See footnotes on page 18.
See Notes to Financial Statements.
Matters Relating to the Trustees’ Consideration of the Continuance of the Management Agreement
The trustees unanimously approved the continuance of the Management Agreement between the Fund and the Manager at a meeting held on November 17, 2005.
In preparation for the meeting, experienced counsel who are independent of the Manager had discussed with the Manager the continuances and nature of materials to be provided to the trustees, the trustees had requested and evaluated extensive materials from the Manager, including performance and expense information for other investment companies with similar investment objectives derived from data compiled by Lipper Inc. (“Lipper”). Prior to voting, the trustees reviewed the proposed continuance of the Management Agreement with the Manager and with experienced counsel who are independent of the Manager and received a memorandum from such counsel discussing the legal standards for their consideration of the proposed continuance. The independent trustees also discussed the proposed continuance in a private session with counsel at which no representatives of the Manager were present.
In reaching their determination with respect to the continuance of the Management Agreement, the trustees considered their knowledge of the nature and quality of the services provided by the Manager to the Fund gained from their experience as directors and/or trustees of the Seligman Group of Funds, their overall confidence in the Manager’s integrity and competence they have gained from that experience, the Manager’s initiative in identifying and raising potential issues with the trustees and its responsiveness, frankness, and attention to concerns raised by the trustees 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 trustees 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 Fund and review extensive materials and information presented by the Manager.
The trustees also considered all other factors they believed relevant, including the following:
1. | information comparing the performance of the Fund to other investment companies with similar investment objectives; |
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2. | the nature, extent and quality of investment and administrative services rendered by the Manager; |
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3. | payments received by the Manager from all sources in respect of the Fund and all investment companies in the Seligman Group of Funds; |
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4. | the costs borne by, and profitability of, the Manager and its affiliates in providing services to the Fund and to all investment companies in the Seligman Group of Funds; |
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5. | comparative fee and expense data for the Fund and other investment companies with similar investment objectives; |
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6. | the extent to which economies of scale would be realized as the Fund grows and whether the fee level reflects any economies of scale for the benefit of investors; |
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7. | the Manager’s practices regarding allocation of portfolio transactions of the Fund; |
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8. | information about “revenue sharing” arrangements that the Manager enters into in respect of the Fund; |
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9. | portfolio turnover rates of the Fund compared to other investment companies with similar investment objectives; |
Matters Relating to the Trustees’ Consideration of the Continuance of the Management Agreement
10. | fall-out benefits which the Manager and its affiliates receive from their relationships with the Fund; |
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11. | the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Manager; and |
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12. | the terms of the Management Agreement. |
In their deliberations, the trustees did not identify any particular information that was all-important or controlling, and trustees attributed different weights to the various factors.
The trustees determined that the overall arrangements between the Fund and the Manager, as provided in the Management Agreement, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the trustees considered relevant in the exercise of their reasonable judgment.
The material factors and conclusions that formed the basis for the trustees’ reaching their determination to approve the continuance of the Management Agreement (including their determinations that the Manager should continue to be the investment adviser for the Fund and that the fees payable to the Manager pursuant to the Management Agreement are appropriate) were separately discussed by the trustees.
Nature, Extent and Quality of Services Provided by the Manager
The trustees noted that, under the Management Agreement, the Manager, subject to the control of the trustees, administers the Fund’s business and other affairs. The Manager manages the investment of the assets of the Fund, including making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Manager also provides the Fund with such office space, administrative and other services (exclusive of, and in addition to, any such services provided by any others retained by the Fund) and executive and other personnel as are necessary for the Fund’s operations. The Manager pays all of the compensation of trustees of the Fund who are employees or consultants of the Manager and of the officers and employees of the Fund, including the Fund’s chief compliance officer. The Manager also provides senior management for 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 Fund and other investment companies in the Seligman Group of Funds at cost.
The trustees considered the scope and quality of services provided by the Manager under the Management Agreement and noted that the scope of services provided had expanded over time as a result of regulatory and other developments. The trustees noted that, for example, the Manager is responsible for maintaining and monitoring its own and the Fund’s compliance programs, and these compliance programs have recently been refined and enhanced in light of recently adopted regulatory requirements. The trustees considered the quality of the investment research capabilities of the Manager and the other resources they have dedicated to performing services for the Fund. At prior meetings the trustees had also considered the Manager’s practices with respect to the selection of brokers and dealers to effect portfolio transactions, including their duty to seek best execution. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Fund’s other service providers, also was considered. The trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund under the Management Agreement.
Matters Relating to the Trustees’ Consideration of the Continuance of the Management Agreement
On an ongoing basis, the Manager reports to the trustees on the status of various matters relating to market timing activity affecting certain funds in the Seligman Group of Funds. In connection with the continuance review, the Manager and its counsel and the trustees’ special counsel also addressed, among other matters: the action brought by the Manager and its president against the Attorney General of the State of New York seeking an order enjoining the Attorney General from, among other things, investigating the fees paid by the funds in the Seligman Group of Funds to the Manager; the ex parte application filed by the Attorney General to seek further discovery and appoint a special referee to supervise the Attorney General’s investigation relating to market timing; and the indication by the Staff of the New York Office of the Securities and Exchange Commission (“SEC”) that it was considering recommending that the SEC institute a formal action against the Manager and Seligman Advisors, Inc. relating to market timing. After a detailed presentation by the Manager and further discussion with the Manager, the Manager’s counsel, the trustees’ special counsel and other experienced counsel independent of the Manager, the independent trustees concluded that they retained confidence in the integrity of the Manager and its ability to provide management services to the Fund.
Costs of Services Provided and Profitability to the Manager
At the request of the trustees, the Manager provided information concerning profitability of the Manager’s investment advisory and investment company activities and its financial condition based on historical information for 2004 and 2005 (through September 30) and estimates for full-year 2005. The information considered by the trustees included operating profit margin information for the Manager’s investment company business alone (i.e., excluding results of its other businesses) and on a consolidated basis. The trustees also reviewed the Manager’s profitability data and estimated profitability data for the Fund. The trustees reviewed with the Manger’s chief financial officer the assumptions and methods of allocation used by the Manager in preparing the profitability data. The Manager stated its belief that the methods of allocation used were reasonable, but it noted that there are limitations inherent in allocating costs to multiple individual advisory products served by an organization such as the Manager where each of the advisory products draws on, and benefits from, the research and other resources of the organization.
The trustees 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, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the adviser’s capital structure and cost of capital. In considering profitability information, the trustees 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 trustees focused on profitability of the Manager’s relationships with the Fund before taxes and distribution expenses. The trustees recognized that the Manager should, in the abstract, be entitled to earn a reasonable level of profits for the services it provides to the Fund and, based on their review, concluded that they were satisfied that the Manager’s level of profitability from its relationship with the Fund was not excessive.
Fall-Out Benefits
The trustees also considered that a broker-dealer affiliate of the Manager receives 12b-1 fees from the Fund in respect of shares held in accounts for which there is no other broker of record, and that
Matters Relating to the Trustees’ Consideration of the Continuance of the Management Agreement
the Fund’s distributor (another affiliate of the Manager) retains a portion of the 12b-1 fees from the Fund and receives a portion of the sales charges on sales or redemptions of certain classes of shares.
The trustees recognized that the Manager’s profitability would be somewhat lower if it did not receive the benefits described above. The trustees noted that the Manager derives reputational and other benefits from its association with the Fund.
Investment Results
In addition to the information received by the trustees for the meeting, the trustees receive detailed performance information for the Fund at each regular Board meeting during the year. The trustees compared the Fund’s performance to the Lipper Pennsylvania Municipal Debt Fund Average over the one-, three-, five-, and ten-year periods ended September 30, 2005, and to nine competitor funds selected by the Manager over annualized rolling three- and five-year periods ended September 30, 2005, for each calendar year in the 2000-to-2004 period, and for the first nine months of 2005. The Manager explained that there was no appropriate benchmark index against which to compare the Fund. The comparative information showed that the Fund’s investment results were strong in 2000 and 2002 but lagged both the Lipper average and the competitor average in other periods. The trustees noted that the Fund’s Lipper ranking was below the median for the one-, three-, and five-year periods. The Manager explained that the Fund’s performance in recent periods had been adversely affected by defensive positioning in anticipation of rising interest rates, which did not rise as the Manager had anticipated, and that the Fund’s portfolio was very conservative as to credit quality compared to its competitors. The Manager also explained that the Fund had a high level of pre-refunded bonds, which produce favorable current income but may have detracted from the Fund’s total return. The Manager also noted that the Fund’s results were lowered somewhat by the Fund’s relatively high expense ratio, which resulted principally from its small size (approximately $20 million). Based upon their review, the trustees concluded that the Fund’s relative investment performance over time had been acceptable.
Management Fees and Other Expenses
The trustees considered the management fee rate paid by the Fund to the Manager, which is 0.50%. The trustees 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 trustees noted that the Fund’s management fee rate was less than both the average and the median for its peer group, which consisted of all funds with front-end sales charges in the Lipper Pennsylvania Municipal Debt Funds category.
The trustees also considered the Fund’s total expense ratio for the most recent fiscal year, as compared to the expense ratios for other funds in its peer group. The trustees recognized that the expense ratio information for the Fund potentially reflected on the Manager’s provision of services, as the Manager is responsible for coordinating services provided to the Fund by others. In considering the expense ratio of the Fund, the trustees noted that the Fund has elected to have shareholder services provided at cost by SDC and that the Manager provides senior management of SDC as part of the services covered by its management fees. SDC provides services exclusively to the investment companies in the Seligman Group of Funds, and the trustees noted that the arrangement with SDC has provided the Fund and its shareholders with a consistently high level of service.
Matters Relating to the Trustees’ Consideration of the Continuance of the Management Agreement
The comparative information showed that the Fund’s expense ratio was significantly higher than the peer group median and average and the highest in its peer group, and would have been the highest even if other peer group funds had not benefited from reimbursements by their advisers. The Manager explained that the Fund’s small size (approximately $20 million) contributed to its relatively high expense ratio, and that only one fund of the 18 funds in the peer group was smaller than the Fund. The Manager also explained that the Fund was organized as a Pennsylvania trust and had no other series, as a result of which the Fund incurred local counsel fees unique to it and was unable to allocate certain other expenses over multiple series as could most of the other Seligman Municipal Funds. On the basis of this review, the trustees concluded that the Fund’s expense ratio was acceptable.
Economies of Scale
The trustees noted that the management fee schedule for the Fund does not contain breakpoints that reduce the fee rate on assets above specified levels. The trustees recognized that there is no direct relationship between the economies of scale realized by funds and those realized by the Manager as assets increase, largely because economies of scale are realized (if at all) by the Manager across a variety of products and services, and not only in respect of a single fund. The trustees do not believe there is a uniform methodology for establishing breakpoints that give effect to fund-specific services provided by the Manager and to the economies of scale that the Manager may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The trustees observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. Depending on the age and size of a particular fund and its manager’s cost structure, different conclusions can be drawn as to whether there are economies of scale to be realized at any particular level of assets, notwithstanding the intuitive conclusion that such economies exist, or will be realized at some level of total assets. Moreover, because different managers have different cost structures and service models, it is difficult to draw meaningful conclusions from the breakpoints that may have been adopted by comparable funds. The trustees also noted that the advisory agreements for many funds do not have breakpoints at all and that, in any event, the Fund has not benefited from significant net sales in recent times. Having taken these factors into account, the trustees concluded that the absence of breakpoints in the Fund’s fee rate schedule was acceptable under the Fund’s circumstances.
Trustees
John R. Galvin 1, 3 | | Leroy C. Richie 1, 3 |
• Dean Emeritus, Fletcher School of Law | | • Counsel, Lewis & Munday, P.C. |
and Diplomacy at Tufts University | | • Chairman and Chief Executive Officer, |
• Chairman Emeritus, American Council | | Q Standards Worldwide, Inc. |
on Germany | | • Director, Kerr-McGee Corporation, Infinity, Inc. |
| | and Vibration Control Technologies, LLC |
Alice S. Ilchman 2, 3 | | • Lead Outside Director, Digital Ally Inc. |
• President Emerita, Sarah Lawrence College | | • Director and Chairman, Highland Park Michigan |
• Director, Jeannette K. Watson Fellowship and | | Economic Development Corp. |
Public Broadcasting Service | | • Chairman, Detroit Public Schools Foundation |
• Trustee, Committee for Economic Development | | |
• Governor of the Court of Governors, London | | Robert L. Shafer 2, 3 |
School of Economics | | • Ambassador and Permanent Observer of the |
| | Sovereign Military Order of Malta to the |
Frank A. McPherson 2, 3 | | United Nations |
• Retired Chairman of the Board and Chief | | |
Executive Officer, Kerr-McGee Corporation | | James N. Whitson 1, 3 |
• Director, DCP Midstream GP, LLP, Integris | | • Retired Executive Vice President and Chief |
Health, Oklahoma Chapter of the Nature | | Operating Officer, Sammons Enterprises, Inc. |
Conservancy, Oklahoma Medical Research | | • Director, CommScope, Inc. |
Foundation, Boys and Girls Clubs of Oklahoma, | | |
Oklahoma City Public Schools Foundation and | | Brian T. Zino |
Oklahoma Foundation for Excellence in | | • Director and President, |
Education | | J. & W. Seligman & Co. Incorporated |
| | • Chairman, Seligman Data Corp. |
Betsy S. Michel 1, 3 | | • Director, ICI Mutual Insurance Company, |
• Trustee, The Geraldine R. Dodge Foundation | | Seligman Advisors, Inc., and Seligman |
| | Services, Inc. |
William C. Morris | | • Member of the Board of Governors, |
• Chairman, J. & W. Seligman & Co. Incorporated, | | Investment Company Institute |
Carbo Ceramics Inc., Seligman Advisors, Inc., | | |
and Seligman Services, Inc. | | __________ |
• Director, Seligman Data Corp. | | Member: 1 Audit Committee |
• President and Chief Executive Officer, The | | 2 Trustee Nominating Committee |
Metropolitan Opera Association | | 3 Board Operations Committee |
Executive Officers
William C. Morris | | Thomas G. Moles |
Chairman | | Vice President |
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Brian T. Zino | | Thomas G. Rose |
President and Chief Executive Officer | | Vice President |
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Eileen A. Comerford | | Lawrence P. Vogel |
Vice President | | Vice President and Treasurer |
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Eleanor T. M. Hoagland | | Frank J. Nasta |
Vice President and Chief Compliance Officer | | Secretary |
Additional Fund Information
Quarterly Schedule of Investments
A complete schedule of portfolio holdings owned by the Fund 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 Fund to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund 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.
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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 Fund’s prospectus or statement of additional information. |
| This report is intended only for the information of shareholders or those who have received the offering prospectus covering shares of Beneficial Interest of Seligman Pennsylvania Municipal Fund Series, which contains information about the investment objectives, risks, charges, and expenses of the Fund, each of which should be considered carefully before investing. The prospectus, which contains information about these factors, should be read carefully before investing or sending money.
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| TEDPA3 3/06 | |