-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PzjgNsz1nZcrMJdj77TPrH/1ZJnYpXRdiPtMbWpU8ib3qoRnKv8nZ4yl865O8geL QGGJEKleVk81aQkEN/JlEw== 0000817841-98-000015.txt : 19980602 0000817841-98-000015.hdr.sgml : 19980602 ACCESSION NUMBER: 0000817841-98-000015 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980601 EFFECTIVENESS DATE: 19980601 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELIGMAN PORTFOLIOS INC/NY CENTRAL INDEX KEY: 0000817841 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 033-15253 FILM NUMBER: 98640156 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-05221 FILM NUMBER: 98640157 BUSINESS ADDRESS: STREET 1: 100 PARK AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124880200 MAIL ADDRESS: STREET 1: 100 PARK AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: SELIGMAN MUTUAL BENEFIT PORTFOLIOS INC DATE OF NAME CHANGE: 19920703 485BPOS 1 POST-EFFECTIVE AMENDMENT File No. 33-15253 811-5221 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X| Pre-Effective Amendment No. |_| ----- Post-Effective Amendment No. 23 |X| --- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X| Amendment No. 25 |X| - - ------------------------------------------------------------------------------ SELIGMAN PORTFOLIOS, INC. (Exact name of registrant as specified in charter) - - ------------------------------------------------------------------------------ 100 PARK AVENUE, NEW YORK, NEW YORK 10017 (Address of principal executive offices) Registrant's Telephone Number: 212-850-1864 or Toll Free: 800-221-2450 - - ------------------------------------------------------------------------------ THOMAS G. ROSE, Treasurer, 100 Park Avenue, New York, New York 10017 (Name and address of agent for service) - - ------------------------------------------------------------------------------ It is proposed that this filing will become effective (check appropriate box): |X| immediately upon filing pursuant to paragraph (b) |_| on (date) pursuant to paragraph (b) |_| 60 days after filing pursuant to paragraph (a)(1) |_| on (date) pursuant to paragraph (a)(1) |_| 75 days after filing pursuant to paragraph (a)(2) |_| on (date) pursuant to paragraph (a)(2) of rule 485. If appropriate, check the following box: |_| This post-effective amendment designates a new effective date for a previously filed post-effective amendment. Registrant has registered an indefinite amount of securities under the Securities Act of 1933 pursuant to Rule 24f-2(a)(1) and a Rule 24f-2 Notice for Registrant's most recent fiscal year which was filed with the Commission on March 27, 1998. POST-EFFECTIVE AMENDMENT NO. 23 CROSS REFERENCE SHEET Pursuant to Rule 481(a)
ITEM NO. IN PART A OF FORM N-1A LOCATION IN PROSPECTUS - - ------------------------------- ---------------------- 1. Cover Page Cover Page 2. Synopsis Not applicable 3. Condensed Financial Information Financial Highlights 4. General Description of Registrant Investment Objectives and Policies 5. Management of Fund Management Services; Portfolio Transactions, Portfolio Turnover and Valuation 5a. Manager's Discussion of Fund Performance Management Services 6. Capital Stock and Other Securities Organization and Capitalization; Other Investment Policies; Dividends, Distributions and Taxes 7. Purchase of Securities Being Offered Purchases and Redemptions 8. Redemption or Repurchase Purchases and Redemptions 9. Pending Legal Proceedings Not applicable ITEM NO. IN PART B OF FORM N-1A LOCATION IN STATEMENT OF ADDITIONAL INFORMATION - - ------------------------------- ----------------------------------------------- 10. Cover Page Cover Page 11. Table of Contents Table of Contents 12. General Information and History Appendix A 13. Investment Objectives and Policies Investment Policies and Restrictions 14. Management of the Registrant Management and Expenses 15. Control Persons and Principal Directors and Officers Holders of Services 16. Investment Advisory and Other Management and Expenses; Services Custodians and Independent Auditors 17. Brokerage Allocation Portfolio Transactions, Valuation and Redemption 18. Capital Stock and Other Securities Portfolio Transactions, Valuation and Redemption 19. Purchase, Redemption and Pricing of Portfolio Transactions, Valuation and Securities Being Offered Redemption 20. Tax Status Dividends, Distributions and Taxes (Prospectus) 21. Underwriters Not applicable 22. Calculation of Performance Data Portfolio Transactions, Valuation and Redemption 23. Financial Statements Financial Statements
Parts A and B are Incorporated by Reference to Post-Effective Amendment No. 22 filed on April 28, 1998. PART C. OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: Part A: Financial Highlights from June 21, 1988 (commencement of operations) to December 31, 1997 for Seligman Bond Portfolio, Seligman Capital Portfolio, Seligman Cash Management Portfolio, Seligman Common Stock Portfolio, and Seligman Income Portfolio; from May 3, 1993 (commencement of operations) to December 31, 1997 for the Seligman Henderson International Portfolio; from October 11, 1994 (commencement of operations) to December 31, 1997 for Seligman Communications and Information Portfolio, Seligman Frontier Portfolio and Seligman Henderson Global Smaller Companies Portfolio; from May 1, 1995 (commencement of operations) to December 31, 1997 for Seligman High-Yield Bond Portfolio; and from May 1, 1996 (commencement of operations) to December 31, 1997 for Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global Technology Portfolio. Part B: Required Financial Statements, which are included in the Fund's 1997 Annual Report, are incorporated by reference in the Fund's Statement of Additional Information. These Financial Statements are: Portfolios of Investments as of December 31, 1997; Statements of Assets and Liabilities as of December 31, 1997; Statements of Operations for the year ended December 31, 1997; Statements of Changes in Net Assets for the years ended December 31, 1997 and 1996 for Seligman Bond Portfolio, Seligman Capital Portfolio, Seligman Cash Management Portfolio, Seligman Common Stock Portfolio, Seligman Communications and Information Portfolio, Seligman Frontier Portfolio, Seligman Henderson Global Smaller Companies Portfolio, Seligman Henderson International Portfolio, Seligman High-Yield Bond Portfolio, and Seligman Income Portfolio; and for the year ended December 31, 1997 and the period May 1, 1996 (commencement of operations) to December 31, 1996 for the Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global Technology Portfolio; Notes to Financial Statements; Financial Highlights for the five years ended December 31, 1997 for Seligman Bond Portfolio, Seligman Capital Portfolio, Seligman Cash Management Portfolio, Seligman Common Stock Portfolio, and Seligman Income Portfolio; for the period May 3, 1993 (commencement of operations) to December 31, 1997 for Seligman Henderson International Portfolio; for the period October 11, 1994 (commencement of operations) to December 31, 1997 for Seligman Communications and Information Portfolio, Seligman Frontier Portfolio and Seligman Henderson Global Smaller Companies Portfolio; for the period May 1, 1995 (commencement of operations) to December 31, 1997 for Seligman High-Yield Bond Portfolio; and for the period May 1, 1996 (commencement of operations) to December 31, 1997 for Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global Technology Portfolio; Report of Independent Auditors. (b) Exhibits: All Exhibits have been previously filed, except Exhibits marked with an asterisk (*) which are incorporated herein. (1) Form of Articles of Amendment and Restatement of Articles of Incorporation. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (2) By-laws of Registrant. (Incorporated by reference to Post-Effective Amendment No. 20 filed on April 17, 1997.) (3) Not applicable. (4) Not applicable. PART C. OTHER INFORMATION (CONT'D) (5) (a) Form of Management Agreement in respect of Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global Technology Portfolio. (Incorporated by reference to Post-Effective No. 17 filed on February 15, 1996.) (b) Subadvisory Agreement in respect of Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global Technology Portfolio. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (c) Form of Management Agreement in respect of Seligman High-Yield Bond Portfolio. (Incorporated by reference to Post-Effective Amendment No. 14 filed on February 14, 1995.) (d) Management Agreement in respect of Seligman Communications and Information and Seligman Frontier Portfolios. (Incorporated by reference to Post-Effective Amendment No. 15 filed on March 31, 1995.) (e) Management Agreement in respect of Seligman Henderson Global Smaller Companies Portfolio (formerly, Seligman Henderson Global Emerging Companies Portfolio). (Incorporated by reference to Post-Effective Amendment No. 15 filed on March 31, 1995.) (f) Subadvisory Agreement in respect of Seligman Henderson Global Smaller Companies Portfolio. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (g) Management Agreement in respect of Seligman Henderson International Portfolio. (Incorporated by reference to Post-Effective Amendment No. 15 filed on March 31, 1995.) (h) Subadvisory Agreement in respect of Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global Technology Portfolio. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (i) Management Agreement in respect of Seligman Capital, Seligman Cash Management, Seligman Common Stock, Seligman Bond Securities, and Seligman Income Portfolios. (Incorporated by reference to Post-Effective Amendment No. 15 filed on March 31, 1995.) (j) Management Agreement in respect of Seligman Large-Cap Value Portfolio and Seligman Small-Cap Value Portfolio. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (6) Not applicable. (7) Deferred Compensation Plan for Directors of Seligman Portfolios, Inc. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (8) (a) Form of Custodian Agreement in respect of Seligman Capital, Seligman Cash Management, Seligman Common Stock, Seligman Bond Securities, and Seligman Income Portfolios. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (b) Form of First Amendment to Custodian Agreement in respect of Seligman Communications and Information and Seligman Frontier Portfolios.(Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (c) Form of Recordkeeping Agreement in respect of Seligman Henderson International Portfolio. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (d) Form of First Amendment to Recordkeeping Agreement in respect of Seligman Henderson Global Smaller Companies Portfolio. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (e) Second Amendment to Custodian Agreement in respect of Seligman High-Yield Bond Portfolio. (Incorporated by reference to Post-Effective Amendment No. 18 filed on May 2, 1996.) (f) Second Amendment to Recordkeeping Agreement in respect of Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global Technology Portfolio. (Incorporated by reference to Post-Effective Amendment No. 18, filed May 2, 1996.) (g) Custodian Agreement between Registrant and Morgan Stanley Trust Company in respect of the Seligman Henderson Portfolios. (Incorporated by reference to Post-Effective Amendment No. 19 filed on November 1, 1996.) PART C. OTHER INFORMATION (CONT'D) (9) Other Material Contracts. (a) Buy-Sell Agreement and Modification between the Registrant and The Mutual Benefit Life Insurance Company. (Incorporated by reference to Post-Effective Amendment No. 10 filed on April 26, 1993.) (b) Form of Buy/Sell Agreement between Registrant and Canada Life Insurance Company of America. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (c) Form of Buy/Sell Agreement between Registrant and Canada Life Insurance Company of New York. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (d) Agency Agreement between Investors Fiduciary Trust Company, acting as Transfer and Dividend Disbursing Agent, and the Fund in respect of Seligman Capital, Seligman Cash Management, Seligman Common Stock, Seligman Bond Securities, and Seligman Income Portfolios.(Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (e) First Amendment to Agency Agreement between Investors Fiduciary Trust Company, acting as Transfer and Dividend Disbursing Agent, and the Fund in respect of Seligman Henderson International Portfolio. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (f) Second Amendment to Agency Agreement between Investors Fiduciary Trust Company, acting as Transfer and Dividend Disbursing Agent, and the Fund in respect of Seligman Communications and Information, Seligman Frontier, and Seligman Henderson Global Smaller Companies Portfolios. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (g) Third Amendment to Agency Agreement between Investors Fiduciary Trust Company, acting as Transfer and Dividend Disbursing Agent, and the Fund in respect of Seligman High-Yield Bond Portfolio. (Incorporated by reference to Post-Effective Amendment No. 18, filed May 2, 1996.) (h) Fourth Amendment to Agency Agreement between Investors Fiduciary Trust Company, acting as Transfer and Dividend Disbursing Agent, and the Fund in respect of Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global Technology Portfolio. (Incorporated by reference to Post-Effective Amendment No. 18, filed May 2, 1996.) (i) Form of Promotional Agent Distribution Agreement between Seligman Financial Services, Inc. on behalf of Registrant and Canada Life Insurance Company of America. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (j) Form of Promotional Agent Distribution Agreement between Seligman Financial Services, Inc. on behalf of Registrant and Canada Life Insurance Company of New York. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (k) Form of Selling Agreement between Seligman Financial Services, Inc. on behalf of Registrant and Canada Life Insurance Company of America. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (l) Form of Selling Agreement between Seligman Financial Services, Inc. on behalf of Registrant and Canada Life Insurance Company of New York. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (10) Opinion and Consent of Counsel.* (11) Consent of independent auditors. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (12) N/A (13) (a) Form of Purchase Agreement for Seligman Capital, Seligman Cash Management, Seligman Common Stock, Seligman Bond Securities, and Seligman Income Portfolios. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (b) Investment Letter for Seligman Henderson International Portfolio. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) (c) Investment Letter for Seligman High-Yield Bond Portfolio. (Incorporated by reference to Post-Effective Amendment No. 15 filed on March 31, 1995.) (d) Investment Letter for Seligman Henderson Global Growth Opportunities Portfolio and Seligman Henderson Global Technology Portfolio. (Incorporated by reference to Post-Effective Amendment No. 18, filed May 2, 1996.) PART C. OTHER INFORMATION (CONT'D) (14) The Seligman Roth/Traditional IRA Information Kit. (Incorporated by reference to Exhibit q(1) of Registration Statement No. 333-50295, Form N-2, filed on April 16, 1998.) (14a) The Seligman Simple IRA Plan Set-Up Kit. (Incorporated by reference to Exhibit 14 of Registration Statement No. 333-20621, Pre-Effective Amendment No. 2, filed on April 17, 1997.) (14b) The Seligman Simple IRA Plan Agreement. (Incorporated by reference to Exhibit 14 of Registration Statement No. 333-20621, Pre-Effective Amendment No. 2, filed on April 17, 1997.) (14c) Qualified Plan and Trust Basic Plan Document. (Incorporated by reference to Exhibit q(4) to Registration No. 333-50295, Form N-2, filed on April 16, 1998.) (14d) Flexible Standardized 401(k) Profit Sharing Plan Adoption Agreement. (Incorporated by reference to Exhibit q(4) to Registration No. 333-50295, Form N-2, filed on April 16, 1998.) (14e) Flexible Nonstandardized Safe Harbor 401(k) Profit Sharing Plan Adoption Agreement. (Incorporated by reference to Exhibit q(4) to Registration No. 333-50295, Form N-2, filed on April 16, 1998.) (14f) Simplified Employee Pension Plan. (Incorporated by reference to Exhibit 14(f) to Registration No. 2-10835, Post-Effective Amendment No. 76, filed on April 29, 1998.) (14g) Educational IRA. (Incorporated by reference to Exhibit 14(f) to Registration No. 2-10835, Post-Effective Amendment No. 76, filed on April 29, 1998.) (15) Not applicable. (16) Not applicable. (17) Financial Data Schedules meeting the requirements of Rule 483 under the Securities Act of 1933. (Incorporated by reference to Post- Effective Amendment No. 22 filed on April 28, 1998.) (18) Not applicable. Other Exhibits: Power of Attorney for Richard R. Schmaltz. (Incorporated by reference to Post-Effective Amendment No. 22 filed on April 28, 1998.) Powers of Attorney (Incorporated by reference to Post-Effective Amendment No. 20 filed on April 17, 1997.) ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT None. ITEM 26. NUMBER OF HOLDERS OF SECURITIES As of May 29, 1998, there were eight record holders of Capital Stock of the Registrant. ITEM 27. INDEMNIFICATION Reference is made to the provisions of Article Eleventh of Registrant's Amended and Restated Articles of Incorporation filed as Exhibit 24(b)(1) of Registrant's Post-Effective Amendment No. 22 to the Registration Statement and Article IV of Registrant's Amended and Restated By-laws filed as Exhibit 24(b)(2) to Registrant's Post-Effective Amendment No. 20 to the Registration Statement. PART C. OTHER INFORMATION (CONT'D) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised by the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER J. & W. Seligman & Co. Incorporated, a Delaware Corporation ("Manager"), is the Registrant's investment manager. The Manager also serves as investment manager to seventeen other associated investment companies. They are Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman Common Stock Fund, Inc., Seligman Communications and Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson Global Fund Series, Inc., Seligman High Income Fund Series, Seligman Income Fund, Inc., Seligman Municipal Fund Series, Inc., Seligman Municipal Series Trust, Seligman New Jersey Municipal Fund, Inc., Seligman Pennsylvania Municipal Fund Series, Seligman Quality Municipal Fund, Inc., Seligman Select Municipal Fund, Inc., Seligman Value Fund Series, Inc., and Tri-Continental Corporation. Seligman Henderson Co. (the "Subadviser") serves as subadviser to the Registrant and Seligman Henderson Global Fund Series, Inc. The Manager and Subadviser each have an investment advisory service division which provides investment management or advice to private clients. The list required by this Item 28 of officers and directors of the Manager and the Subadviser, respectively, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV, filed by the Manager and the Subadviser, respectively, pursuant to the Investment Advisers Act of 1940 (SEC File Nos. 801-15798 and 801-40670, respectively), which were filed on March 31, 1998. ITEM 29. Not applicable. ITEM 30. Location of Accounts and Records - All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules (17 CFR 270.31a-1 to 31a-3) promulgated thereunder will be maintained by the following: Custodian for Seligman Bond Portfolio, Seligman Capital Portfolio, Seligman Cash Management Portfolio, Seligman Common Stock Portfolio, Seligman Communications and Information Portfolio, Seligman Frontier Portfolio, Seligman High-Yield Bond Portfolio, and Seligman Income Portfolio and Recordkeeping agent for all Portfolios: Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City, Missouri 64105. PART C. OTHER INFORMATION (CONT'D) Custodian for Seligman Henderson Global Growth Opportunities Portfolio, Seligman Henderson Global Smaller Companies Portfolio, Seligman Henderson Global Technology Portfolio, and Seligman Henderson International Portfolio: Morgan Stanley Trust Company, One Pierrepont Plaza, Brooklyn, New York 11201. Transfer, Redemption and Other Shareholder Account Services for all Portfolios: Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City, Missouri 64105. ITEM 31. Management Services - None not discussed in the Prospectus or Statement of Additional Information for the Registrant. ITEM 32. UNDERTAKINGS - (1) The Registrant undertakes to furnish to each person to whom a prospectus is delivered a copy of the Registrant's latest annual report to shareholders, upon request and without charge. (2) The Registrant undertakes to call a meeting of shareholders for the purpose of voting upon the removal of a director or directors and to assist in communications with other shareholders as required by Section 16(c) of the Investment Company Act of 1940. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 23 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 1st day of June, 1998. SELIGMAN PORTFOLIOS, INC. By: /S/ WILLIAM C. MORRIS --------------------------- William C. Morris, Chairman Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this Post-Effective Amendment No. 23 to the Registration Statement has been signed below by the following persons, in the capacities indicated on June 1, 1998. SIGNATURE TITLE /S/ WILLIAM C. MORRIS Chairman of the Board (Principal - - --------------------- executive officer) and Director William C. Morris /S/ BRIAN T. ZINO Director and President - - ----------------- Brian T. Zino /S/ THOMAS G. ROSE Treasurer - - ------------------ Thomas G. Rose John R. Galvin, Director ) Alice S. Ilchman, Director ) Frank A. McPherson, Director ) John E. Merow, Director ) Betsy S. Michel, Director ) /S/ BRIAN T. ZINO James C. Pitney, Director ) ----------------- James Q. Riordan, Director ) *Brian T. Zino, Attorney-In-Fact Richard R. Schmaltz, Director ) Robert L. Shafer, Director ) James N. Whitson, Director ) SELIGMAN PORTFOLIOS, INC. Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A EXHIBIT INDEX FORM N-1A ITEM NO. DESCRIPTION 24(b)(10) Opinion and Consent of Counsel EX-24.B10 2 OPINION AND CONSENT OF COUNSEL
SULLIVAN & CROMWELL NEW YORK TELEPHONE: (212) 558-4000 TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC) 125 BROAD STREET, NEW YORK 10004-2498 CABLE ADDRESS: LADYCOURT, NEW YORK ---------- FACSIMILE: (212) 558-3588 (125 Broad Street) 375 PARK AVENUE, NEW YORK 10152 1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805 444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901 8, PLACE VENDOME, 75001 PARIS ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY 101 COLLINS STREET, MELBOURNE 3000 2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100 NINE QUEEN'S ROAD, CENTRAL, HONG KONG
April 28, 1998 Seligman Portfolios, Inc., 100 Park Avenue, New York, New York 10017. Dear Sirs: In connection with Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A (File No. 33-15253) of Seligman Portfolios, Inc., a Maryland corporation (the "Fund"), which you expect to file under the Securities Act of 1933, as amended (the "Securities Act"), with respect to an indefinite number of shares of Capital Stock, par value $.001 per share, of the classes designated as Seligman Large-Cap Value Portfolio and Seligman Small-Cap Value Portfolio (the "Portfolios", and the Shares of the Portfolios being referred to herein as the "Shares"), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Shares have been duly authorized to the extent of 20,000,000 Shares of each Portfolio, and when the Post-Effective Amendment referred to above has become effective under the Securities Act and the Shares of Seligman Portfolios, Inc. -2- each Portfolio have been issued (a) for at least the par value thereof in accordance with the Registration Statement referred to above, (b) so as not to exceed the then authorized number of Shares of the relevant Portfolio and (c) in accordance with the authorization of the Board of Directors, the Shares will be duly and validly issued, fully paid and non-assessable. We have relied as to certain matters on information obtained from public officials, officers of the Fund and other sources believed by us to be responsible. The foregoing opinion is limited to the federal laws of the United States and the General Corporation Law of the State of Maryland, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment referred to above. In giving such consent, we do not thereby admit that we are in the category of person whose consent is required under Section 7 of the Securities Act. Very truly yours, SULLIVAN & CROMWELL -----END PRIVACY-ENHANCED MESSAGE-----