PRE 14A 1 dpre14a.htm SELIGMAN GROUP OF FUNDS Seligman Group of Funds

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

x Preliminary Proxy Statement.

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

 

¨ Definitive Proxy Statement.

 

¨ Definitive Additional Materials.

 

¨ Soliciting Material Pursuant to §240.14a-12.

 

Seligman Asset Allocation Series, Inc.

Seligman Capital Fund, Inc.

Seligman Cash Management Fund, Inc.

Seligman Common Stock Fund, Inc.

Seligman Communications and Information Fund, Inc.

Seligman Core Fixed Income Fund, Inc.

Seligman Frontier Fund, Inc.

Seligman Global Fund Series, Inc.

Seligman Growth Fund, Inc.

Seligman High Income Fund Series

 

Seligman Income and Growth Fund, Inc.

Seligman LaSalle Real Estate Fund Series, Inc.

Seligman Municipal Fund Series, Inc.

Seligman Municipal Series Trust

Seligman New Jersey Municipal Fund, Inc.

Seligman Pennsylvania Municipal Fund Series

Seligman Portfolios, Inc.

Seligman TargetHorizon ETF Portfolios, Inc.

Seligman Value Fund Series, Inc.

 

(Name of Registrant as Specified in its Charter)

 

 

  

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  1) Title of each class of securities to which transaction applies:

 

  

 
  2) Aggregate number of securities to which transaction applies:

 

  

 
  3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  

 
  4) Proposed maximum aggregate value of transaction:

 

  

 
  5) Total fee paid:

 

  

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

  1) Amount Previously Paid:

 

  

 
  2) Form, Schedule or Registration Statement No.:

 

  

 
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  4) Date Filed:

 

  

 

 


SELIGMAN GROUP OF FUNDS

 

100 Park Avenue, New York, New York 10017

New York City Telephone (212) 850-1864

Toll-Free Telephone (800) 221-2450

 

Notice of Special Meetings of Stockholders

to be held on November 3, 2008

 

August [·], 2008

 

Dear Stockholder:

 

The stockholders of J. & W. Seligman & Co. Incorporated (“Seligman”), the manager of each of the funds in the Seligman Group of Funds (each, a “Fund” and, together, the “Funds”), have agreed to sell their outstanding stock to RiverSource Investments, LLC (“RiverSource”), a subsidiary of Ameriprise Financial, Inc (the “Transaction”). The Transaction will cause the current management agreements between Seligman and the Funds in the Seligman Group of Funds to terminate. Certain Funds also have a subadvisory agreement and a delegation agreement, which will also terminate upon the completion of the Transaction. In order to provide the Funds with continuity of management services after completion of the Transaction, a special meeting (for each Fund, the “Meeting”) of stockholders of your Seligman Fund will be held at [·], on November 3, 2008, at [·], local time, for the following purposes:

 

     Proposal    Affected Fund(s)

1.            

   To consider and vote upon the proposed Investment Management Services Agreement for each Fund with RiverSource;    All Funds

2(a).

   To consider and vote upon the proposed Subadvisory Agreement between Wellington Management Company, LLP (“Wellington”) and RiverSource;   

Seligman Emerging Markets Fund,

Seligman Global Growth Fund,

Seligman Global Smaller Companies Fund,

Seligman International Growth Fund,

and Seligman International Growth Portfolio

2(b).

   To consider and vote upon the proposed Subadvisory Agreement between LaSalle Investment Management (Securities), L.P. (“LaSalle U.S.”) and RiverSource;   

Seligman LaSalle Global Real Estate Fund

and Seligman LaSalle Monthly Dividend Real Estate Fund

3.

   To consider and vote upon the proposed Delegation Agreement between LaSalle U.S. and LaSalle Investment Management Securities B.V. (“LaSalle B.V.”);    Seligman LaSalle Global Real Estate Fund

4.

   To elect new trustees or directors to the Board of each Fund to hold office until their successors are elected and qualified.    All Funds

 

all as more fully set forth in the Proxy Statement accompanying this notice.

 

Effectiveness of each of the proposals is contingent on the completion of Transaction, as described in the accompanying Proxy Statement.


In addition, effectiveness of Proposal 2 for a Fund is contingent on Proposal 1 with respect to that Fund being approved by stockholders, and effectiveness of Proposal 3 for Seligman LaSalle Global Real Estate Fund is contingent on Proposal 2 with respect to that Fund being approved by stockholders. With respect to Proposal 4, the terms of office of the nominees, if elected, will commence at the closing of the Transaction. The close of business on August 8, 2008 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof.

 

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL PROPOSALS.

 

Your vote is important, regardless of the number of shares that you own. You can authorize proxies to cast your votes at the Meeting easily and quickly by mail, by telephone, or via the internet or you may vote in person at the Meeting. A self-addressed, postage-paid envelope has been enclosed for your convenience. Please help avoid the expense of a follow-up mailing by submitting your proxy today.

 

We appreciate your participation and prompt response in these matters and thank you for your continued support.

 

If you have any questions or need additional information, please contact Computershare Fund Services, the Funds’ proxy solicitors, at 199 Water Street, New York, New York 10038, or by telephone at 1-866-612-1824.

 

By order of the Boards of Directors and Trustees,

 

Paul B. Goucher

Secretary

 

Dated: New York, New York, August [·], 2008


TABLE OF CONTENTS

 

     Page

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS

   3

QUESTIONS AND ANSWERS

   3

GENERAL OVERVIEW

   9

The Transaction

   9

Board Considerations Regarding Approval of the Proposed Advisory Agreements, Proposed Subadvisory Agreements and Proposed Delegation Agreements

   10

Conditions to Closing and Effectiveness of the Proposals

   10

Information Regarding RiverSource

   10

Information Regarding the Subadvisers

   10

Covenants Regarding Certain Legal Requirements Under the 1940 Act

   10

PROPOSAL 1 – APPROVE A NEW INVESTMENT MANAGEMENT SERVICES AGREEMENT

   12

The Proposed Advisory Agreement

   12

Description of the Proposed and Current Management Agreements

   12

Required Vote and Recommendation

   15

PROPOSAL 2 – APPROVE A NEW SUBADVISORY AGREEMENT

   16

The Proposed Subadvisory Agreements

   16

Description of the Proposed and Current Subadvisory Agreements

   17

Required Vote and Recommendation

   18

PROPOSAL 3 – APPROVE A NEW DELEGATION AGREEMENT

   20

The Proposed Delegation Agreement

   20

Description of the Proposed Delegation Agreement and Current Delegation Agreement

   20

Required Vote and Recommendation

   21

PROPOSAL 4 – ELECTION OF DIRECTORS

   22

Information Regarding the Nominees

   22

Beneficial Ownership of Shares of Each Fund and Seligman Group of Funds

   26

 

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Section 16(a) Beneficial Ownership Reporting Compliance

   26

Arrangements for Selection as Nominee

   26

Transactions in Securities of the Seligman Funds

   26

Current Committees of the Seligman Board

   26

Proposed Committees

   28

Procedures for Communications to the Board of Directors

   29

Executive Officers of the Funds

   29

Remuneration for Directors and Officers

   29

Required Vote

   29

OTHER INFORMATION

   30

Other Matters to Come Before the Meeting

   30

Joint Proxy Statement/Simultaneous Meetings

   30

Submission of Stockholder Proposals

   30

5% Share Ownership

   30

Expenses

   30

Proxy Statement Delivery

   31

Stockholder Reports

   31

Appendix A

 

    Shares Outstanding

  

Appendix B

 

    More Information on RiverSource and Seligman

  

Appendix C

 

    Information Regarding the Subadvisers

  

Appendix D

 

    Dates Upon Which Current Management Agreement and Current Subadvisory Agreements Were Last Approved by Stockholders

  

Appendix E

 

    Forms of Proposed Advisory Agreement, Proposed Subadvisory Agreements, and Proposed Delegation Agreement

  

Appendix F

 

    Advisory and Subadvisory Fees under the Current and Proposed Advisory Agreements and Current and Proposed Subadvisory Agreements

  

Appendix G

 

    Share Ownership of Directors and Nominees

  

Appendix H

 

    Executive Officer Information

  

Appendix I

 

    Director Compensation

  

Appendix J

 

    Beneficial Owners of Fund Shares in Excess of 5%

  

 

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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE

PROPOSALS

 

The following questions and answers provide an overview of the matters on which you are being asked to vote. The enclosed joint proxy statement (the “Joint Proxy Statement”) contains more detailed information about each proposal, and we encourage you to read it in its entirety before voting. Your vote is important.

 

QUESTIONS AND ANSWERS

 

Q.   What is happening?

 

A.   RiverSource Investments, LLC (“RiverSource”), a wholly owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise”), recently entered into a stock purchase agreement (the “Stock Purchase Agreement”) with the stockholders of J. & W. Seligman & Co. Incorporated (“Seligman”), the manager of each of the funds in the Seligman Group of Funds (each a “Fund,” and together, the “Funds”). Under the Stock Purchase Agreement, RiverSource will acquire all of the outstanding capital stock of Seligman (the “Transaction”). RiverSource and Seligman anticipate that the Transaction will be completed in the fourth quarter of 2008 (the “Closing”).

 

If and when the Transaction is completed, your Fund’s management agreement with Seligman will terminate, and each Fund or the entity of which such Fund is a series (each a “Company” and, together, the “Companies”) would enter into a new investment management services agreement with RiverSource (the “Proposed Advisory Agreement”). Similarly, for those Funds that currently have investment subadvisory agreements with a third party (the “Subadvised Funds”) (see “Proposal 2” for a list of those Funds), the existing investment subadvisory agreements with LaSalle Investment Management (Securities), L.P. (“LaSalle U.S.”) or Wellington Management Company, LLP (“Wellington”) will terminate upon Closing, and RiverSource will, subject to stockholder approval, enter into a new subadvisory agreement with LaSalle U.S. or Wellington, as applicable (the “Proposed Subadvisory Agreement”). In addition, for Seligman LaSalle Global Real Estate Fund, the current delegation agreement in respect of that Fund will also terminate upon Closing and LaSalle U.S. will, subject to stockholder approval, enter into a new delegation agreement with LaSalle Investment Management Securities B.V. (“LaSalle B.V.”) (the “Proposed Delegation Agreement”).

 

Eight of the current directors or trustees (trustees and directors of Seligman Funds are referred to herein as “Directors”) of each Fund or Company, as applicable, have indicated that, if the Closing occurs, they will resign in order to facilitate the oversight of the Fund by the same board of directors or trustees that currently oversees other funds advised by RiverSource, as they believe that the interests of stockholders would most efficiently and effectively be represented by a single board that is familiar with RiverSource and with the management and operation of other funds advised by RiverSource. The two remaining current Directors are expected to continue to serve as Directors, and to serve on the boards of the funds advised by RiverSource. The Joint Proxy Statement provides additional information about the matters on which your Fund’s Board is soliciting your vote – the Proposed Advisory Agreement for your Fund, the Proposed Subadvisory Agreement for each Subadvised Fund, the Proposed Delegation Agreement for Seligman LaSalle Global Real Estate Fund, and the nominees for new Directors for your Fund. As explained in the Joint Proxy Statement, if approved by stockholders, the effectiveness of the proposals is contingent upon the Closing.

 

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YOUR FUND’S BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH PROPOSAL AND NOMINEE DESCRIBED IN THE ENCLOSED JOINT PROXY STATEMENT.

 

Q.   Why are you sending me this information?

 

A.   You are receiving the enclosed Joint Proxy Statement and proxy card (the “Proxy Card”) because you own shares of one or more of the Funds and have the right to vote on these important proposals concerning your investment.

 

Q.   Why am I being asked to vote on a new investment management services agreement and, if applicable, a new investment subadvisory agreement and a new delegation agreement?

 

A.   If the Transaction is completed, your Fund’s current management agreement will terminate, and Seligman will no longer be able to serve as the manager to your Fund under that agreement. Similarly, for the Subadvised Funds, the existing subadvisory agreements with LaSalle U.S. or Wellington will terminate, and LaSalle U.S. or Wellington, as applicable, will no longer be able to serve as a subadviser to your Fund under that agreement. In addition, for Seligman LaSalle Global Growth Fund, the existing delegation agreement with LaSalle B.V. will terminate, and LaSalle B.V. will no longer be able to serve as a subadviser for that Fund under that agreement.

 

Q.   Why am I being asked to elect new Directors?

 

A.   In connection with the Transaction, your Fund’s Board has recommended that stockholders elect Directors who are familiar with RiverSource and with the management and operation of other funds managed by RiverSource. The proposed nominees currently serve as trustees of other funds managed by RiverSource. Two of the current Directors of your Fund are expected to continue to serve as Directors following the completion of the Transaction, and to serve on the boards of the other funds advised by RiverSource. If all of the proposed nominees are elected, your Fund’s Board will consist of 12 Directors.

 

Q.   How will the Transaction affect me as a stockholder?

 

A.  

The Transaction will not result in any change in your Fund’s investment objective(s) or principal investment strategies. The fees currently payable by your Fund in respect of investment advisory and administrative services, as a percentage of net assets, will not change, although for Seligman Cash Management Fund, Inc., as discussed in greater detail in the Joint Proxy Statement, the methodology for calculating such fees will be revised. However, while the current management agreement for your Fund provides for both investment advisory and administrative services, following the Transaction administrative services will be provided without charge by Ameriprise under a separate administrative services agreement, rather than by RiverSource under your Fund’s Proposed Advisory Agreement. The fees under an administrative services agreement may be raised without stockholder approval, although RiverSource expects that any increase would be offset by a

 

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decrease in the fees under the Proposed Advisory Agreement. The other terms of the proposed investment management services agreement for your Fund are generally similar to those of the Fund’s current investment management agreement, as discussed in greater detail in the Joint Proxy Statement under “Proposal 1.”

 

Q.   How does my Fund’s Board recommend that I vote?

 

A.   Your Fund’s Board recommends that you vote FOR each proposal.

 

Q.   Will my Fund pay for this proxy solicitation?

 

A.   No. RiverSource has agreed to bear these costs.

 

Q.   How do I cast my votes?

 

A.   You may vote in person at the Meeting or, for your convenience, there are several ways you can authorize proxies to cast your votes on your behalf at the Meeting:

 

By Mail: Complete, sign and return the enclosed Proxy Card(s) in the enclosed self-addressed, postage-paid envelope.

 

By Telephone: Call the toll-free number printed on the enclosed Proxy Card(s) and follow the directions, as prompted.

 

By Internet: Access the website address printed on the enclosed Proxy Card(s) and follow the directions on the website.

 

In Person: Attend the stockholder meeting as described in the enclosed Joint Proxy Statement.

 

Q.   Why might I receive more than one Proxy Card?

 

A.   If you own shares of more than one Fund, you will receive a separate Proxy Card for each such Fund.

 

Q.   Whom should I call for additional information about the enclosed Joint Proxy Statement?

 

A.   If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call your Fund’s proxy solicitor, Computershare Fund Services, at 1-866-612-1824.

 

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SELIGMAN GROUP OF FUNDS

 

100 Park Avenue, New York, New York 10017

 

JOINT PROXY STATEMENT

 

Special Meetings of Stockholders to be held on [November 3], 2008

 

This joint proxy statement (the “Joint Proxy Statement”) is furnished to you in connection with the solicitation of proxies by the board of trustees or directors (the “Directors”) of each fund in the Seligman Group of Funds (each a “Fund” and, together, the “Funds”) or the entity of which a Fund is a series (each a “Company” and, together, the “Companies”) listed below, to be used at the special meetings of stockholders (for each Fund, the “Meeting” and collectively, the “Meetings”) to be held at [·] on November 3, 2008 at [·], local time. It is expected that the notice of special meeting, Joint Proxy Statement and form of proxy will first be mailed to stockholders on or about August [·], 2008.

 

Funds Holding Special Meetings of Stockholders

on November 3, 2008

 

Seligman Capital Fund, Inc.

   Seligman Municipal Series Trust

Seligman Cash Management Fund, Inc.

           Seligman California High-Yield Municipal Series

Seligman Common Stock Fund, Inc.

  

        Seligman California Quality Municipal Series

Seligman Communications and Information Fund, Inc.

  

        Seligman Florida Municipal Series

Seligman Frontier Fund, Inc.

  

        Seligman North Carolina Municipal Series

Seligman Global Fund Series, Inc.

   Seligman TargetHorizon ETF Portfolios, Inc.

Seligman Emerging Markets Fund

           Seligman TargETFund 2045

Seligman Global Growth Fund

           Seligman TargETFund 2035

Seligman Global Smaller Companies Fund

           Seligman TargETFund 2025

Seligman Global Technology Fund

           Seligman TargETFund 2015

Seligman International Growth Fund

           Seligman TargETFund Core

Seligman Growth Fund, Inc.

  

Seligman Asset Allocation Series, Inc.

Seligman High Income Fund Series

  

        Seligman Asset Allocation Aggressive Growth Fund

Seligman High-Yield Fund

           Seligman Asset Allocation Balanced Fund

Seligman U.S. Government Securities Fund

           Seligman Asset Allocation Growth Fund

Seligman Income and Growth Fund, Inc.

  

        Seligman Asset Allocation Moderate Growth Fund

Seligman Core Fixed Income Fund, Inc.

  

Seligman Value Fund Series, Inc.

Seligman LaSalle Real Estate Fund Series, Inc.

  

        Seligman Large-Cap Value Fund

Seligman LaSalle Global Real Estate Fund

           Seligman Smaller-Cap Value Fund

Seligman LaSalle Monthly Dividend Real Estate Fund

   Seligman Portfolios, Inc.

Seligman New Jersey Municipal Fund, Inc.

  

        Seligman Capital Portfolio

Seligman Pennsylvania Municipal Fund Series

  

        Seligman Cash Management Portfolio

Seligman Municipal Fund Series, Inc.

  

        Seligman Common Stock Portfolio

Seligman National Municipal Fund

           Seligman Communications and Information Portfolio

Seligman Colorado Municipal Fund

           Seligman Global Technology Portfolio

Seligman Georgia Municipal Fund

           Seligman International Growth Portfolio

Seligman Louisiana Municipal Fund

           Seligman Investment Grade Fixed Income Portfolio

Seligman Maryland Municipal Fund

           Seligman Large-Cap Value Portfolio

Seligman Massachusetts Municipal Fund

           Seligman Smaller-Cap Value Portfolio

Seligman Michigan Municipal Fund

  

Seligman Minnesota Municipal Fund

  

Seligman Missouri Municipal Fund

  

Seligman New York Municipal Fund

  

Seligman Ohio Municipal Fund

  

Seligman Oregon Municipal Fund

  

Seligman South Carolina Municipal Fund

  

 

 

6


If you properly authorize your proxy through the Internet or telephonically, or by executing and returning the enclosed proxy card, and your proxy is not subsequently revoked, your votes will be cast at the Meeting, and any postponement or adjournment thereof. If you give instructions, your votes will be cast in accordance with your instructions. If you return your signed proxy card without instructions, your votes will be cast (i) FOR the approval of the proposed investment management services agreement with RiverSource Investments, LLC (“RiverSource”) (Proposal 1); (ii) FOR the approval of the proposed investment subadvisory agreement between RiverSource and LaSalle Investment Management (Securities), L.P. (“LaSalle U.S.”) or Wellington Management Company, LLP (“Wellington”), as applicable (Proposal 2); (iii) FOR the approval of the proposed delegation agreement with LaSalle Investment Management Securities B.V. (“LaSalle B.V.”) (Proposal 3) in respect of Seligman LaSalle Global Real Estate Fund; and (iv) FOR the election of each of the nominees (the “Nominees”) named in Proposal 4 to the Board of Directors or Trustees of each Fund or Company, as applicable (the “Board”) (Proposal 4). Your votes will be cast in the discretion of the proxy holders on any other matter that may properly have come before the Meeting and any postponement or adjournment thereof, including, but not limited to, proposing and/or voting on the adjournment or postponement of the Meeting with respect to one or more proposals in the event that sufficient votes in favor of any Board proposal are not received. If approved by stockholders, the effectiveness of each of the proposals is contingent upon the Closing (as defined below under “General Overview – The Transaction”). See “General Overview – The Transaction – Conditions to Closing and Effectiveness of the Proposals” for a discussion of other conditions to the effectiveness of the proposals.

 

If you execute, date and submit a proxy card in respect of a Fund, you may revoke that proxy or change it by written notice to that Fund (Attention: Secretary) at the address written above, by submitting a subsequently executed and dated proxy card, by authorizing your proxy by telephone or Internet on a later date, or by attending the Meeting and casting your vote in person. If you authorize your proxy by telephone or through the Internet, you may revoke it by authorizing a subsequent proxy by telephone or Internet, by completing, signing and returning a proxy card dated as of a date that is later than your last telephone or Internet proxy authorization or by attending the Meeting and casting your vote in person. Attending the Meeting will not automatically revoke your prior proxy.

 

Votes cast by proxy or in person at each Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.

 

A quorum of stockholders is required to take action at each Meeting. Except with respect to each of Seligman High Income Fund Series, Seligman Pennsylvania Municipal Fund Series, and

 

7


Seligman Municipal Series Trust, the presence in person or by proxy of stockholders entitled to cast one-third of all the votes entitled to be cast at the Meeting shall constitute a quorum. With respect to each of Seligman High Income Fund Series, Seligman Pennsylvania Municipal Fund Series, and Seligman Municipal Series Trust, the presence in person or by proxy of stockholders of record of a majority of the shares of the Fund issued and outstanding and entitled to vote at the Meeting shall constitute a quorum.

 

For each of the Funds, other than the Seligman Pennsylvania Municipal Fund Series, Seligman High Income Fund Series and Seligman Municipal Series Trust, in the event that a quorum is not present at the Meeting or, even if a quorum is so present, in the event that sufficient votes in favor of any Board proposal (including the election of each of the Board’s nominees for Director) are not received and tabulated prior to the time the Meeting is called to order, the chairman of the Meeting may adjourn the Meeting, with no notice other than an announcement at the Meeting and further solicitation may be made.

 

With respect to the Seligman Pennsylvania Municipal Fund Series, Seligman High Income Fund Series and Seligman Municipal Series Trust, if a quorum is not present or represented at the Meeting, the holders of a majority of the shares of the Company or Fund (as applicable) 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.

 

If a vote to adjourn the Meeting with respect to one or more of the proposals is called, the votes of stockholders indicating a vote for, or silent with respect to, a Board proposal in their proxies will be cast for adjournment or postponement with respect to that proposal and votes of stockholders indicating a vote against such a proposal will be cast against adjournment or postponement with respect to that proposal.

 

The close of business on August 8, 2008 has been fixed as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. The number of outstanding shares of each Fund held on that date is listed in Appendix A. Each share of a Fund (a “Share”) outstanding on the record date is entitled to one vote.

 

Approval of Proposal 1 on behalf of each Fund, approval of Proposal 2 on behalf of each Subadvised Fund and approval of Proposal 3 by Seligman LaSalle Global Real Estate Fund requires the affirmative vote of a “majority of the outstanding voting securities” of such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on Proposals 1, 2 and 3.

 

Except with respect to each of Seligman High Income Fund Series, Seligman Pennsylvania Municipal Fund Series, and Seligman Municipal Series Trust, election of Directors (Proposal 4) requires the affirmative vote of a plurality of such Fund’s shares voted at the Meeting. With respect to each of Seligman High Income Fund Series, Seligman Pennsylvania Municipal Fund Series, and Seligman Municipal Series Trust, election of Directors (Proposal 4) requires a majority of such Fund’s votes cast at the Meeting.

 

For all matters to be voted upon, an abstention or broker non-vote will not be considered a vote cast. Abstentions and broker non-votes, if any, will have the same effect as a vote against Proposals 1, 2 and 3 in respect of each Fund entitled to vote thereon. With respect to Proposal 4, abstentions and broker non-votes will have no effect on the outcome of the vote.

 

With respect to shares of the Seligman Portfolios, Inc. (Seligman Capital Portfolio, Seligman Cash Management Portfolio, Seligman Common Stock Portfolio, Seligman Communications and Information Portfolio, Seligman Global Technology Portfolio, Seligman International Growth Portfolio, Seligman Investment Grade Fixed Income Portfolio, Seligman Large-Cap Value Portfolio and Seligman Smaller-Cap Value Portfolio (each, a “Portfolio Fund”)), if you are not the owner of record, but instead are a beneficial owner as a contract owner of a variable annuity or life insurance contract, your insurance company may request that you instruct it how to vote the shares attributable to your contract. If you do not provide voting instructions to your insurance company, then all of the shares in a Portfolio Fund attributable to your contract may be voted in the same proportion as the shares in that separate account for which voting instructions are received.

 

Each Fund’s manager is J. & W. Seligman & Co. Incorporated (“Seligman”). The stockholder service agent for each Fund, other than for the Portfolio Funds, is Seligman Data Corp. (“SDC”). SDC’s address is 100 Park Avenue, New York, NY 10017. The stockholder services agent for the Portfolio Funds is State Street Bank and Trust Company, whose address is [•]. The Fund will furnish, without charge, a copy of its most recent annual report and most recent semi-annual report to any stockholder upon request to SDC at 1-800-221-2450. For further information regarding Seligman, see Appendix B.

 

8


GENERAL OVERVIEW

 

The Transaction

 

RiverSource, a wholly owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise”), recently entered into a stock purchase agreement (the “Stock Purchase Agreement”) with the stockholders of Seligman, the Funds’ manager. Under the Stock Purchase Agreement, RiverSource will acquire all of the outstanding capital stock of Seligman for an aggregate purchase price of approximately $440 million (the “Transaction”). RiverSource and Seligman anticipate that the Transaction will be completed in the fourth quarter of 2008 (the “Closing”).

 

RiverSource, Ameriprise and Seligman advised each Fund’s Board that they believe that the combination of RiverSource and Seligman will result in significant benefits to the Fund, including: greater resources to attract and retain high quality investment personnel; greater depth and breadth of investment management capabilities; a continued high level of service to the Fund; and the potential for realization of economies of scale over time since the Fund will be part of a much larger fund complex.

 

If and when the Transaction is completed, each Fund’s current management agreement (the “Current Management Agreement”) with Seligman will terminate, and, subject to approval by stockholders, the Fund will enter into a new investment management services agreement with RiverSource (the “Proposed Advisory Agreement”). Similarly, each of Seligman’s subadvisory agreements with LaSalle Investment Management (Securities) L.P. (“LaSalle U.S.”) and Wellington Management Company, LLP (“Wellington”) (the “Current Subadvisory Agreements”) and LaSalle U.S.’s delegation agreement with LaSalle Investment Management Securities B.V. (“LaSalle B.V.”) (the “Current Delegation Agreement”) will also terminate when the Transaction is completed, and, subject to approval of the relevant Funds’ stockholders, RiverSource will enter into a new subadvisory agreement (the “Proposed Subadvisory Agreement”) with LaSalle U.S. or Wellington, as applicable, and LaSalle U.S. will enter into a new delegation agreement with LaSalle B.V. (the “Proposed Delegation Agreement”).

 

Eight of the current Directors of each Fund or Company, as applicable, have indicated that, if the Closing occurs, they will resign in order to facilitate the oversight of the Funds by the same board of directors or trustees that currently oversees other funds advised by RiverSource, as they believe that the interests of stockholders would most efficiently and effectively be represented by a single board that is familiar with RiverSource and with the management and operation of other funds advised by RiverSource. The remaining two Directors, Leroy C. Richie and John F. Maher, are expected to continue to serve as Directors, and to join the boards of the other funds advised by RiverSource.

 

The Directors have approved interim investment management services agreements for the Funds with RiverSource, which would be effective with respect to a Fund at the Closing if the Proposed Advisory Agreement for that Fund has not been approved by its stockholders prior to the Closing. Under an interim investment management services agreement, RiverSource would serve as investment adviser to a Fund for up to 150 days following the Closing. The terms of the interim agreements are the same as the Proposed Advisory Agreements, except to the extent required by law. The interim agreements are also substantially the same as the Current Management Agreements, although the interim agreements have the same differences from the Current Management Agreements as described below in respect of the Proposed Advisory Agreements.

 

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Similarly, for the Subadvised Funds (as defined below), the Directors have approved an interim subadvisory agreement between RiverSource and LaSalle U.S. or Wellington, as applicable, and, for Seligman LaSalle Global Real Estate Fund, an interim delegation agreement between LaSalle U.S. and LaSalle B.V. Under the interim subadvisory agreements and interim delegation agreement, LaSalle U.S. or Wellington, and LaSalle B.V., respectively, would serve as subadvisers and manage the relevant Fund’s portfolio for up to 150 days following the Closing. The terms of these interim agreements are the same as the Proposed Advisory Agreements, Proposed Subadvisory Agreements and Proposed Delegation Agreement, except as required by law. The provisions required by law include a requirement that fees payable under the interim agreements will be paid into an escrow account and, if a Fund’s stockholders approve an advisory, subadvisory or delegation agreement, as applicable, by the end of the 150-day period, the compensation (plus interest) payable under the agreement will be paid to RiverSource, Wellington, LaSalle U.S. or LaSalle B.V., as applicable, and if such an agreement is not so approved, only the lesser of the costs incurred (plus interest) or the amount in the escrow account (including interest) will be so paid.

 

Board Considerations Regarding Approval of the Proposed Advisory Agreements, Proposed Subadvisory Agreements and Proposed Delegation Agreements

 

[To come]

 

Conditions to Closing and Effectiveness of the Proposals

 

If approved by stockholders, the effectiveness of each proposal is contingent upon the Closing. The Closing is subject to certain terms and conditions, including, among others (1) RiverSource and Seligman have obtained any necessary governmental approvals, (2) a specified minimum level of annualized revenue has been achieved, and (3) stockholders of open-end Seligman Funds equaling a percentage of annualized revenue of the open-end Seligman Funds have approved the assignment of the management agreements with Seligman in respect of those Seligman Funds.

 

In addition to being contingent upon Closing, Proposal 2 for a Subadvised Fund is contingent on Proposal 1 with respect to that Fund being approved by stockholders, and Proposal 3 for Seligman LaSalle Global Real Estate Fund is contingent on Proposal 2 with respect to that Fund being approved by stockholders.

 

Information Regarding RiverSource

 

RiverSource is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. RiverSource offers a full spectrum of investment products to domestic and international retail, business, and institutional investors. As of June 30, 2008, RiverSource had approximately $142 billion in assets under management. RiverSource currently manages 104 funds. RiverSource’s principal office address is 50506 Ameriprise Financial Center, Minneapolis, MN. For further information regarding RiverSource, see Appendix B.

 

Information Regarding the Subadvisers

 

Please see Appendix C for information regarding LaSalle U.S., LaSalle B.V. and Wellington.

 

Covenants Regarding Certain Legal Requirements Under the 1940 Act

 

RiverSource has made certain covenants in the Stock Purchase Agreement regarding compliance with Section 15(f) of the Investment Company Act of 1940 (the “1940 Act”), which, in

 

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pertinent part, provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with certain transactions, such as the Transaction, involving an assignment of an investment management services agreement as long as two conditions are satisfied.

 

The first condition requires that no “unfair burden” be imposed on the investment company as a result of the Transaction, or as a result of any express or implied terms, conditions or understandings applicable to the Transaction. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the change in control whereby the investment adviser (or predecessor or successor investment adviser), or any interested person of any such investment adviser, receives or is entitled to receive any compensation, directly or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary fees for principal underwriting services). No such compensation arrangements are contemplated in the Transaction. RiverSource and Ameriprise have agreed to refrain from imposing or seeking to impose, for a period of two years after the Closing, any “unfair burden” on the Funds.

 

The second condition requires that, during the three-year period immediately following the closing of such transactions, at least 75% of the investment company’s board of directors or trustees must not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the investment adviser or predecessor investment adviser. The Board currently satisfies, and the Nominees (as hereinafter defined), if elected, would satisfy, such 75% requirement. RiverSource has agreed with Seligman to use its reasonable best efforts to ensure continued satisfaction of the 75% requirement for the three-year period following the Closing.

 

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PROPOSAL 1 – APPROVE A NEW INVESTMENT MANAGEMENT SERVICES AGREEMENT

 

(All Funds)

 

The Board of each Fund is recommending the approval of the Proposed Advisory Agreement for such Fund because its Current Management Agreements will terminate upon the Closing (as defined above). As required by the 1940 Act, each Current Management Agreement provides for automatic termination upon its “assignment.” Under the 1940 Act, a change in control of an investment adviser constitutes an “assignment.” The completion of the Transaction will result in the assignment of the Current Management Agreement, and in its automatic termination. Therefore, as described below, stockholders of each Fund are being asked to approve a Proposed Advisory Agreement in respect of their Fund.

 

The date on which each Fund’s Current Management Agreement was last approved by stockholders is provided in Appendix D. Each Current Management Agreement was last approved for continuance by Directors, including a majority of the independent Directors, on November 15, 2007.

 

The Proposed Advisory Agreement

 

As noted above, under the requirements of the 1940 Act, each of the Funds is required to enter into a new investment advisory agreement as a result of the Transaction. The fees payable under the Proposed Advisory Agreement for each Fund are the same as currently payable under its Current Management Agreement, other than with respect to Seligman Cash Management Fund. Other terms of the Proposed Advisory Agreement for each Fund are generally similar to those of its Current Management Agreement. The Board of your Fund has approved, and recommends that you approve, the Proposed Advisory Agreement with RiverSource, which would take effect upon the later of (i) the Closing or (ii) the date stockholders of the Fund approve the Proposed Advisory Agreement. The form of the Proposed Advisory Agreement is substantially the same form currently in effect for all other mutual funds advised by RiverSource. The substantive differences between the Current Management Agreements and the Proposed Advisory Agreements are described in detail below.

 

Description of the Proposed and Current Management Agreements

 

Set forth below is a general description of terms of the Proposed Advisory Agreement and a general comparison of the term of the Current Management Agreement. Terms of the Proposed Advisory Agreement for each Fund are generally similar to those of its Current Management Agreement. Copies of the form of Proposed Advisory Agreement for the Seligman Funds are attached as Appendix E to this Joint Proxy Statement.

 

Fees. There is no change in the fees payable by any Fund, other than Seligman Cash Management Fund, under its Proposed Advisory Agreement. Under the Proposed Advisory Agreement and Current Management Agreement, each Fund will pay as full compensation for the services provided a monthly fee computed on the average daily net assets of the Fund. The schedules of fee rates for each Fund under its Proposed Advisory Agreement and Current Management Agreement are set forth in Appendix F to this Joint Proxy Statement. Amounts paid by each Fund to Seligman, or to an affiliate of Seligman, during the Fund’s last fiscal year are also set forth in Appendix F to this Joint Proxy Statement. RiverSource has agreed that it will continue the management fee waiver arrangements currently in place for the Funds for their current durations.

 

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Seligman Cash Management Fund currently pays Seligman a monthly fee equal to a percentage, ranging from 0.45% to 0.375%, of its daily net assets that declines based on the net assets of all of the investment companies registered under the 1940 Act for which Seligman serves as investment manager (the “Fee Base Assets”). For the year ended December 31, 2007, the management fee payable to Seligman by the Seligman Cash Management Fund amounted to [•], which was equivalent to an annual rate of 0.41% of the average daily net assets of Seligman Cash Management Fund. Under the Proposed Advisory Agreement, RiverSource would be paid a fee equal to the annual rate of 0.40% of average daily net assets of the Fund. Had the fee rate under the Proposed Advisory Agreement been in effect for the year ended December 31, 2007, Seligman would have received $[•], which is [•]% less than the amount actually payable to Seligman for those periods. The annual fee rate under the Proposed Advisory Agreement is slightly lower than the annual rate at which Seligman was paid under the Current Management Agreement during the Corporation’s last fiscal year and most recent semi-annual period. However, because the fee rate under the Proposed Advisory Agreement is a fixed percentage of the Corporation’s net assets, and does not take into account the net assets of any other registered investment companies, it is higher than the fee rate that would be payable to Seligman under the current fee schedule under certain scenarios (for example, if the Fee Base Assets were to increase significantly from current levels).

 

Investment Advisory Services. The investment advisory duties under the Proposed Advisory Agreement and Current Management Agreement for the Funds are substantially the same. Both the Proposed Advisory Agreement and Current Management Agreement generally provide that, subject to the direction and control of the Board, the adviser agrees to furnish the Fund continuously with investment advice; to determine, consistent with the Fund’s investment objectives and policies, which securities in its discretion will be purchased, held or sold; and to execute or cause the execution of purchase or sell orders pursuant to its determinations with brokers or dealers it has selected. In executing portfolio transactions and selecting brokers or dealers for a Fund, the adviser agrees to seek to obtain best execution. In assessing the best overall terms available for any transaction, the adviser may consider all factors it deems relevant, including, but not limited to, the characteristics of the security being traded, the broker-dealer’s ability to provide research services, and the reputation, reliability, and financial soundness of the broker-dealer. Both the Proposed Advisory Agreement and Current Management Agreement authorize the adviser to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund that is in excess of the amount of commission another broker or dealer would have charged for effecting the transaction, to the extent consistent with applicable law.

 

Both the Proposed Advisory Agreement and Current Management Agreement provide that the adviser will provide support with respect to voting proxies solicited by or with respect to the issuers of securities in which a Fund’s assets may be invested from time to time. The Current Management Agreement provides that the adviser will determine how voting and other rights with respect to securities will be exercised, subject to the control of the Board. The Proposed Advisory Agreement provides that, in the event the Board determines to delegate proxy voting authority to the adviser, the adviser will determine how voting and other rights with respect to securities will be exercised, subject to the control of the Board, but that, absent such a delegation, the Board will exercise sole voting power with respect to all such proxies.

 

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The Proposed Advisory Agreement for each Fund provides that the adviser may, at its own expense and with the approval of the Fund’s Board and/or its stockholders, select and contract with one or more investment advisers to perform some or all of the services for which the adviser is responsible, as described above. The Subadvised Funds have such investment subadvisory agreements, and the Current Management Agreements for those Funds expressly contemplate the use of subadvisers.

 

Administrative Services. The Current Management Agreement for each Fund provides that Seligman will provide all necessary administrative services to the Fund. In contrast, the Proposed Advisory Agreements do not require RiverSource to provide administrative services. Instead, Ameriprise will enter into a new administrative services agreement in respect of each Fund under which it will provide, at no cost to the Fund, generally the same administrative services provided by Seligman under the Current Management Agreement. However, administrative services agreements, unlike advisory agreements, may be amended, including to increase the fees payable thereunder, by the Directors without stockholder approval. RiverSource has indicated that it reserves its right to seek such an increase in the future, although it anticipates that any such increase would be offset by corresponding decreases in advisory fees. If an increase in fees under the administrative services agreement that would not be offset by corresponding decreases in advisory fees is sought, the affected Fund will inform stockholders prior to the effectiveness of such increase.

 

Payment of Expenses. The Proposed Advisory Agreement and Current Management Agreement in respect of a Fund each provide that the adviser will pay all expenses incurred by it in connection with its activities under the agreements, while the Fund is responsible for bearing its own expenses. The expenses to be borne by a Fund include, without limitation: direct charges in connection with the purchase and sale of assets; the cost of securities purchased for the Fund and the amount of any brokerage fees and commissions incurred in executing portfolio transactions for the Fund, expenses related to the issue and sale of securities, fees and expenses of attorneys and consultants, taxes, filing fees and charges, organizational expenses. The Proposed Advisory Agreement in respect of a Fund also lists the following expenses to be borne by the Fund, which, while not explicitly noted in the Current Management Agreement, have been paid by the Fund in the normal course of business: premium on the fidelity bond required by Rule 17g-1 under the 1940 Act, fees of consultants employed by the Fund, benefits paid or provided to Board members, and expenses incurred in connection with lending portfolio securities.

 

Limitation on Liability. Under the Proposed Advisory Agreement for each Fund, and subject to the federal securities laws, neither the RiverSource, nor any of its directors, officers, partners, principals, employees, or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its stockholders or creditors, except a loss resulting from bad faith, intentional misconduct or negligence on its part in regard to the performance of its duties under the agreement. RiverSource will be entitled to reasonably rely upon any information or instructions furnished by the Fund or its agents which is believed in good faith to be accurate and reliable. In addition, the Proposed Advisory Agreement provides that RiverSource does not warrant any rate of return, market value or performance of any assets in the Fund.

 

The Current Management Agreement for Seligman Communication and Information Fund; Seligman Frontier Fund; Seligman Global Fund Series; Seligman High Income Fund Series; Seligman LaSalle Real Estate Fund Series; Seligman LaSalle International Real Estate Fund, Seligman Core Fixed Income Fund; Seligman Municipal Fund Series; Seligman Municipal Series Trust; Seligman NJ Municipal Fund; Seligman Pennsylvania Municipal Fund Series; Seligman Portfolios Fund Series; Seligman Value Fund Series; Seligman Asset Allocation Fund Series; and Seligman TargetHorizon ETF Portfolios, Inc. states that Seligman will only be liable in the case of a loss resulting from its willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties. For these Funds, the Proposed Advisory Agreement would thus provide for a lower standard for the adviser’s potential liability to the Fund – “simple” negligence, rather than gross negligence. While the remaining Current Management Agreements are silent with regard to these matters, Seligman and the Board believe that a court interpreting those Current Management Agreements would likely apply a standard similar to that stated in the Proposed Advisory Agreement in considering an adviser’s potential liability thereunder.

 

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Duration and Termination. The Proposed Advisory Agreement in respect of a Fund will have an initial term of two years from its effective date and will continue until a new agreement is approved by a vote of the majority of the outstanding shares of the Fund and by vote of a majority of the Board members who are not parties to such Agreement or interested persons. If no new agreement is approved following that initial term, the Proposed Advisory Agreement will continue from year to year until terminated by either party if specifically approved at least annually by the Board or by a vote of the majority of the outstanding shares of the Fund and by the vote of a majority of the Board members who are not parties to this Agreement or interested persons, cast in person at a meeting called for the purpose of voting on such approval. The Current Management Agreement provides that such agreement continues in full force and effect for two years from the effective date and from year to year thereafter if such continuance is approved in the manner required by the 1940 Act – i.e., in the manner specified in the Proposed Advisory Agreement.

 

Required Vote and Recommendation

 

Approval of the Proposed Advisory Agreement on behalf of a Fund requires the affirmative vote of a “majority of the outstanding voting securities” of such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on this Proposal 1.

 

At a meeting held on July 29, 2008, the Board of each Fund approved the Proposed Advisory Agreement in respect of such Fund and voted to present the Proposed Advisory Agreements for stockholder approval. The Board of your Fund recommends that you vote “FOR” the approval of the Proposed Advisory Agreement for your Fund.

 

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PROPOSAL 2 – APPROVE A NEW SUBADVISORY AGREEMENT

 

(Subadvised Funds)

 

Stockholders of the following Funds are being asked to approve a Proposed Subadvisory Agreement with LaSalle U.S. for their Fund (the “LaSalle Subadvised Funds”):

 

   

Seligman LaSalle Global Real Estate Fund; and

 

   

Seligman LaSalle Monthly Dividend Real Estate Fund.

 

Stockholders of the following Funds are being asked to approve a Proposed Subadvisory Agreement with Wellington for their Fund (the “Wellington Subadvised Funds” and, together with the LaSalle Subadvised Funds, the “Subadvised Funds”):

 

   

Seligman Emerging Markets Fund;

 

   

Seligman Global Growth Fund;

 

   

Seligman Global Smaller Companies Fund;

 

   

Seligman International Growth Fund; and

 

   

Seligman International Growth Portfolio.

 

The Board is recommending the approval of the Proposed Subadvisory Agreement for the Subadvised Funds because each Current Subadvisory Agreement will terminate upon the Closing (as defined above). The Current Subadvisory Agreements provide for automatic termination upon the “assignment” of the relevant Current Management Agreement. Under the 1940 Act, a change in control of Seligman will constitute an “assignment” of the Current Management Agreements and result in their automatic termination. As a result, the completion of the Transaction will result in the automatic termination of the Current Subadvisory Agreements. Therefore, as described below, stockholders of the Subadvised Funds are being asked to approve a Proposed Subadvisory Agreement with respect to their Subadvised Fund.

 

For each Subadvised Fund, the Proposed Subadvisory Agreement will become effective as of the later of (i) the Closing or (ii) the date stockholders of that Fund approve the Proposed Subadvisory Agreement. If the completion of the Transaction does not take place, the Proposed Subadvisory Agreement will not become effective, and the Current Subadvisory Agreements will continue in effect.

 

The date on which each Subadvised Fund’s Current Subadvisory Agreement was last approved by stockholders is provided in Appendix D. Each Current Subadvisory Agreement was last approved for continuance by Directors, including a majority of the independent Directors, on November 15, 2007.

 

Information about fees payable under the Current Subadvisory Agreements is provided in Appendix F. Amounts paid by each Subadvised Fund to LaSalle U.S. or Wellington, or to an affiliate of LaSalle U.S. or Wellington, during the Subadvised Fund’s last fiscal year are also set forth in Appendix F to this Joint Proxy Statement.

 

The Proposed Subadvisory Agreements

 

As noted above, under the requirements of the 1940 Act, a new subadvisory agreement is required as a result of the Transaction. The

 

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fees payable and all other terms under the Proposed Subadvisory Agreement for each of the Subadvised Funds are identical to those under its Current Subadvisory Agreement, except that RiverSource will replace Seligman and the termination dates will be updated. The Board has approved, and recommends that you approve, the Proposed Subadvisory Agreement with LaSalle U.S. for the LaSalle Subadvised Funds and the Proposed Subadvisory Agreement with Wellington for the Wellington Subadvised Funds which would take effect upon the later of (i) the Closing or (ii) the date stockholders of the Subadvised Fund approve the agreement.

 

Description of the Proposed and Current Subadvisory Agreements

 

The terms of the Current and Proposed Subadvisory Agreements are identical, except that RiverSource will replace Seligman and the termination dates will be updated. Copies of the form of Proposed Subadvisory Agreement for the Subadvised Funds are attached as Appendix E to this Joint Proxy Statement. The key provisions of the Current and Proposed Subadvisory Agreements are set forth below.

 

Fees. Under the Current and Proposed Subadvisory Agreements with LaSalle, the adviser pays LaSalle as full compensation for the services provided a monthly fee computed on the average daily net assets of the Subadvised Fund. With respect to Seligman LaSalle Monthly Dividend Real Estate Fund and Seligman LaSalle Global Real Estate Fund, the Current Subadvisory Agreement and Proposed Subadvisory Agreement impose certain restrictions on the ability of the adviser to waive fees and/or reimburse Fund expenses. The schedules of fee rates for each Fund under its Current Subadvisory Agreement and Proposed Subadvisory Agreement are set forth in Appendix F to this Joint Proxy Statement. Amounts paid by Seligman to LaSalle U.S. or Wellington during each Fund’s last fiscal year are also set forth in Appendix F to this Joint Proxy Statement.

 

Investment Subadvisory Services. The duties under the Current and Proposed Subadvisory Agreements for each of the Subadvised Funds are the same. Both the Current and Proposed Subadvisory Agreements generally provide that, subject to the direction and control of the Board and in conjunction with and under the supervision of the adviser, the subadviser agrees to furnish the Subadvised Fund with investment advice, research and assistance as the adviser or the Subadvised Fund may reasonably request, in accordance with the Subadvised Fund’s investment objectives and policies. The subadviser will participate in the development of the Subadvised Fund’s overall investment strategy and in the determination of investment allocations; provide investment advice and research to each Subadvised Fund’s with respect to existing and potential investments in securities; determine securities and other assets for investment; select brokers and dealers; cause the execution of trades, including foreign exchange dealings; and, unless otherwise agreed to by the adviser, vote proxies solicited by or with respect to issuers of securities in which assets of the Subadvised Funds may be invested from time to time.

 

The Current and Proposed Subadvisory Agreements for each Subadvised Fund (other than Seligman LaSalle Global Real Estate Fund) provide that the subadviser will not consult with any other subadviser with respect to any investment company in the same group of investment companies except for purposes of complying with certain regulatory requirements.

 

Payment of Expenses. The Current and Proposed Subadvisory Agreements both provide that the subadviser will pay all of its expenses arising from performance of its obligations under the agreement, other than the cost of securities including brokerage commissions and similar fees and charges for the acquisition, disposition, lending or borrowing of each Subadvised Fund’s investments.

 

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Limitation on Liability. Under the Proposed Subadvisory Agreement and the Current Subadvisory Agreement between Seligman and LaSalle U.S., the adviser and the subadviser, respectively, will each hold harmless and indemnify the other from and against any loss or damages arising out of the indemnifying party’s breach of the agreement. The subadviser will only be liable in the case of a loss resulting from its willful misfeasance, bad faith or gross negligence in the performance of its duties, or from reckless disregard of its obligations and duties, under the agreement.

 

The Current Subadvisory Agreement between Seligman and Wellington states that Wellington will only be liable in the case of a loss resulting from its willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Current Subadvisory Agreement, provided, however, that Wellington will be liable for any loss incurred by each of the Wellington Subadvised Funds, Seligman or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Wellington which results, directly or indirectly, in a material error in the net asset value of the applicable Wellington Subadvised Fund.

 

Duration and Termination. The Proposed Subadvisory Agreements will have an initial term of two years from its effective date and will continue until a new agreement is approved by a vote of the majority of the outstanding shares of the Subadvised Fund and by vote of a majority of the Board members who are not parties to such agreements or interested persons. If no new agreement is approved, the Proposed Subadvisory Agreements will continue from year to year until terminated by either party if specifically approved at least annually by the Board or by a vote of the majority of the outstanding shares of the Subadvised Fund and by the vote of a majority of the Board members who are not parties to the agreement or interested persons, cast in person at a meeting called for the purpose of voting on such approval. The Current Subadvisory Agreements provide that such agreements continue in full force and effect from the effective date until a specified date and from year to year thereafter if such continuance is approved in the manner required by the 1940 Act – i.e., in the manner specified in the Proposed Subadvisory Agreements. The Current Subadvisory Agreements, other than with respect to Seligman International Growth Portfolio, each have a concept of a “commitment date”, after which the relevant Subadviser was able to terminate the agreement with notice. Each “commitment date” has passed and the Proposed Subadvisory Agreements do not extend this date. Therefore, under each Current and Proposed Subadvisory Agreement, other than those in respect of the Portfolio Funds, the adviser and relevant Subadviser may terminate the agreement as of the end of any calendar year upon not less than 60 days’ written notice to the other and the relevant Fund. Each of the Current and Proposed Subadvisory Agreements in respect of the Portfolio Funds provides that the adviser and Wellington may terminate the agreement at any time on not less than 6 months’ written notice to the other and to the relevant Portfolio Fund.

 

Required Vote and Recommendation

 

Approval of a Proposed Subadvisory Agreement on behalf of each Subadvised Fund requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which for this purpose means the affirmative vote of the lesser of (a) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on this Proposal 2.

 

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At a meeting held on July 29, 2008, the Board of each Subadvised Fund approved the Proposed Subadvisory Agreement in respect of that Fund and voted to present the Proposed Subadvisory Agreements for stockholder approval. The Board of your Subadvised Fund recommends that you vote “FOR” the approval of the Proposed Subadvisory Agreement for that Fund.

 

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PROPOSAL 3 – APPROVE A NEW DELEGATION AGREEMENT

 

(Seligman LaSalle Global Real Estate Fund)

 

The Board is recommending the approval of the Proposed Delegation Agreement for Seligman LaSalle Global Real Estate Fund because the Current Delegation Agreement will terminate upon the Closing (as defined above). The Current Delegation Agreement provides that it will terminate upon the termination of the Current Subadvisory Agreement for Seligman LaSalle Global Real Estate Fund. As noted above, the Current Subadvisory Agreement will terminate upon the change in control of Seligman. As a result, the completion of the Transaction will result in the automatic termination of the Current Delegation Agreement. Therefore, as described below, stockholders of the Fund are being asked to approve the Proposed Delegation Agreement.

 

The Proposed Delegation Agreement will become effective as of the later of (i) the Closing or (ii) the date stockholders of the Fund approve the Proposed Delegation Agreement. If the Closing does not take place, the Proposed Delegation Agreement will not become effective, and the Current Delegation Agreement will continue in effect.

 

The Current Delegation Agreement was approved by the Directors, including a majority of the independent Directors, on November 16, 2006 and by the Fund’s sole stockholder on December 27, 2006.

 

The Proposed Delegation Agreement

 

As noted above, under the requirements of the 1940 Act, a new delegation agreement is required as a result of the Transaction. The fees payable and all other terms under the Proposed Delegation Agreement are the same as those under the Current Delegation Agreement, except that the termination date will be updated. The Board has approved, and recommends that you approve, the Proposed Delegation Agreement, which would take effect upon the later of (i) the Closing or (ii) the date stockholders of the Fund approve the Proposed Delegation Agreement.

 

Description of the Proposed Delegation Agreement and Current Delegation Agreement

 

The terms of the Proposed Delegation Agreement are identical to those of the Current Delegation Agreement. A copy of the form of Proposed Delegation Agreement for the Fund is attached as Appendix E to this Joint Proxy Statement. The key provisions of the Current Delegation Agreement and the Proposed Delegation Agreement are set forth below.

 

Fees. Each of the Current and Proposed Delegation Agreements provides that LaSalle U.S. and LaSalle B.V. shall agree on an appropriate compensation structure based on services provided and will not exceed the compensation received by LaSalle U.S. pursuant to the subadvisory agreement.

 

Subadvisory Services. The duties under the Proposed Delegation Agreement and Current Delegation Agreement are the same. Both the Current and Proposed Delegation Agreement provide that LaSalle B.V. shall (i) assist in the development of the Fund’s overall investment strategy and in the determination of investment allocations, (ii) provide investment advice and research to the Fund (iii) determine securities and other assets for investment, (iv) select brokers and dealers, and (v) cause the execution of trades.

 

The Current and Proposed Delegation Agreements both provide that LaSalle B.V. will not consult with any other subadviser (other than LaSalle U.S. or its affiliates) with respect to any investment company in the same group of investment companies except for purposes of complying with certain regulatory requirements.

 

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Payment of Expenses. The Current and Proposed Delegation Agreements both provide that LaSalle B.V. will bear all fees and expenses of its performance of its obligations under the agreement.

 

Limitation on Liability. The Current and Proposed Delegation Agreements both provide that LaSalle U.S. and LaSalle B.V. will each hold harmless and indemnify the other from and against any loss or damages arising out of the indemnifying party’s breach of the agreement or arising out of the willful misfeasance, bad faith or gross negligence on the indemnifying party’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under the agreement.

 

Duration and Termination. The Proposed Delegation Agreement will have an initial term of two years from its effective date and will continue until a new agreement is approved in the manner required by the 1940 Act.

 

Required Vote and Recommendation

 

Approval of the Proposed Delegation Agreement requires the affirmative vote of a “majority of the outstanding voting securities” of Seligman LaSalle Global Real Estate Fund, which for this purpose means the affirmative vote of the lesser of (a) 67% or more of the voting power of the voting securities of the Fund that are present at the Meeting or represented by proxy if holders of shares representing more than 50% of the voting power of the outstanding voting securities of the Fund are present or represented by proxy or (b) more than 50% of the voting power of the outstanding voting securities of the Fund. All shares of a Fund vote together as a single class on this Proposal 3.

 

At a meeting held on July 29, 2008, the Board approved the Proposed Delegation Agreement and voted to present the Proposed Delegation Agreement for stockholder approval. Your Board of Directors recommends that you vote FOR the approval of the Proposed Delegation Agreement.

 

21


PROPOSAL 4 – ELECTION OF DIRECTORS

 

Eight of the Directors of each Fund have indicated that, if the Closing occurs, they will resign in order to facilitate the oversight of the Fund by the same board of directors or trustees that currently oversees other funds advised by the RiverSource boards, as the Directors believe that the interests of stockholders would most efficiently and effectively be represented by a single board that is familiar with RiverSource and with the management and operation of other funds advised by RiverSource. Messrs. Richie and Maher, the two remaining current Directors, are expected to continue to serve as Directors, and to serve on the boards of the funds advised by RiverSource.

 

Effective upon the Closing, the number of Directors on each Board will increase by two for a total of 12 Directors. If the Transaction does not close for any reason, the size of the Board will not be increased, the existing Directors would continue to serve as Directors, and the nominees would not serve as Directors.

 

Kathleen Blatz, Arne H. Carlson, Pamela G. Carlton, Patricia M. Flynn, Anne P. Jones, Jeffrey Laikind, Stephen R. Lewis, Jr., Catherine James Paglia, Alison Taunton-Rigby and William F. Truscott (each a “Nominee” and collectively, the “Nominees”), each of whom has agreed to serve, have been nominated for election as Directors of each Fund or Company.

 

The Nominees would serve in accordance with the organizational documents of each Fund or Company. Each Director currently serves for an indefinite term, until the election and qualification of a successor or until his or her earlier death, resignation or removal. Under the current RiverSource Board policy, which the Nominees, if elected, would be expected to adopt for the Funds, members may serve until the end of the [regular stockholders meeting following their 75th birthday, or the fifteenth anniversary of the first Board meeting they attend as members of the Board, whichever occurs first]. [An exception to the RiverSource policy has been made for Nominee Anne P. Jones, who, if elected, may retire after her 75th birthday.] If an unforeseen event prevents a Nominee from serving, your votes will be cast for the election of a substitute selected by the Directors.

 

Information Regarding the Nominees

 

Background information regarding each of the Nominees follows.

 

Name (Age), Address and

Position with Corporation

  

Principal Occupation(s) During

Past 5 Years,

Directorships and Other Information

  

Number of
Portfolios in
Fund Complex1
to be Overseen
by Nominee

Independent Director Nominee

     

Kathleen Blatz (53)

901 S. Marquette Ave.,

Minneapolis, MN 55402

   Chief Justice, Minnesota Supreme Court, 1998-2006; Director of RiverSource funds since 2006; Trustee of St. Thomas University, the Judicial Conference Committee on Federal-State Jurisdiction and Vice Chair of the Minnesota Supreme Court Foster Care and Permanency Task Force.    163

 

1

 

This column assumes the Closing occurs. “Fund Complex” is comprised of the RiverSource complex of funds (currently consists of 27 registered investment companies (comprising 104 separate portfolios)) and the Seligman Group of Funds (currently consists of 22 registered investment companies (comprising 59 separate portfolios)).

 

22


Name (Age), Address and

Position with Corporation

 

Principal Occupation(s) During

Past 5 Years,

Directorships and Other Information

 

Number of
Portfolios in
Fund Complex1
to be Overseen
by Nominee

Arne H. Carlson (73)

901 S. Marquette Ave.,

Minneapolis, MN 55402

  Independent Chair of the Boards of RiverSource Funds, 1999-2006; Chair, Board Services Corporation; former Governor of Minnesota   163

Pamela G. Carlton (53)

901 S. Marquette Ave.,

Minneapolis, MN 55402

  President, Springboard-Partners in Cross Cultural Learning LLC; Director of RiverSource funds since 2007.   163

Patricia M. Flynn (57)

901 S. Marquette Ave.,

Minneapolis, MN 55402

  Trustee Professor of Economics and Management, Bentley College; Director of RiverSource funds since 2004; former Dean, McCallum Graduate School of Business and its Graduate, Executive and Professional Education programs, Bentley College   163

Anne P. Jones (73)

901 S. Marquette Ave.,

Minneapolis, MN 55402

  Attorney and Consultant; Director of RiverSource funds since 1985.   163

Jeffrey Laikind (72)

901 S. Marquette Ave.,

Minneapolis, MN 55402

  Former Managing Director, Shikiar Asset Management; Director of RiverSource funds since 2005.   163

Stephen R. Lewis, Jr. (69)

901 S. Marquette Ave.,

Minneapolis, MN 55402

  President Emeritus and Professor of Economics, Carleton College; Director of RiverSource funds since 2002; Director of Valmont Industries, Inc.; Trustee of the Carnegie Endowment for International Peace and the William Mitchell College of Law.   163

Catherine James Paglia (55)

901 S. Marquette Ave.,

Minneapolis, MN 55402

  Director, Enterprise Asset Management, Inc.; Director of RiverSource funds since 2004; Trustee of Carleton College.   163

Alison Taunton-Rigby (64)

901 S. Marquette Ave.,

Minneapolis, MN 55402

  Chief Executive Officer, RiboNovix, Inc. since 2003; former president, Forester Biotech; Director of RiverSource funds since 2002; Director of Healthways, Inc., Idera Pharmaceuticals, Inc., Abt Associates, Inc. and the Children’s Hospital of Boston; Director/Trustee of the Biomedical, Science Careers Program, the Mass Women’s Forum, the Whitehead Institute and Bentley College Business Ethics Board.   163

Interested Director Nominee

   

William F. Truscott* (47)

53600 Ameriprise Financial Center,

Minneapolis, MN 55474

  President, U.S. Asset Management and Chief Investment Officer, Ameriprise Financial, Inc.; President, Chairman of the Board and Chief Investment Officer, RiverSource Investments, LLC since 2005; Director, President and Chief Executive Officer, Ameriprise Certificate Company since 2006; Chairman of the Board, Chief Executive Officer; President, RiverSource Distributors, Inc. since 2006; Senior Vice President, Chief Investment Officer, Ameriprise Financial, Inc.; Chairman of the Board and Chief Investment Officer, RiverSource Investments, LLC, 2001-2005; Director of RiverSource funds since 2001;   163

 

 

*   If elected, Mr. Truscott would be considered an “interested person” of the Funds, as defined in the 1940 Act, by virtue of his positions with Ameriprise Financial, Inc. and RiverSource Investments, LLC.

 

Information regarding the Directors of the Funds follows. The address of each Director is 100 Park Avenue, New York, New York 10017.

 

23


Name (Age) and

Position With Corporation

 

Term of
Office

and Length
of Time
Served**

 

Principal Occupation(s) During

Past 5 Years,

Directorships and Other Information

  Number of
Portfolios in Fund
Complex* to be
Overseen by
Nominee

Independent Director

     

Maureen Fonseca (52)

Director

  July 2007 to Date   Head of School, The Masters School (education); Director or Trustee of each of the investment companies of the Seligman Group of Funds; Trustee, New York State Association of Independent Schools and Greens Farms Academy (education); and Commissioner, Middle States Association (education).   59

Betsy S. Michel (66) 

Director

  1984 to Date   Attorney; Director or Trustee of each of the investment companies of the Seligman Group of Funds; and Trustee, The Geraldine R. Dodge Foundation (charitable foundation) and Drew University (Madison, NJ). Formerly, Chairman of the Board of Trustees of St. George’s School (Newport, RI) and Trustee, World Learning, Inc. (international educational training) and Council of New Jersey Grantmakers.   59

James N. Whitson (73) 

Director

  1993 to Date   Retired Executive Vice President and Chief Operating Officer, Sammons Enterprises, Inc. (a diversified holding company); Director or Trustee of each of the investment companies of the Seligman Group of Funds; and Director, CommScope, Inc. (manufacturer of telecommunications equipment). Formerly, Director and Consultant, Sammons Enterprises, Inc. and Director, C-SPAN (cable television networks).   59

John R. Galvin (79) 

Director

  1995 to Date   Dean Emeritus, Fletcher School of Law and Diplomacy at Tufts University; Director or Trustee of each of the investment companies of the Seligman Group of Funds; and Chairman Emeritus, American Council on Germany. Formerly, Director, Raytheon Co. (defense and commercial electronics); Governor of the Center for Creative Leadership; and Trustee, Institute for Defense Analyses. From February 1995 until June 1997, Director of USLIFE Corporation (life insurance). From June 1987 to June 1992, Supreme Allied Commander, NATO, and the Commander-in-Chief, United States European Command.   59

John F. Maher (65) 

Director

  December 2006 to Date   Retired President and Chief Executive Officer, and former Director, Great Western Financial Corporation (bank holding company) and its principal subsidiary, Great Western Bank (a federal savings bank). Director or Trustee of each of the investment companies of the Seligman Group of Funds. From 1989 to 1999, Director, Baker Hughes (energy products and services).   59

 

  *   “Fund Complex” for existing Directors reflects only the portfolios in the Seligman Group of Funds, which currently consists of 22 registered investment companies (comprising 59 separate portfolios).
**   If a Director has served for different periods of time on the Boards of the Funds, the earliest applicable date is shown. Directors currently serve for an indefinite term until the election and qualification of a successor or until his or her earlier death, resignation or removal.

 

24


Name (Age) and

Position With Corporation

 

Term of
Office

and Length
of Time
Served

 

Principal Occupation(s) During

Past 5 Years,

Directorships and Other Information

  Number of
Portfolios in Fund
Complex to be
Overseen by
Nominee

Frank A. McPherson (75) 

Director

  1995 to Date   Retired Chairman of the Board and Chief Executive Officer of Kerr-McGee Corporation (diversified energy and chemical company); Director or Trustee of each of the investment companies of the Seligman Group of Funds; and Director, DCP Midstream GP, LLP (natural gas processing and transporting), Integris Health (owner of various hospitals), Oklahoma Medical Research Foundation, Oklahoma Foundation for Excellence in Education, National Cowboy and Western Heritage Museum, and Oklahoma City Museum of Art. Formerly, Director, ConocoPhillips (integrated international oil corporation), Kimberly-Clark Corporation (consumer products), Oklahoma Chapter of the Nature Conservancy, Boys and Girls Clubs of Oklahoma, Oklahoma City Public Schools Foundation, Oklahoma City Chamber of Commerce and BOK Financial (bank holding company). From 1990 until 1994, Director, the Federal Reserve System’s Kansas City Reserve Bank.   59

Leroy C. Richie (66) 

Director

  2000 to Date   Counsel, Lewis & Munday, P.C. (law firm); Director or Trustee of each of the investment companies of the Seligman Group of Funds; Director, Vibration Control Technologies, LLC (auto vibration technology); Lead Outside Director, Digital Ally, Inc. (digital imaging) and Infinity, Inc. (oil and gas exploration and production); Director, OGE Energy Corp. (energy and energy services provider offering physical delivery and related services for both electricity and natural gas); Director and Chairman, Highland Park Michigan Economic Development Corp.; and Chairman, Detroit Public Schools Foundation. Formerly, Chairman and Chief Executive Officer, Q Standards Worldwide, Inc. (library of technical standards); Director, Kerr-McGee Corporation (diversified energy and chemical company); Trustee, New York University Law Center Foundation; and Vice Chairman, Detroit Medical Center and Detroit Economic Growth Corp. From 1990 until 1997, Vice President and General Counsel, Automotive Legal Affairs, Chrysler Corporation.   59

Robert L. Shafer (76)

Director

  1991 to Date   Ambassador and Permanent Observer of the Sovereign Military Order of Malta to the United Nations; and Director or Trustee of each of the investment companies of the Seligman Group of Funds. Formerly, from May 1987 until June 1997, Director, USLIFE Corporation (life insurance) and from December 1973 until January 1996, Vice President, Pfizer Inc. (pharmaceuticals).   59

Interested Director

     

William C. Morris***

Director and Chairman

  1988 to Date   Chairman and Director, J. & W. Seligman & Co. Incorporated; Chairman of the Board and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Chairman and Director, Seligman Advisors, Inc., Seligman Services, Inc. and Carbo Ceramics, Inc. (manufacturer of ceramic proppants for oil and gas industry); Director, Seligman Data Corp.; and President and Chief Executive Officer of The Metropolitan Opera Association. Formerly, Director, Kerr-McGee Corporation (diversified energy and chemical company) and Chief Executive Officer of each of the investment companies of the Seligman Group of Funds.   59

Brian T. Zino*** (55) 

Director, President and Chief Executive Officer

 

Dir.: 1993

to Date

Pres.: 1995

to Date

CEO: 2002

to Date

  Director and President, J. & W. Seligman & Co. Incorporated; President, Chief Executive Officer and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Director, Seligman Advisors, Inc. and Seligman Services, Inc.; Chairman, Seligman Data Corp; and a member of the Board of Governors of the Investment Company Institute. Formerly, Director and Chairman, ICI Mutual Insurance Company.   59

 

***   Messrs. Morris and Zino are considered “interested persons” of the Funds, as defined in the 1940 Act by virtue of their positions with J. & W. Seligman & Co. Incorporated and its affiliates.

 

25


Beneficial Ownership of Shares of Each Fund and Seligman Group of Funds

 

Appendix G to this Joint Proxy Statement provides information, as of the Record Date, regarding the beneficial ownership by the Directors of the Funds and by the Nominees of equity securities of (a) each Funds, (b) the investment companies of the Seligman Group of Funds, (c) an investment adviser or principal underwriter of any Fund and (d) a person (other than a Fund) in a control relationship with an investment adviser or principal underwriter of any Fund.

 

Arrangements for Selection as Nominee

 

In light of the Transaction, the Board determined that nomination of persons who are more familiar with RiverSource and with the management and operation of other funds advised by RiverSource would facilitate the efficient and effective representation of stockholder interests. All Nominees were reviewed based on the criteria generally employed by the Director Nominating Committee to review candidates for nomination as Director and were unanimously recommended by such committee for election as Directors.

 

Transactions in Securities of the Seligman Funds

 

No Director or Nominee of any Fund has purchased or sold any securities, in an amount exceeding 1% of the outstanding securities, of Seligman or any subsidiary, except that each of Messrs. Harris and Zino, each a Director, has agreed to sell his stock in Seligman, representing approximately 55% and 9.4%, respectively, of the outstanding stock of Seligman, to RiverSource in connection with the Transaction.

 

Current Committees of the Seligman Board

 

Each Board met nine times during the fiscal year ended December 31, 2007, [·] times during the fiscal year ended September 30, 2007 and [·] times during the fiscal year ended October 31, 2007. The standing committees of the Boards include the Board Operations Committee, Audit Committee, and Director Nominating Committee (each a “Committee”). These Committees are comprised solely of Directors who are not “interested persons” of the Fund as that term is defined in the 1940 Act. The duties of these Committees for each Fund are described below.

 

Board Operations Committee. This Committee has authority generally to direct the operations of the Boards, including the nomination of members of other Board Committees and the selection of legal counsel for a Fund. The Committee met six times during the fiscal year ended December 31, 2007, [·] times during the fiscal year ended September 30, 2007 and [·] times during the fiscal year

 

26


ended October 31, 2007. Members of the Committee, Messrs. McPherson (Chairman), Maher, Richie, Shafer and Whitson, General Galvin, and Mses. Fonseca and Michel, are the independent Directors of the Fund. In his capacity as Chairman of the Board Operations Committee, Mr. McPherson performs duties similar to those of a “lead independent director,” as he chairs meetings of the independent Directors, and acts as a point of contact between the independent Directors and the adviser between board meetings in respect of general matters.

 

Audit Committee. This Committee recommends an independent registered public accounting firm for selection as auditors by the Board annually. In addition, this Committee assists the Board in its oversight of the Fund’s financial reporting process and operates pursuant to a written charter. The Committee met three times during the fiscal year ended December 31, 2007, [·] times during the fiscal year ended September 30, 2007 and [·] times during the fiscal year ended October 31, 2007. Members of this Committee are Messrs. Whitson (Chairman), Maher and Richie and General Galvin.

 

Director Nominating Committee. Members of the Director Nominating Committee (the “Nominating Committee”) are Messrs. Shafer (Chairman) and McPherson and Ms. Michel. The Committee met two times during the fiscal year ended December 31, 2007, [·] times during the fiscal year ended September 30, 2007 and [·] times during the fiscal year ended October 31, 2007. This Committee selects and nominates persons for election as Directors by the Board. In addition, if a stockholder meeting is held where Directors are to be elected, the Committee will select and nominate persons for election as Directors at such stockholder meeting. The Committee may consider and evaluate nominee candidates properly submitted by stockholders if a vacancy among the Independent Directors of the Fund occurs and if, based on the Board’s then current size, composition and structure, the Committee determines that the vacancy should be filled.

 

A stockholder or group of stock (referred to in either case as a “Nominating Stockholder”) that, individually or as a group, has beneficially owned at least $10,000 of the Fund’s shares for at least one year prior to the date the Nominating Stockholder submits a candidate for nomination as a Director may submit one candidate to the Nominating Committee for consideration at a special meeting or other meeting of stockholders at which Directors will be elected. Nominations will not be considered except in connection with such meetings of stockholders. To be timely for consideration by the Nominating Committee, the submission, including all required information, must be submitted in writing via first class mail to the attention of the Secretary of the Fund at 100 Park Avenue, New York, NY 10017 and received at such time as may be determined by the Fund’s Board of Directors in its reasonable discretion. The Nominating Committee will consider only one candidate submitted by a Nominating Stockholder for nomination for election. The Nominating Committee will not consider self-nominated candidates or candidates nominated by members of a candidate’s family, including such candidate’s spouse, children, parents, uncles, aunts, grandparents, nieces and nephews

 

The Nominating Committee will consider and evaluate candidates submitted by the Nominating Stockholder on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria may include the candidate’s relevant knowledge, experience and expertise, the candidate’s ability to carry out his or her duties in the best interests of the Fund and the candidate’s ability to qualify as a disinterested Director. The charter for the Nominating Committee, which provides a detailed description of the criteria used by the Nominating Committee as well as information required to be provided by stockholders submitting candidates for consideration by the Nominating Committee, may be obtained by writing to the Secretary of the Fund at the address above.

 

27


Proposed Committees

 

The Nominees have indicated that if they are elected, they intend to organize the following committees of the Board:

 

Board Governance Committee. This committee would recommend to the Board the size, structure and composition of the Board and its committees; the compensation to be paid to members of the Board; and a process for evaluating the Board’s performance. The committee would also review candidates for Board membership including candidates recommended by Stockholders. The committee would also make recommendations to the Board regarding responsibilities and duties of the Board, oversee proxy voting and support the work of the Chairperson of the Board (the “Chairperson” in relation to furthering the interests of the Funds and their Stockholders on external matters.

 

Compliance Committee. This committee would support the Funds’ maintenance of a strong compliance program by providing a forum for independent Board members to consider compliance matters impacting the Funds or their key service providers; would develop and implement, in coordination with the Funds’ Chief Compliance Officer (CCO), a process for the review and consideration of compliance reports that are provided to the Boards; and would provide a designated forum for the Funds’ CCO to meet with independent Board members on a regular basis to discuss compliance matters.

 

Contracts Committee. This committee would review and oversee the contractual relationships with service providers and would receive and analyze reports covering the level and quality of services provided under contracts with the fund. It would also advise the Board regarding actions taken on these contracts during the annual review process.

 

Distribution Committee. This committee would review and support product development, marketing, sales activity and practices related to the funds, and would report to the Board as appropriate.

 

Executive Committee. This committee would act for the Board between meetings of the Board.

 

Investment Review Committee. This committee would review and oversee the management of the Funds’ assets and would consider investment management policies and strategies; investment performance; risk management techniques; and securities trading practices and reports areas of concern to the Board.

 

Audit Committee. This committee would oversee the accounting and financial reporting processes of the Funds and internal controls over financial reporting and would oversee the quality and integrity of the Funds’ financial statements and independent audits as well as the Funds’ compliance with legal and regulatory requirements relating to the Funds’ accounting and financial reporting, internal controls over financial reporting and independent audits. The committee also would make recommendations regarding the selection of the Funds’ independent auditor and review and evaluate the qualifications, independence and performance of the auditor.

 

28


Procedures for Communications to the Board of Directors

 

Stockholders who want to communicate with the Board of Directors of their Fund or an individual Director, a stockholder must send written communications to 100 Park Avenue, New York, New York 10017, addressed to the Board of Directors of the Fund or the individual Director. All stockholder communications received in accordance with this process will be forwarded to the Board of Directors or the individual Director.

 

Executive Officers of the Funds

 

Information with respect to Executive Officers of your Fund is included in Appendix H to this Joint Proxy Statement.

 

Remuneration for Directors and Officers

 

Directors of a Fund who are not employees of Seligman or its affiliates each receive an annual retainer fee of $60,000, the amount of which is shared by the Fund and the other investment companies in the Seligman Funds. This fee is separate from any payments that any Nominee or continuing Director (following the Closing) might receive from the RiverSource funds. For the year ended December 31, 2007, each Fund paid each Director a portion of an aggregate retainer fee in the amount (for each Director that served for a full year) of $[· ]. In addition, such Directors are currently paid a total of $3,000 for each day on which they attend Board and/or Committee meetings ($1,500 for telephonic attendance at certain meetings), the amount of which is shared by the Fund and the other investment companies of the Seligman Funds meeting on the same day.

 

The Directors are also reimbursed for the expenses of attending meetings. There were seven Directors who were not employees of Seligman or its affiliates at the beginning of 2007. Following the Meeting, assuming all Nominees are elected as Directors of the Corporation, there will be one Director who is an employee of RiverSource or its affiliates. Total Directors’ fees paid by a Fund to the current Directors who received compensation from the Funds for the year ended December 31, 2007 are outlined in Appendix I to this Joint Proxy Statement.

 

No compensation is paid by the Fund or Funds to Directors or officers of the Fund or Funds, as applicable, who are employees or officers of Seligman.

 

Required Vote

 

Election of Directors requires a vote by a plurality of the shares of the Fund or Company, as applicable, voted at the Meeting, except that election of Directors of each of the Seligman High Income Fund Series, Seligman Municipal Trust Series and Seligman Pennsylvania Municipal Fund Series requires a majority of each Fund’s shares voted at the Meeting.

 

YOUR FUND’S BOARD HAS CONCLUDED THAT THE ELECTION OF EACH NOMINEE AS A DIRECTOR OF THE FUNDS OR COMPANIES IF THE CLOSING OCCURS IS IN THE BEST INTERESTS OF STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL NOMINEES.

 

29


OTHER INFORMATION

 

Other Matters to Come Before the Meeting

 

Management of the Funds does not know of any matters to be presented at the Meeting other than those described in this Joint Proxy Statement. If other business should properly come before the Meeting, the persons named as proxies will vote thereon in accordance with their best judgment.

 

Joint Proxy Statement/Simultaneous Meetings

 

This Joint Proxy Statement reduces the preparation, printing and mailing costs of sending separate proxy statements for each Fund. The meetings will be held simultaneously with each proposal being voted on separately by Stockholders of each Fund or Company, as applicable. If any stockholder objects to the holding of simultaneous meetings, the Stockholder may move for an adjournment of his or her Fund’s meeting to a time immediately after the simultaneous meetings so that a meeting of that Fund may be held separately. If a stockholder makes this motion, the persons named as proxies will take into consideration the reasons for the objection in deciding whether to vote in favor of the adjournment.

 

Submission of Stockholder Proposals

 

The Funds do not hold annual meetings of stockholders. Stockholders who wish to make a proposal at a Fund’s next special meeting, that will not be included in the Fund’s proxy materials, must notify the relevant Fund a reasonable amount of time before the Fund begins to print and mail its proxy materials. The fact that a Fund receives a stockholder proposal in a timely manner does not ensure inclusion of the proposal in the proxy materials, as there are other requirements in the proxy rules relating to such inclusion.

 

If a stockholder who wishes to submit a proposal fails to timely notify the relevant Fund, the persons named as proxies for the meeting will have discretionary authority to vote on the stockholder’s proposal if it is properly brought before the meeting. If a stockholder makes a timely notification, the persons named as proxies may still exercise discretionary voting authority under circumstances consistent with the SEC’s proxy rules.

 

5% Share Ownership

 

Appendix J to this Joint Proxy Statement lists the persons that, to the knowledge of the Funds, owned beneficially 5% or more of the outstanding shares of any class of any Fund as of the Record Date. A Stockholder who owns beneficially, directly or indirectly, more than 25% of any Fund’s voting securities may be deemed a “control person” (as defined in the 1940 Act) of such Fund. The Directors and officers of each Fund, in the aggregate, owned less than 1% of each Fund’s outstanding shares as of the Record Date.

 

Expenses

 

The expenses incurred in connection with the solicitation of proxies for the Meeting, including preparation, filing, printing, mailing and solicitation expenses, legal fees, out-of-pocket expenses and expenses of any proxy solicitation firm, will be paid by RiverSource pursuant to the terms of the Stock Purchase Agreement, and not by the Funds. In addition to the use of the mails, proxies may be solicited personally or via facsimile, telephone or the Internet by Directors, officers

 

30


and employees of the Funds, Seligman, Seligman Advisors, Inc., Seligman Services, Inc., SDC and RiverSource and its affiliates and the Funds may reimburse persons holding shares in their names or names of their nominees for their expenses in sending solicitation material to their beneficial owners. [The Funds have engaged Computershare Fund Services, 199 Water Street, New York, NY 10038 to assist in soliciting for a fee of up to an aggregate of $[·] plus expenses.]

 

Proxy Statement Delivery

 

“Householding” is the term used to describe the practice of delivering one copy of a document to a household of stockholders instead of delivering one copy of a document to each stockholder in the household. Stockholders of the Funds who share a common address and who have not opted out of the householding process should receive a single copy of the Joint Proxy Statement together with one Proxy Card for each account. If you received more than one copy of the Joint Proxy Statement, you may elect to household in the future; if you received a single copy of the Joint Proxy Statement, you may opt out of householding in the future; and you may, in any event, obtain an additional copy of this Joint Proxy Statement by writing to the appropriate Fund at the following address: 100 Park Avenue, New York, New York 10017.

 

Stockholder Reports

 

Each Fund will furnish, without charge, a copy of its most recent annual report and, if applicable, its most recent semiannual report subsequent to such annual report, to its Stockholders on request. Requests for a report should be directed to the relevant Fund by mail to 100 Park Avenue, New York, New York 10017, or by calling Seligman Data Corp. at 1-800-221-2450.

 

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A PRE-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, AND TOUCH-TONE TELEPHONE AND INTERNET VOTING IS AVAILABLE.

 

By order of the Board of Directors,

 

 

Paul B. Goucher,

Secretary

 

It is important that you authorize proxies promptly. All stockholders, including those who expect to attend the Meeting, are urged to authorize their proxy as soon as possible by accessing the Internet site listed on the enclosed proxy card, by calling the toll-free number listed on the enclosed proxy card, or by mailing the enclosed proxy card in the enclosed return envelope, which requires no postage if mailed in the United States.

 

31


Appendix A

Shares Outstanding

As of the Record Date, each Fund had outstanding the following number of shares of the classes indicated below, which in each case equals the number of votes to which the stockholders of such class of such Fund are entitled.

 

     Class A    Class B    Class C    Class C2    Class I    Class R

Seligman Capital Fund

                 

Seligman Cash Management Fund

                 

Seligman Common Stock Fund

                 

Seligman Communications and Information Fund

                 

Seligman Frontier Fund

                 

Seligman Global Fund Series, Inc.

                 

Seligman Emerging Markets Fund

                 

Seligman Global Growth Fund

                 

Seligman Global Smaller Companies Fund

                 

Seligman Global Technology Fund

                 

Seligman International Growth Fund

                 

Seligman Growth Fund, Inc.

                 

Seligman High Income Fund Series

                 

Seligman High-Yield Fund

                 

Seligman U.S. Government Securities Fund

                 

Seligman Income and Growth Fund

                 

Seligman Core Fixed Income Fund

                 

Seligman LaSalle Real Estate Fund Series, Inc.

                 

Seligman LaSalle Global Real Estate Fund

                 

Seligman LaSalle Monthly Dividend Real Estate Fund

                 

Seligman New Jersey Municipal Fund, Inc.

                 

Seligman Pennsylvania Municipal Fund Series

                 

Seligman Municipal Fund Series, Inc

                 

Seligman National Municipal Fund

                 

Seligman Colorado Municipal Fund

                 

Seligman Georgia Municipal Fund

                 

Seligman Louisiana Municipal Fund

                 

Seligman Maryland Municipal Fund

                 

Seligman Massachusetts Municipal Fund

                 

Seligman Michigan Municipal Fund

                 

Seligman Minnesota Municipal Fund

                 

Seligman Missouri Municipal Fund

                 

Seligman New York Municipal Fund

                 

Seligman Ohio Municipal Fund

                 

Seligman Oregon Municipal Fund

                 

Seligman South Carolina Municipal Fund

                 

Seligman Municipal Series Trust

                 

 

A-1


     Class A    Class B    Class C    Class 2    Class I    Class R

Seligman California High-Yield Municipal Series

                 

Seligman California Quality Municipal Series

                 

Seligman Florida Municipal Series

                 

Seligman North Carolina Municipal Series

                 

Seligman TargetHorizon ETF Portfolios, Inc.

                 

Seligman TargETFund 2045

                 

Seligman TargETFund 2035

                 

Seligman TargETFund 2025

                 

Seligman TargETFund 2015

                 

Seligman TargETFund Core

                 

Seligman Asset Allocation Series, Inc.

                 

Seligman Asset Allocation Aggressive Growth Fund

                 

Seligman Asset Allocation Balanced Fund

                 

Seligman Asset Allocation Growth Fund

                 

Seligman Asset Allocation Moderate Growth Fund

                 

Seligman Value Fund Series, Inc.

                 

Seligman Large-Cap Value Fund

                 

Seligman Smaller-Cap Value Fund

                 

Seligman Portfolios, Inc.

                 

Seligman Capital Portfolio

                 

Seligman Cash Management Portfolio

                 

Seligman Common Stock Portfolio

                 

Seligman Communications and Information Portfolio

                 

Seligman Global Technology Portfolio

                 

Seligman International Growth Portfolio

                 

Seligman Investment Grade Fixed Income Portfolio

                 

Seligman Large-Cap Value Portfolio

                 

Seligman Smaller-Cap Value Portfolio

                 

 

A-2


Appendix B

More Information on RiverSource and Seligman

RiverSource currently manages certain funds with investment objectives similar to those of the Seligman Funds. The table below sets forth each such fund, its net assets as of June 30, 2008, its currently effective annual rate of management fee, and any currently effective management fee waivers.

 

Seligman Fund

Name/RiverSource

Fund Name

 

Net Assets

 

Management Fee

 

Management Fee Waiver

[To come]

RiverSource’s principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is c/o RiverSource Investments LLC, 200 Ameriprise Financial Center, Minneapolis, MN.

 

Name

 

Principal Occupation

Patrick T. Bannigan

  Director and Senior Vice President-Asset Management, Products and Marketing of RiverSource Investments, LLC. Mr. Bannigan is also Director, and Vice President - Asset Management, Products and Marketing for RiverSource Distributors, Inc. and President of the RiverSource Funds.

Peter A. Gallus

  Senior Vice President and Chief Operating Officer of RiverSource Investments, LLC. Mr. Gallus is also Vice President - Investment Administration for Ameriprise Financial and Vice President - CAO Investment Management for Ameriprise Financial Services. Mr. Gallus also serves as Assistant Vice President of the RiverSource Funds.

Christopher P. Keating

  Director, Vice President and Head of Institutional Sales, Client Service and Consultant Relationships of RiverSource Investments, LLC.

Michelle Keeley

  Director and Executive Vice President – Equities and Fixed Income of RiverSource Investments, LLC. Ms. Keeley is also Executive Vice President – Equities and Fixed Income of Ameriprise Financial and Vice President - Investments of the Ameriprise Certificate Company. Ms. Keeley also serves as Vice President of the RiverSource Funds.

Brian J. McGrane

  Director, Vice President and Chief Financial Officer of RiverSource Investments, LLC. Mr. McGrane is also Senior Vice President and Lead Financial Officer for Ameriprise Financial.

Jennifer D. Lammers

  Chief Compliance Officer of RiverSource Investments, LLC. Ms. Lammers is also U.S. Asset Management Chief Compliance Officer for Ameriprise Financial and Chief Compliance Officer for the RiverSource Funds, Ameriprise Certificate Company and Kenwood Capital Management LLC.

Scott R. Plummer

  Chief Legal Officer of RiverSource Investments, LLC. Mr. Plummer is also Vice President and Chief Counsel, Asset Management for Ameriprise Financial and Vice President, General Counsel and Secretary of the RiverSource Funds and Ameriprise Certificate Company.

 

B-1


Name

 

Principal Occupation

William F. Truscott

  President, Chairman of the Board and Chief Investment Officer of RiverSource Investments, LLC. Mr. Truscott is also President – U.S. Asset Management and Chief Investment Officer of Ameriprise Financial, Chairman of the Board, Chief Executive Officer and President of RiverSource Distributors and Director, President and Chief Executive Officer of the Ameriprise Certificate Company. Mr. Truscott also serves as a Board Member and Vice President of the RiverSource Funds.

Seligman’s principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is c/o 100 Park Avenue, New York, New York 10017.

 

Name

  

Principal Occupation

Michael J. Alpert

   Managing Director and Portfolio Manager, J. & W. Seligman & Co. Incorporated

John H. Clark

   Managing Director, Director and Chief Administrative Officer, J. & W. Seligman & Co. Incorporated; Director of Seligman Advisors, Inc. and Seligman Services, Inc.

John B. Cunningham

   Managing Director, Chief Investment Officer and Portfolio Manager, J. & W. Seligman & Co. Incorporated

Neil T. Eigen

   Director and Managing Director, J. & W. Seligman & Co. Incorporated; Director of Seligman Advisors, Inc. and Seligman Services, Inc.

Paul B. Goucher

   Director, Managing Director, General Counsel and Corporate Secretary, J. & W. Seligman & Co. Incorporated; Corporate Secretary of Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp.

Charles W. Kadlec

   Director and Managing Director, J. & W. Seligman & Co. Incorporated; Director of Seligman Advisors, Inc., Director and President of Seligman Services, Inc.

J. Eric Misenheimer

   Managing Director and Portfolio Manager, J. & W. Seligman & Co. Incorporated

Thomas G. Moles

   Managing Director, Director and Portfolio Manager, J. & W. Seligman & Co. Incorporated; Director of Seligman Advisors, Inc., Director and Vice President of Seligman Services, Inc.

William C. Morris*

   Chairman and Director, J. & W. Seligman & Co. Incorporated; Chairman of the Board and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Chairman and Director, Seligman Advisors, Inc., Seligman Services, Inc. and Carbo Ceramics, Inc. (manufacturer of ceramic proppants for oil and gas industry); Director, Seligman Data Corp.

Francis L. Mustaro

   Managing Director and Portfolio Manager, J. & W. Seligman & Co. Incorporated

Albert A. Pisano

   Senior Vice President, Law and Regulation and Chief Compliance Officer, J. & W. Seligman & Co. Incorporated; Senior Vice President and Chief Compliance Officer of Seligman Advisors, Inc. and Seligman Services, Inc.

Thomas G. Rose

   Managing Director and Chief Financial Officer, J. & W. Seligman & Co. Incorporated

Rodney G.D. Smith

   Managing Director and Director, J. & W. Seligman & Co. Incorporated;, Director, Seligman Advisors, Inc. and Seligman Services, Inc.

David F. Stein

   Director and Vice Chairman, J. & W. Seligman & Co. Incorporated; Director, Seligman Services, Inc. and Seligman Advisors, Inc.

Erik J. Voss

   Managing Director and Portfolio Manager, J. & W. Seligman & Co. Incorporated

Paul H. Wick

   Director, Managing Director and Portfolio Manager, J. & W. Seligman & Co. Incorporated

Brian T. Zino

   Director and President, J. & W. Seligman & Co. Incorporated; Director, Seligman Advisors, Inc. and Seligman Services, Inc.; Chairman and Director, Seligman Data Corp.

 

*

Mr. Morris owns approximately 55% of the stock of Seligman.

 

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Appendix C

Information Regarding the Subadvisers

LaSalle U.S.

LaSalle U.S.’s principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is c/o 100 East Pratt Street, Baltimore, Maryland 21202.

 

Name

  

Principal Occupation

David Doherty

   Chief Compliance Officer, LaSalle Investment Management (Securities), L.P.

Stanley Kraska, Jr.

   Director and Chief Operation Officer, LaSalle Investment Management (Securities), L.P.

Keith Pauley

   Director, LaSalle Investment Management (Securities), L.P.

Gordon Repp

   Chief Legal Officer, LaSalle Investment Management (Securities), L.P.

Joseph J. Romenesko.

   Treasurer, LaSalle Investment Management (Securities), L.P.

Kimball C. Woodrow

   Director and Chief Executive Officer, LaSalle Investment Management (Securities), L.P.

LaSalle B.V.

LaSalle B.V.’s principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is c/o Herengracht 471, 1017 BS Amsterdam, The Netherlands.

 

Name

  

Principal Occupation

Ernst-Jan De Leeuw

   Director, LaSalle Investment Management Securities B.V.

David Doherty

   Chief Compliance Officer, LaSalle Investment Management Securities B.V.

Robert Lafors

   Managing Director, LaSalle Investment Management Securities B.V.

Gordon Repp

   Chief Legal Officer, LaSalle Investment Management Securities B.V.

Matthew Sgrizzi

   Director, LaSalle Investment Management Securities B.V.

LaSalle U.S. and LaSalle B.V. are 100% indirectly owned subsidiaries of Jones Lang LaSalle Incorporated. The address of Jones Lang LaSalle Incorporated is 200 East Randolph Drive, Chicago, Illinois 60601.

Wellington

Wellington’s principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is c/o 75 State Street, Boston, MA 02109.

 

Name

  

Principal Occupation

Karl E. Bandtel

   Partner and Executive Committee Member of Wellington Management Company, LLP

 

C-1


Name

  

Principal Occupation

Cynthia M. Clarke

   Partner and Chief Legal Officer of Wellington Management Company, LLP

Lucius T. Hill

   Partner and Executive Committee Member of Wellington Management Company, LLP

James P. Hoffman

   Partner and Executive Committee Member of Wellington Management Company, LLP

Jean M. Hynes

   Partner and Executive Committee Member of Wellington Management Company, LLP

Selwyn J. Notelovitz

   Partner and Chief Compliance Officer of Wellington Management Company, LLP

Saul J. Pannell

   Partner and Executive Committee Member of Wellington Management Company, LLP

Phillip H. Perelmuter

   Partner and Executive Committee Member of Wellington Management Company, LLP

John R. Ryan

   Partner and Executive Committee Member of Wellington Management Company, LLP

Edward J. Steinborn

   Partner and Chief Financial Officer of Wellington Management Company, LLP

Brendan J. Swords

   Partner and Executive Committee Member of Wellington Management Company, LLP

Perry M. Traquina

   Partner, President, CEO and Executive Committee Member of Wellington Management Company, LLP

 

C-2


Appendix D

Dates Upon Which Current Management Agreement and Current Subadvisory Agreements

Were Last Approved by Stockholders

Current Management Agreement

 

Fund

  

Date of Last Approval

Seligman Capital Fund

   September 25, 2002

Seligman Cash Management Fund

   April 10, 1991

Seligman Common Stock Fund

   December 12, 1995

Seligman Communications and Information Fund

   February 7, 1996

Seligman Frontier Fund

   December 12, 1995

Seligman Global Fund Series, Inc.

  

Seligman Emerging Markets Fund

   December 4, 2003

Seligman Global Growth Fund

   December 4, 2003

Seligman Global Smaller Companies Fund

   December 4, 2003

Seligman Global Technology Fund

   May 9, 1994

Seligman International Growth Fund

   December 4, 2003

Seligman Growth Fund, Inc.

  

Seligman High Income Fund Series

  

Seligman High-Yield Fund

   December 12, 1995

Seligman U.S. Government Securities Fund

   December 16, 1988

Seligman Income and Growth Fund

   December 12, 1995

Seligman Core Fixed Income Fund

   August 27, 2001

Seligman LaSalle Real Estate Fund Series, Inc.

  

Seligman LaSalle Global Real Estate Fund

   December 27, 2006

Seligman LaSalle Monthly Dividend Real Estate Fund

   July 2, 2003

Seligman New Jersey Municipal Fund, Inc.

   December 16, 1988

Seligman Pennsylvania Municipal Fund Series

   December 16, 1988

Seligman Municipal Fund Series, Inc

  

Seligman National Municipal Fund

   December 16, 1988

Seligman Colorado Municipal Fund

   December 16, 1988

Seligman Georgia Municipal Fund

   December 16, 1988

Seligman Louisiana Municipal Fund

   December 16, 1988

Seligman Maryland Municipal Fund

   December 16, 1988

Seligman Massachusetts Municipal Fund

   December 16, 1988

Seligman Michigan Municipal Fund

   December 16, 1988

Seligman Minnesota Municipal Fund

   December 16, 1988

Seligman Missouri Municipal Fund

   December 16, 1988

Seligman New York Municipal Fund

   December 16, 1988

Seligman Ohio Municipal Fund

   December 16, 1988

Seligman Oregon Municipal Fund

   December 16, 1988

Seligman South Carolina Municipal Fund

   December 16, 1988

Seligman Municipal Series Trust

  

Seligman California High-Yield Municipal Series

   December 15, 1988

Seligman California Quality Municipal Series

   December 15, 1988

Seligman Florida Municipal Series

   December 15, 1988

Seligman North Carolina Municipal Series

   December 15, 1988

Seligman TargetHorizon ETF Portfolios, Inc.

  

Seligman TargETFund 2045

   September 21, 2006

Seligman TargETFund 2035

   September 21, 2006

Seligman TargETFund 2025

   September 15, 2005

Seligman TargETFund 2015

   September 15, 2005

 

D-1


Fund

  

Date of Last Approval

Seligman TargETFund Core

   September 15, 2005

Seligman Asset Allocation Series, Inc.

  

Seligman Asset Allocation Aggressive Growth Fund

   December 15, 1995

Seligman Asset Allocation Balanced Fund

   December 15, 1995

Seligman Asset Allocation Growth Fund

   December 15, 1995

Seligman Asset Allocation Moderate Growth Fund

   December 15, 1995

Seligman Value Fund Series, Inc.

  

Seligman Large-Cap Value Fund

   April 7, 1997

Seligman Smaller-Cap Value Fund

   April 7, 1997

Seligman Portfolios, Inc.

  

Seligman Capital Portfolio

   December 16, 1998

Seligman Cash Management Portfolio

   December 16, 1998

Seligman Common Stock Portfolio

   December 16, 1998

Seligman Communications and Information Portfolio

   []

Seligman Global Technology Portfolio

   []

Seligman International Growth Portfolio

   December 4, 2003

Seligman Investment Grade Fixed Income Portfolio

   December 16, 1998

Seligman Large-Cap Value Portfolio

   April 30, 1998

Seligman Smaller-Cap Value Portfolio

   April 30, 1998

Current Subadvisory Agreements

 

Fund

  

Date of Last Approval

Seligman Emerging Markets Fund

   December 4, 2003

Seligman Global Growth Fund

   December 4, 2003

Seligman Global Smaller Companies Fund

   December 4, 2003

Seligman International Growth Fund

   December 4, 2003

Seligman International Growth Portfolio

   December 4, 2003

Seligman LaSalle Monthly Dividend Real Estate Fund

   July 2, 2003

 

D-2


Appendix E

Form of Proposed Advisory Agreement

FORM OF

INVESTMENT MANAGEMENT SERVICES AGREEMENT

This Agreement dated as of                     , is by and between RiverSource Investments, LLC (the “Investment Manager”), a Minnesota limited liability company and [name of Registrant] (the “Registrant”), [a                  corporation], [on behalf of its underlying series listed in Schedule A (the term “Fund” or “Funds” is used to refer to either the Registrant or its underlying series, as context requires)].

Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES

 

(1) The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, to furnish the Fund continuously with investment advice; to determine, consistent with the Fund’s investment objectives and policies, which securities in the Investment Manager’s discretion shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to prepare and make available to the Fund all necessary research and statistical data in connection therewith; to furnish all other services of whatever nature required in connection with the management of the Fund as provided under this Agreement; and to pay such expenses as may be provided for in Part Three; subject always to the direction and control of the Board of Directors (the “Board”) and the authorized officers of the Fund. The Investment Manager agrees to maintain an adequate organization of competent persons to provide the services and to perform the functions herein mentioned and to maintain adequate oversight over any service providers including subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board deems appropriate for the purpose of reviewing the Investment Manager’s performance under this Agreement. The Fund agrees that the Investment Manager may subcontract for certain of the services described under this Agreement with the understanding that there shall be no diminution in the quality or level of services and also with the understanding, that the Investment Manager shall obtain such approval from the Fund’s Board and/or its stockholders as is required by law, rules and regulations promulgated thereunder, terms of the Agreement, resolutions of the Board and commitments of the Investment Manager.

 

(2) The Investment Manager agrees that the investment advice and investment decisions will be in accordance with general investment policies of the Fund as disclosed to the Investment Manager from time to time by the Fund and as set forth in the prospectus and registration statement filed with the United States Securities and Exchange Commission (the “SEC”).

 

(3) The Investment Manager agrees to provide such support as required or requested by the Board in conjunction with voting proxies solicited by or with respect to the issuers of securities in which the Funds assets may be invested from time to time. In the event that the Board, in its sole discretion, delegates proxy voting authority to the Investment Manager, the Investment Manager will determine how voting and other rights with respect to securities in which the Funds assets may be invested from time to time will be exercised, subject to the control of the Board. Absent such a delegation, the Board will exercise sole voting power with respect to all such proxies.

 

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(4) The Investment Manager agrees that it will maintain all required records, memoranda, instructions or authorizations relating to the management of the assets for the Fund including the acquisition or disposition of securities, proxy voting and safekeeping of assets.

 

(5) The Fund agrees that it will furnish to the Investment Manager any information that the latter may reasonably request with respect to the services performed or to be performed by the Investment Manager under this Agreement.

 

(6) In selecting broker-dealers for execution, the Investment Manager will seek to obtain best execution for securities transactions on behalf of the Fund, except where otherwise directed by the Board. In selecting broker-dealers to execute transactions, the Investment Manager will consider not only available prices (including commissions or mark-up), but also other relevant factors such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealer’s risk in positioning a block of securities, the broker-dealer’s execution service rendered on a continuing basis and in other transactions, the broker-dealer’s expertise in particular markets, and the broker-dealer’s ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, the Investment Manager may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that the Investment Manager determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. The Investment Manager shall not consider the sale or promotion of shares of the Fund, or other affiliated products, as a factor in the selection of broker-dealers through which transactions are executed.

 

(7) Except for bad faith, intentional misconduct or negligence in regard to the performance of its duties under this Agreement, neither the Investment Manager, nor any of its respective directors, officers, partners, principals, employees, or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its stockholders or creditors. Each of the Investment Manager, and its respective directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. The Fund understands and acknowledges that the Investment Manager does not warrant any rate of return, market value or performance of any assets in the Fund. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Fund may have under such laws or regulations.

Part Two: COMPENSATION TO THE INVESTMENT MANAGER

 

(1) The Fund agrees to pay to the Investment Manager, and the Investment Manager covenants and agrees to accept from the Fund in full payment for the services furnished, a fee as set forth in Schedule A.

 

(2) The fee shall be paid on a monthly basis and, in the event of the termination of this Agreement, in whole or in part with respect to any Fund, the fee accrued shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

 

E-2


(3) The fee provided for hereunder shall be paid in cash by the Fund to the Investment Manager within five business days after the last day of each month.

Part Three: ALLOCATION OF EXPENSES

 

(1) The Fund agrees to pay:

 

  (a) Fees payable to the Investment Manager for its services under the terms of this Agreement.

 

  (b) Taxes.

 

  (c) Brokerage commissions and charges in connection with the purchase and sale of assets.

 

  (d) Custodian fees and charges.

 

  (e) Premium on the bond required by Rule 17g-1 under the Investment Company Act of 1940.

 

  (f) Fees and expenses of attorneys (i) it employs in matters not involving the assertion of a claim by a third party against the Fund, its Board members and officers, (ii) it employs in conjunction with a claim asserted by the Board against the Investment Manager, except that the Investment Manager shall reimburse the Fund for such fees and expenses if it is ultimately determined by a court of competent jurisdiction, or the Investment Manager agrees, that it is liable in whole or in part to the Fund, (iii) it employs to assert a claim against a third party, and (iv) it or the Investment Manager employs, with the approval of the Board, to assist in the evaluation of certain investments or other matters related to the management of the Fund.

 

  (g) Fees paid for the qualification and registration for public sale of the securities of the Fund under the laws of the United States and of the several states in which such securities shall be offered for sale.

 

  (h) Fees of consultants employed by the Fund.

 

  (i) Board member, officer and employee expenses which shall include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, and all other benefits paid to or provided for Board members, officers and employees, directors and officers liability insurance, errors and omissions liability insurance, worker’s compensation insurance and other expenses applicable to the Board members, officers and employees, except the Fund will not pay any fees or expenses of any person who is an officer or employee of the Investment Manager or its affiliates.

 

  (j) Filing fees and charges incurred by the Fund in connection with filing any amendment to its organizational documents, or incurred in filing any other document with the state where the Fund is organized or its political subdivisions.

 

  I Organizational expenses of the Fund.

 

  (l) Expenses incurred in connection with lending portfolio securities of the Fund.

 

  (m) Expenses properly payable by the Fund, approved by the Board.

 

E-3


  (n) Other expenses payable by the Fund pursuant to separate agreement of the Fund and any of its service providers.

 

(2) Unless the Fund is obligated to pay an expense pursuant to Part Three, Section I, above, the Investment Manager agrees to pay all expenses associated with the services it provides under the terms of this Agreement.

Part Four: MISCELLANEOUS

 

(1) The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Fund.

 

(2) A “full business day” shall be as defined in the By-laws of the Fund.

 

(3) The Fund acknowledges that the Investment Manager and its affiliates may perform investment advisory services for other clients, so long as the Investment Manager’s services to the Fund under this Agreement are not impaired thereby. The Investment Manager and its affiliates may give advice or take action in the performance of duties to other clients that may differ from advice given, or the timing and nature of action taken, with respect to the Fund, and that the Investment Manager and its affiliates may trade and have positions in securities of issuers where the Fund may own equivalent or related securities, and where action may or may not be taken or recommended for the Fund. Nothing in this Agreement shall be deemed to impose upon the Investment Manager or any of its affiliates any obligation to purchase or sell, or recommend for purchase or sale for the Fund, any security or any other property that the Investment Manager or any of its affiliates may purchase, sell or hold for its own account or the account of any other client. Notwithstanding any of the foregoing, the Investment Manager shall allocate investment opportunities among its clients, including the Fund, in an equitable manner, consistent with its fiduciary obligations. By reason of their various activities, the Investment Manager and its affiliates may from time to time acquire information about various corporations and their securities. The Fund recognizes that the Investment Manager and its affiliates may not always be free to divulge such information, or to act upon it.

 

(4) Neither this Agreement nor any transaction pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or stockholders of the Fund are or may be interested in the Investment Manager or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of the Investment Manager are or may be interested in the Fund as Board members, officers, stockholders, or otherwise; or that the Investment Manager or any successor or assignee, is or may be interested in the Fund as stockholder or otherwise, provided, however, that neither the Investment Manager, nor any officer, Board member or employee thereof or of the Fund, shall sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations or orders of the SEC.

 

(5) Any notice under this Agreement shall be given in writing, addressed, and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such, at such party’s principal place of business in Minneapolis, Minnesota, or to such other address as either party may designate in writing mailed to the other.

 

(6) The Investment Manager agrees that no officer, director or employee of the Investment Manager will deal for or on behalf of the Fund with himself as principal or agent, or with any corporation or partnership in which he may have a financial interest, except that this shall not prohibit:

 

  (a) Officers, directors or employees of the Investment Manager from having a financial interest in the Fund or in the Investment Manager.

 

E-4


  (b) The purchase of securities for the Fund, or the sale of securities owned by the Fund, through a security broker or dealer, one or more of whose partners, officers, directors or employees is an officer, director or employee of the Investment Manager, provided such transactions are handled in the capacity of broker only and provided commissions charged do not exceed customary brokerage charges for such services.

 

  (c) Transactions with the Fund by a broker-dealer affiliate of the Investment Manager as may be allowed by rule or order of the U.S. Securities and Exchange Commission and if made pursuant to procedures adopted by the Board.

 

(7) The Investment Manager agrees that, except as herein otherwise expressly provided or as may be permitted consistent with the use of a broker-dealer affiliate of the Investment Manager under applicable provisions of the federal securities laws, neither it nor any of its officers, directors or employees shall at any time during the period of this Agreement, make, accept or receive, directly or indirectly, any fees, profits or emoluments of any character in connection with the purchase or sale of securities (except shares issued by the Fund) or other assets by or for the Fund.

 

(8) All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to third parties, except as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to the Investment Manager under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where it is necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Investment Manager to do so. The Investment Manager may share information with its affiliates in accordance with its privacy policies in effect from time to time.

 

(9) This Agreement shall be governed by the laws of the State of Minnesota.

Part Five: RENEWAL AND TERMINATION

 

(1) This Agreement shall continue in effect until [DATE – two years from date of agreement] or until a new agreement is approved by a vote of the majority of the outstanding shares of the Fund and by vote of the Board, including the vote required by (b) of this paragraph, and if no new agreement is so approved, this Agreement shall continue from year to year thereafter unless and until terminated by either party as hereinafter provided, except that such continuance shall be specifically approved at least annually (a) by the Board or by a vote of the majority of the outstanding shares of the Fund and (b) by the vote of a majority of the Board members who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. As used in this paragraph, the term “interested person” shall have the same meaning as set forth in the Investment Company Act of 1940, as amended, and the rules promulgated thereunder (the “1940 Act”). As used in this agreement, the term “majority of the outstanding shares of the Fund” shall have the same meaning as set forth in the 1940 Act.

 

(2) This Agreement may be terminated, with respect to each underlying series of the Fund, by either the Fund or the Investment Manager at any time by giving the other party 60 days’ written notice of such intention to terminate, provided that any termination shall be made without the payment of any penalty, and provided further that termination may be effected either by the Board or by a vote of the majority of the outstanding voting shares of the Fund.

 

E-5


(3) This Agreement shall terminate in the event of its assignment, the term “assignment” for this purpose having the same meaning as set forth in the 1940 Act.

 

(4) Non-material amendments or modifications to this Agreement as may be permitted by the 1940 Act will only be made effective upon written agreement executed by the Investment Manager and the Board.

 

E-6


IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.

 

[NAME OF REGISTRANT]
By:  

 

  Patrick T. Bannigan
  President
RIVERSOURCE INVESTMENTS, LLC
By:  

 

  William F. Truscott
  President and Chief Investment Officer

 

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Schedule A

Asset Charge

The asset charge for each calendar day of each year shall be equal to the total of 1/365th (1/366th in each leap year) of the amount computed in accordance with the fee schedule in the table, below:

 

Fund

   Net Assets (billions)     Annual rate at
each asset level
 

[list fund(s)]

   [insert schedule ]   [insert fees ]

The computation shall be made for each calendar day on the basis of net assets as of the close of the preceding day. In the case of the suspension of the computation of net asset value, the fee for each calendar day during such suspension shall be computed as of the close of business on the last full day on which the net assets were computed. Net assets as of the close of a full day shall include all transactions in shares of the Fund recorded on the books of the Fund for that day.

 

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Form of Proposed Subadvisory Agreement

(Seligman LaSalle Monthly Dividend Real Estate Fund)

SUBADVISORY AGREEMENT

SUBADVISORY AGREEMENT, dated                      between RIVERSOURCE INVESTMENTS, LLC, a Minnesota limited liability company (the “Manager”) and LASALLE INVESTMENT MANAGEMENT (SECURITIES), L.P., a Maryland limited partnership (the “Subadviser”).

WHEREAS, the Manager has entered into an Investment Management Services Agreement, dated as of the date hereof (the “Management Agreement”), with Seligman LaSalle Real Estate Fund Series, Inc. (the “Corporation”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), to render or contract to obtain assistance in rendering investment management services to Seligman LaSalle Monthly Dividend Real Estate Fund (the “Fund”), a separate series of the Corporation, and to administer the business and other affairs of the Fund; and

WHEREAS, the Manager desires to retain the Subadviser to assist in providing investment advisory and other services to the Fund, and the Subadviser is willing to render such services, effective as of the commencement of the Fund’s operations (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.  Duties of the Subadviser.  (a) Subject in each case to the control of the Board of Directors of the Corporation (the “Board”) and in accordance with the objectives, policies and principles set forth in the Registration Statement and Prospectus(es) of the Fund (the “Registration Statement”) and the requirements of the 1940 Act, and in conjunction with and under the supervision of the Manager, the Subadviser agrees to furnish the Manager and the Fund with such investment advice, research and assistance as the Manager or the Fund shall from time to time reasonably request. Without limiting the generality of the foregoing, Subadviser shall manage the investments of the Fund in accordance with the Registration Statement and in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”), and such other limitations as the Manager or the Board may institute and inform the Subadviser in writing are applicable.

(b) Subject to the foregoing, the Subadviser shall (i) participate in the development of the Fund’s overall investment strategy and in the determination of investment allocations, (ii) provide investment advice and research to the Fund with respect to existing and potential investments in securities, including company visits and meetings with management, (iii) determine securities and other assets for investment, (iv) select brokers and dealers, and (v) cause the execution of trades; provided that, until Subadviser is notified otherwise by the Manager, the Manager shall determine (in consultation with the Subadviser) the amount of assets that shall be Uninvested Assets (as defined below) of the Fund and retain the authority and responsibility for investment and reinvestment of Uninvested Assets. In providing these services, the Subadviser will conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund’s assets. The Subadviser will make available representatives to report in person to the Board at least semi-annually on investment results, regulatory compliance with respect to the Fund’s investments and other matters that the Manager or the Board may reasonably request. The

 

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Subadviser shall also provide such reports and other information to the Manager or the Board as such persons may reasonably request. For purposes of this Section 1(b), “Uninvested Assets” means any assets of the Fund that are in cash, cash equivalents or money market instruments.

(c) The Subadviser agrees to provide, subject to any obligations or undertakings by the Manager reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Fund which may be reasonably necessary, under applicable laws, to allow the Corporation or its agent to present historical performance information concerning the Subadviser’s substantially similarly managed accounts and funds, for inclusion in the Fund’s Prospectus(es) and any other reports and materials prepared by the Corporation or its agent, in accordance with regulatory requirements or as requested by applicable federal or state regulatory authorities.

(d) Portfolio accounting and pricing for the Fund will be the ultimate responsibility of a third party accounting agent or administrator; however, in the event that an asset under the supervision of the Subadviser cannot be priced by a pricing source authorized by the Manager or market quotations are not readily available (as contemplated in the Fund’s valuation procedures), the Subadviser will provide the third party accounting agent or administrator with the “fair value” for such asset in accordance with the Fund’s valuation procedures. With respect to Fund investments under the supervision of the Subadviser, the Subadviser shall provide reasonable assistance to the Manager and the Fund’s custodians (“Custodians”), third party accounting agents and administrators to assist in trade settlement, dividend processing and corporate actions affecting the Fund’s investments and will provide to the Manager and such Custodians, third party accounting agents or administrators executed trade information which may be transmitted by computer or other acceptable electronic medium. Subadviser will not be responsible for any loss to the extent incurred by reason of any act or omission of any of the third party accounting agents or administrators or Custodians and will not take custody of any Fund investments.

(e) The Subadviser agrees to keep, and to preserve for the prescribed periods, all records relating to its activities hereunder that are required by the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Subadviser hereby agrees that any and all records which it maintains for the Fund are the property of the Corporation and further agrees to surrender promptly to the Corporation copies of any of such records upon the Fund’s or the Manager’s request, provided, however, that Subadviser may retain copies of any records. Nothing herein shall prohibit the Subadviser from using the performance track record of the Fund, including following any termination of this Agreement, to the extent such use is otherwise consistent with applicable law, rules and regulations.

(f) With respect to any investment company in the RiverSource complex of funds, (i) the Subadviser will not consult with any other subadviser to that investment company (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that investment company in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) if the Subadviser and any other subadviser are providing investment advice to that investment company, the investment advice provided by Subadviser to that investment company will be limited to the assets for which Subadviser is responsible. The Manager shall provide a current list of all subadvisers to the RiverSource complex of funds to the Subadviser and shall update such list promptly upon any additions or departures of subadvisers to the RiverSource complex of funds.

 

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(g) The Subadviser shall exercise its best judgment in rendering its services described in this Agreement. However, subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of its duties under this Agreement except for willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement; provided, however, that the Subadviser shall be liable for any loss incurred by the Fund, the Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to the Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund.

2.  Expenses.  The Subadviser shall furnish at its own expense, (i) all necessary investment and management facilities, including salaries of clerical and other personnel required for it to execute its duties hereunder, (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment advisory affairs of the Fund, and (iii) all travel expenses in connection with its services to the Fund. Except for expenses specifically assumed or agreed to be paid by the Subadviser under this Agreement, the Subadviser shall not be liable for any expenses of the Manager or the Fund including, without limitation, (i) interest and taxes, (ii) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments with respect to the Fund, and (iii) custodian, third party accounting agent or administrator fees and expenses.

3.  Compensation.  (a) As compensation for the services performed by the Subadviser pursuant to Section 1, the Manager will pay to the Subadviser each month a fee equal to 50% of the amount of the investment management fee payable to the Manager with respect to that month pursuant to the terms of the Management Agreement then in effect. Such compensation shall be paid by the Manager to the Subadviser as soon as practicable following receipt by the Manager of its investment management fees from the Fund (but no later than 10 business days following such receipt).

(b) If the Subadviser shall serve hereunder for less than the whole of any month, the fee hereunder shall be prorated.

(c) Any fee payable to the Subadviser under this Agreement shall be paid to the Subadviser or to an affiliate of the Subadviser at an address or to an account designated by the Subadviser.

4.  Purchase and Sale of Assets.  (a) The Subadviser shall purchase securities and other assets from or through and sell securities or other assets to or through such persons, brokers or dealers as the Subadviser shall deem appropriate in order to carry out the policy with respect to allocation of portfolio transactions as set forth in the Registration Statement and as the Board may direct from time to time. In providing the Fund with investment management and supervision, it is recognized that the Subadviser will seek best execution and, consistent with such policy, may give consideration to the research, statistical and other services furnished by brokers or dealers to the Subadviser for its use, to the general attitude of brokers or dealers toward investment companies and their support of them, and to such other considerations as the Board may direct or authorize from time to time.

Notwithstanding the above, it is understood that it may be desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analysis provided by brokers who execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities of the Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients as well as the Fund.

 

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(b) Subadviser will not be responsible for any act or omission by brokers and dealers selected by the Subadviser in accordance with Section 1(g) of this Agreement, provided that such brokers or dealers were selected with reasonable care.

(c) Subadviser may, to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate securities to be sold or purchased on behalf of the Fund with those of other clients.

5.  Subadviser’s Representations.  Subadviser represents, warrants and covenants to Corporation and the Manager that:

(a) It is duly formed, validly existing and in good standing under the laws of the State of Maryland and has full power and authority to enter into and perform its obligations under this Agreement;

(b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c) It is registered as an investment adviser under the Advisers Act;

(d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

(e) It shall deliver to the Corporation and the Manager (i) a copy of Subadviser’s Form ADV, Part II (or similar disclosure document) and each update thereof, (ii) Subadviser’s proxy voting policies and each update thereof, (iii) Subadviser’s Code of Ethics, including any code adopted under Rule 17j-1 of the 1940 Act, and each update thereof and (iv) such other information (e.g., disclosures, policies, violations of Code of Ethics or other materials) as reasonably requested by the Manager or the Board to the extent such information is required to be delivered or made available under the 1940 Act or Advisers Act or rules and regulations promulgated thereunder or in connection therewith;

(f) Its Form ADV and each investment performance composite and accompanying disclosures provided by the Subadviser to the Manager or the Board include all material information that is required to be stated therein or necessary to make the statements therein not misleading;

(g) It shall not execute trades with broker-dealers who are “affiliated persons” (within the meaning of the 1940 Act) of the Subadviser, without the prior approval of the Manager and, to the extent necessary to comply with the 1940 Act, the Board;

(h) It shall notify the Manager and the Board of any change in the membership of its partnership within a reasonable time after such change;

(i) It has adopted procedures reasonable necessary to prevent “access persons” (within the meaning of Rule 17j-1) from violating its Code of Ethics; and

(j) It will promptly notify the Manager in writing in the event that any of the foregoing ceases to be true.

6.  Manager’s Representations.  Manager represents, warrants and covenants to Subadviser that:

(a) It is duly formed, validly existing and in good standing under the laws of the State of Minnesota and has full power and authority to enter into and perform its obligations under this Agreement;

 

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(b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c) It is registered as an investment adviser under the Advisers Act;

(d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

(e) Assuming the accuracy of the representations, warranties and covenants of the Subadviser contained herein and the due performance of the Subadviser of its obligations hereunder, the Fund’s Registration Statement, to Manager’s best knowledge, is in compliance in all material respects with applicable federal and state laws and regulations.

(f) It will promptly notify the Subadviser in writing in the event that any of the foregoing ceases to be true.

7.  Service to Other Clients.  The services of the Subadviser are not to be deemed exclusive to the Fund, it being understood that the Subadviser may perform investment advisory services for various other clients, and it is acknowledged that the Subadviser may give advice and take action with respect to any of its other clients which may differ or be contrary to, advice given, or from timing or nature of actions taken, with respect to the assets of the Fund. To the extent permitted by applicable law, Subadviser may purchase, or recommend purchase, for the Fund securities owned by the Subadviser, its partners or affiliates, securities of companies for which an affiliate or Subadviser acts as financial adviser or performs other investment banking services, or securities of companies where partners or employees of Subadviser, or its affiliates, serve on the board of directors.

8.  Delivery of Documents and Notice of Events.  The Manager agrees to promptly furnish the Subadviser with the Management Agreement, the Fund’s Articles of Incorporation and Bylaws, the Fund’s Registration Statement, the Fund’s prospectus(es) and Statement of Additional Information, proxy statements, reports to stockholders, any policies properly Board authorized affecting management and any other items reasonably requested by the Subadviser. The Manager further agrees to promptly provide the Subadviser with copies of all amendments of or supplements to all of the foregoing.

9.  Indemnification.  (a) Subadviser agrees to hold harmless and indemnify the Manager from and against any loss or damages arising out of Subadviser’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on Subadviser’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

(b) The Manager agrees to hold harmless and indemnify Subadviser from and against any loss or damages arising out of the Manager’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on the Manager’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

(c) The Manager acknowledges and agrees that the Subadviser makes no representation, warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard index, including other clients of the Subadviser, whether public or private.

 

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10.  Cooperation and Provision of Certain Information.  The Subadviser shall promptly notify the Manager (1) in the event the SEC or other governmental authority has censured the Subadviser; placed limitations upon its activities, functions or operations; suspended or revoked its registration, if any, as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. The Manager shall promptly notify the Subadviser (1) in the event the SEC or other governmental authority has censured the Manager; placed limitations upon its activities, functions or operations; suspended or revoked its registration, if any, as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. The Subadviser further agrees to notify the Manager promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect. As reasonably requested by the Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide assistance to, the Manager or the Corporation as needed in order for the Manager and the Corporation to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder.

11.  Use of Names.  The Subadviser shall not use the name, logo, insignia, or other identifying mark of the Corporation, the Fund or the Manager or any of their affiliates or any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Manager or any of its affiliates in material relating to the Subadviser in any manner not approved prior thereto by the Manager; provided, however, that the Manager shall approve all uses of its or the Corporation’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser thereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Manager shall not use the name, logo, insignia, or other identifying mark of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Corporation in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission, and Subadviser hereby expressly consents to the use of its name in the name of the Fund and the Corporation; and provided, further that in no event shall such approval be unreasonably withheld. The Manager and the Fund acknowledge and agree that the Subadviser may withdraw the use of its name in the Fund and the Corporation should it cease to act as subadviser to the Fund.

12.  Notices.  Any notice required or permitted hereunder shall, unless expressly permitted otherwise hereunder, be in writing and shall be given by personal service, mail, telex, or facsimile to the other party as set forth below. Notice shall be effective upon receipt if by mail, on the date of personal delivery (by private messenger, courier service or otherwise), or upon receipt of telex or facsimile, whichever occurs first.

Notice to the Manager shall be to:

RiverSource Investments, LLC

c/o Ameriprise Financial, Inc.

251 Ameriprise Financial Center

Minneapolis, MN 55474

Attn: President

 

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Notice to the Subadviser shall be to:

LaSalle Investment Management (Securities), L.P.

100 East Pratt Street

Baltimore, Maryland 21202

Attn:                                         

Notice to the Fund shall be to:

Seligman LaSalle Monthly Dividend Real Estate Fund

100 Park Avenue

New York, NY 10017

Attn: Secretary

A party may change its notice address at any time by written communication to the other parties.

13.  Term of Agreement.  This Agreement shall become effective on the Effective Date and shall continue in full force and effect until                     , and from year to year thereafter if such continuance is approved in the manner required by the 1940 Act. This Agreement may be terminated at any time, without payment of penalty, by the Fund on 60 days’ written notice to the Subadviser by vote of the Board or by vote of a majority of the outstanding voting securities (as defined by the 1940 Act) of the Fund. This Agreement also may be terminated by the Subadviser or the Manager as of the end of any calendar year upon not less than 60 days’ written notice to the other and to the Fund. This Agreement will automatically terminate in the event of its assignment (within the meaning of the 1940 Act) or upon the termination of the Management Agreement.

14.  Amendments.  This Agreement may be amended by consent of the parties hereto provided that the consent of the Fund is obtained in accordance with the requirements of the 1940 Act.

15.  Miscellaneous.  (a) Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior agreements and understandings, whether written or verbal.

(b) Governing Law. This Agreement shall be construed and interpreted under the laws of the State of New York applicable to contracts executed and performed entirely in the State of New York. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations.

(c) Waiver. Failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered to be a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(d) Enforceability. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

 

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(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument.

(f) Headings. The section and paragraph headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the Manager and the Subadviser have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

 

RIVERSOURCE INVESTMENTS, LLC
By:  

 

Name:  
Title:  
LASALLE INVESTMENT MANAGEMENT (SECURITIES), L.P.
By:  

 

Name:  
Title:  

 

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Form of Proposed Subadvisory Agreement

(Seligman LaSalle Global Real Estate Fund)

SUBADVISORY AGREEMENT

SUBADVISORY AGREEMENT, dated                      between RIVERSOURCE INVESTMENTS, LLC, a Minnesota limited liability company (the “Manager”) and LASALLE INVESTMENT MANAGEMENT (SECURITIES), L.P., a Maryland limited partnership (the “Subadviser”).

WHEREAS, the Manager has entered into an Investment Management Services Agreement, dated as of the date hereof (the “Management Agreement”), with Seligman LaSalle Real Estate Fund Series, Inc. (the “Corporation”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), to render or contract to obtain assistance in rendering investment management services to Seligman LaSalle Global Real Estate Fund (the “Fund”), a separate series of the Corporation, and to administer the business and other affairs of the Fund; and

WHEREAS, the Manager desires to retain the Subadviser to assist in providing investment advisory and other services to the Fund, and the Subadviser is willing to render such services, effective as of the commencement of the Fund’s operations (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.  Duties of the Subadviser.  (a) Subject in each case to the control of the Board of Directors of the Corporation (the “Board”) and in accordance with the objectives, policies and principles set forth in the Registration Statement and Prospectus(es) of the Fund (the “Registration Statement”) and the requirements of the 1940 Act, and in conjunction with and under the supervision of the Manager, the Subadviser agrees to furnish the Manager and the Fund with such investment advice, research and assistance as the Manager or the Fund shall from time to time reasonably request. Without limiting the generality of the foregoing, Subadviser shall manage the investments of the Fund in accordance with the Registration Statement and in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”), and such other limitations as the Manager or the Board may institute and inform the Subadviser in writing are applicable.

(b) Subject to the foregoing, the Subadviser shall (i) participate in the development of the Fund’s overall investment strategy and in the determination of investment allocations, (ii) provide investment advice and research to the Fund with respect to existing and potential investments in securities, including company visits and meetings with management, (iii) determine securities and other assets for investment, (iv) select brokers and dealers, and (v) cause the execution of trades; provided that, until Subadviser is notified otherwise by the Manager, the Manager shall determine (in consultation with the Subadviser) the amount of assets that shall be Uninvested Assets (as defined below) of the Fund and retain the authority and responsibility for investment and reinvestment of Uninvested Assets. In providing these services, the Subadviser will conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund’s assets. The Subadviser will make available representatives to report in person to the Board at least semi-annually on investment results, regulatory compliance with respect to the Fund’s investments and other matters that the Manager or the Board may

 

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reasonably request. The Subadviser shall also provide such reports and other information to the Manager or the Board as such persons may reasonably request. For purposes of this Section 1(b), “Uninvested Assets” means any assets of the Fund that are in cash, cash equivalents or money market instruments.

(c) The Subadviser agrees to provide, subject to any obligations or undertakings by the Manager reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Fund which may be reasonably necessary, under applicable laws, to allow the Corporation or its agent to present historical performance information concerning the Subadviser’s substantially similarly managed accounts and funds, for inclusion in the Fund’s Prospectus(es) and any other reports and materials prepared by the Corporation or its agent, in accordance with regulatory requirements or as requested by applicable federal or state regulatory authorities.

(d) Portfolio accounting and pricing for the Fund will be the ultimate responsibility of a third party accounting agent or administrator; however, in the event that an asset under the supervision of the Subadviser cannot be priced by a pricing source authorized by the Manager or market quotations are not readily available (as contemplated in the Fund’s valuation procedures), the Subadviser will provide the third party accounting agent or administrator with the “fair value” for such asset in accordance with the Fund’s valuation procedures. With respect to Fund investments under the supervision of the Subadviser, the Subadviser shall provide reasonable assistance to the Manager and the Fund’s custodians (“Custodians”), third party accounting agents and administrators to assist in trade settlement, dividend processing and corporate actions affecting the Fund’s investments and will provide to the Manager and such Custodians, third party accounting agents or administrators executed trade information which may be transmitted by computer or other acceptable electronic medium. Subadviser will not be responsible for any loss to the extent incurred by reason of any act or omission of any of the third party accounting agents or administrators or Custodians and will not take custody of any Fund investments.

(e) The Subadviser agrees to keep, and to preserve for the prescribed periods, all records relating to its activities hereunder that are required by the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Subadviser hereby agrees that any and all records which it maintains for the Fund are the property of the Corporation and further agrees to surrender promptly to the Corporation copies of any of such records upon the Fund’s or the Manager’s request, provided, however, that Subadviser may retain copies of any records. Nothing herein shall prohibit the Subadviser from using the performance track record of the Fund, including following any termination of this Agreement, to the extent such use is otherwise consistent with applicable law, rules and regulations.

(f) With respect to any investment company in the RiverSource complex of funds, (i) the Subadviser will not consult with any other subadviser (other than a Subadviser Affiliate as defined in Section 13(c) below) (each a “Non-affiliated Subadviser”) to that investment company (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any Non-affiliated Subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that investment company in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) if the Subadviser and any Non-affiliated Subadviser are providing investment advice to that investment company, the investment advice provided by Subadviser to that investment company will be limited to the assets for which Subadviser is responsible. The Manager shall provide a current list

 

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of all Non-affiliated Subadvisers to the RiverSource complex of funds to the Subadviser and shall update such list promptly upon any additions or departures of such Non-affiliated Subadvisers to the RiverSource complex of funds.

(g) The Subadviser shall exercise its best judgment in rendering its services described in this Agreement. However, subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of its duties under this Agreement except for willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement; provided, however, that the Subadviser shall be liable for any loss incurred by the Fund, the Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to the Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund.

2.  Expenses.  The Subadviser shall furnish at its own expense, (i) all necessary investment and management facilities, including salaries of clerical and other personnel required for it to execute its duties hereunder, (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment advisory affairs of the Fund, and (iii) all travel expenses in connection with its services to the Fund. Except for expenses specifically assumed or agreed to be paid by the Subadviser under this Agreement, the Subadviser shall not be liable for any expenses of the Manager or the Fund including, without limitation, (i) interest and taxes, (ii) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments with respect to the Fund, and (iii) custodian, third party accounting agent or administrator fees and expenses.

3.  Compensation.  (a) As compensation for the services performed by the Subadviser pursuant to Section 1, the Manager will pay to the Subadviser each month a fee equal to 50% of the amount of the investment management fee payable to the Manager with respect to that month pursuant to the terms of the Management Agreement then in effect. Such compensation shall be paid by the Manager to the Subadviser as soon as practicable following receipt by the Manager of its investment management fees from the Fund (but no later than 10 business days following such receipt).

(b) If the Subadviser shall serve hereunder for less than the whole of any month, the fee hereunder shall be prorated.

(c) Any fee payable to the Subadviser under this Agreement shall be paid to the Subadviser or to an affiliate of the Subadviser at an address or to an account designated by the Subadviser.

4.  Purchase and Sale of Assets.  (a) The Subadviser shall purchase securities and other assets from or through and sell securities or other assets to or through such persons, brokers or dealers as the Subadviser shall deem appropriate in order to carry out the policy with respect to allocation of portfolio transactions as set forth in the Registration Statement and as the Board may direct from time to time. In providing the Fund with investment management and supervision, it is recognized that the Subadviser will seek best execution and, consistent with such policy, may give consideration to the research, statistical and other services furnished by brokers or dealers to the Subadviser for its use, to the general attitude of brokers or dealers toward investment companies and their support of them, and to such other considerations as the Board may direct or authorize from time to time.

Notwithstanding the above, it is understood that it may be desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic

 

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analysis provided by brokers who execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities of the Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients as well as the Fund.

(b) Subadviser will not be responsible for any act or omission by brokers and dealers selected by the Subadviser in accordance with Section 1(g) of this Agreement, provided that such brokers or dealers were selected with reasonable care.

(c) Subadviser may, to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate securities to be sold or purchased on behalf of the Fund with those of other clients.

5.  Subadviser’s Representations.  Subadviser represents, warrants and covenants to Corporation and the Manager that:

(a) It is duly formed, validly existing and in good standing under the laws of the State of Maryland and has full power and authority to enter into and perform its obligations under this Agreement;

(b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c) It is registered as an investment adviser under the Advisers Act;

(d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

(e) It shall deliver to the Corporation and the Manager (i) a copy of Subadviser’s Form ADV, Part II (or similar disclosure document) and each update thereof, (ii) Subadviser’s proxy voting policies and each update thereof, (iii) Subadviser’s Code of Ethics, including any code adopted under Rule 17j-1 of the 1940 Act, and each update thereof and (iv) such other information (e.g., disclosures, policies, violations of Code of Ethics or other materials) as reasonably requested by the Manager or the Board to the extent such information is required to be delivered or made available under the 1940 Act or Advisers Act or rules and regulations promulgated thereunder or in connection therewith;

(f) Its Form ADV and each investment performance composite and accompanying disclosures provided by the Subadviser to the Manager or the Board include all material information that is required to be stated therein or necessary to make the statements therein not misleading;

(g) It shall not execute trades with broker-dealers who are “affiliated persons” (within the meaning of the 1940 Act) of the Subadviser, without the prior approval of the Manager and, to the extent necessary to comply with the 1940 Act, the Board;

 

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(h) It shall notify the Manager and the Board of any change in the membership of its partnership within a reasonable time after such change;

(i) It has adopted procedures reasonable necessary to prevent “access persons” (within the meaning of Rule 17j-1) from violating its Code of Ethics; and

(j) It will promptly notify the Manager in writing in the event that any of the foregoing ceases to be true.

6.  Manager’s Representations.  Manager represents, warrants and covenants to Subadviser that:

(a) It is duly formed, validly existing and in good standing under the laws of the State of Minnesota and has full power and authority to enter into and perform its obligations under this Agreement;

(b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c) It is registered as an investment adviser under the Advisers Act;

(d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

(e) Assuming the accuracy of the representations, warranties and covenants of the Subadviser contained herein and the due performance of the Subadviser of its obligations hereunder, the Fund’s Registration Statement, to Manager’s best knowledge, is in compliance in all material respects with applicable federal and state laws and regulations.

(f) It will promptly notify the Subadviser in writing in the event that any of the foregoing ceases to be true.

7.  Service to Other Clients.  The services of the Subadviser are not to be deemed exclusive to the Fund, it being understood that the Subadviser may perform investment advisory services for various other clients, and it is acknowledged that the Subadviser may give advice and take action with respect to any of its other clients which may differ or be contrary to, advice given, or from timing or nature of actions taken, with respect to the assets of the Fund. To the extent permitted by applicable law, Subadviser may purchase, or recommend purchase, for the Fund securities owned by the Subadviser, its partners or affiliates, securities of companies for which an affiliate or Subadviser acts as financial adviser or performs other investment banking services, or securities of companies where partners or employees of Subadviser, or its affiliates, serve on the board of directors.

8.  Delivery of Documents and Notice of Events.  The Manager agrees to promptly furnish the Subadviser with the Management Agreement, the Fund’s Articles of Incorporation and

 

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Bylaws, the Fund’s Registration Statement, the Fund’s prospectus(es) and Statement of Additional Information, proxy statements, reports to stockholders, any policies properly Board authorized affecting management and any other items reasonably requested by the Subadviser. The Manager further agrees to promptly provide the Subadviser with copies of all amendments of or supplements to all of the foregoing.

9.  Indemnification.  (a) Subadviser agrees to hold harmless and indemnify the Manager from and against any loss or damages arising out of Subadviser’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on Subadviser’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

(b) The Manager agrees to hold harmless and indemnify Subadviser from and against any loss or damages arising out of the Manager’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on the Manager’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

(c) The Manager acknowledges and agrees that the Subadviser makes no representation, warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard index, including other clients of the Subadviser, whether public or private.

10.  Cooperation and Provision of Certain Information.  The Subadviser shall promptly notify the Manager (1) in the event the SEC or other governmental authority has censured the Subadviser or a LaSalle Affiliate (as defined in Section 13 hereof); placed limitations upon the activities, functions or operations of Subadviser or a LaSalle Affiliate; suspended or revoked the registration, if any, of Subadviser or a LaSalle Affiliate as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. The Manager shall promptly notify the Subadviser (1) in the event the SEC or other governmental authority has censured the Manager; placed limitations upon its activities, functions or operations; suspended or revoked its registration, if any, as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. The Subadviser further agrees to notify the Manager promptly of any material fact known to the Subadviser respecting or relating to the Subadviser or LaSalle Affiliate that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or a LaSalle Affiliate contained therein that becomes untrue in any material respect. As reasonably requested by the Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide assistance to, the Manager or the Corporation as needed in order for the Manager and the Corporation to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder.

11.  Use of Names.  The Subadviser shall not use the name, logo, insignia, or other identifying mark of the Corporation, the Fund or the Manager or any of their affiliates or any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Manager or any of its affiliates in material relating to the Subadviser in any manner not approved prior thereto by the Manager; provided, however, that the Manager shall approve all uses of its or the Corporation’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Manager shall not use the name, logo,

 

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insignia, or other identifying mark of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Corporation in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission, and Subadviser hereby expressly consents to the use of its name in the name of the Fund and the Corporation; and provided, further that in no event shall such approval be unreasonably withheld. The Manager and the Fund acknowledge and agree that the Subadviser may withdraw the use of its name in the Fund and the Corporation should it cease to act as subadviser to the Fund.

12.  Notices.  Any notice required or permitted hereunder shall, unless expressly permitted otherwise hereunder, be in writing and shall be given by personal service, mail or facsimile to the other party as set forth below. Notice shall be effective upon receipt if by mail, on the date of personal delivery (by private messenger, courier service or otherwise), or upon receipt of a facsimile, whichever occurs first.

Notice to the Manager shall be to:

RiverSource Investments, LLC

c/o Ameriprise Financial, Inc.

251 Ameriprise Financial Center

Minneapolis, MN 55474

Attn: President

Notice to the Subadviser shall be to:

LaSalle Investment Management (Securities), L.P.

100 East Pratt Street

Baltimore, Maryland 21202

Attn: CEO

Notice to the Fund shall be to:

Seligman LaSalle Global Real Estate Fund

100 Park Avenue

New York, NY 10017

Attn: Secretary

A party may change its notice address at any time by written communication to the other parties.

13.  Term of Agreement.  (a) This Agreement shall become effective on the Effective Date and shall continue in full force and effect until                      and from year to year thereafter if such continuance is approved in the manner required by the 1940 Act. This Agreement may be terminated at any time, without payment of penalty, by the Fund on 60 days’ written notice to the Subadviser by vote of the Board or by vote of a majority of the outstanding voting securities (as defined by the 1940 Act) of the Fund. This Agreement also may be terminated by the Subadviser or the Manager as of that date or as of the end of any calendar year thereafter upon not less than 60 days’ written notice to the other and to the Fund.

 

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(b) This Agreement will automatically terminate in the event of its assignment (within the meaning of the 1940 Act) or upon the termination of the Management Agreement.

(c) Notwithstanding the prohibition on assignment in paragraph (b) of this Section 13, the Subadviser may retain LaSalle Investment Management Securities B.V., an entity organized under the laws of the Netherlands, or any other affiliate of Subadviser (collectively, the “Subadviser Affiliates”, and together with the directors, officers, employees and agents of the Subadviser Affiliates, the “LaSalle Affiliates”) to provide advisory services to the Fund; provided that (i) Subadviser shall supervise such LaSalle Affiliates with respect to investment advisory services provided to the Fund; (ii) Subadviser shall remain responsible for the due performance of Subadviser’s obligations hereunder and shall be responsible for any acts or omissions of such LaSalle Affiliates to the same extent that Subadviser would be responsible for such acts or omissions under the terms of this Agreement if Subadviser had acted or omitted to act; (iii) each Subadviser Affiliate executes an agreement with Subadviser that includes terms substantially similar to those set forth in Appendix A and any terms required under the 1940 Act (e.g., no assignment and required termination provisions), and such agreement is approved by the Corporation’s Board of Directors and stockholders of the Funds to the extent required by the 1940 Act; and (iv) Subadviser and not the Fund or the Manager shall pay any fees or expenses that may be payable to any LaSalle Affiliate.

14.  Amendments.  This Agreement may be amended by consent of the parties hereto provided that the consent of the Fund is obtained in accordance with the requirements of the 1940 Act.

15.  Miscellaneous.  (a) Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior agreements and understandings, whether written or verbal.

(b) Governing Law. This Agreement shall be construed and interpreted under the laws of the State of New York applicable to contracts executed and performed entirely in the State of New York. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations.

(c) Waiver. Failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered to be a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(d) Enforceability. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument.

(f) Headings. The section and paragraph headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

 

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IN WITNESS WHEREOF, the Manager and the Subadviser have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

 

RIVERSOURCE INVESTMENTS, LLC
By  

 

Name:  
Title:  
LASALLE INVESTMENT MANAGEMENT (SECURITIES), L.P.
By its General Partner, LASALLE INVESTMENT MANAGEMENT (SECURITIES), INC.
By  

 

Name:  
Title:  

 

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APPENDIX A

Required Terms of Agreement between Subadviser and its affiliates

Representations and Covenants of Subadviser Affiliates.

(a) It is duly formed, validly existing and in good standing under the laws of the country/state where organized and has full power and authority to enter into and perform its obligations under this Agreement;

(b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c) It is registered as an investment adviser under the Advisers Act;

(d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

(e) It shall deliver to the Corporation and the Manager (i) a copy of its Form ADV, Part II (or similar disclosure document) and each update thereof, (ii) its proxy voting policies and each update thereof, (iii) its Code of Ethics, including any code adopted under Rule 17j-1 of the 1940 Act, and each update thereof and (iv) such other information (e.g., disclosures, policies, violations of Code of Ethics or other materials) as reasonably requested by the Manager or the Board to the extent such information is required to be delivered or made available under the 1940 Act or Advisers Act or rules and regulations promulgated thereunder or in connection therewith;

(f) Its Form ADV and each investment performance composite and accompanying disclosures provided by it to the Manager or the Board include all material information that is required to be stated therein or necessary to make the statements therein not misleading;

(g) It shall not execute trades with broker-dealers who are “affiliated persons” (within the meaning of the 1940 Act) of it or the Subadviser, without the prior approval of the Manager and, to the extent necessary to comply with the 1940 Act, the Board;

(h) If a partnership, it shall notify the Manager and the Board of any change in the membership of its partnership within a reasonable time after such change;

(i) It has adopted procedures reasonable necessary to prevent “access persons” (within the meaning of Rule 17j-1) from violating its Code of Ethics;

(j) It will make available representatives to report in person to the Board on investment results, regulatory compliance with respect to the Fund’s investments and other matters to the extent the Manager or the Board may reasonably request. It shall also provide such reports and other information to the Manager or the Board as such persons may reasonably request;

(k) As reasonably requested by the Manager or the Board and in accordance with the scope of the obligations and responsibilities contained in this Agreement, it will cooperate with, and provide assistance to, Subadviser, Manager or the Corporation as needed in order for Subadviser, Manager and the Corporation to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder;

(l) With respect to any investment company in the RiverSource complex of funds, (i) it will not consult with any other subadviser (other than the Subadviser or its affiliates) (each a “Non-

 

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affiliated Subadviser”) to that investment company (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any Non-affiliated Subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that investment company in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) if it and any Non-affiliated Subadviser are providing investment advice to that investment company, the investment advice provided by it to that investment company will be limited to the assets for which it is responsible; and

(m) It will promptly notify the Manager in writing in the event that any of the foregoing ceases to be true.

 

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Form of Proposed Subadvisory Agreement

(Seligman Emerging Markets Fund, Seligman Global Growth Fund,

Seligman Global Smaller Companies Fund and Seligman International Growth Fund)

SUBADVISORY AGREEMENT

SUBADVISORY AGREEMENT, dated                      between RIVERSOURCE INVESTMENTS, LLC, a Minnesota limited liability company (the “Manager”) and WELLINGTON MANAGEMENT COMPANY, L.L.P., a Massachusetts limited liability partnership (the “Subadviser”).

WHEREAS, the Manager has entered into an Investment Management Services Agreement, dated as of the date hereof (the “Management Agreement”), with Seligman Global Fund Series, Inc. (the “Corporation”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), to render or contract to obtain assistance in rendering investment management services to the Corporation, and to administer the business and other affairs of the Corporation; and

WHEREAS, the Manager desires to retain the Subadviser to assist in providing investment advisory and other services to the Corporation’s Seligman Emerging Markets Fund, Seligman Global Growth Fund, Seligman Global Smaller Companies Fund and Seligman International Growth Fund (the “Subadvised Funds”), and the Subadviser is willing to render such services, effective as of the date first written above (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

Duties of the Subadviser. 2. Subject in each case to the control of the Board of Directors of the Corporation (the “Board”) and in accordance with the objectives, policies and principles set forth in the Registration Statement and Prospectus(es) of the Subadvised Funds (the “Registration Statement”) and the requirements of the 1940 Act, and in conjunction with and under the supervision of the Manager, the Subadviser agrees to furnish the Manager and the Corporation with such investment advice, research and assistance as the Manager or the Corporation shall from time to time reasonably request. Without limiting the generality of the foregoing, Subadviser shall manage the investments of each Subadvised Fund in accordance with the Registration Statement and in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”), and such other limitations as the Manager or the Board may institute and inform the Subadviser in writing are applicable.

Subject to the foregoing, the Subadviser shall (i) participate in the development of each Subadvised Fund’s overall investment strategy and in the determination of investment allocations, (ii) provide investment advice and research to each Subadvised Fund with respect to existing and potential investments in securities, including company visits and meetings with management, (iii) determine securities and other assets for investment, (iv) select brokers and dealers, (v) cause the execution of trades, including foreign exchange dealings and (vi) unless otherwise agreed to by the Manager, vote proxies solicited by or with respect to issuers of securities in which assets of the Subadvised Funds may be invested from time to time. In providing these services, the Subadviser will conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of each Subadvised Fund’s assets. The Subadviser will make available representatives to report in person to the Board at least semiannually on investment results, regulatory compliance with respect to each Subadvised Fund’s investments and other matters that the Manager or the Board may reasonably request. The Subadviser shall also provide such reports and other information to the Manager or the Board as such persons may reasonably request.

 

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The Subadviser agrees to provide, subject to any obligations or undertakings by the Manager reasonably necessary to maintain the confidentiality of the Subadviser’s nonpublic information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Subadvised Funds which may be reasonably necessary, under applicable laws, to allow the Corporation or its agent to present historical performance information concerning the Subadviser’s substantially similarly managed accounts and funds, for inclusion in the Corporation’s Prospectus(es) and any other reports and materials prepared by the Corporation or its agent, in accordance with regulatory requirements or as requested by applicable federal or state regulatory authorities.

Portfolio accounting and pricing for the Subadvised Funds will be the ultimate responsibility of a third party accounting agent or administrator; however, in the event that an asset under the supervision of the Subadviser cannot be priced by a pricing source authorized by the Manager or market quotations are not readily available (as contemplated in the Fund’s valuation procedures), the Subadviser will provide the third party accounting agent or administrator with a recommended “fair value” for such asset in accordance with the Fund’s valuation procedures. Notwithstanding the foregoing, the Subadviser will be responsible for coordinating work with custodians in respect of assets under the Subadviser’s supervision (“Custodians”), including liaising as required with Custodians in respect of trade settlement, safe custody of assets, income collection and the processing of corporate actions. The Subadviser will inform the Manager of material changes in the custody risks associated with the Subadvised Funds’ depository arrangements in a foreign country, based on the analysis of risk and other information provided by the foreign custody manager of each Subadvised Fund. With respect to the securities of issuers under the supervision of the Subadviser, the Subadviser shall provide executed trade information to Custodians, third party accounting agents or administrators and/or the Manager (or its designee), which may be done via computer.

The Subadviser agrees to keep, and to preserve for the prescribed periods, all records relating to its activities hereunder that are required by the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Subadviser hereby agrees that any and all records which it maintains for each Subadvised Fund are the property of the Corporation and further agrees to surrender promptly to the Corporation copies of any of such records upon the Corporation’s or the Manager’s request, provided, however, that Subadviser may retain copies of any records. Nothing herein shall prohibit the Subadviser from using the performance track record of the Subadvised Funds, including following any termination of this Agreement, to the extent such use is otherwise consistent with applicable law, rules and regulations.

With respect to any investment company in the RiverSource complex of funds, (i) the Subadviser will not consult with any other subadviser to that investment company including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that investment company in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) if the Subadviser and any other subadviser are providing investment advice to that investment company, the investment advice provided by Subadviser to that investment company will be limited to the assets for which Subadviser is responsible. The Manager shall provide a current list of all subadvisers to the RiverSource complex of funds to the Subadviser and shall update such list promptly upon any additions or departures of subadvisers to the RiverSource complex of funds.

 

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The Subadviser shall exercise its best judgment in rendering its services described in this Agreement. However, subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to the Corporation for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of its duties under this Agreement except for willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement; provided, however, that the Subadviser shall be liable for any loss incurred by the Corporation, a Subadvised Fund, the Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to the Subadviser which results, directly or indirectly, in a material error in the net asset value of a Subadvised Fund.

Expenses. The Subadviser shall pay all of its expenses arising from the performance of its obligations hereunder, other than the cost of securities including brokerage commissions and similar fees and charges for the acquisition, disposition, lending or borrowing of each Subadvised Fund’s investments.

Compensation. 3. As compensation for the services performed by the Subadviser pursuant to Section 1, the Manager will pay to the Subadviser each month a fee calculated on each day during such month as indicated on the attached Fee Schedule. Such compensation shall be paid by the Manager to the Subadviser as soon as practicable following receipt by the Manager of its investment management fees from the Corporation (but no later than 10 business days following such receipt).

If the Subadviser shall serve hereunder for less than the whole of any month, the fee hereunder shall be prorated.

Any fee payable to the Subadviser under this Agreement shall be paid to the Subadviser or to an affiliate of the Subadviser at an address or to an account designated by the Subadviser.

Purchase and Sale of Assets. 4. The Subadviser shall purchase securities and other assets from or through and sell securities or other assets to or through such persons, brokers or dealers as the Subadviser shall deem appropriate in order to carry out the policy with respect to allocation of portfolio transactions as set forth in the Registration Statement and Prospectus(es) of the Subadvised Funds and as the Board may direct from time to time. In providing the Subadvised Funds with investment management and supervision, it is recognized that the Subadviser will seek best execution and, consistent with such policy, may give consideration to the research, statistical and other services furnished by brokers or dealers to the Subadviser for its use, to the general attitude of brokers or dealers toward investment companies and their support of them, and to such other considerations as the Board may direct or authorize from time to time.

Notwithstanding the above, it is understood that it may be desirable for the Subadvised Funds that the Subadviser have access to supplemental investment and market research and security and economic analysis provided by brokers who execute brokerage transactions at a higher cost to the Subadvised Funds than may result when allocating brokerage to other brokers. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities of the Subadvised Funds with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients as well as the Subadvised Funds.

 

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Subadviser will not be responsible for any act or omission by brokers and dealers selected by the Subadviser in accordance with Section 1(g) of this Agreement, provided that such brokers or dealers were selected with reasonable care.

Subadviser may, to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate securities to be sold or purchased on behalf of the Subadvised Funds with those of other clients.

Subadviser’s Representations. Subadviser represents, warrants and covenants to Corporation and the Manager that:

It is duly formed, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has full power and authority to enter into and perform its obligations under this Agreement;

It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

It is registered as an investment adviser under the Advisers Act;

Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

It shall deliver to the Corporation and the Manager (i) a copy of Subadviser’s Form ADV, Part II (or similar disclosure document) and each material update thereof, (ii) Subadviser’s proxy voting policies and each update thereof, (iii) Subadviser’s Code of Ethics, including any code adopted under Rule 17j-1 of the 1940 Act, and each update thereof and (iv) such other information (e.g., disclosures, policies, violations of Code of Ethics or other materials) as reasonably requested by the Manager or the Board to the extent such information is required to be delivered or made available under the 1940 Act or Advisers Act or rules and regulations promulgated thereunder or in conjunction therewith;

Its Form ADV and each investment performance composite and accompanying disclosures provided by the Subadviser to the Manager or the Board include all material information that is required to be stated therein or necessary to make the statements therein not misleading;

It shall not execute trades with broker-dealers who are “affiliated persons” (within the meaning of the 1940 Act) of the Subadviser, without the prior approval of the Manager and, to the extent necessary to comply with the 1940 Act, the Board, provided that the Manager shall notify the Subadviser in writing of all broker-dealers who are “affiliated persons” of a Subadvised Fund other than broker-dealers that are “affiliated persons” of a Subadvised Fund based solely of the ownership or control of such broker-dealer by the Subadviser;

It shall notify the Manager of any change in the membership of its partnership within a reasonable time after such change;

It has adopted procedures reasonable necessary to prevent “access persons” (within the meaning of Rule 17j-l) from violating its Code of Ethics; and

It will promptly notify the Manager in writing in the event that any of the foregoing ceases to be true.

 

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Manager’s Representations. Manager represents, warrants and covenants to Subadviser that:

It is duly formed, validly existing and in good standing under the laws of the State of Minnesota and has full power and authority to enter into and perform its obligations under this Agreement;

It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

It is registered as an investment adviser under the Advisers Act;

Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

Assuming the accuracy of the representations, warranties and covenants of the Subadviser contained herein and the due performance of the Subadviser of its obligations hereunder, the Fund’s Registration Statement, to Manager’s best knowledge, is in compliance in all material respects with applicable federal and state laws and regulations.

It will promptly notify the Subadviser in writing in the event that any of the foregoing ceases to be true.

Service to Other Clients. The services of the Subadviser are not to be deemed exclusive to the Corporation, it being understood that the Subadviser may perform investment advisory services for various other clients, and it is acknowledged that the Subadviser may give advice and take action with respect to any of its other clients which may differ or be contrary to, advice given, or from timing or nature of actions taken, with respect to the assets of a Subadvised Fund. To the extent permitted by applicable law, Subadviser may purchase, or recommend for purchase, for a Subadvised Fund securities owned by the Subadviser, its partners or affiliates, securities of companies for which an affiliate or Subadviser acts as financial adviser or performs other investment banking services, or securities of companies where partners or employees of Subadviser, or its affiliates, serve on the board of directors.

Delivery of Documents and Notice of Events. The Manager agrees to promptly furnish the Subadviser with the Management Agreement, the Corporation’s Articles of Incorporation and Bylaws, the Subadvised Funds’ Registration Statement, prospectus(es) and Statement of Additional Information, proxy statements, reports to stockholders, any policies properly Board authorized affecting management and any other items reasonably requested by the Subadviser. The Manager further agrees to promptly provide the Subadviser with copies of all amendments of or supplements to all of the foregoing.

Indemnification. 5. Subadviser agrees to hold harmless and indemnify the Manager from and against any loss or damages arising out of Subadviser’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on Subadviser’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

The Manager agrees to hold harmless and indemnify Subadviser from and against any loss or damages arising out of the Manager’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on the Manager’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

 

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Cooperation and Provision of Certain Information. The Subadviser shall promptly notify the Manager (1) in the event the SEC or other governmental authority has censured the Subadviser; placed limitations upon its activities, functions or operations; suspended or revoked its registration, if any, as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that a Subadvised Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. The Manager shall promptly notify the Subadviser (1) in the event the SEC or other governmental authority has censured the Manager; placed limitations upon its activities, functions or operations; suspended or revoked its registration, if any, as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that a Subadvised Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. The Subadviser further agrees to notify the Manager promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in a Prospectus for a Subadvised Fund, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect. As reasonably requested by the Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide assistance to, the Manager or the Corporation as needed in order for the Manager and the Corporation to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder.

Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying mark of the Corporation, the Subadvised Funds or the Manager or any of their affiliates or any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Manager or any of its affiliates in material relating to the Subadviser in any manner not approved prior thereto by the Manager; provided, however, that the Manager shall approve all uses of its or the Corporation’s name and the Subadvised Funds’ names and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Manager shall not use the name, logo, insignia, or other identifying mark of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Corporation in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further that in no event shall such approval be unreasonably withheld.

Notices. Any notice required or permitted hereunder shall, unless expressly permitted otherwise hereunder, be in writing and shall be given by personal service, mail, or facsimile to the other party as set forth below. Notice shall be effective upon receipt if by mail, on the date of personal delivery (by private messenger, courier service or otherwise), or upon receipt of telex or facsimile, whichever occurs first.

Notice to the Manager shall be to:

 

RiverSource Investments, LLC
c/o Ameriprise Financial, Inc.

251 Ameriprise Financial Center
Minneapolis, MN 55474
Attn: President

 

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Notice to the Subadviser shall be to:

 

Wellington Management Company, LLP

75 State Street
Boston, Massachusetts 02109
Attn: Legal Services                    

Notice to the Corporation shall be to:

 

Seligman Global Fund Series, Inc.

100 Park Avenue
New York, NY 10017
Attn: Secretary

A party may change its notice address at any time by written communication to the other parties.

Term of Agreement. This Agreement shall become effective on the Effective Date and shall continue in full force and effect until                 , and from year to year thereafter if such continuance is approved in the manner required by the 1940 Act. This Agreement may be terminated at any time, with respect to a Subadvised Fund, without payment of penalty, by the Corporation on 60 days’ written notice to the Subadviser by vote of the Board or by vote of a majority of the outstanding voting securities (as defined by the 1940 Act) of the applicable Subadvised Fund. This Agreement also may be terminated, with respect to a Subadvised Fund, by the Subadviser or the Manager as of the end of any calendar year upon not less than 60 days’ written notice to the other and to the Corporation. This Agreement will automatically terminate, with respect to a Subadvised Fund, in the event of its assignment (within the meaning of the 1940 Act) with respect to that Subadvised Fund or upon the termination of the Management Agreement with respect to that Subadvised Fund. In the event that this Agreement terminates, with respect to a Subadvised Fund, before the Commitment Date as a result of an assignment of this Agreement or termination of the Management Agreement, with respect to that Subadvised Fund, Subadviser agrees that, if requested by the Board and the Manager, Subadviser shall make its advisory services available to that Subadvised Fund and the Manager on terms no less favorable to the Corporation and the Manager than provided herein. Notwithstanding the foregoing, the Subadviser may terminate this Agreement prior to the Commitment Date or thereafter, for cause, on 60 days’ written notice to the Corporation and the Manager.

Amendments. This Agreement may be amended by consent of the parties hereto provided that the consent of the Fund is obtained in accordance with the requirements of the 1940 Act.

Miscellaneous. 6. Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior agreements and understandings, whether written or verbal.

Governing Law. This Agreement shall be construed and interpreted under the laws of the State of New York applicable to contracts executed and performed entirely in the State of New York. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations.

Waiver. Failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered to be a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

 

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Enforceability. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

Counterparts. This Agreement may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument.

Headings. The section and paragraph headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the Manager and the Subadviser have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

 

RIVERSOURCE INVESTMENTS, LLC
By  

 

Name:  
Title:  
WELLINGTON MANAGEMENT COMPANY, LLP.
By  

 

Name:  
Title:  

 

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FEE SCHEDULE

 

SUBADVISED FUND

  

ANNUAL RATE

(as a percentage of average daily net assets)

Seligman Emerging Markets Fund    0.65% of net assets
Seligman Global Growth Fund   

0.45% of net assets up to $50 million

0.40% of net assets over $50 million

Seligman Global Smaller Companies Fund   

0.75% of net assets up to $100 million

0.65% of net assets over $100 million

Seligman International Growth Fund   

0.45% of net assets up to $50 million

0.40% of net assets over $50 million

 

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Form of Proposed Subadvisory Agreement

(Seligman International Growth Portfolio)

Subadvisory Agreement

SUBADVISORY AGREEMENT, dated                      between RIVERSOURCE INVESTMENTS, LLC, a Minnesota limited liability company (the “Manager”) and WELLINGTON MANAGEMENT COMPANY, L.L.P., a Massachusetts limited liability partnership (the “Subadviser”).

WHEREAS, the Manager has entered into a Management Agreement, dated as of the date hereof (the “Management Agreement”), with Seligman Portfolios, Inc. (the “Corporation”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), to render or contract to obtain assistance in rendering investment management services to the Corporation, and to administer the business and other affairs of the Corporation; and

WHEREAS, the Manager desires to retain the Subadviser to assist in providing investment advisory and other services to the Corporation’s Seligman International Growth Portfolio (the “Subadvised Fund”), and the Subadviser is willing to render such services, effective as of the date first written above (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.  Duties of the Subadviser.  (a) Subject in each case to the control of the Board of Directors of the Corporation (the “Board”) and in accordance with the objectives, policies and principles set forth in the Registration Statement and Prospectus(es) of the Subadvised Fund (the “Registration Statement”) and the requirements of the 1940 Act, and in conjunction with and under the supervision of the Manager, the Subadviser agrees to furnish the Manager and the Corporation with such investment advice, research and assistance as the Manager or the Corporation shall from time to time reasonably request. Without limiting the generality of the foregoing, Subadviser shall manage the investments of each Subadvised Fund in accordance with the Registration Statement and in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”), and such other limitations as the Manager or the Board may institute and inform the Subadviser in writing are applicable.

(b) Subject to the foregoing, the Subadviser shall (i) participate in the development of each Subadvised Fund’s overall investment strategy and in the determination of investment allocations, (ii) provide investment advice and research to each Subadvised Fund with respect to existing and potential investments in securities, including company visits and meetings with management, (iii) determine securities and other assets for investment, (iv) select brokers and dealers, (v) cause the execution of trades, including foreign exchange dealings and (vi) unless otherwise agreed to by the Manager, vote proxies solicited by or with respect to issuers of securities in which assets of the Subadvised Fund may be invested from time to time. In providing these services, the Subadviser will conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of each Subadvised Fund’s assets. The Subadviser will make available representatives to report in person to the Board at least semi-annually on investment results, regulatory compliance with respect to each Subadvised Fund’s investments and other matters that the Manager or the Board may reasonably request. The Subadviser shall also provide such reports and other information to the Manager or the Board as such persons may reasonably request.

 

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(c) The Subadviser agrees to provide, subject to any obligations or undertakings by the Manager reasonably necessary to maintain the confidentiality of the Subadviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Subadvised Fund which may be reasonably necessary, under applicable laws, to allow the Corporation or its agent to present historical performance information concerning the Subadviser’s substantially similarly managed accounts and funds, for inclusion in the Corporation’s Prospectus(es) and any other reports and materials prepared by the Corporation or its agent, in accordance with regulatory requirements or as requested by applicable federal or state regulatory authorities.

(d) Portfolio accounting and pricing for the Subadvised Fund will be the ultimate responsibility of a third party accounting agent or administrator; however, in the event that an asset under the supervision of the Subadviser cannot be priced by a pricing source authorized by the Manager or market quotations are not readily available (as contemplated in the Fund’s valuation procedures), the Subadviser will provide the third party accounting agent or administrator with a recommended “fair value” for such asset in accordance with the Fund’s valuation procedures. Notwithstanding the foregoing, the Subadviser will be responsible for coordinating work with custodians in respect of assets under the Subadviser’s supervision (“Custodians”), including liaising as required with Custodians in respect of trade settlement, safe custody of assets, income collection and the processing of corporate actions. The Subadviser will inform the Manager of material changes in the custody risks associated with the Subadvised Fund’ depository arrangements in a foreign country, based on the analysis of risk and other information provided by the foreign custody manager of each Subadvised Fund. With respect to the securities of issuers under the supervision of the Subadviser, the Subadviser shall provide executed trade information to Custodians, third party accounting agents or administrators and/or the Manager (or its designee), which may be done via computer.

(e) The Subadviser agrees to keep, and to preserve for the prescribed periods, all records relating to its activities hereunder that are required by the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Subadviser hereby agrees that any and all records which it maintains for each Subadvised Fund are the property of the Corporation and further agrees to surrender promptly to the Corporation copies of any of such records upon the Corporation’s or the Manager’s request, provided, however, that Subadviser may retain copies of any records. Nothing herein shall prohibit the Subadviser from using the performance track record of the Subadvised Fund, including following any termination of this Agreement, to the extent such use is otherwise consistent with applicable law, rules and regulations.

(f) With respect to any investment company in the RiverSource complex of funds, (i) the Subadviser will not consult with any other subadviser to that investment company (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that investment company in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) if the Subadviser and any other subadviser are providing investment advice to that investment company, the investment advice provided by Subadviser to that investment company will be limited to the assets for which Subadviser is responsible. The Manager shall provide a current list of all subadvisers to the RiverSource complex of funds to the Subadviser and shall update such list promptly upon any additions or departures of subadvisers to the RiverSource complex of funds.

 

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(g) The Subadviser shall exercise its best judgment in rendering its services described in this Agreement. However, subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to the Corporation for any error of judgment or mistake of law or for any loss arising out of any investment or for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of its duties under this Agreement except for willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement; provided, however, that the Subadviser shall be liable for any loss incurred by the Corporation, a Subadvised Fund, the Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to the Subadviser which results, directly or indirectly, in a material error in the net asset value of a Subadvised Fund.

2.  Expenses.  The Subadviser shall pay all of its expenses arising from the performance of its obligations hereunder, other than the cost of securities including brokerage commissions and similar fees and charges for the acquisition, disposition, lending or borrowing of each Subadvised Fund’s investments.

3.  Compensation.  (a) As compensation for the services performed by the Subadviser pursuant to Section 1, the Manager will pay to the Subadviser each month a fee calculated on each day during such month as indicated on the attached Fee Schedule. Such compensation shall be paid by the Manager to the Subadviser as soon as practicable following receipt by the Manager of its investment management fees from the Corporation (but no later than 10 business days following such receipt).

(b) If the Subadviser shall serve hereunder for less than the whole of any month, the fee hereunder shall be prorated.

(c) Any fee payable to the Subadviser under this Agreement shall be paid to the Subadviser or to an affiliate of the Subadviser at an address or to an account designated by the Subadviser.

4.  Purchase and Sale of Assets.  (a) The Subadviser shall purchase securities and other assets from or through and sell securities or other assets to or through such persons, brokers or dealers as the Subadviser shall deem appropriate in order to carry out the policy with respect to allocation of portfolio transactions as set forth in the Registration Statement and Prospectus(es) of the Subadvised Fund and as the Board may direct from time to time. In providing the Subadvised Fund with investment management and supervision, it is recognized that the Subadviser will seek best execution and, consistent with such policy, may give consideration to the research, statistical and other services furnished by brokers or dealers to the Subadviser for its use, to the general attitude of brokers or dealers toward investment companies and their support of them, and to such other considerations as the Board may direct or authorize from time to time.

Notwithstanding the above, it is understood that it may be desirable for the Subadvised Fund that the Subadviser have access to supplemental investment and market research and security and economic analysis provided by brokers who execute brokerage transactions at a higher cost to the Subadvised Fund than may result when allocating brokerage to other brokers. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities of the Subadvised Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients as well as the Subadvised Fund.

 

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(b) Subadviser will not be responsible for any act or omission by brokers and dealers selected by the Subadviser in accordance with Section 1(g) of this Agreement, provided that such brokers or dealers were selected with reasonable care.

(c) Subadviser may, to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate securities to be sold or purchased on behalf of the Subadvised Fund with those of other clients.

5.  Subadviser’s Representations.  Subadviser represents, warrants and covenants to Corporation and the Manager that:

(a) It is duly formed, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has full power and authority to enter into and perform its obligations under this Agreement;

(b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c) It is registered as an investment adviser under the Advisers Act;

(d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

(e) It shall deliver to the Corporation and the Manager (i) a copy of Subadviser’s Form ADV, Part II (or similar disclosure document) and each material update thereof, (ii) Subadviser’s proxy voting policies and each update thereof, (iii) Subadviser’s Code of Ethics, including any code adopted under Rule 17j-1 of the 1940 Act, and each update thereof and (iv) such other information (e.g., disclosures, policies, violations of Code of Ethics or other materials) as reasonably requested by the Manager or the Board to the extent such information is required to be delivered or made available under the 1940 Act or Advisers Act or rules and regulations promulgated thereunder or in connection therewith;

(f) Its Form ADV and each investment performance composite and accompanying disclosures provided by the Subadviser to the Manager or the Board include all material information that is required to be stated therein or necessary to make the statements therein not misleading;

(g) It shall not execute trades with broker-dealers who are “affiliated persons” (within the meaning of the 1940 Act) of the Subadviser, without the prior approval of the Manager and, to the extent necessary to comply with the 1940 Act, the Board, provided that the Manager shall notify the Subadviser in writing of all broker-dealers who are “affiliated persons” of a Subadvised Fund other than broker-dealers that are “affiliated persons” of a Subadvised Fund based solely of the ownership or control of such broker-dealer by the Subadviser;

(h) It shall notify the Manager of any change in the membership of its partnership within a reasonable time after such change;

(i) It has adopted procedures reasonably necessary to prevent “access persons” (within the meaning of Rule 17j-1) from violating its Code of Ethics; and

 

E-40


(f) It will promptly notify the Manager in writing in the event that any of the foregoing ceases to be true.

6.  Manager’s Representations.  Manager represents, warrants and covenants to Subadviser that:

(a) It is duly formed, validly existing and in good standing under the laws of the State of Minnesota and has full power and authority to enter into and perform its obligations under this Agreement;

(b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c) It is registered as an investment adviser under the Advisers Act;

(d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

(e) Assuming the accuracy of the representations, warranties and covenants of the Subadviser contained herein and the due performance of the Subadviser of its obligations hereunder, the Fund’s Registration Statement, to Manager’s best knowledge, is in compliance in all material respects with applicable federal and state laws and regulations; and

(f) It will promptly notify the Subadviser in writing in the event that any of the foregoing ceases to be true.

7.  Service to Other Clients.  The services of the Subadviser are not to be deemed exclusive to the Corporation, it being understood that the Subadvisers may perform investment advisory services for various other clients, and it is acknowledged that the Subadviser may give advice and take action with respect to any of its other clients which may differ or be contrary to, advice given, or from timing or nature of actions taken, with respect to the assets of a Subadvised Fund. To the extent permitted by applicable law, Subadviser may purchase, or recommend for purchase, for a Subadvised Fund securities owned by the Subadviser, its partners or affiliates, securities of companies for which an affiliate or Subadviser acts as financial adviser or performs other investment banking services, or securities of companies where partners or employees of Subadviser, or its affiliates, serve on the board of directors.

8.  Delivery of Documents and Notice of Events.  The Manager agrees to promptly furnish the Subadviser with the Management Agreement, the Corporation’s Articles of Incorporation and Bylaws, the Subadvised Fund’ Registration Statement, prospectus(es) and Statement of Additional Information, proxy statements, reports to stockholders, any policies properly Board authorized affecting management and any other item reasonably requested by the Subadviser. The Manager further agrees to promptly provide the Subadviser with copies of all amendments of or supplements to all of the foregoing.

9.  Indemnification.  (a) Subadviser agrees to hold harmless and indemnify the Manager from and against any loss or damages arising out of Subadviser’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on Subadviser’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

(b) The Manager agrees to hold harmless and indemnify Subadviser from and against any loss or damages arising out of the Manager’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on the Manager’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

 

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10.  Cooperation and Provision of Certain Information.  The Subadviser shall promptly notify the Manager (1) in the event the SEC or other governmental authority has censured the Subadviser; placed limitations upon its activities, functions or operations; suspended or revoked its registration, if any, as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that a Subadvised Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. The Manager shall promptly notify the Subadviser (1) in the event the SEC or other governmental authority has censured the Manager; placed limitations upon its activities, functions or operations; suspended or revoked its registration, if any, as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that a Subadvised Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. The Subadviser further agrees to notify the Manager promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in a Prospectus for a Subadvised Fund, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect. As reasonably requested by the Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide assistance to, the Manager or the Corporation as needed in order for the Manager and the Corporation to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder.

11.  Use of Names.  The Subadviser shall not use the name, logo, insignia, or other identifying mark of the Corporation, the Subadvised Fund or the Manager or any of their affiliates or any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Manager or any of its affiliates in material relating to the Subadviser in any manner not approved prior thereto by the Manager; provided, however, that the Manager shall approve all uses of its or the Corporation’s name and the Subadvised Fund’ names and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Manager shall not use the name, logo, insignia, or other identifying mark of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Corporation in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further that in no event shall such approval be unreasonably withheld.

12.  Notices.  Any notice required or permitted hereunder shall, unless expressly permitted otherwise hereunder, be in writing and shall be given by personal service, mail, or facsimile to the other party as set forth below. Notice shall be effective upon receipt if by mail, on the date of personal delivery (or by private messenger, courier service or otherwise), or upon receipt of telex or facsimile, whichever occurs first.

Notice to the Manager shall be to:

 

RiverSource Investments, LLC
c/o Ameriprise Financial, Inc.

251 Ameriprise Financial Center
Minneapolis, MN 55474

Attn: President

 

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Notice to the Subadviser shall be to:

 

Wellington Management Company, LLP

75 State Street

Boston, Massachusetts 02109

Attn: Legal Services

Notice to the Corporation shall be to:

 

Seligman Portfolios, Inc.

100 Park Avenue

New York, NY 10017

Attn: Secretary

A party may change its notice address at any time by written communication to the other parties.

13.  Term of Agreement.  This Agreement shall become effective on the Effective Date and shall continue in full force and effect until              and from year to year thereafter if such continuance is approved in the manner required by the 1940 Act. This Agreement may be terminated at any time, with respect to a Subadvised Fund, without payment of penalty, by the Corporation on 60 days’ written notice to the Subadviser by vote of the Board or by vote of a majority of the outstanding voting securities (as defined by the 1940 Act) of the applicable Subadvised Fund. This Agreement also may be terminated, with respect to a Subadvised Fund, by the Subadviser or the Manager at any time upon not less than 6 months’ written notice to the other and to the Corporation. This Agreement will automatically terminate, with respect to a Subadvised Fund, in the event of its assignment (within the meaning of the 1940 Act) with respect to that Subadvised Fund or upon the termination of the Management Agreement with respect to that Subadvised Fund. Notwithstanding the foregoing, the Subadviser may terminate this for cause, on 60 days’ written notice to the Corporation and the Manager.

14.  Amendments.  This Agreement may be amended by consent of the parties hereto provided that the consent of the Fund is obtained in accordance with the requirements of the 1940 Act.

15.  Miscellaneous.  (a) Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior agreements and understandings, whether written or verbal.

(b) Governing Law. This Agreement shall be construed and interpreted under the laws of the State of New York applicable to contracts executed and performed entirely in the State of New York. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations.

(c) Waiver. Failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered to be a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(d) Enforceability. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

 

E-43


(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument.

(f) Headings. The section and paragraph headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the Manager and the Subadviser have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

 

RIVERSOURCE INVESTMENTS, LLC
By  

 

Name:  
Title:  
WELLINGTON MANAGEMENT COMPANY, LLP.
By  

 

Name:  
Title:  

 

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Fee Schedule

 

SUBADVISED FUND

  

ANNUAL RATE

(as a percentage of average daily net assets)

Seligman International Growth Portfolio   

0.45% of net assets up to $50 million

0.40% of net assets over $50 million

 

E-45


Form of Delegation Agreement

SUBADVISORY AGREEMENT

THIS AGREEMENT is entered into as of                      by and between LaSalle Investment Management Securities, B.V.), with its principal office at Herengracht 471, 1071 BS, Amsterdam, The Netherlands (hereinafter referred to as “Subadviser Affiliate”), and LaSalle Investment Management (Securities), L.P. a Maryland limited partnership having its principal office at 100 East Pratt Street, 20th Floor, Baltimore, Maryland 21202 USA (hereinafter referred to as “Subadviser”).

WITNESSETH

WHEREAS, RiverSource Investments, LLC (the “Manager”) has entered into an Investment Management Services Agreement, dated as of the date hereof (the “Management Agreement”), with Seligman LaSalle Real Estate Fund Series, Inc. (the “Corporation”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), to render or contract to obtain assistance in rendering investment management services to Seligman LaSalle Global Real Estate Fund (the “Fund”), a separate series of the Corporation, and to administer the business and other affairs of the Fund; and

WHEREAS, the Manager has retained the Subadviser to assist in providing investment advisory and other services to the Fund pursuant to a Subadvisory Agreement, dated as of the date hereof (the “Subadvisory Agreement”), which authorizes Subadviser to retain Subadviser Affiliate to provide advisory services to the Fund under certain conditions; and

WHEREAS, the Subadviser desires to retain the Subadviser Affiliate to assist in providing investment advisory services to the Fund, and the Subadviser Affiliate is willing to render such services, effective as of the commencement of the Fund’s operations (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties hereby agree as follows:

ARTICLE 1

SERVICES AND COMPENSATION

Section 1.1 Provision of Services.

(a) Subadviser Affiliate shall provide the following services to Subadviser: (i) investment advice, (ii) research and (iii) assistance as the Subadviser shall from time to time reasonably request.

(b) The Subadviser Affiliate shall purchase securities and other assets from or through and sell securities or other assets to or through such persons, brokers or dealers as the Subadviser Affiliate shall deem appropriate in order to carry out the objectives of the Fund, as communicated by the Subadviser. In providing investment management and supervision, it is recognized that the Subadviser Affiliate will seek best execution and, consistent with such policy, may give consideration to the research, statistical and other services furnished by brokers or dealers to the Subadviser Affiliate for its use. Notwithstanding the above, it is understood that it may be desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analysis provided by brokers who execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers. Therefore, the Subadviser is authorized to place orders for the purchase and

 

E-46


sale of securities of the Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients as well as the Fund.

(c) Subadviser Affiliate will not be responsible for any act or omission by brokers and dealers selected by the Subadviser Affiliate in accordance with Section 1.1(b) of this Agreement, provided that such brokers or dealers were selected with reasonable care.

(d) Subadviser Affiliate may, to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate securities to be sold or purchased on behalf of the Fund with those of other clients.

Section 1.2 Excluded Services. The services performed by Subadviser Affiliate shall not include any activities precluded by U.S. or Netherlands law.

Section 1.3 Payments by Subadviser. The parties shall mutually agree on an appropriate compensation structure based on the services to be provided hereunder.

ARTICLE II

TERM AND TERMINATION

Section 2.1 Term. This Agreement shall remain in effect for so long as the Subadvisory Agreement is in effect.

Section 2.2 Termination. This Agreement shall automatically terminate upon the termination of the Subadvisory Agreement. In addition, either party may terminate this Agreement by written notice sent to the other party not less than sixty (60) days prior to the end of the any calendar year. This Agreement may also be terminated at any time, without payment of penalty, by the Fund on 60 days written notice to the Subadviser and the Subadviser Affiliate by vote of the Board or by vote of a majority of the outstanding voting securities (as defined by the 1940 Act) of the Fund.

Section 2.3 Payment by Subadviser. Forthwith after the date of termination, Subadviser Affiliate shall prepare an invoice in respect of any fees due and payable as of that date and Subadviser shall pay the invoice in accordance with terms agreed to between the parties.

ARTICLE III

REPRESENTATIONS

Section 3.1 Representations and Covenants of Subadviser Affiliate. Subadviser Affiliate represents and covenants as follows:

(a) It is duly formed, validly existing and in good standing under the laws of the country/state where organized and has full power and authority to enter into and perform its obligations under this Agreement;

 

E-47


(b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c) It is registered as an investment adviser under the Advisers Act;

(d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

(e) It shall deliver to the Corporation and the Manager (i) a copy of its Form ADV, Part II (or similar disclosure document) and each update thereof, (ii) its proxy voting policies and each update thereof, (iii) its Code of Ethics, including any code adopted under Rule 17j-1 of the 1940 Act, and each update thereof and (iv) such other information (e.g., disclosures, policies, violations of Code of Ethics or other materials) as reasonably requested by the Manager or the Board to the extent such information is required to be delivered or made available under the 1940 Act or Advisers Act or rules and regulations promulgated thereunder or in connection therewith;

(f) Its Form ADV and each investment performance composite and accompanying disclosures provided by it to the Manager or the Board include all material information that is required to be stated therein or necessary to make the statements therein not misleading;

(g) It shall not execute trades with broker-dealers who are “affiliated persons” (within the meaning of the 1940 Act) of it or the Subadviser, without the prior approval of the Manager and, to the extent necessary to comply with the 1940 Act, the Board;

(h) If a partnership, it shall notify the Manager and the Board of any change in the membership of its partnership within a reasonable time after such change;

(i) It has adopted procedures reasonable necessary to prevent “access persons” (within the meaning of Rule 17j-1) from violating its Code of Ethics;

(j) It will make available representatives to report in person to the Board on investment results, regulatory compliance with respect to the Fund’s investments and other matters to the extent that the Manager or the Board may reasonably request. It shall also provide such reports and other information to the Manager or the Board as such persons may reasonably request;

(k) As reasonably requested by the Manager or the Board and in accordance with the scope of the obligations and responsibilities contained in this Agreement, it will cooperate with, and provide assistance to, Subadviser, Manager or the Corporation as needed in order for Subadviser, Manager and the Corporation to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder;

(l) With respect to any investment company in the RiverSource complex of funds, (i) it will not consult with any other subadviser (other than the Subadviser or its affiliates) (each a “Non-affiliated Subadviser”) to that investment company (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any Non-affiliated Subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that investment company in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) if it and any Non-affiliated Subadviser are providing investment advice to that investment company, the investment advice provided by it to that investment company will be limited to the assets for which it is responsible; and

 

E-48


(m) It will promptly notify the Manager in writing in the event that any of the foregoing ceases to be true.

Section 3.2 Representations and Covenants of Subadviser. Subadviser represents and covenants as follows:

(a) It is duly formed, validly existing and in good standing under the laws of the State of Maryland and has full power and authority to enter into and perform its obligations under this Agreement;

(b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c) It is registered as an investment adviser under the Advisers Act;

(d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations;

(e) It will promptly notify the Subadviser Affiliate in writing in the event that any of the foregoing ceases to be true.

ARTICLE IV

INDEMNIFICATION

Section 4.1 Subadviser Indemnification. (a) Subadviser agrees to hold harmless and indemnify the Subadviser Affiliate from and against any loss or damages arising out of Subadviser’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on Subadviser’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

Section 4.2 Subadviser Affiliate Indemnification. The Subadviser Affiliate agrees to hold harmless and indemnify Subadviser from and against any loss or damages arising out of the Subadviser Affiliate’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on the Subadviser Affiliate’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Notices. Any and all notices, elections, offers, acceptances, and demands permitted or required to be made under this Agreement shall be in writing, signed by the person giving such notice, election, offer, acceptance, or demand and shall be delivered personally or sent by registered or certified

 

E-49


mail, to the party, at its address on file with the other party or at such other address as may be supplied in writing. The date of personal delivery or the date of mailing, as the case may be, shall be the date of such notice, election, offer, acceptance, or demand.

Section 5.2 Force Majeure. If the performance of any part of this Agreement by either party or of any obligation under this Agreement, is prevented, restricted, interfered with or delayed by reason or any cause beyond the reasonable control of the party liable to perform, unless conclusive evidence to the contrary is provided the party so affected shall, on giving written notice to the other party, be excused from such performance to the extent of such prevention, restriction, interference, or delay provided, the party so affected shall use its reasonable best efforts to avoid or remove such causes of nonperformance and shall continue performance with the utmost dispatch whenever such causes are removed. Regardless, the affected party shall give prompt notice to the other party of the cause. When such circumstances arise the parties shall discuss what, if any, modification of the terms of this Agreement may be required in order to arrive at an equitable solution.

Section 5.3 Successors and Assigns. This Agreement will automatically terminate in the event of its assignment (within the meaning of the 1940 Act).

Section 5.4 Amendment. No change, modification or amendment of this Agreement shall be valid or binding on the parties unless such change or modification shall be in writing signed by the party or parties against whom the same is sought to be enforced.

Section 5.5 Remedies Cumulative. The remedies of the parties under this Agreement are cumulative and shall not exclude any other remedies to which the party may be lawfully entitled.

Section 5.6 Further Assurances. Each party hereby covenants and agrees that it shall execute and deliver such deeds and other documents as may be required to implement any of the provisions of this Agreement.

Section 5.7 No Waiver. The failure of any party to insist on strict performance of a covenant hereunder or of any obligation hereunder shall not be a waiver of such party’s right to demand strict compliance therewith in the future, nor shall the same be construed as a novation of this Agreement.

Section 5.8 Integration. This Agreement constitutes the full and complete agreement of the parties.

Section 5.9 Captions. Titles or captions of articles and paragraphs contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof.

Section 5.10 Number and Gender. Whenever required by the context, the singular number shall include the plural, the plural number shall include the singular and the gender of any pronoun shall include all genders.

Section 5.11 Counterparts. This Agreement may be executed in multiple copies each of which shall for all purposes constitute an Agreement, binding on the parties, and each party hereby covenants and agrees to execute all duplicates or replacement counterparts of this Agreement as may be required.

Section 5.12 Applicable Law. This Agreement shall be construed and interpreted under the laws of the State of New York applicable to contracts executed and performed entirely in the State of New

 

E-50


York. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations. Jurisdiction shall lie exclusively within the United States.

Section 5.13 Computation of Time. Whenever the last day for the exercise of any privilege or the discharge of any duty hereunder shall fall on a Saturday, Sunday or any public or legal holiday, whether local or national, the person having such privilege or duty shall have until 5:00p.m. on the next succeeding business day (based upon local time for that person) to exercise such privilege or to discharge such duty.

Section 5.14 Severability. In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

Section 5.15 Costs and Expenses. Unless otherwise provided in this Agreement, each party shall bear all fees and expenses incurred in performing its obligations under this Agreement.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Signatures on next page. Balance of page intentionally left blank.

 

E-51


LASALLE INVESTMENT MANAGEMENT (SECURITIES), L.P. by its General Partner, LaSalle Investment Management (Securities), Inc.

 

By:  

 

Title:  

 

LASALLE INVESTMENT MANAGMENT SECURITIES, B.V.

 

By:  

 

Title:  

 

 

E-52


Appendix F

Advisory and Subadvisory Fees under the Current and Proposed Advisory Agreements and

Current and Proposed Subadvisory Agreements

Fees payable to the Manager by each Fund under each Current Management Agreement, Interim

Advisory Agreement and Proposed Advisory Agreement

Each Current Management Agreement and Proposed Advisory Agreement provides for a monthly fee.

 

Fund

  

Current Fee1

  

Proposed Fee2

Seligman Capital Fund, Inc.   

First $1,000,000,000: 0.85%

Next $1,000,000,000: 0.80%

In excess of $2,000,000,000: 0.75%

  

Same

Seligman Cash Management Fund, Inc.    Fee equal to the Applicable Percentage of the daily net assets of the Fund. “Applicable Percentage” means the amount obtained by dividing (i) the Fee Amount by (ii) the Fee Base.    Same
  

The Term “Fee Amount” means the sum of (i) 0.45 of 1% on an annual basis of the first $4,000,000,000 of Fee Base, (ii) 0.425 of 1% on an annual basis of the next $2,000,000,000 of Fee Base, (iii) 0.40 of 1% on an annual basis of the next $2,000,000,000 of Fee Base, and (iv) 0.375 of 1% on an annual basis of the Fee Base in excess of $8,000,000.

  
  

The term “Fee Base” as of any day means the sum of the net assets at the close of business on the previous day of each of the investment companies registered under the Investment Company Act of 1940 for which the Manager or any affiliated company acts as investment adviser or manager (including the Fund).

  
Seligman Common Stock Fund, Inc.   

First $1,000,000,000: 0.65%

Next $1,000,000,000: 0.60%

In excess of $2,000,000,000: 0.55%

  

Same

Seligman Communications and Information Fund, Inc.   

First $3,000,000,000: 0.90%

Next $3,000,000,000: 0.85%

In excess of $6,000,000,000: 0.75%

  

 

2

Based on average daily net assets.

3

Based on net assets as of the close of the preceding day.

 

F-1


Fund

  

Current Fee1

  

Proposed Fee2

Seligman Frontier Fund, Inc.   

First $750,000,000: 0.95%

In excess of $750,000,000: 0.85%

  

Same

Seligman Emerging Markets Fund   

First $1,000,000,000: 1.25%

Next $1,000,000,000: 1.15%

In excess of $2,000,000,000: 1.05%

  

Same

Seligman Global Smaller Companies Fund   

First $100,000,000: 1.00%;

In excess of $100,000,000: 0.90%

  

Same

Seligman Global Growth Fund   

First $50,000,000: 1.00%;

Next $1,000,000,000: 0.95%

In excess of $1,050,000,000: 0.90%

  

Same

Seligman International Growth Fund   

First $50,000,000: 1.00%

Next $1,000,000,000: 0.95%

In excess of $1,050,000,00: 0.90%

  

Same

Seligman Growth Fund, Inc.   

First $1,000,000,000: 0.70%

Next $1,000,000,000: 0.65%

In excess of $2,000,000,000: 0.60%

  

Same

Seligman U.S. Government Securities Fund    0.50%   

Same

Seligman High-Yield Fund   

First $1,000,000,000: 0.65%

In excess of $1,000,000,000: 0.55%

  

Same

Seligman Income and Growth Fund, Inc.   

First $1,000,000,000: 0.60%

Next $1,000,000,000: 0.55%

In excess of $2,000,000,000: 0.50%

  

Same

Seligman Core Fixed Income Fund, Inc.    0.50%   

Same

Seligman LaSalle Global Real Estate Fund    0.98%.   

Same

Seligman LaSalle Monthly Dividend Real Estate Fund    0.90%   

Same

Seligman New Jersey Municipal Fund, Inc.    0.50%   

Same

Seligman Pennsylvania Municipal Fund Series    0.50%   

Same

 

F-2


Fund

  

Current Fee1

  

Proposed Fee2

Seligman National Municipal Fund

   0.50%    Same

Seligman Colorado Municipal Fund

   0.50%    Same

Seligman Georgia Municipal Fund

   0.50%    Same

Seligman Louisiana Municipal Fund

   0.50%    Same

Seligman Maryland Municipal Fund

   0.50%    Same

Seligman Massachusetts Municipal Fund

   0.50%    Same

Seligman Michigan Municipal Fund

   0.50%    Same

Seligman Minnesota Municipal Fund

   0.50%    Same

Seligman Missouri Municipal Fund

   0.50%    Same

Seligman New York Municipal Fund

   0.50%    Same

Seligman Ohio Municipal Fund

   0.50%    Same

Seligman Oregon Municipal Fund

   0.50%    Same

Seligman South Carolina Municipal Fund

   0.50%    Same

Seligman California High-Yield Municipal Series

   0.50%    Same

Seligman California Quality Municipal Series

   0.50%    Same

Seligman Florida Municipal Series

   0.50%    Same

Seligman North Carolina Municipal Series

   0.50%    Same
Seligman TargETFund 2045   

First $500,000,000: 0.50%

Next $500,000,000: 0.45%

In excess of $1,000,000,000: 0.40%

   Same
Seligman TargETFund 2035   

First $500,000,000: 0.50%

Next $500,000,000: 0.45%

In excess of $1,000,000,000: 0.40%

   Same
Seligman TargETFund 2025   

First $500,000,000: 0.50%

Next $500,000,000: 0.45%

In excess of $1,000,000,000: 0.40%

   Same
Seligman TargETFund 2015   

First $500,000,000: 0.50%

Next $500,000,000: 0.45%

In excess of $1,000,000,000: 0.40%

   Same
Seligman TargETFund Core   

First $500,000,000: 0.50%

Next $500,000,000: 0.45%

In excess of $1,000,000,000: 0.40%

   Same
Seligman Asset Allocation Series, Inc.    []    []
Seligman Large-Cap Value Fund    0.80%    Same
Seligman Smaller-Cap Value Fund    1.00%    Same
Seligman Capital Portfolio, Seligman Cash Management Portfolio and Seligman Common Stock Portfolio    0.40%    Same
Seligman Communications and Information Portfolio    0.75%    Same
Seligman Global Technology Portfolio   

First $2,000,000,000: 1.00%

Next $2,000,000,000: 0.95%

In excess of $4,000,000,000: 0.90%

   Same
Seligman International Growth Portfolio   

First $50,000,000: 1.00%

Next $1,000,000,000: 0.95%

In excess of $1,050,000,000: 0.90%

   Same
Seligman Investment Grade Fixed Income Portfolio    0.40%    Same

 

F-3


Fund

  

Current Fee1

  

Proposed Fee2

Seligman Large-Cap Value Portfolio   

First $50,000,000: 0.80%

Next $500,000,000: 0.70%

In excess of $1,000,000,000: 0.60%

   Same
Seligman Small-Cap Value Portfolio   

First $50,000,000: 1.00%

Next $500,000,000: 0.90%

In excess of $1,000,000,000: 0.80%

   Same

Fees payable to the Subadviser by each Subadvised Fund under each Current Subadvisory

Agreement and Proposed Subadvisory Agreement

 

Subadvised Fund

  

Subadviser

   Subadvisory Fees
Seligman Emerging Markets Fund    Wellington   
Seligman Global Growth Fund    Wellington   
Seligman Global Smaller Companies Fund    Wellington   
Seligman International Growth Fund    Wellington   
Seligman International Growth Portfolio    Wellington   
Seligman LaSalle Global Real Estate Fund    LaSalle U.S.   
Seligman LaSalle Monthly Dividend Real Estate Fund    LaSalle U.S.   

 

F-4


Amounts Paid by Each Fund to Seligman and Affiliates

The following table indicates amounts paid (after waivers and reimbursements, if any) by each Fund to Seligman or an affiliate of Seligman during the Fund’s last fiscal year, except as otherwise indicated:

 

Fund

  

Management

Fees ($)

   Distribution
Fees ($)
   Transfer Agency
Fees ($)
  

Fiscal Year
Ended

Seligman Capital Fund

   3,982,898          12/31/2007

Seligman Cash Management Fund

   776,197          12/31/2007

Seligman Common Stock Fund

   1,571,225          12/31/2007

Seligman Communications and Information Fund

   34,908,273          12/31/2007

Seligman Frontier Fund

   766,116          10/31/2007

Seligman Emerging Markets Fund

   1,481,382          10/31/2007

Seligman Global Growth Fund

   415,810          10/31/2007

Seligman Global Smaller Companies Fund

   2,081,618          10/31/2007

Seligman Global Technology Fund

   3,876,481          10/31/2007

Seligman International Growth Fund

   986,014          10/31/2007

Seligman Growth Fund, Inc.

   3,101,571          10/31/2007

Seligman High-Yield Fund

   1,927,944          12/31/2007

Seligman U.S. Government Securities Fund

   292,788          12/31/2007

Seligman Income and Growth Fund

   516,284 (Seligman reimbursed $3,983 of expenses for Class I shares)          12/31/2007

Seligman Core Fixed Income Fund

   143,267 (Seligman reimbursed $141,505 to the fund)          09/30/2007

Seligman LaSalle Global Real Estate Fund

   297,971 (Seligman waived/reimbursed $277,681)          12/31/2007

Seligman LaSalle Monthly Dividend Real Estate Fund

  

827,966

(Seligman waived/reimbursed $162,369)

         12/31/2007

Seligman New Jersey Municipal Fund, Inc.

   175,579          09/30/2007

Seligman Pennsylvania Municipal Fund Series

   82,226          09/30/2007

Seligman National Municipal Fund

   327,359          09/30/2007

Seligman Colorado Municipal Fund

   160,106          09/30/2007

Seligman Georgia Municipal Fund

   140,819          09/30/2007

Seligman Louisiana Municipal Fund

   147,468          09/30/2007

Seligman Maryland Municipal Fund

   177,465          09/30/2007

Seligman Massachusetts Municipal Fund

   315,843          09/30/2007

Seligman Michigan Municipal Fund

   439,037          09/30/2007

 

F-5


Fund

  

Management

Fees ($)

   Distribution
Fees ($)
   Transfer Agency
Fees ($)
  

Fiscal Year
Ended

Seligman Minnesota Municipal Fund

   375,995          09/30/2007

Seligman Missouri Municipal Fund

   140,556          09/30/2007

Seligman New York Municipal Fund

   342,695          09/30/2007

Seligman Ohio Municipal Fund

   491,337          09/30/2007

Seligman Oregon Municipal Fund

   248,955          09/30/2007

Seligman South Carolina Municipal Fund

   363,984          09/30/2007

Seligman California High-Yield Municipal Series

   139,760 (Seligman waived/reimbursed 34,940)          09/30/2007

Seligman California Quality Municipal Series

   214,476          09/30/2007

Seligman Florida Municipal Series

   97,234 (Seligman waived/reimbursed 41,672)          09/30/2007

Seligman North Carolina Municipal Series

   81,336          09/30/2007

Seligman TargETFund 2045

   (71,869) (which reflects management fee waivers and/or expense reimbursements)          09/30/2007

Seligman TargETFund 2035

   (80,851) (which reflects management fee waivers and/or expense reimbursements)          09/30/2007

Seligman TargETFund 2025

   41,000 (which reflects management fee waivers and/or expense reimbursements)          09/30/2007

Seligman TargETFund 2015

   68,732 (which reflects management fee waivers and/or expense reimbursements)          09/30/2007

 

F-6


Fund

  

Management

Fees ($)

   Distribution
Fees ($)
   Transfer Agency
Fees ($)
  

Fiscal Year
Ended

Seligman TargETFund Core

   234,691 (which reflects management fee waivers and/or expense reimbursements)          09/30/2007

Seligman Asset Allocation Aggressive Growth Fund

   22,113 payable (Part of the amount was waived by Seligman)          12/31/2007

Seligman Asset Allocation Balanced Fund

   18,744 payable (The full amount was waived by Seligman)          12/31/2007

Seligman Asset Allocation Growth Fund

   35,507 payable (The full amount was waived by Seligman)          12/31/2007

Seligman Asset Allocation Moderate Growth Fund

   42,892 payable (The full amount was waived by Seligman)          12/31/2007

Seligman Large-Cap Value Fund

   2,163,189          12/31/2007

Seligman Smaller-Cap Value Fund

   3,132,269          12/31/2007

Seligman Capital Portfolio

   44,328 (13,801 waived or reimbursed by Seligman)          12/31/2007

Seligman Cash Management Portfolio

   43,269          12/31/2007

Seligman Common Stock Portfolio

   28,080          12/31/2007

Seligman Communications and Information Portfolio

   430,167          12/31/2007

Seligman Global Technology Portfolio

   85,706 (97,403 waived or reimbursed by Seligman)          12/31/2007

Seligman International Growth Portfolio

   42,745 (86,100 waived or reimbursed by Seligman)          12/31/2007

 

F-7


Fund

  

Management
Fees ($)

   Distribution
Fees ($)
   Transfer Agency
Fees ($)
  

Fiscal Year
Ended

Seligman Investment Grade Fixed Income Portfolio

   7,934 (32,224 waived or reimbursed by Seligman)          12/31/2007

Seligman Large-Cap Value Portfolio

   34,194          12/31/2007

Seligman Smaller-Cap Value Portfolio

   2,203,083          12/31/2007

Amounts Paid by Seligman to LaSalle

The following table indicates amounts paid (after waivers and reimbursements, if any) by Seligman to LaSalle in respect of the Funds listed below for each Fund’s most recent fiscal year (ended December 31, 2007):

 

Fund

  

Fees Paid ($)

Seligman LaSalle Global Real Estate Fund   
Seligman LaSalle Monthly Dividend Real Estate Fund   

Amounts Paid by Seligman to Wellington

The following table indicates amounts paid (after waivers and reimbursements, if any) by Seligman to Wellington in respect of the Funds listed below for each Fund’s most recent fiscal year (ended October 31, 2007):

 

Fund

  

Fees Paid ($)

Seligman Emerging Markets Fund   
Seligman Global Growth Fund   
Seligman Global Smaller Companies Fund   
Seligman International Growth Fund   
Seligman International Growth Portfolio   

 

F-8


Appendix G

 

Share Ownership of Directors and Nominees

 

1.   Beneficial Ownership of Equity Securities by the Directors and Nominees in the Funds and in Family of Investment Companies

 

The tables below show the dollar range of equity securities of each Fund and the aggregate dollar range of equity securities of all funds in the Funds’ “Family of Investment Companies” (as defined in Item 22(a)(1)(iv) of Rule 14a-101 under the Exchange Act) owned by each Director and Nominee as of June 30 (unless otherwise indicated). For purposes of the tables below, the following symbols are applicable:

 

N    None    C    $50,001 - $100,000
A    $1 - $10,000    D    Over $100,000
B    $10,001 - $50,000      

 

Name of Nominee/ Director

 

Fund Name/(Dollar Range

of Equity Securities in Fund)

 

Aggregate Dollar Range of Equity Securities

in all Funds Overseen by Director or

Nominee in Family of Investment Companies

Independent Director Nominee

   

Kathleen Blatz

   

Arne H. Carlson

   

Pamela G. Carlton

   

Patricia M. Flynn

   

Anne P. Jones

   

Jeffrey Laikind

   

Stephen R. Lewis, Jr.

   

Catherine James Paglia

   

Alison Taunton-Rigby

   

Interested Director Nominee

   

William F. Truscott

   

Independent Director

   

Maureen Fonseca

   

Betsy S. Michel

   

James N. Whitson

   

John R. Galvin

   

John F. Maher

   

 

G-1


Name of Nominee/ Director

 

Fund Name/(Dollar Range

of Equity Securities in Fund)

 

Aggregate Dollar Range of Equity Securities

in all Funds Overseen by Director or
Nominee in Family of Investment Companies

Frank A. McPherson

   

Leroy C. Richie

   

Robert L. Shafer

   

Interested Director

   

William C. Morris

   

Brian T. Zino

   

 

G-2


Appendix H

 

Executive Officer Information

 

1.   Biographical Information Regarding Executive Officers of the Funds.

 

Information regarding the current officers of each Fund is shown below. The address of each officer is 100 Park Avenue, 8th Floor, New York, NY 10017.

 

The following officers are officers of each Fund

 

Seligman Capital Fund, Inc. and Seligman Growth Fund, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served*

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman of the Board (“Chairman”)

  

Capital Fund: 1988 to Date

 

Growth Fund:

   Chairman and Director, J. & W. Seligman & Co. Incorporated; Chairman and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Chairman and Director, Seligman Advisors, Inc., Seligman Services, Inc. and Carbo Ceramics Inc. (manufacturer of ceramic proppants for oil and gas industry); Director, Seligman Data Corp.; and President and CEO of The Metropolitan Opera Association. Formerly, Director, Kerr-McGee Corporation (diversified energy and chemical company) and CEO of each of the investment companies of the Seligman Group of Funds.

Brian T. Zino (55),

Director, President, Chief Executive Officer (“CEO”)

  

Capital Fund: Director: 1993 to Date;

President: 1995 to Date;

CEO: 2002 to Date

 

Growth Fund:

   Director and President, J. & W. Seligman & Co. Incorporated; President, Chief Executive Officer, and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Director, Seligman Advisors, Inc. and Seligman Services, Inc.; Chairman, Seligman Data Corp.; and Member of the Board of Governors of the Investment Company Institute. Formerly, Director, ICI Mutual Insurance Company.

Eleanor T. M. Hoagland (56),

Vice President (“VP”), Chief Compliance Officer

  

Capital Fund: 2004 to Date

 

Growth Fund:

   Managing Director, J. & W. Seligman & Co. Incorporated; VP and Chief Compliance Officer of each of the investment companies of the Seligman Group of Funds.

Thomas G. Rose (50),

VP

  

Capital Fund: 2000 to Date

 

Growth Fund:

   Managing Director, Chief Financial Officer, and Treasurer, J. & W. Seligman & Co. Incorporated; Senior VP, Finance, Seligman Advisors, Inc. and Seligman Data Corp.; VP of each of the investment companies of the Seligman Group of Funds, Seligman Services, Inc. and Seligman International, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

  

Capital Fund: VP: 1992 to Date;

Treasurer: 2000 to Date

 

Growth Fund:

   Senior VP and Treasurer, Investment Companies, J. & W. Seligman & Co. Incorporated; VP and Treasurer of each of the investment companies of the Seligman Group of Funds and Treasurer, Seligman Data Corp.

Erik J. Voss (40),

VP, Portfolio Manager

  

Capital Fund: October 2006 to Date

 

Growth Fund:

   Managing Director, J. & W. Seligman & Co. Incorporated; VP and Portfolio Manager of Seligman Growth Fund, Inc.; VP, Seligman Portfolios, Inc. and Portfolio Manager of its Capital Portfolio. Formerly, Portfolio Manager, Wells Capital Management Incorporated, and prior thereto, Strong Capital Management.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

  

Capital Fund: July 2008 to Date

 

Growth Fund:

   Director, Managing Director, General Counsel and Corporate Secretary, J. & W. Seligman & Co. Incorporated; Secretary of each of the investment companies of the Seligman Group of Funds; and Corporate Secretary, Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp. Formerly, Senior Vice President, Associate General Counsel and Assistant Corporate Secretary, J. & W. Seligman & Co. Incorporated; Assistant Secretary of each of the investment companies in the Seligman Group of Funds; and Assistant Corporate Secretary, Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp.

 

*   Each director serves for an indefinite term, until the election and qualification of a successor or until his or her earlier death, resignation, or removal. Each officer is elected annually by the Board of Directors.

 

H-1


Seligman Cash Management Fund, Inc. and Seligman High Income Fund Series

 

Name (Age) and Position

With the Fund

   Term of Office and
Length of Time Served*
   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman of the Board (“Chairman”)

  

Cash Management Fund: 1988 to Date

 

High Income Fund Series:

   Chairman and Director, J. & W. Seligman & Co. Incorporated; Chairman and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Chairman and Director, Seligman Advisors, Inc., Seligman Services, Inc. and Carbo Ceramics Inc. (manufacturer of ceramic proppants for oil and gas industry); Director, Seligman Data Corp.; and President and CEO of The Metropolitan Opera Association. Formerly, Director, Kerr-McGee Corporation (diversified energy and chemical company) and CEO of each of the investment companies of the Seligman Group of Funds.

Brian T. Zino (55),

Director, President, Chief Executive Officer (“CEO”)

  

Cash Management Fund: Director: September 2007 to Date;

President: 1995 to Date;

CEO: 2002 to Date

 

High Income Fund Series:

   Director and President, J. & W. Seligman & Co. Incorporated; President, Chief Executive Officer, and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Director, Seligman Advisors, Inc. and Seligman Services, Inc.; Chairman, Seligman Data Corp.; and Member of the Board of Governors of the Investment Company Institute. Formerly, Director, ICI Mutual Insurance Company.

Eleanor T. M. Hoagland (56),

Vice President (“VP”), Chief Compliance Officer

  

Cash Management Fund: 2004 to Date

 

High Income Fund Series:

   Managing Director, J. & W. Seligman & Co. Incorporated; VP and Chief Compliance Officer of each of the investment companies of the Seligman Group of Funds.

Francis L. Mustaro (57),

VP, Portfolio Manger

  

Cash Management Fund: April 2006 to Date

 

High Income Fund Series:

   Managing Director, J. & W. Seligman & Co. Incorporated; VP and Portfolio Manager of Seligman Core Fixed Income Fund, Inc.; VP, Seligman High Income Fund Series and Portfolio Manager of its U.S. Government Securities Fund; VP and Co-Portfolio Manager of Seligman Income and Growth Fund, Inc.; VP, Seligman Portfolios, Inc. and Portfolio Manager of its Cash Management Portfolio and Investment Grade Fixed Income Portfolio. Formerly, Managing Director and Senior Portfolio Manager, Core Fixed Income Group, Citigroup Asset Management.

Thomas G. Rose (50),

VP

  

Cash Management Fund: 2000 to Date

 

High Income Fund Series:

   Managing Director, Chief Financial Officer, and Treasurer, J. & W. Seligman & Co. Incorporated; Senior VP, Finance, Seligman Advisors, Inc. and Seligman Data Corp.; VP of each of the investment companies of the Seligman Group of Funds, Seligman Services, Inc. and Seligman International, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

  

Cash Management Fund: VP: 1992 to Date;

Treasurer: 2000 to Date

 

High Income Fund Series:

   Senior VP and Treasurer, Investment Companies, J. & W. Seligman & Co. Incorporated; VP and Treasurer of each of the investment companies of the Seligman Group of Funds and Treasurer, Seligman Data Corp.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

  

Cash Management Fund: July 2008 to Date

 

High Income Fund Series:

   Director, Managing Director, General Counsel and Corporate Secretary, J. & W. Seligman & Co. Incorporated; Secretary of each of the investment companies of the Seligman Group of Funds; and Corporate Secretary, Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp. Formerly, Senior Vice President, Associate General Counsel and Assistant Corporate Secretary, J. & W. Seligman & Co. Incorporated; Assistant Secretary of each of the investment companies in the Seligman Group of Funds; and Assistant Corporate Secretary, Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp.

 

*   Each director serves for an indefinite term, until the election and qualification of a successor or until his or her earlier death, resignation, or removal. Each officer is elected annually by the Board of Directors.

 

H-2


Seligman New Jersey Municipal Fund, Inc., Seligman Pennsylvania Municipal Fund Series,

Seligman Municipal Fund Series, Inc., and Seligman Municipal Series Trust

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served*

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman of the Board (“Chairman”)

   All Funds and Series: 1988 to Date    Chairman and Director, J. & W. Seligman & Co. Incorporated; Chairman and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Chairman and Director, Seligman Advisors, Inc., Seligman Services, Inc. and Carbo Ceramics Inc. (manufacturer of ceramic proppants for oil and gas industry); Director, Seligman Data Corp.; and President and CEO of The Metropolitan Opera Association. Formerly, Director, Kerr-McGee Corporation (diversified energy and chemical company) and CEO of each of the investment companies of the Seligman Group of Funds.

Brian T. Zino (55),

Director, President, Chief Executive Officer (“CEO”)

  

All Funds and Series: Director: 1993 to Date;

President: 1995 to Date;

CEO: 2002 to Date

   Director and President, J. & W. Seligman & Co. Incorporated; President, Chief Executive Officer, and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Director, Seligman Advisors, Inc. and Seligman Services, Inc.; Chairman, Seligman Data Corp.; and Member of the Board of Governors of the Investment Company Institute. Formerly, Director, ICI Mutual Insurance Company.

Eileen A. Comerford (49),

VP, Co-Portfolio Manager

   All Funds and Series: 2003 to Date    In addition to her position with the Series, she is a Managing Director, J. & W. Seligman & Co. Incorporated; Vice President and Co-Portfolio Manager, Seligman Municipal Fund Series, Inc., Seligman New Jersey Municipal Fund, Inc., Seligman Pennsylvania Municipal Fund Series, and Seligman Select Municipal Fund, Inc.

Eleanor T. M. Hoagland (56),

Vice President (“VP”), Chief Compliance Officer

   All Funds and Series: 2004 to Date    Managing Director, J. & W. Seligman & Co. Incorporated; VP and Chief Compliance Officer of each of the investment companies of the Seligman Group of Funds.

Thomas G. Moles (65),

VP, Co-Portfolio Manager

  

New Jersey Municipal Fund: 1988 to Date

Pennsylvania Municipal Fund: 1986 to Date

Municipal Fund Series: 1983 to Date

Municipal Series Trust: 1988 to Date

   In addition to his position with the Series, he is Director and Managing Director, J. & W. Seligman & Co. Incorporated; Vice President and Co-Portfolio Manager, Seligman Municipal Fund Series, Inc., Seligman New Jersey Municipal Fund, Inc. and Seligman Pennsylvania Municipal Fund Series; Executive Vice President and Co-Portfolio Manager, Seligman Select Municipal Fund, Inc. (a closed-end investment company); and Director, Seligman Advisors, Inc. and Seligman Services, Inc. Formerly, President, Seligman Quality Municipal Fund, Inc. and Seligman Select Municipal Fund, Inc.

Thomas G. Rose (50),

VP

   All Funds and Series: 2000 to Date    Managing Director, Chief Financial Officer, and Treasurer, J. & W. Seligman & Co. Incorporated; Senior VP, Finance, Seligman Advisors, Inc. and Seligman Data Corp.; VP of each of the investment companies of the Seligman Group of Funds, Seligman Services, Inc. and Seligman International, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

  

All Funds and Series: VP: 1992 to Date;

Treasurer: 2000 to Date

   Senior VP and Treasurer, Investment Companies, J. & W. Seligman & Co. Incorporated; VP and Treasurer of each of the investment companies of the Seligman Group of Funds and Treasurer, Seligman Data Corp.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   All Funds and Series: July 2008 to Date    Director, Managing Director, General Counsel and Corporate Secretary, J. & W. Seligman & Co. Incorporated; Secretary of each of the investment companies of the Seligman Group of Funds; and Corporate Secretary, Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp. Formerly, Senior Vice President, Associate General Counsel and Assistant Corporate Secretary, J. & W. Seligman & Co. Incorporated; Assistant Secretary of each of the investment companies in the Seligman Group of Funds; and Assistant Corporate Secretary, Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp.

 

*   Each director serves for an indefinite term, until the election and qualification of a successor or until his or her earlier death, resignation, or removal. Each officer is elected annually by the Board of Directors.

 

H-3


Seligman Common Stock Fund, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   1988 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

  

Director: 1993 to Date

President: 1995 to Date

CEO: 2002 to Date

   Please see related section under Seligman Capital Fund, Inc.

John B. Cunningham (43),

VP, Portfolio Manager

   2004 to Date    Managing Director and Chief Investment Officer, J. & W. Seligman & Co. Incorporated; Vice President and Portfolio Manager, Tri-Continental Corporation and Seligman Income and Growth Fund, Inc.; Vice President, Seligman Portfolios, Inc. and Portfolio Manager of its Common Stock Portfolio; and Vice President and Co-Portfolio Manager of Seligman TargetHorizon ETF Portfolios, Inc. Formerly, Managing Director, Senior Portfolio Manager, Salomon Brothers Asset Management.

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

Thomas G. Rose (50),

VP

   2000 to Date    Please see related section under Seligman Capital Fund, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

  

VP: 1992 to Date

Treasurer: 2000 to Date

   Please see related section under Seligman Capital Fund, Inc.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

Seligman Communications and Information Fund, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   1988 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

  

Director: 1993 to Date

President: 1995 to Date

CEO: 2002 to Date

   Please see related section under Seligman Capital Fund, Inc.

Ajay Diwan (42),

VP, Co-Portfolio Manager

   2006 to Date    Managing Director, J. & W. Seligman & Co. Incorporated; and VP and Co-Portfolio Manager, Seligman Communications and Information Fund, Inc. Formerly, VP, Equity Research, Goldman Sachs.

 

H-4


Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

Thomas G. Rose (50),

VP

   2000 to Date    Please see related section under Seligman Capital Fund, Inc.

Reema D. Shah (35),

VP, Co-Portfolio Manager

   2006 to Date    Managing Director, J. & W. Seligman & Co. Incorporated; and VP and Co-Portfolio Manager, Seligman Communications and Information Fund, Inc., Seligman New Technologies Fund, Inc., and Seligman New Technologies Fund II, Inc. Formerly, Senior Transaction Processing Analyst, CS First Boston.

Lawrence P. Vogel (51),

VP, Treasurer

  

VP: 1992 to Date

Treasurer: 2000 to Date

   Please see related section under Seligman Capital Fund, Inc.

Paul H. Wick (45),

VP and Portfolio Manager

   1990 to Date    Director and Managing Director, J. & W. Seligman & Co. Incorporated; Director, Seligman Advisors, Inc. and Seligman Services, Inc.; VP, Seligman Portfolios, Inc. and Portfolio Manager of its Communications and Information Portfolio.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

Seligman Frontier Fund, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   1988 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

  

Director: 1993 to Date

President: 1995 to Date

CEO: 2002 to Date

   Please see related section under Seligman Capital Fund, Inc.

Michael J. Alpert (40),

VP, Co-Portfolio Manager

  

Portfolio Manager: 2006 to Date

Co-Portfolio Manager: 2004-2006

   Managing Director, J. & W. Seligman & Co. Incorporated. He joined Seligman in August 1999 as a member of the Small Company Growth Team. He became Co-Portfolio Manager of the Fund in 2004, and Portfolio Manager of the Fund in 2006.

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

Thomas G. Rose (50),

VP

   2000 to Date    Please see related section under Seligman Capital Fund, Inc.

 

H-5


Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

Lawrence P. Vogel (51),

VP, Treasurer

  

VP: 1992 to Date

Treasurer: 2000 to Date

   Please see related section under Seligman Capital Fund, Inc.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

Seligman Global Fund Series, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   1992 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

  

Director: 1993 to Date

President: 1995 to Date

CEO: 2002 to Date

   Please see related section under Seligman Capital Fund, Inc.

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

Richard M. Parower (42),

VP, Portfolio Manager

   2002 to Date    Portfolio Manager of Global Technology Portfolio; Managing Director, J. & W. Seligman & Co. Incorporated; VP of Seligman Global Fund Series, Inc. and Portfolio Manager of its Global Technology Fund; VP and Co-Portfolio Manager of Seligman New Technologies Fund, Inc. and Seligman New Technologies Fund II, Inc. Formerly, Senior Analyst with Citibank Global Asset Management covering Global IT Services from June 1998 to April 2000.

Thomas G. Rose (50),

VP

   2000 to Date    Please see related section under Seligman Capital Fund, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

  

VP: 1992 to Date

Treasurer: 2000 to Date

   Please see related section under Seligman Capital Fund, Inc.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

H-6


Seligman Income and Growth Fund, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   1988 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

  

Director: 1993 to Date

President: 1995 to Date

CEO: 2002 to Date

   Please see related section under Seligman Capital Fund, Inc.

John B. Cunningham (43),

VP, Portfolio Manager

   2004 to Date    Please see related section under Seligman Common Stock Fund, Inc.

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

J. Eric Misenheimer (45),

VP, Co-Portfolio Manager

   2005 to Date    Managing Director, J. & W. Seligman & Co. Incorporated; Co-Portfolio Manager of Seligman Income and Growth Fund, Inc. Formerly, Senior VP, Director of Taxable High Yield Fixed Income Investing, Northern Trust Global Investments.

Francis L. Mustaro (57),

VP, Co-Portfolio Manger

   April 2006 to Date    Please see related section under Seligman Cash Management Fund, Inc.

Thomas G. Rose (50),

VP

   2000 to Date    Please see related section under Seligman Capital Fund, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

  

VP: 1992 to Date

Treasurer: 2000 to Date

   Please see related section under Seligman Capital Fund, Inc.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

Seligman Core Fixed Income Fund, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   2001 to Date    Please see related section under Seligman Capital Fund, Inc.

 

H-7


Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

Brian T. Zino (55),

Director, President, CEO

   Director and President: 2001 to Date CEO: 2002 to Date    Please see related section under Seligman Capital Fund, Inc.

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

J. Eric Misenheimer (45),

VP, Portfolio Manager

   2006 to Date    Please see related section under Seligman Income and Growth Fund, Inc.

Francis L. Mustaro (57),

VP, Portfolio Manager

   2006 to Date    Please see related section under Seligman Cash Management Fund, Inc.

Thomas G. Rose (50),

VP

   2001 to Date    Please see related section under Seligman Capital Fund, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

   2001 to Date    Please see related section under Seligman Capital Fund, Inc.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

Seligman LaSalle Real Estate Fund Series, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   2003 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

   2003 to Date    Please see related section under Seligman Capital Fund, Inc.

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

Thomas G. Rose (50),

VP

   2003 to Date    Please see related section under Seligman Capital Fund, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

   2003 to Date    Please see related section under Seligman Capital Fund, Inc.

 

H-8


Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

Seligman TargetHorizon ETF Portfolios, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   2005 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

   2005 to Date    Please see related section under Seligman Capital Fund, Inc.

John B. Cunningham (43),

VP

   2005 to Date    Please see related section under Seligman Cash Management Fund, Inc.

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2005 to Date    Please see related section under Seligman Common Stock Fund, Inc.

Charles W. Kadlec (60),

VP

   2005 to Date    Director and Managing Director, J. & W. Seligman & Co. Incorporated; Director and President, Seligman Advisors, Inc. and Seligman Services, Inc.; VP and Co-Portfolio Manager, Seligman Target Horizon ETF Portfolios, Inc. Mr. Kadlec is the architect of several investment strategies, chief among them Seligman Time Horizon Matrix and Seligman Harvester.

Thomas G. Rose (50),

VP

   2005 to Date    Please see related section under Seligman Capital Fund, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

   2005 to Date    Please see related section under Seligman Capital Fund, Inc.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   2005 to Date    Please see related section under Seligman Capital Fund, Inc.

 

Seligman Asset Allocation Series, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   2003 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

   2003 to Date    Please see related section under Seligman Capital Fund, Inc.

 

H-9


Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

Charles W. Kadlec (60),

VP, Portfolio Manager

   1999 to Date    Please see related section under Seligman TargetHorizon ETF Portfolios, Inc.

Thomas G. Rose (50),

VP

   2003 to Date    Please see related section under Seligman Capital Fund, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

   2003 to Date    Please see related section under Seligman Capital Fund, Inc.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

Seligman Value Fund Series, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   1997 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

  

Director and President: 1997 to Date

CEO: 2002 to Date

   Please see related section under Seligman Capital Fund, Inc.

Neil T. Eigen (64),

VP, Co-Portfolio Manager

   1997 to Date    Director and Managing Director, J. & W. Seligman & Co. Incorporated; Director, Seligman Advisors, Inc. and Seligman Services, Inc.; VP Seligman Portfolios, Inc. and Co-Portfolio Manager of its Large-Cap Value Portfolio and Smaller-Cap Value Portfolio. Formerly, Senior Managing Director, Chief Investment Officer, and Director of Equity Investing, Bear Stearns Asset Management.

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

Thomas G. Rose (50),

VP

   2000 to Date    Please see related section under Seligman Capital Fund, Inc.

Richard S. Rosen (49),

VP, Co-Portfolio Manager

   1997 to Date    Managing Director, J. & W. Seligman & Co. Incorporated; VP Seligman Portfolios, Inc. and Co-Portfolio Manager of its Large-Cap Value Portfolio and Smaller-Cap Value Portfolio. Formerly, Managing Director and Senior Portfolio Manager, Bear Stearns Asset Management.

Lawrence P. Vogel (51),

VP, Treasurer

  

VP: 1997 to Date

Treasurer: 2000 to Date

   Please see related section under Seligman Capital Fund, Inc.

 

H-10


Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

Seligman Portfolios, Inc.

 

Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

William C. Morris (69),

Director, Chairman

   1988 to Date    Please see related section under Seligman Capital Fund, Inc.

Brian T. Zino (55),

Director, President, CEO

  

Director: 1993 to Date

President: 1995 to Date

CEO: 2002 to Date

   Please see related section under Seligman Capital Fund, Inc.

John B. Cunningham (43),

VP, Portfolio Manager

   2004 to Date    Please see related section under Seligman Common Stock Fund, Inc.

Ajay Diwan (42),

VP, Co-Portfolio Manager

   2006 to Date    Please see related section under Seligman Communications and Information Fund, Inc.

Neil T. Eigen (64),

VP, Co-Portfolio Manager

   1997 to Date    Please see related section under Seligman Value Fund Series, Inc.

Eleanor T. M. Hoagland (56),

VP, Chief Compliance Officer

   2004 to Date    Please see related section under Seligman Capital Fund, Inc.

Francis L. Mustaro (57),

VP, Portfolio Manger

   April 2006 to Date    Please see related section under Seligman Cash Management Fund, Inc.

Richard M. Parower (42),

VP

   2006 to Date    Please see related section under Seligman Global Fund Series, Inc.

Thomas G. Rose (50),

VP

   2000 to Date    Please see related section under Seligman Capital Fund, Inc.

Richard S. Rosen (49),

VP, Co-Portfolio Manager

   1997 to Date    Please see related section under Seligman Value Fund Series, Inc.

 

H-11


Name (Age) and Position

With the Fund

  

Term of Office and

Length of Time Served

   Principal Occupation(s) During Past Five Years

Reema D. Shah (35),

VP, Co-Portfolio Manager

   2006 to Date    Please see related section under Seligman Communications and Information Fund, Inc.

Lawrence P. Vogel (51),

VP, Treasurer

  

VP: 1992 to Date

Treasurer: 2000 to Date

   Please see related section under Seligman Capital Fund, Inc.

Erik J. Voss (40),

VP, Portfolio Manager

   2006 to Date    Please see related section under Seligman Capital Fund, Inc.

Paul H. Wick (45),

VP, Portfolio Manager

   1994 to Date    Please see related section under Seligman Communications and Information Fund, Inc.

Paul B. Goucher (39),

Secretary, Chief Legal Officer

   July 2008 to Date    Please see related section under Seligman Capital Fund, Inc.

 

H-12


Appendix I

Director Compensation

Total Directors’ fees paid by each Fund to the Directors listed below for the Fund’s last fiscal year are shown below. No Director listed below received pension or retirement benefits accrued as part of any Fund’s expenses in any Fund’s last fiscal year.

 

Fund

   Maureen
Fonseca
   John R.
Galvin
   John F.
Maher
   Frank A.
McPherson
   Betsy S.
Michel
   Leroy C.
Richie
   Robert L.
Shafer
   James N.
Whitson

Seligman Capital Fund

   860    1,895    1,925    1,908    1,926    1,979    1,965    1,895

Seligman Cash Management Fund

   279    1,118    270    1,131    1,184    297    1,184    1,118

Seligman Common Stock Fund

   587    1,265    1,284    1,278    1,332    1,338    1,332    1,265

Seligman Communications and Information Fund

   4,887    13,007    13,238    13,021    13,074    13,253    13,074    13,007

Seligman Frontier Fund

   216    808    650    821    848    851    848    808

Seligman Global Fund Series, Inc.

   1,372    5,403    4,354    5,470    5,604    5,646    5,603    5,402

Seligman Growth Fund, Inc.

   840    1,851    1,851    1,836    1,889    1,905    1,889    1,822

Seligman High Income Fund Series

   1,026    2,177    2,210    2,204    2,311    2,318    2,311    2,177

Seligman Income and Growth Fund

   421    832    844    845    899    898    899    832

Seligman Core Fixed Income Fund

   188    652    525    666    693    693    693    652

Seligman LaSalle Real Estate Fund Series, Inc.

   779    1,533    1,555    1,660    1,667    1,663    1,667    1,533

Seligman New Jersey Municipal Fund, Inc.

   191    672    540    686    712    712    712    672

Seligman Pennsylvania Municipal Fund Series

   180    616    495    629    656    655    656    616

Seligman Municipal Fund Series, Inc

   2,628    9,555    7,665    9,729    10,077    10,090    10,077    9,555

Seligman Municipal Series Trust

                       

Seligman California High-Yield Municipal Series and Seligman California Quality Municipal Series (in total)

   385    1,365    1,097    1,392    1,445    1,445    1,445    1,365

Seligman Florida Municipal Series

   186    649    521    663    689    689    689    649

Seligman North Carolina Municipal Series

   179    615    495    629    655    654    655    615

Seligman TargetHorizon ETF Portfolios, Inc.

   961    5,508    2,672    5,575    5,708    5,706    5,709    5,508

Seligman Asset Allocation Series, Inc.

   1,450    698    2,736    752    966    952    966    698

Seligman Value Fund Series, Inc.

   891    2,141    2,168    1,834    1,942    2,276    1,942    2,141

Seligman Portfolios, Inc.

   3,295    7,730    7,817    6,350    6,832    8,303    6,833    7,730

 

I-1


Fund

   Maureen
Fonseca
   John R.
Galvin
   John F.
Maher
   Frank A.
McPherson
   Betsy S.
Michel
   Leroy C.
Richie
   Robert L.
Shafer
   James N.
Whitson

Total Compensation from Seligman Group of Funds Complex*

   43,565    106,500    105,000    106,500    112,500    112,500    112,500    106,500

 

* For the year ended December 31, 2007, there were twenty-three registered investment companies in the Seligman Group of Funds.

 

I-2


Appendix J

Beneficial Owners of Fund Shares in Excess of 5%

As of the Record Date, to the knowledge of management of the Funds, no person owned beneficially (or of record) more than 5% of the outstanding shares of any class of any Fund, except as set forth below:

 

       

Shares Beneficially Owned

Name of Fund

 

Name and Address of

Beneficial Owner and Class

of Shares Owned

 

Number

 

Percent

     
     
     
     
     
     

 

J-3


[FORM OF PROXY CARD]*

YOUR VOTE IS IMPORTANT

Please complete, date, sign and mail your proxy card in the

envelope provided as soon as possible.

 

 

TO SUBMIT A PROXY BY MAIL, PLEASE DETACH PROXY CARD HERE

 

PROXY  

Seligman Group of Funds

[Name of applicable Fund]

  COMMON
  100 Park Avenue, New York,   STOCK
  New York 10017  

The undersigned stockholder of [Name of applicable Fund], each a [•] (the “Fund”), hereby revokes any previous proxies, acknowledges receipt of the Notice of Special Meeting and Proxy Statement for the Special Meeting of Stockholders (the “Meeting”) of the Corporation, to be held at [•] A.M., local time, on November 3, 2008, at the offices of [•], and appoints WILLIAM C. MORRIS, PAUL B. GOUCHER and BRIAN T. ZINO (or any of them) as proxies for the undersigned, with full power of substitution in each of them, to attend the Meeting (and any adjournments or postponements thereof) and to cast on behalf of the undersigned all the votes the undersigned is entitled to cast at the Meeting (and any adjournments or postponements thereof) and otherwise represent the undersigned at the Meeting (and any adjournments or postponements thereof) with all the powers possessed by the undersigned if personally present at the Meeting (and any adjournments or postponements thereof).

The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast (i) FOR the approval of a new investment management services agreement, (Proposal 1), (ii) FOR the approval of the new subadvisory agreement (Proposal 2), (iii) FOR the approval of the new delegation agreement and (iv) FOR each of the nominees of the Board of Directors (Proposal 4). The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any procedural matter related to Proposal 1, Proposal 2, Proposal 3 or Proposal 4 that may properly come before the Meeting (and any adjournment or postponement thereof), including, but not limited to, proposing and/or voting on adjournment or postponement of the Meeting with respect to one or more proposals, including, but not limited to, in the event that sufficient votes in favor of any Board proposal are not received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS. YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card as soon as possible. Mark each vote with an X in the box.

(Continued and to be signed on the reverse side)

 

* This Form of Proxy Card lists all proposals that have been approved by the Boards. Stockholders are only being asked to vote on those proposals that affect their Funds and require their approval. The Proxy Card that each stockholder will receive will be tailored to indicate the Fund(s) in which that stockholder holds shares and will list only those proposals that such stockholder is being asked to approve.


THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES TO CAST YOUR VOTES

 

TELEPHONE

 

INTERNET

 

MAIL

This method is available for residents of the U.S. and Canada. On a touch tone telephone, call TOLL FREE [•] , 24 hours a day, 7 days a week. You will be asked to enter ONLY the CONTROL NUMBER shown below. Have your instruction card ready, then follow the prerecorded instructions. Your instructions will be confirmed and votes cast as you direct. This method is available until 11:59 p.m. New York City time on [•], 2008.

This method may also be available by telephone through the Corporation’s proxy solicitor.

 

Visit the Internet website at

http://proxy.georgeson.com. Enter the COMPANY NUMBER and CONTROL NUMBER shown below and follow the instructions on your screen. You will incur only your usual Internet charges. This method is available until 11:59 p.m. New York City time on [•], 2008.

  Simply complete, sign and date your proxy card and return it in the postage-paid envelope. If you are using a telephone or the Internet to cast your vote, please do not mail your proxy card.

COMPANY NUMBER

     

CONTROL NUMBER


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Board of Directors recommends that you vote FOR the approval of the new investment management services agreement (Proposal 1) and FOR all nominees (Proposal 4), each as more fully described in the accompanying Proxy Statement.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: n

 

¨ To vote FOR all Proposals for the Corporation, mark this box. No other vote is necessary.

 

   Your Board
Recommends
     

1.      To approve a new Investment Management Services Agreement.

   FOR    AGAINST    ABSTAIN
   ¨    ¨    ¨

 

   Your Board
Recommends
     

2.      To approve a new Subadvisory Agreement.

   FOR    AGAINST    ABSTAIN
   ¨    ¨    ¨

 

   Your Board
Recommends
     

3.      To approve a new Delegation Agreement.

   FOR    AGAINST    ABSTAIN
   ¨    ¨    ¨

 

4.      To elect 10 directors:

 

   Your Board
Recommends
  
   FOR    Withhold
NOMINEES: [•]      
   All nominees    All nominees
   ¨    ¨

Instruction: To withhold authority to vote for one or more individual nominees, write the name(s) of such person(s) below:

_______________________________________

 

5. To vote and otherwise represent the undersigned on any procedural matter that may properly come before the Meeting with respect to Proposal 1 or Proposal 4.

PLEASE SIGN AND RETURN IMMEDIATELY

Please sign exactly as your name(s) appear(s) on this proxy, and date it. When shares are held jointly, each holder should sign. When signing in a representative capacity, please give title.

DATED:                     , 2008

 

 

Signature

 

Additional Signature (if held jointly)