Page 1 of 6
March 13, 2009
Ms. Patsy Mengiste
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
ATTN.: Document Control - EDGAR
RE: PROXY BOOK 1
N-14 File Number: 333-157520
Seligman Global Fund Series, Inc.
Seligman Global Technology Fund (PROPOSAL 1)
N-14 File Number: 333-157527
Seligman Growth Fund, Inc. (PROPOSAL 2)
N-14 File Number: 333-157517
RiverSource Strategy Series, Inc.
RiverSource Equity Value Fund (PROPOSAL 3)
N-14 File Number: 333-157526
Seligman Value Fund Series, Inc.
Seligman Smaller-Cap Value Fund (PROPOSAL 4)
PROXY BOOK 2
N-14 File Number: 333-157525
RiverSource Large Cap Series, Inc.
RiverSource Disciplined Equity Fund
(PROPOSALS 1(A) AND 1(B))
PROXY BOOK 3
N-14 File Number: 333-157557
Seligman Municipal Fund Series, Inc.
Seligman National Municipal Class
(PROPOSALS 1-14)
PROXY BOOK 4
N-14 File Number: 333-157556
RiverSource Market Advantage Series, Inc.
RiverSource Portfolio Builder Total Equity Fund
(PROPOSALS 1(A) AND 1(B))
RiverSource Portfolio Builder Aggressive Fund
(PROPOSAL 2)
RiverSource Portfolio Builder Moderate
Aggressive Fund (PROPOSAL 3)
PROXY BOOK 5
N-14 File Number: 333-157589
RiverSource Diversified Income Series, Inc.
RiverSource Diversified Bond Fund (PROPOSAL 1)
RiverSource N-14 File Number: 333-157587
RiverSource Global Series, Inc.
Threadneedle Emerging Markets Fund
(PROPOSAL 2)
Threadneedle Global Equity Fund (PROPOSAL 3)
N-14 File Number: 333-157590
RiverSource High Yield Income Series, Inc.
RiverSource High Yield Bond Fund (PROPOSAL 4)
N-14 File Number: 333-157586
RiverSource Investment Series, Inc.
RiverSource Balanced Fund (PROPOSAL 5)
N-14 File Number: 333-157588
RiverSource International Managers Series, Inc.
RiverSource Partners International Select Growth
Fund (PROPOSAL 6)
N-14 File Number: 333-157592
RiverSource Government Income Series, Inc.
RiverSource Short Duration U.S. Government
Fund (PROPOSAL 7)
Dear Ms. Mengiste:
This letter responds to your comment received by telephone on March 5, 2009 for
the N-14 filings referenced above. The comment and response are outlined below:
COMMENT: Describe how an accounting survivor was determined applying the NAST
factors.
RESPONSE: At meetings of the Funds' Boards of Directors/Trustees in December
2008 and January 2009, RiverSource Investments, LLC, the investment manager for
each of the Buying Funds and the Selling Funds in the proposed reorganizations,
presented relevant information that, in each case, demonstrates that the Buying
Fund is the proper accounting survivor with respect to the proposed
reorganization based upon the guidance of
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the Commission Staff in North American Security Trust (pub. avail. August 5,
1994). In North American Security Trust, the Staff stated that it would not
recommend enforcement action in accordance with Rule 482 under the Securities
Act of 1933, as amended, or Rule 34b-1 under the Investment Company Act of 1940,
as amended, if an investment company formed as a result of merging three
investment companies advertised its historical performance using, for periods
prior to the reorganization, the performance data of the predecessor investment
company that it most closely resembled. The Staff stated that, in determining
whether any predecessor investment company resembles a new or surviving
investment company closely enough to justify the use of the predecessor
investment company's performance, the factors to be considered are the
investment companies': (i) investment advisers; (ii) investment objectives,
policies, and restrictions; (iii) expense structures and expense ratios; (iv)
asset sizes; and (v) portfolio compositions. The Staff also stated that the
survivor of a business combination for accounting purposes (i.e., the investment
company whose financial statements are carried forward) would typically be the
investment company whose historical performance may be used by a new or
surviving investment company. We understand that the factors used by accountants
to determine the accounting survivor of a business combination are essentially
identical to those articulated by the Staff in North American Security Trust.
Applying the North American Security Trust factors to the proposed
reorganizations strongly suggests that, in each case, the Buying Fund would be
considered the accounting survivor for each proposed reorganization:
PROXY BOOK 1
PROPOSAL 1: Proposed reorganization of RiverSource Global Technology Fund
(Selling Fund) into Seligman Global Technology Fund (Buying Fund)
At the time of reorganization, the combined fund will have the same investment
manager and portfolio managers, and the same investment objective, policies and
restrictions as the Buying Fund. Although the investment portfolio for both the
Buying Fund and the Selling Fund are currently managed by the same portfolio
managers, their tenure with the Buying Fund is longer than with the Selling
Fund. Prior to the reorganization, the expense structure of the Buying Fund will
be changed to be consistent with the other funds in the RiverSource family of
funds, including the Selling Fund. However, at the time of reorganization, the
expense structure of the combined fund will more closely resemble that of the
Selling Fund based upon the length of time the expense structure has been in
place. Based on net assets at Oct. 31, 2008, the net asset level of the Buying
Fund is greater than that of the Selling Fund. Therefore, the net asset level of
the combined fund is expected to more closely resemble that of the Buying Fund.
The portfolio composition of the combined fund is expected to more closely
resemble that of the Buying Fund than that of the Selling Fund. The investment
manager therefore believes that the totality of the factors discussed above,
taken together, suggest that the combined fund will more closely resemble the
Buying Fund, and that the Buying Fund is thus the proper accounting survivor of
the proposed reorganization.
PROPOSAL 2: Proposed reorganization of RiverSource Growth Fund (Selling Fund)
into Seligman Growth Fund, Inc. (Buying Fund)
At the time of reorganization, the combined fund will have the same investment
manager and portfolio manager, and the same investment objective, policies and
restrictions as the Buying Fund. Although the investment portfolio for both the
Buying Fund and the Selling Fund are currently managed by the same portfolio
manager, his tenure with the Buying Fund is longer than with the Selling Fund.
Prior to the reorganization, the expense structure of the Buying Fund will be
changed to be consistent with the other funds in the RiverSource family of
funds, including the Selling Fund. However, at the time of reorganization, the
expense structure of the combined fund will more closely resemble that of the
Selling Fund based upon the length of time the expense structure has been in
place. Based on net assets at Oct. 31, 2008, the net asset level of the Buying
Fund is less than that of the Selling Fund. Therefore, the net asset level of
the combined fund is expected to more closely resemble that of the Selling Fund.
The portfolio composition of the combined fund is expected to more closely
resemble that of the Buying Fund than that of the Selling Fund. The investment
manager therefore believes that the totality of the factors discussed above,
taken together, suggest that the combined fund will more closely resemble the
Buying Fund, and that the Buying Fund is thus the proper accounting survivor of
the proposed reorganization.
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PROPOSAL 3: Proposed reorganization of RiverSource Large Cap Value Fund (Selling
Fund) into RiverSource Equity Value Fund (Buying Fund)
At the time of reorganization, the combined fund will have the same investment
manager and portfolio managers, and the same investment objective, policies and
restrictions as the Buying Fund. Although the investment portfolio for both the
Buying Fund and the Selling Fund are currently managed by the same portfolio
managers, their tenure with the Buying Fund is longer than with the Selling
Fund. At the time of reorganization, the expense structure of the combined fund
will more closely resemble that of the Buying Fund based upon the overall
expense ratio (excluding the impact of any performance incentive adjustment to
the management fee). Based on net assets at Oct. 31, 2008, the net asset level
of the Buying Fund is greater than that of the Selling Fund. Therefore, the net
asset level of the combined fund is expected to more closely resemble that of
the Buying Fund. The portfolio composition of the combined fund is expected to
more closely resemble that of the Buying Fund than that of the Selling Fund. The
investment manager therefore believes that the totality of the factors discussed
above, taken together, suggest that the combined fund will more closely resemble
the Buying Fund, and that the Buying Fund is thus the proper accounting survivor
of the proposed reorganization.
PROPOSAL 4: Proposed reorganization of RiverSource Small Cap Advantage Fund
(Selling Fund) into Seligman Smaller-Cap Value Fund (Buying Fund)
At the time of reorganization, the combined fund will have the same investment
manager and portfolio managers, and the same investment objective, policies and
restrictions as the Buying Fund. Although the investment portfolio for both the
Buying Fund and the Selling Fund are currently managed by the same portfolio
managers, their tenure with the Buying Fund is longer than with the Selling
Fund. Prior to the reorganization, the expense structure of the Buying Fund will
be changed to be consistent with the other funds in the RiverSource family of
funds, including the Selling Fund. However, at the time of reorganization, the
expense structure of the combined fund will more closely resemble that of the
Selling Fund based upon the length of time the expense structure has been in
place. Based on net assets at Oct. 31, 2008, the net asset level of the Buying
Fund is less than that of the Selling Fund. Therefore, the net asset level of
the combined fund is expected to more closely resemble that of the Selling Fund.
The portfolio composition of the combined fund is expected to more closely
resemble that of the Buying Fund than that of the Selling Fund. The investment
manager therefore believes that the totality of the factors discussed above,
taken together, suggest that the combined fund will more closely resemble the
Buying Fund, and that the Buying Fund is thus the proper accounting survivor of
the proposed reorganization.
PROXY BOOK 2
PROPOSAL 1(A) AND 1(B): Proposed reorganization (each a "Reorganization") of
either or both RiverSource Large Cap Equity Fund
(Selling Fund) and Seligman Common Stock Fund (Selling
Fund) into RiverSource Disciplined Equity Fund (Buying
Fund)
At the time of each Reorganization, the combined fund will have the same
investment manager and portfolio managers, and the same investment objective,
policies and restrictions as the Buying Fund. Although the investment portfolio
for the Buying Fund and each Selling Fund are currently managed by the same
portfolio managers, their tenure with the Buying Fund is longer than with each
Selling Fund. Prior to each Reorganization, the expense structure of Seligman
Common Stock Fund will be changed to be consistent with the other funds in the
RiverSource family of funds, including the Buying Fund. However, at the time of
each Reorganization, the expense structure of the combined fund will more
closely resemble that of the Buying Fund based upon length of time the expense
structure has been in place (compared to Seligman Common Stock Fund only), the
presence of a performance incentive adjustment (which is absent for Seligman
Common Stock Fund) and the overall expense ratio (compared to each of the
Selling Funds and excluding the impact of any performance incentive adjustment
to the management fee for RiverSource Large Cap Equity Fund). Based on net
assets at Oct. 31, 2008, the net asset level of the Buying Fund is less than
that of RiverSource Large Cap Equity Fund and greater than that of Seligman
Common Stock Fund. Therefore, the net asset level of the combined fund is
expected to more closely resemble that of the Selling Fund when compared to
RiverSource Large Cap Equity Fund but is expected to more closely resemble the
Buying Fund
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when compared to Seligman Common Stock Fund. The portfolio composition of the
combined fund is expected to more closely resemble that of the Buying Fund than
that of each Selling Fund. The investment manager therefore believes that the
totality of the factors discussed above, taken together, suggest that the
combined fund will more closely resemble the Buying Fund, and that the Buying
Fund is thus the proper accounting survivor of each proposed Reorganization.
PROXY BOOK 3
PROPOSALS 1-14:
Proposed reorganization (each a "Reorganization") of any or all of:
Seligman Colorado Municipal Class, a series of Seligman Municipal Fund
Series, Inc.,
Seligman Florida Municipal Series, a series of Seligman Municipal Series
Trust,
Seligman Georgia Municipal Class, a series of Seligman Municipal Fund
Series, Inc.,
Seligman Louisiana Municipal Class, a series of Seligman Municipal Fund
Series, Inc.,
Seligman Maryland Municipal Class, a series of Seligman Municipal Fund
Series, Inc.,
Seligman Massachusetts Municipal Class, a series of Seligman Municipal Fund
Series, Inc.,
Seligman Michigan Municipal Class, a series of Seligman Municipal Fund
Series, Inc.,
Seligman Missouri Municipal Class, a series of Seligman Municipal Fund
Series, Inc.,
Seligman New Jersey Municipal Fund, Inc.,
Seligman North Carolina Municipal Series, , a series of Seligman Municipal
Series Trust,
Seligman Ohio Municipal Class, a series of Seligman Municipal Fund Series,
Inc.,
Seligman Oregon Municipal Class, a series of Seligman Municipal Fund
Series, Inc.,
Seligman Pennsylvania Municipal Fund Series, and
Seligman South Carolina Municipal Class, a series of Seligman Municipal
Fund Series, Inc., (each a "Selling Fund"),
into Seligman National Municipal Class, a series of Seligman Municipal Fund
Series, Inc., (the "Buying Fund")
For each Reorganization, the combined fund will have the same investment
objective, policies and restrictions as the Buying Fund. Also, for each
Reorganization the investment manager and portfolio managers of the combined
fund will be the same as both the Buying Fund and the Selling Fund. For each
Reorganization, the expense structure of the combined fund will more closely
resemble that of the Buying Fund. For each Reorganization, except for the
combination of Seligman Michigan Municipal Class into the Buying Fund, the
combination of Seligman Ohio Municipal Class into the Buying Fund and the
combination of Seligman South Carolina Municipal Class into the Buying Fund, the
net asset level of the Buying Fund is greater than that of the Selling Fund,
based on net assets at Oct. 31, 2008. Therefore, the asset level of the combined
fund is expected to more closely resemble that of the Buying Fund except for the
combination of Seligman Michigan Municipal Class into the Buying Fund, the
combination of Seligman Ohio Municipal Class into the Buying Fund and the
combination of Seligman South Carolina Municipal Class into the Buying Fund. For
each Reorganization, the portfolio composition of the combined fund is expected
to more closely resemble that of the Buying Fund than that of the Selling Fund.
The investment manager therefore believes that the totality of the factors
discussed above, taken together, suggest that the combined fund will more
closely resemble the Buying Fund, and that the Buying Fund is thus the proper
accounting survivor of each proposed Reorganization.
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PROXY BOOK 4
PROPOSAL 1(A): Proposed reorganization of Seligman Asset Allocation Aggressive
Growth Fund (Selling Fund) into RiverSource Portfolio Builder
Total Equity Fund (Buying Fund),
PROPOSAL 1(B): Proposed reorganization of Seligman Asset Allocation Growth Fund
(Selling Fund) into RiverSource Portfolio Builder Total Equity
Fund (Buying Fund),
PROPOSAL 2: Proposed reorganization of Seligman Asset Allocation Moderate
Growth Fund (Selling Fund) into RiverSource Portfolio Builder
Aggressive Fund (Buying Fund), and
PROPOSAL 3: Proposed reorganization of Seligman Asset Allocation Balanced
Fund (Selling Fund) into RiverSource Portfolio Builder Moderate
Aggressive Fund (Buying Fund)
At the time of reorganization, the combined fund will have the same investment
manager and portfolio managers, and the same investment objective, policies and
restrictions as the Buying Fund. Prior to the reorganization, the expense
structure of the Selling Fund will be changed to be consistent with the other
funds in the RiverSource family of funds, including the Buying Fund. However, at
the time of reorganization, the expense structure of the combined fund will more
closely resemble that of the Buying Fund based upon the length of time the
expense structure has been in place and the overall expense ratio. Based on net
assets at Oct. 31, 2008, the net asset level of the Buying Fund is greater than
that of the Selling Fund. Therefore, the net asset level of the combined fund is
expected to more closely resemble that of the Buying Fund. The portfolio
composition of the combined fund is expected to more closely resemble that of
the Buying Fund than that of the Selling Fund. The investment manager therefore
believes that the totality of the factors discussed above, taken together,
suggest that the combined fund will more closely resemble the Buying Fund, and
that the Buying Fund is thus the proper accounting survivor of the proposed
reorganization.
PROXY BOOK 5
PROPOSAL 1: Proposed reorganization of Seligman Core Fixed Income Fund, Inc.
(Selling Fund) into RiverSource Diversified Bond Fund (Buying Fund),
and
PROPOSAL 4: Proposed reorganization of Seligman High-Yield Fund (Selling Fund)
into RiverSource High Yield Bond Fund (Buying Fund)
At the time of reorganization, the combined fund will have the same investment
manager and portfolio managers, and the same investment objective, policies and
restrictions as the Buying Fund. Although the investment portfolio for both the
Buying Fund and the Selling Fund are currently managed by the same portfolio
management team, its tenure with the Buying Fund is longer than with the Selling
Fund. Prior to the reorganization, the expense structure of the Selling Fund
will be changed to be consistent with the other funds in the RiverSource family
of funds, including the Buying Fund. However, at the time of reorganization, the
expense structure of the combined fund will more closely resemble that of the
Buying Fund based upon the length of time the expense structure has been in
place and the overall expense ratio. Based on net assets at Oct. 31, 2008, the
net asset level of the Buying Fund is greater than that of the Selling Fund.
Therefore, the net asset level of the combined fund is expected to more closely
resemble that of the Buying Fund. The portfolio composition of the combined fund
is expected to more closely resemble that of the Buying Fund than that of the
Selling Fund. The investment manager therefore believes that the totality of the
factors discussed above, taken together, suggest that the combined fund will
more closely resemble the Buying Fund, and that the Buying Fund is thus the
proper accounting survivor of the proposed reorganization.
PROPOSAL 2: Proposed reorganization of Seligman Emerging Markets Fund (Selling
Fund) into Threadneedle Emerging Markets Fund (Buying Fund)
PROPOSAL 3: Proposed reorganization of Seligman Global Growth Fund (Selling
Fund) into Threadneedle Global Equity Fund (Buying Fund)
PROPOSAL 6: Proposed reorganization of Seligman International Growth Fund
(Selling Fund) into RiverSource Partners International Select Growth
Fund (Buying Fund)
At the time of reorganization, the combined fund will have the same investment
manager and subadviser, and the same investment objective, policies and
restrictions as the Buying Fund. Prior to the reorganization, the
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expense structure of the Selling Fund will be changed to be consistent with the
other funds in the RiverSource family of funds, including the Buying Fund.
However, at the time of reorganization, the expense structure of the combined
fund will more closely resemble that of the Buying Fund based upon the length of
time the expense structure has been in place, the presence of a performance
incentive adjustment to the management fee and the overall expense ratio
(excluding the impact of any performance incentive adjustment to the management
fee for the Buying Fund). Based on net assets at Oct. 31, 2008, the net asset
level of the Buying Fund is greater than that of the Selling Fund. Therefore,
the net asset level of the combined fund is expected to more closely resemble
that of the Buying Fund. The portfolio composition of the combined fund is
expected to more closely resemble that of the Buying Fund than that of the
Selling Fund. The investment manager therefore believes that the totality of the
factors discussed above, taken together, suggest that the combined fund will
more closely resemble the Buying Fund, and that the Buying Fund is thus the
proper accounting survivor of the proposed reorganization.
PROPOSAL 5: Proposed reorganization of Seligman Income and Growth Fund, Inc.
(Selling Fund) into RiverSource Balanced Fund (Buying Fund), and
PROPOSAL 7: Proposed reorganization of Seligman U.S. Government Fund Securities
Fund (Selling Fund) into RiverSource Short Duration U.S. Government
Fund (Buying Fund)
At the time of reorganization, the combined fund will have the same investment
objective, policies and restrictions as the Buying Fund. However, the investment
manager and portfolio manager(s) for the combined fund will be the same as both
the Buying Fund and the Selling Fund. Prior to the reorganization, the expense
structure of the Selling Fund will be changed to be consistent with the other
funds in the RiverSource family of funds, including the Buying Fund. However, at
the time of reorganization, the expense structure of the combined fund will more
closely resemble that of the Buying Fund based upon the length of time the
expense structure has been in place, the presence of a performance incentive
adjustment to the management fee (for the reorganization of Seligman Income and
Growth Fund, Inc. into RiverSource Balanced Fund only) and the overall expense
ratio (excluding the impact of any performance incentive adjustment to the
management fee for RiverSource Balanced Fund). Based on net assets at Oct. 31,
2008, the net asset level of the Buying Fund is greater than that of the Selling
Fund. Therefore, the net asset level of the combined fund is expected to more
closely resemble that of the Buying Fund. The portfolio composition of the
combined fund is expected to more closely resemble that of the Buying Fund than
that of the Selling Fund. The investment manager therefore believes that the
totality of the factors discussed above, taken together, suggest that the
combined fund will more closely resemble the Buying Fund, and that the Buying
Fund is thus the proper accounting survivor of the proposed reorganization.
In connection with the above-referenced Registration Statements, 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 this 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 612-671-4321 or Andrew
Kirn at 612-678-9052
Sincerely,
/s/ Christopher O. Petersen
-------------------------------------
Christopher O. Petersen
Vice President and Group Counsel
Ameriprise Financial, Inc.