Dividends paid for the year ended December 31, 2007 other than qualified dividend income are subject to federal income tax as “ordinary income.” In order to claim the dividends received deduction for these distributions, corporate shareholders must have held their shares for 46 days or more during the 90-day period beginning 45 days before each ex-dividend date. Under the Internal Revenue Code, the dividends paid to corporate shareholders that qualify for the dividends received deduction were as follows:
For the year ended December 31, 2007, the Funds designate the following as qualified dividends to individual shareholders:
In order for an individual to claim dividends received as qualified dividends, individual shareholders must have held their shares for more than 60 days during the 121-day period beginning 60 days before each ex-dividend date.
Matters Relating to the Directors’
Consideration of the Continuance of the
Management Agreement
The directors of Seligman Asset Allocation Series, Inc., formerly, Seligman Time Horizon/Harvester Series, Inc., of which each Fund is a separate series, unanimously approved the continuance of the Management Agreement with the Manager in respect of each Fund at a meeting held on November 15, 2007.
Prior to approval of the continuance of the Management Agreement, the directors requested and evaluated extensive materials from the Manager. They reviewed the proposed continuance of the Management Agreement with the Manager and with experienced counsel who are independent of the Manager who advised on the legal standards for their consideration. The independent directors also discussed the proposed continuance in a private session with counsel.
The directors considered their knowledge of the nature and quality of the services provided by the Manager gained from their experience as directors or trustees of each fund in the Seligman Group of Funds, their overall confidence in the Manager’s integrity and competence gained from that experience, the Manager’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Manager’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Seligman Group of Funds. The directors noted that the Board has six regular meetings each year, at each of which they receive presentations from the Manager on the investment results of the Funds and review extensive materials and information presented by the Manager.
The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and directors attributed different weights to the various factors. The directors determined that the selection of the Manager to manage each Fund, and the overall arrangements between each Fund and the Manager as provided in the Management Agreement, including the management fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant. The material factors and conclusions that formed the basis for the directors’ determination included the following:
Nature, Extent and Quality of Services Provided
The directors considered the scope and quality of services provided by the Manager under the Management Agreement. The directors considered the quality of the investment research capabilities of the Manager and the other resources it has dedicated to performing services for the Funds. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Manager. The quality of administrative and other services, including the Manager’s role in coordinating the activities of each Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to each Fund under the Management Agreement.
On an ongoing basis, the Manager reports to the directors on the status of various matters described in each Fund’s prospectus relating to market timing activity, allegations of excessive fees and related matters for certain funds in the Seligman Group of Funds. In connection with the continuance review, the Manager provides an update on those matters. After discussion with the Manager, the Manager’s counsel, the directors’ special counsel and other counsel independent of the Manager, and consideration of the potential consequences of the various matters, the independent directors concluded that they retained confidence in the integrity of the Manager and its ability to provide management services to the Funds.
50
Matters Relating to the Directors’
Consideration of the Continuance of the
Management Agreement
Costs of Services Provided and Profitability
The directors reviewed information on profitability of the Manager’s investment advisory and investment company activities and its financial condition based on historical information and estimates for the current year, as well as historical and estimated profitability data for the Funds. The directors reviewed with the Manager’s Chief Financial Officer, the assumptions and methods of allocation used by the Manager in preparing the profitability data. The directors recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors. In reviewing profitability information, the directors considered the effect of fall-out benefits on the Manager’s expenses, as well as the “revenue sharing” arrangements the Manager has entered into with certain entities that distribute shares of the Seligman Group of Funds. The directors focused on profitability of the Manager’s relationship with each Fund before taxes and distribution expenses. The directors concluded that they were satisfied that the Manager’s level of profitability from the relationship with each Fund was not excessive.
Fall-Out Benefits
The directors considered that a broker-dealer affiliate of the Manager may receive 12b-1 fees from the Funds in respect of shares held in certain accounts, and that the Funds’ distributor (another affiliate of the Manager) retains a portion of the 12b-1 fees from the Funds and receives a portion of the sales charges on sales or redemptions of certain classes of shares. The directors recognized that the Manager’s profitability would be somewhat lower without these benefits. The directors noted that the Manager may derive reputational and other benefits from its association with the Funds.
Investment Results
The directors receive and review detailed performance information on the Funds at each regular Board meeting during the year in addition to the information received for the meeting regarding the continuance of the Management Agreement. The directors reviewed performance information for each Fund for the first nine months of 2007, the preceding six calendar years and annualized one-, three- and five-year rolling periods ending September 30, 2007. The directors also reviewed information about the portfolio turnover rate of each Fund compared to other investment companies with similar investment objectives.
Seligman Asset Allocation Aggressive Growth Fund (formerly, Seligman Time Horizon 30 Fund)
The directors reviewed information comparing Seligman Asset Allocation Aggressive Growth Fund to the Lipper Multi-Cap Core Funds Average, the Lipper Fund of Funds (Affiliated) and the Dow Jones Aggressive Portfolio Index, as well as performance relative to the other funds in Lipper Multi-Cap Core Funds Average, the Lipper Fund of Funds (Affiliated) and to a group of competitor funds selected by the Manager. The directors noted that the Fund’s performance ranked near the top of the rankings within its Lipper category for the periods presented, and that the Fund’s results were above each of its benchmarks for the three- and five-year periods, except for the Dow Jones benchmark for the five-year period, which the Fund lagged. For the first nine months of 2007, the Fund’s results were above its benchmarks. Taking into account these comparisons and the other factors considered, the directors concluded that the Fund’s investment results were satisfactory.
Seligman Asset Allocation Growth Fund (formerly, Seligman Time Horizon 20 Fund)
The directors reviewed information comparing Seligman Asset Allocation Growth Fund to the Lipper Multi-Cap Core Funds Average, the Lipper Fund of Funds (Affiliated) and the Dow Jones Aggressive Portfolio Index, as well the other funds in the Lipper Multi-Cap Core Funds Average, the Lipper Fund of Funds (Affiliated) and
51
Matters Relating to the Directors’
Consideration of the Continuance of the
Management Agreement
to a group of competitor funds selected by the Manager. The directors noted that the Fund’s performance ranked near the top of the rankings within its Lipper category for the periods presented, and that the Fund’s results were above each of its benchmarks which had results for the three- and five-year periods, except for the Dow Jones benchmark for the five-year period, which the Fund lagged. For the first nine months of 2007, the Fund’s results were above its benchmarks. Taking into account these comparisons and the other factors considered, the directors concluded that the Fund’s investment results were satisfactory.
Seligman Asset Allocation Moderate Growth Fund (formerly, Seligman Time Horizon 10 Fund)
The directors reviewed information comparing Seligman Asset Allocation Moderate Growth Fund to the Lipper Multi-Cap Core Funds Average, the Lipper Fund of Funds (Affiliated) and the Dow Jones Moderately Aggressive Portfolio Index, as well as performance relative to the other funds in the Lipper Multi-Cap Core Funds Average, the Lipper Fund of Funds (Affiliated) and to a group of competitor funds selected by the Manager. The directors noted that the Fund’s performance ranked well above the median within its Lipper category in the periods presented, and that the Fund’s results were above each of its benchmarks which had results for the five-year period, except for the Dow Jones benchmark, which the Fund lagged. For the first nine months of 2007, the Fund’s results were above its benchmarks. Taking into account these comparisons and the other factors considered, the directors concluded that the Fund’s investment results were satisfactory.
Seligman Asset Allocation Balanced Fund (formerly, Seligman Harvester Fund)
The directors reviewed information comparing Seligman Asset Allocation Balanced Fund to the Lipper Mixed-Asset Target Allocation Moderate Funds Average, the Lipper Fund of Funds (Affiliated) and the Dow Jones Moderate Portfolio Index, as well as performance relative to the other funds in the Lipper Mixed-Asset Target Allocation Moderate Funds Average, the Lipper Fund of Funds (Affiliated) and to a group of competitor funds selected by the Manager. The directors noted that the Fund’s results were above its competitor average and Lipper Mixed-Asset Target Allocation Moderate Funds Average benchmarks for the three- and five-year periods, as well as the first nine months of 2007. Taking into account these comparisons and the other factors considered, the directors concluded that the Fund’s investment results were satisfactory.
Management Fees and Other Expenses
The directors considered the management fee rate paid by the Funds to the Manager. The directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The peer group for each Fund consisted of the funds in the Lipper Multi-Cap Core Funds Average category (other than the Balanced Fund, which uses the Lipper Mixed-Asset Target Allocation Moderate Funds Average category) and the Lipper Fund of Funds (Affiliated) category having net assets in a range that more closely corresponded to the net assets of the applicable Fund (the “peer group”). The information showed that each Fund’s fee rate was less than or equal to the median and average in each of that Fund’s peer groups. The Manager noted that, for each fund in a peer group (including the Asset Allocation Series), the respective fund’s management company could also earn management fees from the affiliated underlying funds in which the fund invests, and that the comparative information did not take those amounts into account.
The directors also considered the total expense ratio of each Fund in comparison to the fees and expenses of funds within its peer group. In considering the expense ratio of each Fund, the directors noted that the Fund elected to have shareholder services provided at cost by Seligman Data Corp. (“SDC”), a company owned by certain of the investment companies in the Seligman Group of Funds that provides shareholder services to the Funds and other investment companies in the Seligman Group of Funds at cost. SDC provides services
52
Matters Relating to the Directors’
Consideration of the Continuance of the
Management Agreement
exclusively to the Seligman Group of Funds, and the directors believed that the arrangement with SDC has provided each Fund and its shareholders with a consistently high level of service.
The directors also reviewed each Fund’s total expense ratio for the most recent fiscal year, as compared to the expense ratios for other funds in the peer groups. The directors noted that the Manager had undertaken to reimburse certain expenses of each Fund to the extent they exceed a specified level of average daily net assets, and that the effect of this undertaking was reflected in the expense ratio information they reviewed. They noted that the Funds’ expense ratios were materially higher than their peer groups’ median and average. The Manager noted that the Funds’ expense ratios reflected the expense ratios of the underlying funds in which the Funds invest. The director concluded that each Fund’s expense ratio was satisfactory.
Economies of Scale
The directors noted that none of the Fund’s management fee schedules contain breakpoints that reduce the fee rate on assets above specified levels. The directors considered each Fund’s current asset levels and the Manager’s expectations for growth in asset levels during the next year. The directors recognized that there is no direct relationship between the economies of scale realized by funds and those realized by their investment adviser as assets increase. The directors do not believe that there is a uniform methodology for establishing breakpoints that give effect to fund specific services provided by the Manager. The directors also observed that in the investment company industry as a whole, as well as among funds similar to the Funds, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply, and that the advisory agreements for many competitor funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the absence of breakpoints in each Fund’s fee rate schedule was acceptable under that Fund’s circumstances.
53
Directors and Officers
Information pertaining to the Directors and Officers of Seligman Asset Allocation Series, Inc. is set forth below.
Independent Directors
| | |
Name, (Age), Position(s)
held with Fundø | | Principal Occupation(s) During Past Five Years, Directorships
and Other Information |
|
|
|
Maureen Fonseca (52)3
• Director: July 2007 to Date • Oversees 59 Portfolios in Fund Complex | | Head of School, The Masters School (educational training); Director or Trustee of each of the investment companies of the Seligman Group of Funds† (with the exception of Seligman New Technologies Fund, Inc. and Seligman New Technologies Fund II, Inc.); Trustee, New York State Association of Independent Schools and Greens Farms Academy (educational training); and Commissioner, Middle States Association (educational training). |
|
|
|
John R. Galvin (78)1,3
• Director: 2003 to Date
• Oversees 61 Portfolios in Fund Complex | | 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, USLIFE Corporation (life insurance). From June 1987 to June 1992, Supreme Allied Commander, NATO, and Commander-in-Chief, United States European Command. |
|
|
|
John F. Maher (64)1,3
• Director: December 2006
to Date
• Oversees 59 Portfolios in
Fund Complex | | 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); and Director or Trustee of each of the investment companies of the Seligman Group of Funds† (with the exception of Seligman New Technologies Fund, Inc. and Seligman New Technologies Fund II, Inc.). From 1989 to 1999, Director, Baker Hughes (energy products and services). |
|
|
|
Frank A. McPherson (74)2,3
• Director: 2003 to Date
• Oversees 61 Portfolios in
Fund Complex | | 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. |
|
|
|
| | |
|
See footnotes on page 57. |
54
Directors and Officers
Independent Directors (continued)
| | |
Name, (Age), Position(s)
held with Fundø | | Principal Occupation(s) During Past Five Years, Directorships
and Other Information |
|
|
|
Betsy S. Michel (65)2,3
• Director: 2003 to Date
• Oversees 61 Portfolios in
Fund Complex | | 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. |
|
|
|
Leroy C. Richie (66)1,3
• Director: 2003 to Date
• Oversees 61 Portfolios in
Fund Complex | | 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) and OGE Energy Corp.; Lead Outside Director, Digital Ally Inc. (digital imaging) and Infinity, Inc. (oil and gas exploration and production); 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. |
|
|
|
Robert L. Shafer (75)2,3
• Director: 2003 to Date
• Oversees 61 Portfolios in
Fund Complex | | 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†. From May 1987 until June 1997, Director, USLIFE Corporation (life insurance) and from December 1973 until January 1996, Vice President, Pfizer Inc. (pharmaceuticals). |
|
|
|
James N. Whitson (72)1,3
• Director: 2003 to Date
• Oversees 61 Portfolios in
Fund Complex | | 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 coaxial cable). Formerly, Director and Consultant, Sammons Enterprises, Inc. and Director, C-SPAN (cable television networks). |
|
|
|
| | |
|
See footnotes on page 57. | | |
55
Directors and Officers
Interested Directors and Principal Officers
| | |
Name, (Age), Position(s)
held with Fundø | | Principal Occupation(s) During Past Five Years, Directorships
and Other Information |
|
|
|
William C. Morris (69)*
• Director and Chairman of
the Board: 2003 to Date
• Oversees 61 Portfolios in
Fund Complex | | 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. |
|
|
|
Brian T. Zino (55)*
• Director, President, and
Chief Executive Officer:
2003 to Date
• Oversees 61 Portfolios in
Fund Complex | | 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 and Chief
Compliance Officer: 2004
to Date | | Managing Director, J. & W. Seligman & Co. Incorporated; Vice President and Chief Compliance Officer of each of the investment companies of the Seligman Group of Funds†. |
|
|
|
Charles W. Kadlec (60)
• Vice President and Portfolio
Manager: 1999 to Date | | Director and Managing Director, J. & W. Seligman & Co. Incorporated; Director and President, Seligman Advisors, Inc. and Seligman Services, Inc.; Vice President 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)
• Vice President: 2003 to
Date | | Managing Director, Chief Financial Officer, and Treasurer, J. & W. Seligman & Co. Incorporated; Senior Vice President, Finance, Seligman Advisors, Inc. and Seligman Data Corp.; Vice President of each of the investment companies of the Seligman Group of Funds†, Seligman Services, Inc. and Seligman International, Inc. |
|
|
|
| | |
|
See footnotes on page 57. | | |
56
Directors and Officers
Interested Directors and Principal Officers (continued)
| | | |
Name, (Age), Position(s)
held with Fundø | | Principal Occupation(s) During Past Five Years, Directorships
and Other Information |
|
|
|
Lawrence P. Vogel (51) | | Senior Vice President and Treasurer, Investment Companies, J. & W. Seligman & Co. Incorporated; Vice President and Treasurer of each of the investment companies of the Seligman Group of Funds† and Treasurer, Seligman Data Corp. |
• | Vice President and
Treasurer: 2003 to Date | |
|
|
|
|
Frank J. Nasta (43)
• Secretary: 2003 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†; Director and Corporate Secretary, Seligman Advisors, Inc. and Seligman Services, Inc.; and Corporate Secretary, Seligman International, Inc. and Seligman Data Corp. |
| | |
|
|
|
|
The Fund’s Statement of Additional Information (SAI) includes additional information about Fund directors and is available, without charge, upon request. You may call toll-free (800) 221-2450 in the US or call collect (212) 682-7600 outside the US to request a copy of the SAI, to request other information about the Fund, or to make shareholder inquiries.
| |
|
ø | The address for each of the directors and officers is 100 Park Avenue, 8th Floor, New York, NY 10017. 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. |
† | The Seligman Group of Funds consists of 24 registered investment companies. |
* | Messrs. Morris and Zino are considered “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended, by virtue of their positions with J. & W. Seligman & Co. Incorporated and its affiliates. |
| | |
| Member: | 1 Audit Committee |
| | 2 Director Nominating Committee |
| | 3 Board Operations Committee |
57
Additional Fund Information
Quarterly Schedule of Investments
A complete schedule of portfolio holdings owned by the Series will be filed with the SEC for the first and third quarter of each fiscal year on Form N-Q, and will be available to shareholders (i) without charge, upon request, by calling toll-free (800) 221-2450 in the US or collect (212) 682-7600 outside the US or (ii) on the SEC’s website at www.sec.gov.1 In addition, the Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. Certain of the information contained in the Fund’s Form N-Q is also made available to shareholders on Seligman’s website at www.seligman.com.1
Proxy Voting
A description of the policies and procedures used by the Series to determine how to vote proxies relating to portfolio securities as well as information regarding how the Series voted proxies relating to portfolio securities during the 12-month period ended June 30 of each year will be available (i) without charge, upon request, by calling toll-free (800) 221-2450 in the US or collect (212) 682-7600 outside the US and (ii) on the SEC’s website at www.sec.gov.1 Information for each new 12-month period ending June 30 will be available no later than August 31 of that year.
| |
|
1 | These website references are inactive textual references and information contained in or otherwise accessible through these websites does not form a part of this report or the Series’ prospectus or statement of additional information. |
58
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[This Page Intentionally Left Blank]
This report is intended only for the information of shareholders or those who have received the offering prospectus covering shares of Capital Stock of Seligman Asset Allocation Series, Inc., which contains information about the investment objectives, risks, charges, and expenses of the Series, each of which should be considered carefully before investing or sending money.
THF2 12/07
| ITEM 2. | CODE OF ETHICS.
As of December 31, 2007 the registrant has adopted a code of ethics that applies to its principal executive and principal financial officers. |
| | |
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant’s board of directors has determined that Mr. James N. Whitson, a member of its audit committee, is an audit committee financial expert. Mr. Whitson is “independent” as such term is defined in Form N-CSR. |
| | |
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) – (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant’s principal accountant were as follows: |
| | | | | | | |
| | | | 2007 | | 2006 | |
| | Audit Fees | | $53,923 | | $51,150 | |
| | Audit-Related Fees | | – | | – | |
| | Tax Fees | | 9,400 | | 10,000 | |
| | All Other Fees | | 2,333 | | – | |
| | | | | | | |
| | Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the registrant's pro-rata share of amounts for services related to the assessment of procedures for compliance with anti-money laundering regulations by the registrant and certain other associated investment companies. Aggregate fees billed by the registrant’s principal accountant for the last two fiscal years for non-audit services provided to the registrant’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is subcontracted or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registered investment company, where the engagement relates directly to the operations and financial reporting of the registrant, were as follows: |
| | | | | | | |
| | | | 2007 | | 2006 | |
| | Audit-Related Fees | | $141,440 | | $141,710 | |
| | Tax Fees | | 9,000 | | 11,955 | |
| | All Other Fees | | 15,000 | | – | |
| | Audit-related fees include amounts for (i) attestation services for the registrant’s shareholder service agent; (ii) testing of the registrant’s shareholder service agent’s conversion to a new record-keeping system and (iii) performance of certain agreed-upon procedures relating to certain services performed by the registrant’s distributor. Tax fees include amounts related to tax compliance, tax planning, and tax advice for and an evaluation of certain tax reporting procedures of the registrant’s shareholder service agent. Other fees include the amounts for services related to the assessment of procedures for compliance with anti-money laundering regulations by certain of the registrant’s affiliates. (e) (1) The Audit Committee is required to preapprove audit and non-audit services performed for the registrant by the principal accountant in order to assure that the provision of such services does not impair the principal accountant’s independence. The Audit Committee also is required to preapprove certain non-audit services performed by the registrant’s principal accountant for the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and certain of the adviser’s affiliates that provide services directly related to the operations and financial reporting of the registrant. Unless a type of service to be provided by the principal accountant has received preapproval, it will require specific preapproval by the Audit Committee. The Audit Committee may delegate preapproval authority to one or more of its members. The member or members to whom such authority is delegated shall report any preapproval decisions to the Audit Committee at its next scheduled meeting. Notwithstanding the foregoing, under certain circumstances, preapproval of non-audit services of a de minimis amount is not required. (2) No services included in (b) – (d) above were approved pursuant to the waiver provisions of paragraphs (c)(7)(i)(C) or (c)(7)(ii) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $177,173 and $163,665, respectively. (h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, the audit committee considered whether these services were compatible with maintaining the principal accountant’s independence. |
| | |
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable. |
| | |
| ITEM 6. | SCHEDULE OF INVESTMENTS.
Included in Item 1 above. |
| | |
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable. |
| | |
| ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable. |
| | |
| ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable. |
| | |
| ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable. |
| | |
| ITEM 11. | CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the registrant in the report it files or submits on Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and that such material information is accumulated and communicated to the registrant's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure. (b) The registrant’s principal executive officer and principal financial officer are aware of no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| | |
| | |
| | |
| ITEM 12. | EXHIBITS. |
| | | |
| | (a)(1) | Code of Ethics for Principal Executive and Principal Financial Officers. |
| | | |
| | (a)(2) | Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940. |
| | | |
| | (a)(3) | Not applicable. |
| | | |
| | (b) | Certifications of chief executive officer and chief financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SELIGMAN ASSET ALLOCATION SERIES, INC.
| By: | | |
| | | /S/ BRIAN T. ZINO |
| | | Brian T. Zino |
| | | President and Chief Executive Officer |
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| Date: | | March 7, 2008 |
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| Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. |
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| By: | | |
| | | /S/ BRIAN T. ZINO |
| | | Brian T. Zino |
| | | President and Chief Executive Officer |
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| Date: | | March 7, 2008 |
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| By: | | |
| | | /S/ LAWRENCE P.VOGEL |
| | | Lawrence P. Vogel |
| | | Vice President, Treasurer and Chief Financial Officer |
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| Date: | | March 7, 2008 |
SELIGMAN ASSET ALLOCATION SERIES, INC.
EXHIBIT INDEX
| (a)(1) | | Code of Ethics for Principal Executive and Principal Financial Officers. |
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| (a)(2) | | Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940. |
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| (b) | | Certification of chief executive officer and chief financial officer as required by Rule 30a-2(b) of the Investment Company Act of 1940. |
