action, suit
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or such person's testator or intestate is or
was a Director, Officer or employee of the Corporation or serves or served at
the request of the Corporation any other enterprise as a Director, Officer or
employee. To the fullest extent permitted by law (including the Investment
Company Act as currently in effect or as the same may hereafter be amended),
expenses incurred by any such person in defending any such action, suit or
proceeding shall be paid or reimbursed by the Corporation promptly upon receipt
by it of an undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation. The rights provided to any person by this Article shall be
enforceable against the Corporation by such person who shall be presumed to have
relied upon it in serving or continuing to serve as a Director, Officer or
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employee as provided above. No amendment of this Article TWELFTH shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment. For purposes of this Article TWELFTH, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
Director, Officer or employee of the Corporation which imposes duties on, or
involves services by, such Director, Officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to any employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
THIRTEENTH: Amendments. The Corporation reserves the right to take
any lawful action and to make any amendment of these Articles of Incorporation,
including the right to make any amendment which changes the terms of any Shares
of any Series now or hereafter authorized by classification, reclassification,
or otherwise, and to make any amendment authorizing any sale, lease, exchange or
transfer of the property and assets of the Corporation or belonging to any
Series as an entirety, or substantially as an entirety, with or without its good
will and franchise, if a majority of all the Shares of all Series or of the
affected Series, as the case may be, at the time issued and outstanding and
entitled to vote, vote in favor of any such action or amendment, or consent
thereto in writing, and reserves the right to make any amendment of these
Articles of Incorporation in any form, manner or substance now or hereafter
authorized or permitted by law.
I acknowledge this document to be my act, and state under penalties
of perjury that with respect to all matters and facts therein, to the best of my
knowledge, information and belief such matters and facts are true in all
material respects.
Date: July 11, 1995 By: /s/ Mark Diffenbaugh
-----------------------------
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SELIGMAN SMALL COMPANY TECHNOLOGY FUND, INC.
By-Laws
ARTICLE I
Shareholders
Section 1. Place of Meeting. All meetings of the Shareholders
shall be held at the principal office of the Corporation in the City of
Baltimore or at such other place within the United States as may from time to
time be designated by the Directors and stated in the notice of such meeting.
Section 2. Annual Meetings. The annual meeting of the
shareholders of the Corporation shall be held during the 31-day period
commencing May 1 of each year on such day and at such hour as may from time to
time be designated by the Board of Directors and stated in the notice of such
meeting, for the transaction of such business as may properly be brought before
the meeting; provided, however, that an annual meeting of shareholders shall not
be required to be held in any year in which none of the following is required to
be acted on by shareholders pursuant to the Investment Company Act of 1940:
election of directors; approval of the investment advisory agreement;
ratification of the selection of independent public accountants and approval of
a distribution agreement.
Section 3. Special Meetings. Special meetings of the
Shareholders for any purpose or purposes may be called by the Chairman of the
Board, the President, a majority of the Directors or a majority of the Executive
Committee, and shall be called by the Secretary upon receipt of the request in
writing signed by Shareholders holding not less than twenty-five percent (25%)
of the Shares issued and outstanding and entitled to vote thereat. Such request
shall state the purpose or purposes of the proposed meeting. The Secretary shall
inform such Shareholders of the reasonably estimated costs of preparing and
mailing such notice of meeting and upon payment to the Corporation of such
costs, the Secretary shall give notice stating the purpose of purposes of the
meeting as required in this Article and By-Laws to all Shareholders entitled to
notice of such meeting. No special meeting need be called upon the request of
the holders of Shares entitled to cast less than a majority of all votes
entitled to be cast at such meeting to consider any matter which is
substantially the same as a matter voted upon at any special meeting of
Shareholders held during the preceding twelve months.
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Section 4. Notice of Meetings. Not less than ten days' or more
than ninety days' written or printed notice of every meeting of Shareholders,
stating the time and place thereof (and the general nature of the business
proposed to be transacted at any special meeting), shall be given to each
Shareholder entitled to vote thereat by leaving the same with him or at his
residence or usual place of business or by mailing it, postage prepaid, and
addressed to him at his address as it appears upon the books of the Corporation.
If mailed, notice shall be deemed to be given when deposited in the United
States mail addressed to the Shareholder as aforesaid.
No notice of the time, place or purpose of any meeting of
Shareholders need be given to any Shareholder who attends in person or by proxy
or to any Shareholder who executes a written waiver of such notice, either
before or after the meeting is held, and which notice is filed with the records
of the meeting.
Section 5. Record Dates. The Directors may fix, in advance, a
date not more than ninety (90) or less than ten (10) days preceding the date of
any meeting of Shareholders as a record date for the determination of the
Shareholders entitled to notice of and to vote at such meeting; and only
Shareholders of record on such date shall be entitled to notice of and to vote
at such meeting.
Section 6. Quorum and Adjournment of Meetings. The presence in
person or by proxy of the holders of record of a majority of the Shares of the
Corporation issued and outstanding and entitled to vote thereat shall constitute
a quorum at all meetings of the Shareholders except as otherwise provided in the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the Shareholders, the holders of a majority of the
Shares present in person or by proxy shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
the requisite amount of Shares entitled to vote at such meeting shall be
present. At such adjourned meeting at which the requisite amount of Shares
entitled to vote thereat shall be represented any business may be transacted
which might have been transacted at the meeting as originally notified.
Section 7. Voting and Inspectors. At all meetings,
Shareholders of record entitled to vote thereat shall have one vote for each
Share standing in his name on the books of the Corporation (and such
Shareholders of record holding fractional shares, if any, shall have
proportionate voting rights) on the date of the determination of Shareholders
entitled to vote at such meeting, either in person or by proxy appointed by
instrument in writing subscribed by such Shareholder or his duly authorized
attorney. No proxy shall be valid eleven months after its date. Pursuant to a
resolution of a majority of the Directors, proxies may be solicited in the name
of one or more Directors or officers of the Corporation.
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All elections shall be had and all questions decided by a
majority of the votes cast at a duly constituted meeting, except as otherwise
provided by statute or by the Articles of Incorporation or by these By-Laws.
At any election of Directors, the Chairman of the meeting may,
and upon the request of the holders of ten percent (10%) of the Shares entitled
to vote at such election shall, appoint two inspectors of election who shall
first subscribe an oath or affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and according to the best
of their ability, and shall after the election make a certificate of the result
of the vote taken. No candidate for the office of Director shall be appointed
such inspector.
Section 8. Conduct of Meetings. Every meeting of the
Shareholders shall be presided over by the Chairman, or if he is not present, by
the President, or if none of them is present, by a Chairman to be elected at the
meeting. The Secretary of the Corporation, if present, shall act as a Secretary
of such meeting, or if he is not present, an Assistant Secretary shall so act;
if neither the Secretary nor any Assistant Secretary is present, then the
meeting shall elect its Secretary.
Section 9. Concerning Validity of Proxies, Ballots, etc. At
every meeting of the Shareholders, all proxies shall be required and taken in
charge of and all ballots shall be required and canvassed by the Secretary of
the meeting, who shall decide all questions touching the qualification of
voters, the validity of the proxies and the acceptance or rejection of votes,
unless inspectors of election shall have been appointed by the Chairman of the
meeting, in which event such inspectors of election shall decide all such
questions.
Section 10. Action Without Meetings. Except as otherwise
provided by law, the provisions of these By-Laws relating to notices and
meetings to the contrary notwithstanding, any action required or permitted to be
taken at any meeting of Shareholders may be taken without a meeting if a
majority of the Shareholders entitled to vote upon the action consent to the
action in writing and such consents are filed with the records of the
Corporation. Such consent shall be treated for all purposes as a vote taken at a
meeting of Shareholders.
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ARTICLE II
Directors
Section 1. Number and Tenure of Office. The property of the
Corporation shall be controlled by and the business and affairs of the
Corporation shall be conducted and managed by not less than two or more than
twenty Directors, as may be fixed from time to time by vote of a majority of the
Directors then in office. Directors need not be Shareholders. The tenure of
office of each Director shall be set by resolution of the Directors, except that
any Director may resign his office or be removed from office for cause pursuant
to the provisions of the Articles of Incorporation.
Section 2. Vacancies. In the case of any vacancy or vacancies
in the office of Director through death, resignation or other cause, other than
an increase in the number of Directors, a majority of the remaining Directors,
although a majority is less than a quorum, by an affirmative vote, or the sole
remaining Director, may elect a successor or successors, as the case may be, to
hold office.
Section 3. Increase or Decrease in Number of Directors. The
Directors, by the vote of a majority of all the Directors then in office, may
increase the number of Directors and may elect Directors to fill the vacancies
created by any such increase in the number of Directors. The Directors, by the
vote of a majority of all the Directors then in office, may likewise decrease
the number of Directors to a number not less than two.
Section 4. Place of Meeting. The Directors may hold their
meetings, have one or more offices, and keep the books of the Corporation,
outside the State of Maryland, at any office or offices of the Corporation or at
any other place as they may from time to time by resolution determine, or in the
case of meetings, as they may from time to time by resolution determine or as
shall be specified or fixed in the respective notices or waivers of notice
thereof.
Section 5. Regular Meetings. Regular meetings of the Directors
shall be held at such time and on such notice as the Directors may from time to
time determine.
Section 6. Special Meetings. Special meetings of the Directors
may be held from time to time upon call of the Chairman, the Secretary or two or
more of the Directors, by oral or telegraphic or written notice duly served on
or sent or mailed to each Director not less than one day before such meeting. No
notice of any special meeting need be given to any Director who attends in
person or to any Director who executes a written waiver of such notice, either
before or after the meeting is held, and which notice is filed with the records
of the meeting. Such notice or waiver of notice need not state the purpose or
purposes of such meeting.
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Section 7. Quorum. One-third of the Directors then in office
shall constitute a quorum for the transaction of business, provided that a
quorum shall in no case be less than two Directors. If at any meeting of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum shall have been
obtained. The act of the majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Directors, except as otherwise
specifically provided by statute or by the Articles of Incorporation or by these
By-Laws.
Section 8. Committees. The Directors, by the majority vote of
all the Directors then in office, may appoint from the Directors committees
which shall in each case consist of such number of Directors (not less than two)
and shall have and may exercise such powers as the Directors may determine in
the resolution appointing them. A majority of all the members of any such
committee may determine its action and fix the time and place of its meetings,
unless the Directors shall otherwise provide. The Directors shall have power at
any time to change the members and powers of any such committee, to fill
vacancies and to discharge any such committee.
Section 9. Telephone Meetings. Directors or a committee of the
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.
Section 10. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Directors or any committee thereof
may be taken without a meeting, if a written consent to such action is signed by
all the Directors then in office or all members of such committee, as the case
may be, and such written consent is filed with the minutes of the proceedings of
the Directors or committee.
Section 11. Compensation. No director shall receive any stated
salary or fees from the Corporation for his services as such if such Director
is, otherwise than by reason of being such Director, an interested person (as
such term is defined by the Investment Company Act of 1940) of the Corporation
or of its investment adviser or principal underwriter. Except as provided in the
preceding sentence, Directors shall be entitled to receive such compensation
from the Corporation for their services as may from time to time be voted by the
Directors.
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ARTICLE III
Offices
Section 1. Executive Officers. The executive officers of the
Corporation shall be chosen by the Directors. These shall include a Chairman
(who shall be a Director), a President, one or more Vice-Presidents (the number
thereof to be determined by the Directors), a Secretary and a Treasurer. The
Directors may also in their discretion appoint Assistant Secretaries, Assistant
Treasurers and other officers, agents and employees, who shall have such
authority and perform such duties as the Directors may determine. The Directors
may fill any vacancy which may occur in any office. Any two offices, may be held
by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law or
these By-Laws to be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all officers
shall be one year and until their respective successors are chosen and
qualified. Any officer may be removed from office at any time with or without
cause by the vote of a majority of all the Directors then in office.
Section 3. Powers and Duties. The officers of the Corporation
shall have such powers and duties as generally pertain to their respective
offices, as well as such powers and duties as may from time to time be conferred
by the Directors.
ARTICLE IV
Share Interests
Section 1. Certificates for Shares. Shareholders are not
entitled to receive certificates evidencing their Share ownership, unless the
Directors shall by resolution otherwise determine.
Section 2. Transfer of Shares. Shares of the Corporation shall
be transferable on the register of the Corporation by the holder thereof in
person or by his agent duly authorized in writing, upon delivery to the
Directors or the Transfer Agent of a duly executed instrument of transfer,
together with such evidence of the genuineness of each such execution and
authorization of such other matters as the Corporation or its agents may
reasonably require.
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Section 3. Register of Shares. A register of the Corporation,
containing the names and addresses of the Shareholders and the number of Shares
held by them respectively and a record of all transfers thereof, shall be kept
at the principal offices of the Corporation or, if the Corporation employs a
Transfer Agent, at the offices of the Transfer Agent of the Corporation.
ARTICLE V
Seal
The Directors may provide for a suitable seal, in such form
and bearing such inscriptions as they may determine.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall begin on the first
day of January and shall end on the last day of December in each year.
ARTICLE VII
Indemnification
A representative of the Corporation shall be indemnified by
the Corporation with respect to each proceeding against such representative,
except a proceeding brought by or on behalf of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such representative in connection with such
proceeding, provided that such representative acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.
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A representative of the Corporation shall be indemnified by
the Corporation, with respect to each proceeding brought by or on behalf of the
Corporation to obtain a judgment or decree in its favor, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such proceeding, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such representative has
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation, unless and only to the extent that the court in
which the proceeding was brought, or a court of equity in the county in which
the Corporation has its principal office, determines upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such corporate representative is fairly and reasonably entitled to
indemnity for the expenses which the court considers proper.
To the extent that the representative of the Corporation has
been successful on the merits or otherwise in defense of any proceeding referred
to in the preceding two paragraphs, or in defense of any claim, issue or matter
therein, the Corporation shall indemnify him against all expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Except as provided in the preceding paragraph any
indemnification under the first two paragraphs of this Article (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the representative of the
Corporation is proper in the circumstances because he has met the applicable
standard of conduct set forth in such paragraphs. The determination shall be
made (1) by the Directors by a majority vote of a quorum consisting of Directors
who were not parties to the proceeding, or (2) if a quorum is not obtainable or
if a quorum of disinterested Directors so directs, by independent legal counsel
in a written opinion, or (3) by the Shareholders.
Expenses (including attorneys' fees) incurred in defending a
proceeding may be paid by the Corporation in advance of the final disposition
thereof if (1) authorized by the Directors in the specific case, and (2) the
Corporation receives an undertaking by or on behalf of the representative of the
Corporation to repay the advance if it is not ultimately determined that he is
entitled to be indemnified by the Corporation as authorized in this Article.
The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which a representative of the
Corporation or other person may be entitled under any agreement, vote of
Shareholders or disinterested Directors or otherwise, both as to action in his
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official capacity and as to action in another capacity while holding the office,
and shall continue as to a person who has cased to be a Director, officer,
employee or agent and inure to the benefit of his heirs and personal
representatives.
The Corporation may purchase and maintain insurance on behalf
of any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
trustee, director, officer, employee or agent of another trust, corporation,
partnership, joint venture or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, regardless of whether the Corporation would have the power to
indemnify him against the liability under the provisions of this Article.
Nothing contained in this Section shall be construed to
indemnify any representative of the Corporation against any liability to the
Corporation or to its security holders to which he would otherwise be subject by
reason of misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
As used in this Article "representative of the Corporation"
means an individual (1) who is a present or former Director, officer, agent or
employee of the Corporation or who serves or has served another corporation,
trust, partnership, joint venture or other enterprise in one of such capacities
at the request of the Corporation, and (2) who by reason of his position is, has
been or is threatened to be made a party to a proceeding; and "proceeding"
includes any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.
ARTICLE VIII
Custodian
Section 1. The Corporation shall have as custodian or
custodians one or more trust companies or banks of good standing, each having a
capital, surplus and undivided profits aggregating not less than fifty million
dollars ($50,000,000), and, to the extent required by the Investment Company Act
of 1940, the funds and securities held by the Corporation shall be kept in the
custody of one or more such custodians, provided such custodian or custodians
can be found ready and willing to act, and further provided that the Corporation
may use as subcustodians, for the purpose of holding any foreign securities and
related funds of the Corporation such foreign banks as the Directors may approve
and as shall be permitted by law.
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Section 2. The Corporation shall upon the resignation or
inability to serve of its custodian or upon change of the custodian:
(i) in case of such resignation or inability to
serve, use its best efforts to obtain a successor custodian;
(ii) require that the cash and securities owned by
the Corporation be delivered directly to the successor custodian; and
(iii) in the event that no successor custodian can be
found, submit to the Shareholders before permitting delivery of the
cash and securities owned by the Corporation otherwise than to a
successor custodian, the question whether the Corporation shall be
liquidated or shall function without a custodian.
ARTICLE IX
Amendment of By-Laws
The Board of Directors is authorized and empowered to make,
alter or repeal the By-Laws of the Corporation, in any manner not inconsistent
with the laws of the State of Maryland or the Articles of Incorporation of the
Corporation.
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SEC HYPO FOR 10 YEARS ON EXPENSE RATIOS
Seligman Small Company Technology Fund, Inc.
SALES LOAD: 4.75%
EXPENSE RATIO: 2.19%
NO REDEMPTION FEE
<TABLE>
<CAPTION>
AMOUNT SALES BEGINNING 5% LESS ENDING AVERAGE ANNUAL AGGREGATE
YEAR INVESTED LOAD VALUE EXP RATIO VALUE VALUE EXPENSE EXPENSES LISTED
- ------ -------- -------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $1,000 47.50 952.50 26.765 979.265 965.883 21.153 68.653 $69
2 979.27 27.517 1,006.783 993.024 21.747 90.400
3 1,006.78 28.291 1,035.073 1020.928 22.358 112.758 113
4 1,035.07 29.086 1,064.159 1049.616 22.987 135.745
5 1,064.16 29.903 1,094.062 1079.110 23.633 159.377 159
6 1,094.06 30.743 1,124.805 1109.433 24.297 183.674
7 1,124.80 31.607 1,156.412 1140.608 24.979 208.653
8 1,156.41 32.495 1,188.907 1172.659 25.681 234.335
9 1,188.91 33.408 1,222.315 1205.611 26.403 260.738
10 1,222.32 34.347 1,256.662 1239.489 27.145 287.882 288
</TABLE>
