EX-99 CODE ETH
EXHIBIT ITEM 10 (a)(1)
CODE OF ETHICS
FOR PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS
(PURSUANT TO SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002)
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (the "Code") for each of the registered investment
companies managed by J. & W. Seligman & Co. Incorporated ("Seligman")
(collectively, "Funds" and each a "Fund") applies to each Fund's Principal
Executive Officer and Principal Financial Officer (the "Covered Officers"
each of whom is set forth in Exhibit A) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o full, fair, accurate, timely and understandable disclosure in
reports and documents that a registrant files with, or submits
to, the Securities and Exchange Commission ("SEC") and in
other public communications made by a Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW.
A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, a
Fund. For example, a conflict of interest would arise if a Covered
Officer, or a member of his family, receives improper personal benefits
as a result of his position with the Fund.
Certain conflicts of interest arise out of the relationships
between Covered Officers and a Fund and already are subject to conflict
of interest provisions in the
1
Investment Company Act of 1940 ("Investment Company Act") and the
Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions
(such as the purchase or sale of securities or other property) with a
Fund because of their status as "affiliated persons" of the Fund. The
Funds' and Seligman's compliance programs and procedures are designed to
prevent, or identify and correct, violations of these provisions. This
Code does not, and is not intended to, repeat or replace these programs
and procedures, and such conflicts fall outside of the parameters of this
Code.
Although typically not presenting an opportunity for improper
personal benefit, conflicts arise from, or as a result of, the
contractual relationship between a Fund and Seligman of which the Covered
Officers are also officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their
duties (whether formally for a Fund or for Seligman, or for both), be
involved in establishing policies and implementing decisions that will
have different effects on Seligman and the Fund. The participation of the
Covered Officers in such activities is inherent in the contractual
relationship between a Fund and Seligman and is consistent with the
performance by the Covered Officers of their duties as Officers of the
Fund. Thus, if performed in conformity with the provisions of the
Investment Company Act and the Investment Advisers Act, such activities
will be deemed to have been handled ethically. In addition, it is
recognized that the Covered Officers may also be officers or employees of
one or more other investment companies covered by this or other codes.
Other conflicts of interest are covered by the Code, even if
such conflicts of interest are not subject to provisions in the
Investment Company Act and the Investment Advisers Act. The following
list provides examples of conflicts of interest under the Code, but
Covered Officers should keep in mind that these examples are not
exhaustive. The overarching principle is that the personal interest of a
Covered Officer should not be placed improperly before the interest of a
Fund.
* * *
Each Covered Officer must:
o not use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by a Fund whereby the Covered Officer would benefit
personally to the detriment of the Fund;
o not cause a Fund to take action, or fail to take action, for
the individual personal benefit of the Covered Officer rather
than the benefit of the Fund;
o report at least annually any business affiliations or other
business relationships (including those of immediate family
members) that have the potential to raise conflicts of
interests.
2
These are some conflicts of interest situations that should not occur
unless specifically pre-approved by Seligman's General Counsel, Associate
General Counsel or Director of Compliance:
o service as a director on the board of any public or private
company;
o the receipt of any gifts of significant value or cost from any
company with which a Fund has current or prospective business
dealings;
o the receipt of any entertainment from any company with which a
Fund has current or prospective business dealings unless such
entertainment is business-related, reasonable in cost,
appropriate as to time and place, and not so frequent nor so
extensive as to raise any question of impropriety;
o any ownership interest in, or any consulting or employment
relationship with, any of the Fund's non-public service
providers, other than Seligman, Seligman Advisors, Inc.,
Seligman Services, Inc., Seligman Data Corp. or any affiliated
person thereof;
o a direct or indirect financial interest in commissions,
transaction charges or spreads paid by a Fund for effecting
portfolio transactions or for selling or redeeming shares
other than an interest arising from the Covered Officer's
employment, such as compensation or equity ownership.
III. DISCLOSURE AND COMPLIANCE
o each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to a Fund;
o each Covered Officer should not knowingly misrepresent, or
cause others to misrepresent, facts about a Fund to others,
whether within or outside the Fund, including to the Fund's
directors and auditors, and to governmental regulators and
self-regulatory organizations;
o each Covered Officer should, to the extent appropriate within
his area of responsibility, consult with other officers and
employees of a Fund and Seligman with the goal of promoting
full, fair, accurate, timely and understandable disclosure in
the reports and documents the Fund files with, or submits to,
the SEC and in other public communications made by the Fund;
and
o it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
3
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Board
that he has received, read, and understands the Code;
o annually thereafter affirm to the Board that he has complied
with the requirements of the Code;
o not retaliate against any other Covered Officer or any
employee of the Funds or their affiliated persons for reports
of potential violations that are made in good faith; and
o notify Seligman's General Counsel, Associate General Counsel
or Director of Compliance promptly if he knows of any
violation of this Code. Failure to do so is itself a violation
of this Code.
Seligman's General Counsel (or his designee) is responsible for
applying this Code to specific situations in which questions are
presented under it and has the authority to interpret this Code in any
particular situation.(1) However, any approvals or waivers(2) granted
to the Covered Officer will be promptly reported to the Chairman of the
appropriate Fund's Board Operations Committee and reported to the
appropriate Fund's Board at its next regular meeting.
The following procedures will be followed in investigating and
enforcing this Code:
o Seligman's General Counsel (or his designee) will take all
appropriate action to investigate any potential violations
reported to him;
o if, after such investigation, Seligman's General Counsel
believes that no violation has occurred, he is not required to
take any further action;.
o any matter that the General Counsel believes is a violation
will be reported to the appropriate Board;
o if the appropriate Board concurs that a violation has
occurred, it will consider appropriate action, which may
include review of, and appropriate
- ----------
(1) The General Counsel (or his designee) is authorized to consult, as
appropriate, with counsel to the Funds and the Independent Directors, and
is encouraged to do so.
(2) "Waiver" is defined as "the approval by the registrant of a material
departure from a provision of the code of ethics" and "implicit waiver,"
which must also be disclosed, is defined as "the registrant's failure to
take action within a reasonable period of time regarding a material
departure from a provision of the code of ethics that has been made known
to an executive officer" of the registrant.
4
modifications to, applicable policies and procedures;
notification to appropriate personnel of Seligman or its
board; or a recommendation to dismiss the Covered Officer; and
o any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, Seligman, Seligman Advisors, Inc., Seligman
Services, Inc., Seligman Data Corp., or other service providers or any of their
affiliates govern or purport to govern the behavior or activities of the Covered
Officers who are subject to this Code, they are superseded by this Code to the
extent that they overlap or conflict with the provisions of this Code. The
Funds', Seligman's and Seligman Advisors, Inc.'s and their affiliates' codes of
ethics under Rule 17j-1 under the Investment Company Act and any other policies
and procedures of such entities are separate requirements applying to the
Covered Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Board of each Fund, including
a majority of the independent directors.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the appropriate Fund's Board and its
counsel, members of Seligman's Board of Directors and members of Seligman's Law
and Regulation Department.
VIII. INTERNAL USE
This Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
September 18, 2003
5
EXHIBIT A
Persons Covered by this Code of Ethics
Principal Executive Officer - Brian T. Zino
Principal Financial Officer - Lawrence P. Vogel
6