Matters Relating to the Directors’/Trustees’ Consideration of the Continuance of the Management Agreements data for the Series. 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 considering 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 relationships with the Fund before taxes and distribution expenses. The directors concluded that they were satisfied that the Manager’s level of profitability from its relationship with each Series was not excessive. Fall-Out Benefits The directors considered that a broker-dealer affiliate of the Manager receives 12b-1 fees from the Series 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 Series 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 Series. The directors concluded that the fall-out benefits realized by the Manager from its relationship with each relevant Series was appropriate. Investment Results In addition to the information received by the directors for the meeting, the directors receive detailed performance information for each Series at each regular Board meeting during the year. At the meeting, the directors reviewed performance information covering a wide range of periods, including the first nine months of the calendar year, the preceding six calendar years and annualized rolling one-, three-, five-, and 10-year periods ending September 30, 2006. For each of those periods the directors reviewed information comparing each Series to other funds in its Lipper category, and for most of the periods they also reviewed the performance of each Series to a group of competitor funds selected by the Manager. The directors also reviewed information about portfolio turnover rates of the Fund compared to other investment companies with similar investment objectives. The Manager explained that the comparative performance of several of the Series had been adversely affected in recent periods by the Manager’s decision to defensively position their portfolios in anticipation of rising interest rates, which did not rise as the Manager had anticipated. The Manager also stated that the average quality of certain of the Series’ holdings was higher than that of some of the funds in the relevant average and peer group, and that certain Series had a relatively high expense ratio, both factors that also adversely affected comparative performance. The Manager stated that it continued to seek ways to enhance its investment capabilities with a view to improving those Series’ relative investment performance. The following factors specific to individual Series also were noted and considered by the directors in deciding to approve the continuation of the Management Agreements: California High-Yield Series. The directors compared the California High-Yield Series’ performance to the Lipper California Municipal Debt Funds Average, the Lehman Brothers Municipal Bond Index and to a group of competitor funds selected by the Manager. They noted that the Series’ results were above or close to the Lipper median for the three-, five- and 10-year periods, and had varyingly exceeded or underperformed the Series’ other benchmarks for the periods shown. Based upon their review, the directors concluded that the California High-Yield Series’ relative investment performance over time had been satisfactory. California Quality Series. The directors compared the California Quality Series’ performance to the Lipper California Municipal Debt Funds Average, the Lehman Brothers Municipal Bond Index and to a group of competitor funds selected by the Manager. The directors noted that the Series’ results were above the Lipper median for the 10-year period presented, but were below its benchmarks by varying degrees for most of the more recent periods shown. Taking into account these comparisons, the other factors considered and the Manager’s presentation with respect to its efforts to improve the Series’ results, the directors concluded that they retained confidence in the Manager’s capabilities to manage the California Quality Series. Florida Series. The directors compared the Florida Series’ performance to the Lipper Florida Municipal Debt Funds Average, the Lehman Brothers Municipal Bond Index and to a group of competitor funds selected by the Manager. They noted that the Series ranked above the Lipper median in the 10-year period, but the Series’ performance was below its benchmarks for the more recent periods. Taking into account these comparisons, the other factors considered and the Manager’s presentation with respect to its efforts to improve the Florida Series’ results, the directors concluded that they retained confidence in the Manager’s capabilities to manage the Series. New Jersey Fund. The directors compared the New Jersey Fund’s performance to the Lipper New Jersey Municipal Debt Funds Average, the Lehman Brothers Municipal Bond Index and to a group of competitor funds selected by the Manager. The directors noted that the Fund’s Lipper ranking was above the median for the 10-year period, but that its results were generally below its benchmarks in the more recent |