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February 24, 2010
Patsy Mengiste
Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
ATTN: Document Control - EDGAR
RE: RiverSource Government Money Market Fund, Inc. Post-Effective Amendment No. 47
(fka Seligman Cash Management Fund, Inc.) File No. 2-56805/811-02650
Accession No. 0000950123-10-001381
Seligman Capital Fund, Inc. Post-Effective Amendment No. 72
File No. 2-33566/811-01886
Accession No. 0000950123-10-001372
Seligman Communications and Information Fund, Inc. Post-Effective Amendment No. 36
File No. 2-80168/811-03596
Accession No. 0000950123-10-001375
Seligman Value Fund Series, Inc. Post-Effective Amendment No. 24
Seligman Large-Cap Value Fund File No. 333-20621/811-08031
Seligman Smaller-Cap Value Fund Accession No. 0000950123-10-001382
Seligman Growth Fund, Inc. Post-Effective Amendment No. 93
File No. 2-10836/811-00229
Accession No. 0000950123-10-001374
Seligman LaSalle Real Estate Fund Series, Inc. Post-Effective Amendment No. 13
RiverSource LaSalle Global Real Estate Fund File No. 333-105799/811-21365
(fka Seligman LaSalle Global Real Estate Fund) Accession No. 0000950123-10-001373
RiverSource LaSalle Monthly Dividend Real Estate Fund
(fka Seligman LaSalle Monthly Dividend Real Estate
Fund)
Dear Ms. Mengiste:
This letter responds to your comments received by telephone on February 19, 2010
with respect to the Funds' registration statements on Form N-1A filed pursuant
to Rule 485(a) of the Securities Act of 1933, as amended, on January 8, 2010
(the "filings").
For all Funds, as applicable
COMMENT 1. Supplementally explain the basis for the line "Acquired fund fees and
expenses" appearing in brackets in the Annual Fund Operating Expenses table.
RESPONSE. The line "Acquired fund fees and expenses" was bracketed in the
filings because it will only apply where a Fund invests in other funds
("underlying funds") to the extent the Fund's fees and expenses associated with
the underlying funds are in excess of one basis point.
COMMENT 2. Delete the word "net" from the line "Total annual (net) fund
operating expenses after fee waiver/expense reimbursement" in the Annual Fund
Operating Expenses table.
RESPONSE. The disclosure will be so revised.
COMMENT 3. Expand footnote "(a)" to the Annual Fund Operating Expenses table to
explain the reason for an adjustment to the expense ratios.
RESPONSE. Footnote "(a)" to the Annual Fund Operating Expenses table has been
revised as follows:
The expense ratios are based on expenses incurred during the Fund's
most recently completed fiscal year and have been adjusted to reflect
current fees, but are not adjusted to reflect the Fund's average net
assets as of a different period or point in time, as the Fund's asset
levels will fluctuate. The Fund's operating expenses will increase as
its assets decrease, such that the Fund's actual expense ratios may be
higher than the expense ratio presented in the table.
COMMENT 4. Revise the sentence under the Principal Investment Strategies of the
Fund to say the Fund, when providing shareholders with at least 60 days' notice
of any change in the 80% policy, such notice will be in writing.
RESPONSE. The disclosure will be so revised.
RiverSource Government Money Market Fund, Inc.
COMMENT 1. Confirm if purchases of Fund shares are includable for purposes of
calculating sales charge breakpoint discounts that may apply to the funds in the
RiverSource Family of Funds. If not, modify the narrative explanation under the
heading Fees and Expenses of the Fund.
RESPONSE. The Fund's shares are not includable for purposes of calculating any
sales charge breakpoint discounts. The disclosure will be so revised.
COMMENT 2. Confirm if a maximum deferred sales charge applies to the Fund.
RESPONSE. Yes, a maximum deferred sales charge does apply to certain classes of
shares offered by the Fund.
COMMENT 3 The second line under the Annual Fund Operating Expenses table states
"Distribution and/or service (12b-1) fees." Supplementally explain why "and/or"
is appropriate.
RESPONSE. Depending on the classes offered by the Fund, a distribution fee
and/or service (12b-1) fee may apply. Please refer to pages S.2 through S.4 of
the prospectus for an explanation of the distribution and service fees. For
example, Class A shares pay a 0.25% service fee under the Fund's 12b-1 plan, but
does not pay a distribution fee; whereas, Class C shares pay a 0.25% service fee
and 0.75% distribution fee.
COMMENT 4. Please include the types of securities and the quality ratings of
those securities the Fund may invest in the Principal Investment Strategies of
the Fund section in the Summary section.
RESPONSE. The following language will be added to the Principal Investment
Strategies of the Fund section in the Summary section:
The Fund will only purchase US government securities, or securities
rated in one of the two highest rating categories assigned to
short-term debt securities by at least two nationally recognized
statistical rating organizations (such as Moody's Investors Service
(Moody's) or Standard & Poor's Ratings Services (S&P)), or if not so
rated, determined to be of comparable quality.
Currently, the Fund invests only in US government securities and in
securities that are rated in the top category by Moody's and S&P.
However, the Fund is permitted to invest up to 5% of its assets in
securities rated in the second rating category by two rating
organizations.
COMMENT 5. What type of investments will the Fund invest its remaining 20%
assets.
RESPONSE. The Fund will invest its remaining 20% assets in those securities
permitted by the Fund's investment strategies as described in the response to
comment 4.
COMMENT 6. Some of the risks highlighted under Principal Investment Risks of the
Fund in the Summary section are not mentioned in the Principal Investment
Strategies of the Fund section. Please clarify.
RESPONSE. The risk disclosure and investment strategy will be revised to be in
alignment with each other.
COMMENT 7. Under the Past Performance section, modify the language that the Fund
does not have a sales load.
RESPONSE. The disclosure will be so revised.
Seligman Capital Fund, Inc.
COMMENT 1: Please redefine the market capitalization floor for "medium-sized"
companies in the Fund's principal investment strategies to an amount greater
than $1 billion. Alternatively, please omit the reference to "medium-sized"
companies in the Fund's principal investment strategies.
RESPONSE: The market capitalization range of $1 billion to $15 billion for
medium-sized companies is appropriate because the Fund compares its performance
to the performance of the Russell Midcap Growth Index. The market capitalization
range of the companies included within the Russell Midcap Growth Index was $262
million to $15.6 billion as of Dec. 31, 2009. Accordingly, the current
disclosure will be retained.
COMMENT 2: Please revise the Fund's principal investment strategies in the
Summary section of the prospectus to briefly describe the qualitative and
quantitative factors considered by the investment manager when selecting common
stocks for the Fund.
RESPONSE: The second to last sentence of the principal investment strategies of
the fund in the Summary section of the prospectus will be revised to read as
follows:
The investment manager chooses common stocks for the Fund through
fundamental analysis, considering both qualitative and quantitative
factors including company fundamentals, strength of management, market
earnings expectations, potential for improvement in operations,
valuations relative to projected earnings growth and potential for
above-average growth.
COMMENT 3: The Fund's principal investment strategy, as described in the Summary
section on page 4p does not include discussion of investments in preferred
stocks, convertible securities, rights, warrants or debt securities which are
described in the full description of the principal investment strategy that
appears on page 9p. Please revise the principal investment strategies as
necessary to be consistent between the two sections.
RESPONSE: The discussion of the Fund's principal investment strategies that
appears on page 9p will be revised to omit the paragraph that discusses those
types of securities.
Seligman Communications and Information Fund, Inc.
COMMENT 1. The Principal Investment Strategies of the Fund section in the
Summary section includes disclosure that the Fund will invest in securities of
companies operating in the communications, information and related industries.
RESPONSE: The Principal Investment Strategies of the Fund section will be
revised as follows:
Under normal market conditions, the Fund will invest at least 80% of its net
assets in securities of companies operating in the communications, information
and related industries. Accordingly, the Fund invests in companies operating in
the information technology and telecommunications sectors as well as those in
the media industry. In addition, as noted above, the Fund may invest in related
industries, which provides the Fund with broad investment flexibility. In this
regard, the Fund may invest in companies in any industry and many of the issuers
in which the Fund invests are technology and technology-related companies.
These technology and technology-related companies may include companies
operating in any industry, including but not limited to software, hardware,
health care, medical technology and technology services, including the internet.
The Fund may invest up to 25% of its net assets in foreign investments. The
Fund will provide shareholders with at least 60 days' written notice of any
change in the 80% policy.
COMMENT 2. Expand the description of Concentration Risk to include unique risks
of those industries.
RESPONSE. The Concentration Risk will be revised as follows:
CONCENTRATION RISK. The Fund concentrates its investments in companies
in the communications, information and related industries. The market
prices of these stocks tend to exhibit a greater degree of market risk
and price volatility than other types of investments. These stocks may
fall in and out of favor with investors rapidly, which may cause
sudden selling and dramatically lower market prices. In such an
environment, those companies with high market valuations may appear
less attractive to investors, which may cause sharp decreases in the
companies' market prices. Therefore, the Fund may be susceptible to
factors affecting these industries and the Fund's net asset value may
fluctuate more than a fund that invests in a wider range of
industries. In addition, the rapid pace of change within many of these
industries tends to create a more volatile operating environment than
in other industries.
COMMENT 3. The Risks of Foreign Investing is highlighted as a principal risk,
however, foreign investing is not mentioned in the Principal Investment
Strategies of the Fund. Please clarify.
RESPONSE. The Principal Investment Strategies of the Fund will be revised to
include disclosure regarding the Fund's ability to invest in foreign
investments.
Seligman Value Fund Series, Inc.
COMMENT 1 (FOR SELIGMAN LARGE-CAP VALUE FUND AND SELIGMAN SMALLER-CAP VALUE
FUND): Please revise the Principal Investment Strategies of the Fund section in
the Summary section of the prospectus to briefly describe what is meant by
"value."
RESPONSE: The following will be added to the Principal Investment Strategies of
the Fund section in the Summary section of the prospectus:
The investment manager seeks to identify value companies that it
believes display certain characteristics, including but not limited
to, a low price-to-earnings and/or low price-to-book ratio, positive
change in senior management, positive corporate restructuring,
temporary setback in price due to factors that no longer exist,
positive shift in the company's business cycle, and/or a catalyst for
increase in the rate of the company's earnings growth.
COMMENT 2 (FOR SELIGMAN LARGE-CAP VALUE FUND AND SELIGMAN SMALLER-CAP VALUE
FUND): Please revise the Principal Investment Strategies of the Fund section in
the Summary section of the prospectus to briefly describe whether the Fund may
invest in a limited number of companies as is referenced in the Focused
Portfolio Risk.
RESPONSE: The following will be added to the Principal Investment Strategies of
the Fund section in the Summary section of the prospectus:
The Fund may hold a small number of securities because the investment
manager believes doing so allows it to adhere to its value investment
approach.
Seligman Growth Fund
COMMENT 1: In the Summary section, expand the strategy to include discussion on
how the portfolio manager will accomplish the Fund's objective.
RESPONSE: The Principal Investment Strategies of the Fund in the Summary section
will be revised as follows:
Generally, the Fund invests primarily in the common stock of large
U.S. companies, selected for their growth prospects, but may also
invest in small and mid-sized companies. The investment manager
chooses common stocks for the Fund through fundamental analysis,
considering both qualitative and quantitative factors, including
company fundamentals, strength of management, market earnings
expectations, potential for improvement in operations, valuations
relative to projected earnings growth and potential for above-average
growth. The Fund may invest up to 25% of its net assets in foreign
investments.
COMMENT 2: The Risks of Foreign Investing is highlighted as a principal risk,
however, foreign investing is not mentioned in the Principal Investment
Strategies of the Fund. Please clarify.
RESPONSE: Please see the response to Comment 1, above.
COMMENT 3: In the Principal Risks of Investing in the Fund, Issuer Risk
identifies that the Fund may invest in bonds. If so, state in the principal
investment strategy.
RESPONSE: The Issuer Risk disclosure will be revised to delete the reference to
bonds.
COMMENT 4: Small and Mid-Sized Company Risk is identified as a principal risk of
investing in the Fund. If this is true, identify in the Principle Investment
Strategies of the Fund that the Fund will be investing in these types of
companies.
RESPONSE: Please see the response to Comment 1, above.
RiverSource LaSalle Global Real Estate Fund
COMMENT 1: Because this is a "global" fund, please add a policy in the Principal
Investment Strategies of the Fund that at least 40% of the Fund's assets will be
invested outside the United States.
RESPONSE: The following will be added to the Principal Investment Strategies of
the Fund section in the Summary section of the prospectus:
Under normal market conditions, at least 40% of the Fund's net assets
will be invested outside the U.S. The investment manager may reduce
this 40% minimum investment amount to 30% if it believes that market
conditions for these types of Global Real Estate companies or specific
foreign markets are unfavorable.
COMMENT 2: Make it clear in the Diversification Risk that the Fund is a
non-diversified fund.
RESPONSE: Diversification Risk will be re-titled "Non-Diversification Risk."
RiverSource LaSalle Monthly Dividend Real Estate Fund
COMMENT 1: As this is a "monthly dividend" fund, discuss, either in the
Principle Investment Strategies of the Fund or in the distribution policy, the
monthly distributions of the Fund.
RESPONSE: The following will be added to the Principle Investment Strategies of
the Fund:
The Fund intends to pay dividends from its net investment income
monthly and distribute any net capital gains realized on investments
annually.
RiverSource LaSalle Global Real Estate Fund and RiverSource LaSalle Monthly
Dividend Fund
COMMENT 1: Small and Mid-Sized Company Risk is identified as a principal risk of
investing in the Fund. If this is true, identify in the principle investment
strategy that the Fund will be investing in these types of companies.
RESPONSE: The following will be added to the Principle Investment Strategies of
the Fund for each of the funds:
Real estate companies, including REITs, tend to be small- to
medium-sized companies in relation to the equity markets as a whole.
Small- and medium-sized company stocks, as a whole, may experience
greater price fluctuations than large-company stocks or other types of
investments.
In connection with the Amendments listed above, each Registrant hereby
acknowledges the following:
The disclosures in the filing are the responsibility of the Registrant
and the Registrant is fully responsible for the adequacy or accuracy
of the disclosures in the filing. The Registrant represents to the
Commission that comments made by the Commission, or the staff acting
pursuant to delegated authority, or changes to disclosure in response
to staff comments in the filing reviewed by the staff, do not
foreclose the Commission from taking any action with respect to the
filing, and the Registrant represents that it will not assert this
action as a defense in any proceeding initiated by the Commission or
any person, under the federal securities laws of the United States.
If you have any questions, please contact either me at (212) 850-1703 or Katina
A. Walker at (612) 671-6990.
Sincerely,
/s/ Joseph L. D'Alessandro
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Joseph L. D'Alessandro
Vice President and Group Counsel
Ameriprise Financial, Inc.