UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21365
Seligman LaSalle International Real Estate Fund, Inc.
(Exact name of Registrant as specified in charter)
100 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip code)
Lawrence P. Vogel
100 Park Avenue
New York, New York 10017
(Name and address of agent for service)
Registrants telephone number, including area code: |
(212) 850-1864 |
Date of fiscal year end: |
12/31 |
Date of reporting period: |
12/31/07 |
FORM N-CSR
ITEM 1. REPORTS TO STOCKHOLDERS.
To The
Stockholders |
1 | |||||
Interview With
Your Portfolio Managers |
2 | |||||
Performance and
Portfolio Overview |
5 | |||||
Portfolio of
Investments |
9 | |||||
Statement of
Assets and Liabilities |
12 | |||||
Statement of
Operations |
13 | |||||
Statement of
Changes in Net Assets |
14 | |||||
Notes to
Financial Statements |
15 | |||||
Financial
Highlights |
21 | |||||
Report of
Independent Registered Public Accounting Firm |
23 | |||||
Dividend
Investment Plan |
24 | |||||
Required Federal
Income Tax Information |
25 | |||||
Directors and
Officers |
26 | |||||
Additional Fund
Information |
30 |
By order of the Board of Directors, |
|
William C. Morris Chairman |
Brian T. Zino President |
Manager J. & W. Seligman & Co. Incorporated 100 Park Avenue New York, NY 10017 Stockholder Service Agent American Stock Transfer & Trust Company Mail Inquiries to: 59 Maiden Lane New York, NY 10038 Attn.: Herbert J. Lemmer |
Subadvisers LaSalle Investment Management (Securities), L.P. 100 East Pratt Street Baltimore, MD 21202 LaSalle Investment Management Securities B.V. Herengracht 471 1017 BS Amsterdam, The Netherlands |
Independent Registered Public Accounting Firm Deloitte & Touche LLP General Counsel Sullivan & Cromwell LLP Important Telephone Numbers (718) 921-8124 Stockholder Services (800) 937-5449 24-Hour Automated Telephone Access Service |
Q: |
How did Seligman LaSalle International Real Estate Fund perform during the year ended December 31, 2007? | |
A: |
Seligman LaSalle International Real Estate Fund seeks long-term capital appreciation by investing predominantly in the equity securities of international real estate companies. The Fund offered its stock to the public and made its initial investments in late May 2007. From inception on May 30, 2007 through December 31, 2007, the Fund posted a total return, based on net asset value (excluding sales charges), of -19.9%. During the same period, the market for public real estate companies, as measured by the UBS Global Real Estate Investors Index, which measures global real estate stocks, returned -15.9%, the UBS Global Real Estate Investors Index ex. US, which measures international real estate stocks, returned -14.4%, and the FTSE-NAREIT Equity REIT Index, which measures US real estate stocks returned -18.5% (all in US dollars). | |
Q: |
What market conditions and events materially affected the Funds performance during this time period? | |
A: |
After years of superior performance, and strong performance in the first quarter, global real estate stocks trailed broad market indexes in most markets in 2007. This was the first down year in global real estate securities since 1999. Real estate companies in the US and Europe were casualties of the credit crunch and increasing economic uncertainty. Rising credit spreads and reduced availability of debt raised concerns about the sustainability of property values and curtailed acquisitions and privatization activity. | |
Real estate companies in Asia felt little impact from the credit-inspired headlines affecting North America and Europe during the first part of the year, but, as the year progressed, increased concern about the health of the US economy and its impact on real estate fundamentals wore on real estate stocks around the world. Except for Hong Kong, every public real estate market produced a negative total return in the last seven months of 2007, which materially impacted the Funds performance. | ||
Q: |
What investment strategies or techniques materially affected the Funds performance during the period? |
A: |
As stated above, the Fund made its initial investments in late May 2007, a time in which global real estate stocks were appreciating. As a result, the Funds relative performance versus the broad market for global real estate stocks was negatively impacted in its initial days of operation by high cash balances as proceeds from the offering were being invested in stock markets around the world. | |
Since the mandate of the Fund is international, real estate securities investments in the US market are limited to no more than 20% of its managed assets. The US portion of the portfolio employs a dividend-capture strategy, which focuses on higher-yielding REITs and rotates investments in anticipation of dividend payments. This strategy is intended to enhance the dividend yield potential of the overall portfolio. In 2007, the higher-yielding US REITs significantly underperformed the overall market for real estate stocks, and this segment was a negative contributor to the Funds total return. |
A Team Approach | |
Seligman LaSalle International Real Estate Fund, Inc. is managed by George Noon, Stanley Kraska, and Keith Pauley of LaSalle Investment Management (Securities), L.P. and Ernst-Jan deLeeuw of LaSalle Investment Management Securities B.V. They and their investment teams seek to provide long-term capital appreciation and, secondly, current income, by investing in international real estate securities. |
|
Six Months |
|
Since Inception 5/30/07 |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Market Price |
(32.20 | )% | (32.20 | )% | ||||||
Net Asset Value: |
||||||||||
With Sales Charge |
n/a | (23.49 | ) | |||||||
Without Sales Charge |
(12.18 | ) | (19.87 | ) | ||||||
BenchmarksØØ |
||||||||||
FTSE-NAREIT
Equity REIT Index |
(10.42 | ) | (18.54 | )** | ||||||
UBS Global Real
Estate Investors Index |
(10.95 | ) | (15.93 | ) | ||||||
UBS Global Real
Estate Investors Index (excluding US) |
(10.78 | ) | (14.36 | ) |
|
12/31/07 |
|
6/30/07 |
Inception |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Market Price |
$ | 16.15 | $ | 25.00 | $ | 25.00 | | |||||||
Net Asset Value |
18.29 | 21.79 | 23.88 |
|
Payment Date |
|
Per Share Amount |
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|
9/6/07 |
$ | 0.4375 | ||||||||
12/21/07 |
0.4375 |
1 |
The website reference is an inactive textual reference and information contained in or otherwise accessible through the website does not form a part of this report or the Funds prospectus or statement of additional information. | |
* |
Returns for periods of less than one year are not annualized. | |
** |
From 5/31/07. | |
|
Net asset value total return and price at inception are from the opening of business on May 30, 2007. The since-inception returns are calculated with and without the effect of the initial 4.50% maximum sales charge. | |
|
Market price total return and price at inception are based on the initial offering price. | |
Ø |
The sources of distributions for tax reporting purposes, which may include return of capital, may be subject to changes based on tax regulations. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Funds investment performance and should not be confused with yield or income. | |
ØØ |
The FTSE-NAREIT Equity REIT Index measures the performance of all publicly-traded US real estate trusts that are equity REITs, as determined by the National Association of Real Estate Investment Trusts. The UBS Global Real Estate Investors Index measures the performance of real estate securities within the S&P/Citigroup World Property Index that derive 70% or more of income from rent. The UBS Global Real Estate Investors Index (excluding US) measures the performance of real estate securities within the S&P/Citigroup World Property Index that derive 70% or more of income from rent. This benchmark may invest in real estate securities in over 21 countries, excluding the United States. The FTSE-NAREIT Equity REIT Index, the UBS Global Real Estate Investors Index and the UBS Global Real Estate Investors Index (excluding US) are unmanaged benchmarks that assume investment of distributions. The performance of the indices excludes the effect of taxes, fees, and sales charges. Investors cannot invest directly in an index. |
|
Fund |
|
UBS Global Real Estate Investors Index |
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|---|
United States |
17.1 | % | 46.5 | % | |||||||
Continental Europe |
23.9 | 14.8 | |||||||||
Austria |
1.3 | 2.3 | |||||||||
Belgium |
| 0.7 | |||||||||
Finland |
0.6 | 0.4 | |||||||||
France |
10.0 | 5.6 | |||||||||
Germany |
1.7 | 1.3 | |||||||||
Italy |
2.0 | 0.3 | |||||||||
Luxembourg |
1.6 | | |||||||||
Netherlands |
3.0 | 2.3 | |||||||||
Norway |
1.2 | 0.2 | |||||||||
Sweden |
2.5 | 1.1 | |||||||||
Switzerland |
| 0.6 | |||||||||
United Kingdom |
15.2 | 10.0 | |||||||||
Australia |
16.7 | 15.1 | |||||||||
Canada |
3.2 | 2.7 | |||||||||
Japan |
11.2 | 5.8 | |||||||||
Pacific |
11.7 | 5.1 | |||||||||
Hong Kong |
5.1 | 3.2 | |||||||||
New Zealand |
| 0.2 | |||||||||
Singapore |
6.6 | 1.7 | |||||||||
Other Assets Less Liabilities |
1.0 | | |||||||||
Total |
100.0 | % | 100.0 | % |
Security |
|
Value |
|
Percent of Net Assets |
||||||
---|---|---|---|---|---|---|---|---|---|---|
Westfield Group |
$ | 15,998,849 | 9.6 | |||||||
Unibail |
6,700,863 | 4.0 | ||||||||
Land Securities Group |
6,030,240 | 3.6 | ||||||||
British Land |
5,901,926 | 3.6 | ||||||||
Unibail-Rodamco |
5,525,903 | 3.3 | ||||||||
GPT Group |
5,470,504 | 3.3 | ||||||||
Goodman Group |
4,867,062 | 2.9 | ||||||||
Mitsui Fudosan |
4,538,507 | 2.7 | ||||||||
Klepierre |
4,413,121 | 2.7 | ||||||||
Nippon Building Fund |
4,003,917 | 2.4 |
|
Excludes short-term holdings. |
Largest Purchases |
|
|||||
---|---|---|---|---|---|---|
GPT Group* |
||||||
Goodman Group* |
||||||
FelCor Lodging Trust* |
||||||
CapitaMall Trust* |
||||||
Apartment Investment & Management (Class A)* |
||||||
Suntec* |
||||||
CapitaCommercial Trust* |
||||||
iStar Financial* |
||||||
Immofinanz Immobilien Anlagen* |
||||||
Guocoland* |
Largest Sales |
|
|||||
---|---|---|---|---|---|---|
Macquarie CountryWide Trust** |
||||||
Land Securities Group |
||||||
Westfield Group |
||||||
RioCan Real Estate Investment Trust |
||||||
Mirvac Group** |
||||||
The Link Real Estate Investment Trust |
||||||
General Growth Properties** |
||||||
Hospitality Properties Trust** |
||||||
UDR** |
||||||
ING Industrial Fund** |
* |
Position added during the period. | |
** |
Position eliminated during the period. |
Shares | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Common Stocks 99.0% |
||||||||||
Australia 16.7% |
||||||||||
Abacus Property Group (Diversified) |
861,487 | $ | 1,317,777 | |||||||
Goodman Group (Industrial) |
1,130,948 | 4,867,062 | ||||||||
GPT Group (Diversified) |
1,549,551 | 5,470,504 | ||||||||
Westfield Group (Retail) |
873,161 | 15,998,849 | ||||||||
27,654,192 | ||||||||||
Austria 1.3% |
||||||||||
Immofinanz Immobilien Anlagen (Diversified) |
216,666 | 2,183,300 | ||||||||
Canada 3.2% |
||||||||||
Canadian Real Estate Investment Trust (Diversified) |
135,900 | 3,991,834 | ||||||||
Morguard Real Estate Investment Trust (Retail) |
47,700 | 625,883 | ||||||||
RioCan Real Estate Investment Trust (Retail) |
29,600 | 654,412 | ||||||||
5,272,129 | ||||||||||
Finland 0.6% |
||||||||||
Sponda (Office) |
5,392 | 64,073 | ||||||||
Technopolis (Office) |
113,759 | 959,560 | ||||||||
1,023,633 | ||||||||||
France 10.0% |
||||||||||
Klepierre (Retail) |
86,918 | 4,413,121 | ||||||||
Unibail (Diversified) |
30,784 | 6,700,863 | ||||||||
Unibail-Rodamco (Diversified) |
25,472 | 5,525,903 | ||||||||
16,639,887 | ||||||||||
Germany 1.7% |
||||||||||
IVG Immobilien (Diversified) |
83,393 | 2,822,405 | ||||||||
Hong Kong 5.1% |
||||||||||
Country Garden Holdings* (Diversified) |
1,004,589 | 1,159,978 | ||||||||
FE Consort International (Hotels) |
2,161,925 | 1,235,474 | ||||||||
The Hongkong and Shanghai Hotels (Hotels) |
569,784 | 997,699 | ||||||||
Hysan Development (Diversified) |
742,000 | 2,107,112 | ||||||||
The Link Real Estate Investment Trust (Retail) |
1,394,000 | 3,021,023 | ||||||||
8,521,286 | ||||||||||
Italy 2.0% |
||||||||||
Immobiliare Grande Distribuzione (Retail) |
535,013 | 1,580,269 | ||||||||
Risanamento (Diversified) |
326,342 | 1,754,153 | ||||||||
3,334,422 | ||||||||||
Japan 11.2% |
||||||||||
DA Office Investment (Office) |
138 | 886,158 |
Shares | Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Japan (continued) |
||||||||||
Hankyu (Diversified) |
89 | $ | 615,032 | |||||||
Japan Excellent (Office) |
132 | 1,051,303 | ||||||||
Japan Logistics Fund (Industrial) |
203 | 1,470,754 | ||||||||
Kenedix Realty Investment (Diversified) |
352 | 2,321,422 | ||||||||
Mitsui Fudosan (Diversified) |
210,000 | 4,538,507 | ||||||||
Nippon Building Fund (Office) |
286 | 4,003,917 | ||||||||
Nippon Commercial Investment (Office) |
313 | 1,379,880 | ||||||||
Nippon Residential Investment (Residential) |
202 | 908,724 | ||||||||
NTT Urban Development (Office) |
896 | 1,427,163 | ||||||||
18,602,860 | ||||||||||
Luxembourg 1.6% |
||||||||||
Gagfah (Residential) |
53,352 | 923,383 | ||||||||
ProLogis European Properties (Industrial) |
113,181 | 1,641,862 | ||||||||
2,565,245 | ||||||||||
Netherlands 3.0% |
||||||||||
Corio (Retail) |
40,225 | 3,237,794 | ||||||||
Eurocommercial Properties* (Retail) |
33,630 | 1,726,555 | ||||||||
4,964,349 | ||||||||||
Norway 1.2% |
||||||||||
Norwegian Property (Office) |
167,932 | 2,040,065 | ||||||||
Singapore 6.6% |
||||||||||
CapitaCommercial Trust (Office) |
1,224,000 | 2,080,383 | ||||||||
CapitaLand (Residential) |
265,000 | 1,139,394 | ||||||||
CapitaMall Trust (Retail) |
1,259,143 | 2,994,163 | ||||||||
Fortune (Retail) |
301,000 | 199,928 | ||||||||
Guocoland (Residential) |
587,011 | 2,299,553 | ||||||||
Suntec (Retail) |
1,874,000 | 2,224,978 | ||||||||
10,938,399 | ||||||||||
Sweden 2.5% |
||||||||||
Castellum (Diversified) |
182,751 | 1,876,201 | ||||||||
Fabege (Diversified) |
223,609 | 2,265,414 | ||||||||
4,141,615 | ||||||||||
United Kingdom 15.2% |
||||||||||
Big Yellow Group (Industrial) |
127,898 | 1,106,021 | ||||||||
British Land (Diversified) |
316,630 | 5,901,926 | ||||||||
Brixton (Industrial) |
197,920 | 1,151,130 | ||||||||
Capital & Regional (Retail) |
83,900 | 660,194 | ||||||||
CLS Holdings* (Office) |
79,762 | 522,866 |
Shares or Principal Amount |
Value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
United Kingdom (continued) |
||||||||||
Derwent London (Office) |
108,200 | shs. | $ | 3,019,707 | ||||||
Development Securities (Office) |
45,198 | 445,346 | ||||||||
Hammerson (Retail) |
187,800 | 3,820,020 | ||||||||
Land Securities Group (Diversified) |
202,786 | 6,030,240 | ||||||||
Quintain Estates & Development (Diversified) |
101,515 | 1,031,412 | ||||||||
Unite Group (Residential) |
226,517 | 1,585,495 | ||||||||
25,274,357 | ||||||||||
United States 17.1% |
||||||||||
Apartment Investment & Management (Class A) (Residential) |
68,300 | 2,372,059 | ||||||||
Brandywine Realty Trust (Office) |
107,100 | 1,920,303 | ||||||||
Camden Property Trust (Residential) |
21,000 | 1,011,150 | ||||||||
CBL & Associates Properties (Retail) |
85,000 | 2,032,350 | ||||||||
DCT Industrial Trust (Industrial) |
212,162 | 1,975,228 | ||||||||
Equity Residential (Residential) |
74,676 | 2,723,434 | ||||||||
FelCor Lodging Trust (Hotels) |
133,700 | 2,084,383 | ||||||||
Glimcher Realty (Retail) |
96,500 | 1,378,985 | ||||||||
iStar Financial (Mortgage) |
49,500 | 1,289,475 | ||||||||
Kimco Realty (Retail) |
104,800 | 3,814,720 | ||||||||
Liberty Property Trust (Office) |
96,400 | 2,777,284 | ||||||||
Nationwide Health Properties (Diversified) |
43,200 | 1,355,184 | ||||||||
Newcastle Investment (Mortgage) |
50,000 | 648,000 | ||||||||
U-Store-It Trust (Diversified) |
143,100 | 1,310,796 | ||||||||
Ventas (Diversified) |
35,000 | 1,583,750 | ||||||||
28,277,101 | ||||||||||
Total Common Stocks (Cost $192,168,546) |
164,255,245 | |||||||||
Repurchase Agreement 0.5% |
||||||||||
Fixed Income Clearing Corporation 2.85%, dated 12/31/2007, maturing 1/2/2008, in the amount of $940,149, collateralized
by: $970,000 Fannie Mae 5.5%, 7/14/2028 with a fair market value of $972,425 (Cost $940,000) |
$ | 940,000 | 940,000 | |||||||
Total Investments (Cost $193,108,546) 99.5% |
165,195,245 | |||||||||
Other Assets Less Liabilities 0.5% |
748,330 | |||||||||
Net Assets 100.0% |
$ | 165,943,575 |
Assets: |
||||||
Investments, at value: |
||||||
Common stocks (Cost $192,168,546) |
$ | 164,255,245 | ||||
Repurchase agreement (Cost $940,000) |
940,000 | |||||
Total Investments (Cost $193,108,546) |
165,195,245 | |||||
Cash denominated in foreign currencies (Cost $1,796,402) |
1,809,786 | |||||
Cash denominated in US dollars |
1,475,627 | |||||
Receivable for securities sold |
1,945,656 | |||||
Receivable for dividends and interest |
1,069,236 | |||||
Unrealized appreciation on forward currency contracts |
3,632 | |||||
Other |
10,344 | |||||
Total Assets |
171,509,526 | |||||
Liabilities: |
||||||
Payable for securities purchased |
5,310,834 | |||||
Management fee payable |
141,354 | |||||
Unrealized depreciation on forward currency contracts |
5,136 | |||||
Accrued expenses and other |
108,627 | |||||
Total Liabilities |
5,565,951 | |||||
Net Assets |
$ | 165,943,575 | ||||
Composition of Net Assets: |
||||||
Common Stock, at $0.01 par value; (100,000,000 shares authorized; 9,072,611 shares outstanding) |
$ | 90,726 | ||||
Additional paid-in capital |
214,880,996 | |||||
Dividends in excess of net investment income |
(4,368,340 | ) | ||||
Accumulated net realized loss on investments and foreign currency transactions |
(16,752,411 | ) | ||||
Net unrealized depreciation of investments and foreign currency transactions |
(27,907,396 | ) | ||||
Net Assets |
$ | 165,943,575 | ||||
Net Asset Value Per Share |
$ | 18.29 | ||||
Market Price Per Share |
$ | 16.15 |
Investment Income: |
|||||||
Dividends (net of foreign taxes withheld of $441,485) |
$ | 4,224,326 | |||||
Interest |
178,767 | ||||||
Total Investment Income |
4,403,093 | ||||||
Expenses: |
|||||||
Management fee |
1,079,875 | ||||||
Custody and related services |
81,122 | ||||||
Auditing and legal fees |
73,068 | ||||||
Shareholder reports and communications |
32,753 | ||||||
Directors fees and expenses |
11,558 | ||||||
Stockholder account and registrar fees |
8,031 | ||||||
Miscellaneous |
12,603 | ||||||
Total Expenses |
1,299,010 | ||||||
Net Investment Income |
3,104,083 | ||||||
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency
Transactions: |
|||||||
Net realized loss on investments and foreign currency transactions |
(17,389,602 | ) | |||||
Capital gain distributions from investments |
889,185 | ||||||
Net unrealized depreciation of investments and foreign currency transactions |
(27,907,396 | ) | |||||
Net Loss on Investments and Foreign Currency Transactions |
(44,407,813 | ) | |||||
Decrease in Net Assets from Operations |
$ | (41,303,730 | ) |
Operations: |
||||||||||
Net investment income |
$ | 3,104,083 | ||||||||
Net realized loss on investments and foreign currency transactions |
(17,389,602 | ) | ||||||||
Capital gain distributions from investments |
889,185 | |||||||||
Net unrealized depreciation of investments and foreign currency transactions |
(27,907,396 | ) | ||||||||
Decrease in Net Asset from Operations |
(41,303,730 | ) | ||||||||
Distributions to Shareholders: |
||||||||||
Net investment income |
(3,104,083 | ) | ||||||||
Dividends in excess of net investment income |
(4,710,415 | ) | ||||||||
Decrease in Net Assets from Distributions |
(7,814,498 | ) | ||||||||
Capital Share Transactions: |
||||||||||
Net proceeds from issuance of shares** 8,900,000 shares |
212,042,500 | |||||||||
Value of shares issued for distributions 252,551 shares |
4,551,040 | |||||||||
Cost of shares purchased in open market 84,140 shares |
(1,632,012 | ) | ||||||||
Increase in Net Assets from Capital Share Transactions |
214,961,528 | |||||||||
Increase in Net Assets |
165,843,300 | |||||||||
Net Assets: |
||||||||||
Beginning of period |
100,275 | |||||||||
End of Period (net of dividends in excess of net investment income of $4,368,340) |
$ | 165,943,575 |
* |
Commencement of operations. | |
** |
Offering costs of $445,000, incurred in connection with the initial offering, have been charged against the proceeds from issuance of shares. |
1. |
Organization Seligman LaSalle International Real Estate Fund, Inc. (the Fund) is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the 1940 Act), as a closed-end non-diversified management investment company. The Fund was incorporated under the laws of the state of Maryland on March 9, 2007, and commenced operations on May 30, 2007. The Fund had no operations prior to commencement of operations other than those relating to organizational matters and on May 17, 2007, the sale and issuance to J. & W. Seligman & Co. Incorporated (the Manager) of 4,200 shares of Common Stock at a cost of $100,275. |
2. |
Significant Accounting Policies The financial statements have been prepared in conformity with accounting principles generally accepted in the United States (US), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results may differ from these estimates. The following summarizes the significant accounting policies of the Fund: |
a. |
Security Valuation and Risk Net asset value per share is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern Time. Securities traded on an exchange are valued at the last sales price on the primary exchange or market on which they are traded. Securities not listed on an exchange or security market, or securities for which there is no last sales price, are valued at the mean of the most recent bid and asked prices or are valued by the Manager based on quotations provided by primary market makers in such securities. Notwithstanding these valuation methods, the Fund may adjust the value of securities as described below in order to reflect the fair value of such securities. |
b. |
Foreign Securities Investments in foreign securities are subject to certain risks, such as currency fluctuations, foreign taxation, differences in financial reporting practices, and rapid changes in political and economic conditions. Investments in foreign securities will be traded primarily in foreign currencies, and the Fund may temporarily hold funds in foreign currencies. The books and records of the Fund are maintained in US dollars. Foreign currency amounts are translated into US dollars on the following basis: |
(i) |
market value of investment securities, other assets, and liabilities, at the daily rate of exchange as reported by a pricing service; |
(ii) |
purchases and sales of investment securities, income, and expenses, at the rate of exchange prevailing on the respective dates of such transactions. |
c. |
Repurchase Agreements The Fund may enter into repurchase agreements. Generally, securities received as collateral subject to repurchase agreements are deposited with the Funds custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price, plus accrued interest, at all times. On a daily basis, the market value of securities held as collateral for repurchase agreements is monitored to ensure the existence of the proper level of collateral. |
d. |
Forward Currency Contracts The Fund may enter into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, or other amounts receivable or payable in foreign currency. A forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. Certain risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts. The contracts are valued daily at current or forward exchange rates and any unrealized gain or loss is included in net unrealized appreciation or depreciation of investments and foreign currency transactions. The gain or loss, if any, arising from the difference between the settlement value of the forward contract and the closing of such contract, is included in net realized gain or loss on investments and foreign currency transactions. |
e. |
Offering and Organizational Costs The Manager has agreed to pay the Funds offering expenses (other than sales load but inclusive of reimbursement of underwriter expenses of $0.005 per share) that exceed $0.05 per share of Common Stock. The Manager also has borne all organizational costs of the Fund, in the amount of $71,260. The Funds share of offering costs were recorded within paid-in capital as a reduction of the proceeds from the issuance of shares of Common Stock upon the commencement of Fund operations. |
f. |
Security Transactions and Related Investment Income Investment transactions are recorded on trade dates. Identified cost of investments sold is used for both financial statement and federal income tax purposes. Interest income is recorded on an accrual basis. Dividends receivable are recorded on ex-dividend dates, except that certain dividends from foreign securities where the ex-dividend dates may have passed are recorded as soon as the Fund is informed of the dividend. Distributions received from the Funds investments are initially recorded as dividend income as reported by the issuers. Portions of these distributions will be appropriately recharacterized as capital gains or returns of capital based on reporting from the issuers received after the end of the year. The annual financial statements will reflect any such recharacterizations. |
g. |
Distributions to Stockholders Dividends and other distributions to stockholders are recorded on ex-dividend dates. |
h. |
Taxes There is no provision for federal income tax. The Fund intends to elect to be taxed as a regulated investment company and intends to distribute substantially all taxable net income and net gain realized. |
3. |
Dividend Investment Plan The Fund, in connection with its Dividend Investment Plan (the Plan), acquires and issues shares of its own Common Stock, as needed, to satisfy Plan requirements. For the period ended December 31, 2007, 84,140 shares were purchased in the open market at an aggregate cost of $1,632,012, which represented a weighted average discount of 6.99% from the net asset value of those acquired shares. Shares of Common Stock repurchased to satisfy Plan requirements or in the open market are retired and no longer outstanding. A total of 252,551 shares were issued to Plan participants during the period for proceeds of $4,551,040, a weighted average discount of 10.42% from the net asset value of those shares. |
4. |
Management Fee and Other Transactions The Manager manages the affairs of the Fund and provides the necessary personnel and facilities. Compensation of all officers of the Fund, all directors of the Fund who are employees of the Manager, and all personnel of the Fund and the Manager, is paid by the Manager. In respect of the Fund, the Manager receives a fee, calculated daily and payable monthly, equal to 0.98% per annum of the Funds average daily net assets. LaSalle Investment Management (Securities), L.P. and LaSalle Investment Management Securities B.V. (the Subadvisers) subadvise the Fund and are responsible for furnishing investment advice, research, and assistance with respect to the Funds investments. Under the subadvisory agreement, the Manager pays the Subadvisers 0.49% per annum of the Funds average daily net assets. |
5. |
Purchases and Sales of Securities Purchases and sales of portfolio securities, excluding short- term investments, for the period ended December 31, 2007, amounted to $456,302,193 and $246,039,177, respectively. |
6. |
Federal Tax Information Certain components of income, expense and realized capital gain and loss are recognized at different times or have a different character for federal income tax purposes and for financial reporting purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset value per share of the Fund. As a result of the differences described above, the treatment for financial reporting purposes of distributions made during the year from net investment income or net realized gains may differ from their ultimate treatment for federal income tax purposes. Further, the cost of investments also can differ for federal income tax purposes. |
Gross unrealized appreciation of portfolio securities* |
$ | 1,961,492 | ||||
Gross unrealized depreciation of portfolio securities* |
(36,999,264 | ) | ||||
Net unrealized depreciation of portfolio securities* |
(35,037,772 | ) | ||||
Capital loss carryforward |
(6,138,672 | ) | ||||
Timing differences (post-October losses) |
(7,846,867 | ) | ||||
Total accumulated losses |
$ | (49,023,311 | ) |
* |
Includes the effect of foreign currency translations. |
7. |
Outstanding Forward Exchange Currency Contracts At December 31, 2007, the Fund had outstanding forward exchange currency contracts to buy or sell foreign currencies as follows: |
Contract |
|
Australian Dollars |
|
In Exchange for Hong Kong Dollars |
|
US$ Equivalent |
|
Settlement Date |
|
Value US$ |
|
Unrealized Appreciation |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Bought |
798,214 | 5,476,705 | $ | 697,240 | 1/2/08 | $ | 700,872 | $ | 3,632 |
Contract |
|
Hong Kong Dollars |
|
In Exchange for Australian Dollars |
|
US$ Equivalent |
|
Settlement Date |
|
Value US$ |
|
Unrealized Depreciation |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sold |
5,476,705 | 798,214 | $ | 697,240 | 1/2/08 | $ | 702,376 | $ | (5,136 | ) |
8. |
Other Matters In late 2003, the Manager conducted an extensive internal review concerning mutual fund trading practices. The Managers review, which covered the period 2001-2003, noted one arrangement that permitted frequent trading in certain open-end registered investment companies managed by the Manager (the Seligman Funds); this arrangement was in the process of being closed down by the Manager before September 2003. The Manager identified three other arrangements that permitted frequent trading, all of which had been terminated by September 2002. In January 2004, the Manager, on a voluntary basis, publicly disclosed these four arrangements to its clients and to shareholders of the Seligman Funds. The Manager also provided information concerning mutual fund trading practices to the Securities and Exchange Commission (the SEC) and the Office of the Attorney General of the State of New York (NYAG). |
9. |
Recently Issued Accounting Pronouncement In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS No. 157), Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value of assets and liabilities and expands disclosure about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Fund is currently evaluating the impact of the adoption of SFAS No. 157 but believes the impact will be limited to expanded disclosures in the Funds financial statements. |
|
May 30, 2007* to December 31, 2007 |
|||||
---|---|---|---|---|---|---|
Per Share Operating Performance: |
||||||
Net Asset Value, Beginning of Period |
$ | 23.88 | ** | |||
Income (Loss) from Investment Operations: |
||||||
Net investment income |
0.35 | |||||
Net realized and unrealized loss on investments and foreign currency transactions |
(4.95 | ) | ||||
Total from Investment Operations |
(4.60 | ) | ||||
Offering Costs |
(0.05 | ) | ||||
Less Distributions: |
||||||
Distributions from net investment income |
(0.35 | ) | ||||
Distributions in excess of net investment income |
(0.53 | ) | ||||
Total Distributions |
(0.88 | ) | ||||
Issuance of Common Stock in Distributions |
(0.06 | ) | ||||
Net Asset Value, End of Period |
$ | 18.29 | ||||
Market Value, End of Period |
$ | 16.15 | ||||
Total Investment Return: |
||||||
Based on market price |
(32.20 | )%Ø | ||||
Based on net asset value |
(19.87 | ) |
|
May 30, 2007* to December 31, 2007 |
|||||
---|---|---|---|---|---|---|
Ratios/Supplemental Data: |
||||||
Net assets, end of period (000s omitted) |
$ | 165,944 | ||||
Ratio of expenses to average net assets |
1.18% | | ||||
Ratio of net investment income to average net assets |
2.82% | | ||||
Portfolio turnover rate |
133.75% |
* |
Commencement of operations. | |
** |
Net asset value, beginning of period, of $23.875 reflects a deduction of $1.125 per share sales charge from the initial offering price of $25.00 per share. | |
Ø |
Based upon initial offering price of $25.00 per share. | |
|
Annualized. |
(continued on page 25.) |
Name, (Age), Position(s) held with Fundø |
|
Principal Occupation(s) During Past Five Years,
Directorships and Other Information |
||||
---|---|---|---|---|---|---|
Maureen Fonseca (52)3 Director: July 2007 to Date Oversees 59 Portfolios in Fund Complex |
Head of School, The Masters School (educational training); Director or Trustee of each of the investment
companies of the Seligman Group of Funds (with the exception of Seligman New Technologies Fund, Inc. and Seligman New Technologies Fund II,
Inc.); Trustee, New York State Association of Independent Schools and Greens Farms Academy (educational training); and Commissioner, Middle States
Association (educational training). |
|||||
John R. Galvin (78)1,3 Director: May 2007 to Date Oversees 61 Portfolios in Fund Complex |
Dean Emeritus, Fletcher School of Law and Diplomacy at Tufts University; Director or Trustee of each of
the investment companies of the Seligman Group of Funds; and Chairman Emeritus, American Council on Germany. Formerly, Director, Raytheon Co.
(defense and commercial electronics), Governor of the Center for Creative Leadership, and Trustee, Institute for Defense Analyses. From February 1995
until June 1997, Director, USLIFE Corporation (life insurance). From June 1987 to June 1992, Supreme Allied Commander, NATO, and Commander-in-Chief,
United States European Command. |
|||||
John F. Maher (64)1,3 Director: May 2007 to Date Oversees 59 Portfolios in Fund Complex |
Retired President and Chief Executive Officer, and former Director, Great Western Financial Corporation
(bank holding company) and its principal subsidiary, Great Western Bank (a federal savings bank); and Director or Trustee of each of the investment
companies of the Seligman Group of Funds (with the exception of Seligman New Technologies Fund, Inc. and Seligman New Technologies Fund II,
Inc.). From 1989 to 1999, Director, Baker Hughes (energy products and services). |
|||||
Frank A. McPherson (74)2,3 Director: May 2007 to Date Oversees 61 Portfolios in Fund Complex |
Retired Chairman of the Board and Chief Executive Officer of Kerr-McGee Corporation (diversified energy
and chemical company); Director or Trustee of each of the investment companies of the Seligman Group of Funds; and Director, DCP Midstream GP,
LLP (natural gas processing and transporting), Integris Health (owner of various hospitals), Oklahoma Medical Research Foundation, Oklahoma Foundation
for Excellence in Education, National Cowboy and Western Heritage Museum, and Oklahoma City Museum of Art. Formerly, Director, ConocoPhillips
(integrated international oil corporation), Kimberly-Clark Corporation (consumer products), Oklahoma Chapter of the Nature Conservancy, Boys and Girls
Clubs of Oklahoma, Oklahoma City Public Schools Foundation, Oklahoma City Chamber of Commerce and BOK Financial (bank holding company). From 1990 until
1994, Director, the Federal Reserve Systems Kansas City Reserve Bank. |
Name, (Age), Position(s) held with Fundø |
|
Principal Occupation(s) During Past Five Years,
Directorships and Other Information |
||||
---|---|---|---|---|---|---|
Betsy S. Michel (65)2,3 Director: May 2007 to Date Oversees 61 Portfolios in Fund Complex |
Attorney; Director or Trustee of each of the investment companies of the Seligman Group of Funds;
and Trustee, The Geraldine R. Dodge Foundation (charitable foundation), and Drew University (Madison, NJ). Formerly, Chairman of the Board of Trustees
of St. Georges School (Newport, RI); and Trustee, World Learning, Inc. (international educational training), and Council of New Jersey
Grantmakers. |
|||||
Leroy C. Richie (66)1,3 Director: May 2007 to Date Oversees 61 Portfolios in Fund Complex |
Counsel, Lewis & Munday, P.C. (law firm); Director or Trustee of each of the investment companies of
the Seligman Group of Funds; Director, Vibration Control Technologies, LLC (auto vibration technology) and OGE Energy Corp.; Lead Outside
Director, Digital Ally Inc. (digital imaging) and Infinity, Inc. (oil and gas exploration and production); Director and Chairman, Highland Park
Michigan Economic Development Corp.; and Chairman, Detroit Public Schools Foundation. Formerly, Chairman and Chief Executive Officer, Q Standards
Worldwide, Inc. (library of technical standards); Director, Kerr-McGee Corporation (diversified energy and chemical company); Trustee, New York
University Law Center Foundation; and Vice Chairman, Detroit Medical Center and Detroit Economic Growth Corp. From 1990 until 1997, Vice President and
General Counsel, Automotive Legal Affairs, Chrysler Corporation. |
|||||
Robert L. Shafer (75)2,3 Director: May 2007 to Date Oversees 61 Portfolios in Fund Complex |
Ambassador and Permanent Observer of the Sovereign Military Order of Malta to the United Nations; and
Director or Trustee of each of the investment companies of the Seligman Group of Funds. From May 1987 until June 1997, Director, USLIFE
Corporation (life insurance) and from December 1973 until January 1996, Vice President, Pfizer Inc. (pharmaceuticals). |
|||||
James N. Whitson (72)1,3 Director: May 2007 to Date Oversees 61 Portfolios in Fund Complex |
Retired Executive Vice President and Chief Operating Officer, Sammons Enterprises, Inc. (a diversified
holding company); Director or Trustee of each of the investment companies of the Seligman Group of Funds; and Director, CommScope, Inc.
(manufacturer of coaxial cable). Formerly, Director and Consultant, Sammons Enterprises, Inc. and Director, C-SPAN (cable television
networks). |
Name, (Age), Position(s) held with Fundø |
|
Principal Occupation(s) During Past Five Years,
Directorships and Other Information |
||||
---|---|---|---|---|---|---|
William C. Morris (69)* Director and Chairman of the Board: May 2007 to Date Oversees 61 Portfolios in Fund Complex |
Chairman and Director, J. & W. Seligman & Co. Incorporated; Chairman of the Board and Director or
Trustee of each of the investment companies of the Seligman Group of Funds; Chairman and Director, Seligman Advisors, Inc., Seligman Services,
Inc. and Carbo Ceramics Inc. (manufacturer of ceramic proppants for oil and gas industry); Director, Seligman Data Corp.; and President and Chief
Executive Officer of The Metropolitan Opera Association. Formerly, Director, Kerr-McGee Corporation (diversified energy and chemical company) and Chief
Executive Officer of each of the investment companies of the Seligman Group of Funds. |
|||||
Brian T. Zino (55)* Director, President, and Chief Executive Officer: May 2007 to Date Oversees 61 Portfolios in Fund Complex |
Director and President, J. & W. Seligman & Co. Incorporated; President, Chief Executive Officer,
and Director or Trustee of each of the investment companies of the Seligman Group of Funds; Director, Seligman Advisors, Inc. and Seligman
Services, Inc.; Chairman, Seligman Data Corp.; and Member of the Board of Governors of the Investment Company Institute. Formerly, Director, ICI Mutual
Insurance Company. |
|||||
Eleanor T.M. Hoagland (56) Vice President and Chief Compliance Officer: May 2007 to Date |
Managing Director, J. & W. Seligman & Co. Incorporated; Vice President and Chief Compliance
Officer of each of the investment companies of the Seligman Group of Funds. |
|||||
Thomas G. Rose (50) Vice President: May 2007 to Date |
Managing Director, Chief Financial Officer, and Treasurer, J. & W. Seligman & Co. Incorporated;
Senior Vice President, Finance, Seligman Advisors, Inc. and Seligman Data Corp.; Vice President of each of the investment companies of the Seligman
Group of Funds, Seligman Services, Inc. and Seligman International, Inc. |
|||||
Lawrence P. Vogel (51) Vice President and Treasurer: May 2007 to Date |
Senior Vice President and Treasurer, Investment Companies, J. & W. Seligman & Co. Incorporated;
Vice President and Treasurer of each of the investment companies of the Seligman Group of Funds and Treasurer, Seligman Data
Corp. |
|||||
Frank J. Nasta (43) Secretary: May 2007 to Date |
Director, Managing Director, General Counsel and Corporate Secretary, J. & W. Seligman & Co.
Incorporated; Secretary of each of the investment companies of the Seligman Group of Funds; Director and Corporate Secretary, Seligman Advisors,
Inc. and Seligman Services, Inc.; and Corporate Secretary, Seligman International, Inc. and Seligman Data Corp. |
Ø |
The address for each of the directors and officers is 100 Park Avenue, 8th Floor, New York, NY 10017. Each director serves for an indefinite term, until the election and qualification of a successor or until his or her earlier death, resignation, or removal. Each officer is elected annually by the Board of Directors. | |
|
The Seligman Group of Funds consists of 24 registered investment companies. | |
* |
Messrs. Morris and Zino are considered interested persons of the Fund, as defined in the Investment Company Act of 1940, as amended, by virtue of their positions with J. & W. Seligman & Co. Incorporated and its affiliates. | |
Member: |
1 Audit Committee 2 Director Nominating Committee 3 Board Operations Committee |
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 Funds prospectus or statement of additional information. |
ITEM 2. |
CODE OF ETHICS. |
As of December 31, 2007, the registrant has adopted a code of ethics that applies to its principal executive and principal financial officers.
ITEM 3. |
AUDIT COMMITTEE FINANCIAL EXPERT. |
The registrants board of directors has determined that Mr. James N. Whitson, a member of its audit committee, is an audit committee financial expert. Mr. Whitson is independent as such term is defined in Form N-CSR.
ITEM 4. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) (d) Aggregate fees billed to the registrant for the period May 30, 2007 (inception) to December 31, 2007 for professional services rendered by the registrants principal accountant was as follows:
|
2007 |
|
|
Audit Fees |
$30,053 |
|
|
Audit-Related Fees |
|
|
|
Tax Fees |
|
|
|
All Other Fees |
|
|
|
Audit fees include amounts related to the audit of the registrants annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings.
(e) (1) The Audit Committee is required to preapprove audit and non-audit services performed for the registrant by the principal accountant in order to assure that the provision of such services does not impair the principal accountants independence. The Audit Committee also is required to preapprove certain non-audit services performed by the registrants principal accountant for the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and certain of the advisers affiliates that provide services directly related to the operations and financial reporting of the registrant. Unless a type of service to be provided by the principal accountant has received preapproval, it will require specific preapproval by the Audit Committee.
The Audit Committee may delegate preapproval authority to one or more of its members. The member or members to whom such authority is delegated shall report any preapproval decisions to the Audit Committee at its next scheduled meeting.
Notwithstanding the foregoing, under certain circumstances, preapproval of non-audit services of a de minimis amount is not required.
(2) No services included in (b) (d) above were approved pursuant to the waiver provisions of paragraphs (c)(7)(i)(C) or (c)(7)(ii) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) No fees were billed for the most recent fiscal year by the registrants principal accountant for non-audit services rendered to the registrant, its investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.
(h) All non-audit services to be rendered in (g) above will be pre-approved by the registrants audit committee. Accordingly, the audit committee will consider whether these services are compatible with maintaining the principal accountants independence.
ITEM 5. |
AUDIT COMMITTEE OF LISTED REGISTRANTS. |
|
James N. Whitson, Chairman |
John F. Maher |
|
John R. Galvin |
Leroy C. Richie |
ITEM 6. |
SCHEDULE OF INVESTMENTS. |
|
Included in Item 1 above. |
ITEM 7. |
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
J. & W. Seligman & Co. Incorporated (Seligman), as the registrants (the Fund) investment manager, will vote the proxies relating to the Funds portfolio holdings.
Introduction. On behalf of the Fund, one or more independent third parties under the supervision of Seligman votes the proxies of the securities held in the Funds portfolio in accordance with Seligman's criteria of what is in the best interests of the Funds stockholders.
The financial interest of the stockholders of the Fund is the primary consideration in determining how proxies should be voted. Seligman has a responsibility to analyze proxy issues and to ensure that voting is accomplished in a way consistent with those financial interests. In the case of social and political responsibility issues which do not involve financial considerations, it is not possible to fairly represent the diverse views of the Funds stockholders. As a result, Seligmans policy generally is to abstain from voting on these issues. Notwithstanding the above, proposals seeking disclosure of certain matters relating to social and political issues may be supported if such disclosure is not deemed to be unduly burdensome.
The Proxy Voting Process. Proxies for securities held in the portfolios of the Fund will be received, processed and voted by one or more independent third parties under the supervision of Seligman pursuant to the guidelines (the Guidelines) established by Seligmans Proxy Voting Committee (the Committee). A description of the Guidelines can be found below.
The Committee was established to set Seligmans policy and Guidelines, to consider new corporate governance issues as they arise, to assist in determining how Seligman will respond to such issues and to provide oversight of the proxy voting process. The Committee currently consists of Seligmans Chief Investment Officer (Chair), Seligmans Chief Financial Officer and Seligmans General Counsel.
Seligman subscribes to a service offered by an independent third party that provides research on proposals to be acted upon at stockholder meetings and assistance in the tracking, voting and recordkeeping of proxies.
Conflicts of Interests. Seligmans Chief Compliance Officer maintains a Proxy Watch List, which contains the names of those companies that may present the potential for conflict in the voting process with Seligman, Seligman Advisors or any Seligman affiliate. For example, the Proxy Watch List will include those portfolio companies for which Seligman separately manages assets in private accounts or which are significant distributors of Seligmans products and services. As described below, proxy voting for these companies will be subject to a higher level of consideration.
Deviations from Guidelines and Special Situations. Seligman recognizes that it may not always be in the best interest of the stockholders of the Fund to vote in accordance with the Guidelines on a particular issue. In such circumstances, Seligman may deviate from the Guidelines. A member of the Committee must approve any deviation from the Guidelines. Furthermore, a majority of the Committees members must approve any deviation from the Guidelines for issuers included on the Proxy Watch List.
Similarly, one member of the Committee must approve the voting decision for proposals of a unique nature requiring a case-by-case analysis. A majority of the Committee must approve the voting decision for such proposals if the issuer is included on the Proxy Watch List. Seligman may consider the views of the management of a portfolio company, as well as the view of Seligmans investment professionals, when analyzing potential deviations from the Guidelines and for those proposals requiring a case-by-case evaluation.
Guidelines Summary. The Guidelines are briefly described as follows:
|
1. |
Seligman votes with the recommendations of a company's board of directors on general corporate governance issues such as changing the companys name, ratifying the appointment of auditors and procedural matters relating to stockholder meetings. |
|
2. |
Seligman opposes, and supports the elimination of, anti-takeover proposals, including those relating to classified Boards, supermajority votes, poison pills, issuance of blank check preferred and establishment of classes with disparate voting rights. |
|
3. |
Seligman abstains from voting on issues relating to social and/or political responsibility, except for matters relating to disclosure issues if not deemed unduly burdensome for the company (e.g., political contributions). |
|
4. |
Seligman votes for stock option plans, increases in the number of shares under existing stock option plans and other amendments to the terms of such plans; provided, that the overall dilution of all active stock option plans does not exceed 10% on a fully diluted basis and are otherwise considered to align the interest of the company with those of stockholders (e.g., all such plans must specifically prohibit repricing). |
|
5. |
Seligman generally votes with the recommendations of a companys board of directors on other matters relating to executive compensation, unless considered excessive. |
|
6. |
Seligman will withhold voting for the entire board of directors (or individual directors as the case may be) if: (a) less than 75% of the board is independent; (b) the board has a nominating or compensation committee of which less than 75% of its members are independent; (c) the board has recommended stockholders vote for an anti-takeover device which Seligman votes against; or (d) the board has recommended a matter relating to a stock option plan or stock purchase plan which Seligman votes against. |
|
7. |
Seligman will vote for proposals relating to the authorization of additional common stock up to 5 times that currently outstanding. |
|
8. |
Seligman will vote for proposals to effect stock splits. |
|
9. |
Seligman will vote for proposals authorizing stock repurchase programs. |
|
10. |
Seligman will vote against authorization to transact unidentified business at the meeting. |
|
11. |
Acquisitions, mergers, reorganizations, reincorporations and other similar transactions will be voted on a case-by-case basis. |
|
12. |
Proposals to amend a companys charter or by-laws (other than as identified above) will be voted on a case-by-case basis. |
|
13. |
Seligman will vote against all proposals where the company did not provide adequate information to make a decision. |
|
14. |
Seligman abstains from voting shares which have recently been sold or for which information was not received on a timely basis. |
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is 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 SECs website at http://www.sec.gov. Information for each new 12-month period ending June 30 will be available no later than August 31 of that year.
ITEM 8. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
The registrant is subadvised by LaSalle Investment Management (Securities), L.P. (referred to throughout as LaSalle Securities U.S.) and LaSalle Investment Management Securities B.V. (referred to throughout as LaSalle Securities B.V.). The LaSalle Securities U.S. team is headed by Messrs. Stanley J. Kraska, George J. Noon and Keith R. Pauley. Mr. Ernst Jan de Leeuw of LaSalle Securities B.V. is also a portfolio manager of the registrant. For purposes of this discussion and the discussion of Compensation/Material Conflicts of Interest, below, each is referred to as an Investment Team Member, or collectively, the Investment Team.
Unless noted otherwise, all information is provided as of December 31, 2007.
Stanley J. Kraska, Jr. (47) Portfolio Manager: May 2007 to Date
|
Mr. Kraska is a Managing Director of LaSalle Securities U.S. since 1997. Mr. Kraska has over nineteen years of real estate experience. His responsibilities include portfolio management and overseeing special situation investment efforts. He is a member of NAREIT and Urban Land Institute. He received his B.A. in Engineering Sciences from Dartmouth College and his M.B.A. from the Harvard Business School. He joined LaSalle Securities U.S. in 1986. |
George J. Noon (46) Portfolio Manager: May 2007 to Date
|
Mr. Noon is a Managing Director of LaSalle Securities U.S. since 2003.Mr. Noon has over sixteen years of real estate experience. His responsibilities include portfolio management of global real estate securities programs. Mr. Noon is a graduate of the Wharton School of the University of Pennsylvania with a B.S. in Economics and a major in Finance. Mr. Noon is a holder of a Chartered Financial Analyst designation. He is an associate member of NAREIT and a member of the Baltimore Security Analysts Society. He joined LaSalle Securities U.S. in 1990. |
Keith R. Pauley (46) Portfolio Manager: May 2007 to Date
|
Mr. Pauley is a Managing Director of LaSalle Securities U.S. and has been Chief Investment Officer of LaSalle Securities U.S. since 1996. Mr. Pauley has over twenty years of real estate experience. His responsibilities at LaSalle Securities U.S. include portfolio management and oversight of securities research and trading. Mr. Pauley is a holder of the Chartered Financial Analyst designation and a member of the Baltimore Security Analysts Society. He is an associate member of NAREIT and a past member of its Board of Governors and Co-chairman of its research committee. He graduated from the University of Maryland with a B.A. in Economics and an M.B.A. in Finance. He joined LaSalle Securities U.S. in 1985. |
Ernst-Jan de Leeuw (37) Portfolio Manager: May 2007 to Date
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Mr. de Leeuw is a Managing Director of LaSalle Securities B.V. and is responsible for managing separate account portfolios of public European property companies. Prior to joining LaSalle Securities B.V. in 2000, Mr. de Leeuw worked for five years as a portfolio manager at Robeco Group, where he was responsible for real estate securities portfolios, as well as for a number of discretionary equity portfolios for Robeco Institutional Asset Management clients. Mr. de Leeuw is a certified EFFAS Financial Analyst (European Federation of Financial Analysts Societies). He studied at the University of Berlin and graduated with a Doctorandus in Business Economics and Econometrics at the University of Groningen. Mr. de Leeuw is registered with the Dutch Securities Institute. |
The following table sets forth certain additional information with respect to the Investment Team Members. Unless noted otherwise, the information is provided as of December 31, 2007.
Other Accounts Managed by the Investment Team. Set forth below, for each Investment Team Member, is (i) a Table A which identifies, for each Investment Team Member, the number of accounts managed (other than the registrant) and the total assets in such accounts, within each of the following categories: other registered investment companies, other pooled investment vehicles, and other accounts and; (ii) a separate Table B, as applicable, which identifies, for each of the Investment Team Members, only those accounts that have an advisory fee based on the performance of the account. For purposes of the tables below, each series or portfolio of a registered investment company is treated as a separate registered investment company.
Table A Asset-based fees
Investment Team Members |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |
Stanley J. Kraska LaSalle Securities U.S. |
2 Other Registered Investment Companies with $91 million in total assets under management. |
16 Pooled Investment Vehicles with $3.1 billion in total assets under management. |
43 Other Accounts with approximately $5.8 billion in total assets under management. | |
George J. Noon, CFA LaSalle Securities U.S. |
2 Other Registered Investment Companies with $91 million in total assets under management. |
16 Pooled Investment Vehicles with $3.1 billion in total assets under management. |
42 Other Accounts with approximately $5.8 billion in total assets under management. | |
Keith R. Pauley, CFA LaSalle Securities U.S. |
2 Other Registered Investment Companies with $91 million in total assets under management. |
16 Pooled Investment Vehicles with $3.1 billion in total assets under management. |
42 Other Accounts with approximately $5.8 billion in total assets under management. | |
Ernst-Jan de Leeuw LaSalle Securities B.V. |
1 Other Registered Investment Companies with $33 million in total assets under management. |
18 Pooled Investment Vehicles with $3.2 billion in total assets under management. |
25 Other Accounts with approximately $2.6 billion in total assets under management. |
Table B Performance-based fees
Investment Team Members |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
Stanley J. Kraska LaSalle Securities U.S. |
0 Other Registered Investment Companies. |
0 Pooled Investment Vehicles. |
5 Other Accounts with approximately $503 million in total assets under management. |
George J. Noon, CFA LaSalle Securities U.S. |
0 Other Registered Investment Companies. |
0 Pooled Investment Vehicles. |
5 Other Accounts with approximately $503 million in total assets under management. |
Keith R. Pauley, CFA LaSalle Securities U.S. |
0 Other Registered Investment Companies. |
0 Pooled Investment Vehicles. |
5 Other Accounts with approximately $503 million in total assets under management. |
Ernst Jan de Leeuw LaSalle Securities B.V. |
0 Other Registered Investment Companies. |
0 Pooled Investment Vehicles. |
2 Other Accounts with approximately $257 million in total assets under management. |
Compensation/Material Conflicts of Interest. Set forth below is an explanation of the structure of, and method(s) used to determine, Investment Team Member compensation. Also set forth below is an explanation of material conflicts of interest that may arise between the Investment Teams management of the registrants investments and investments in other accounts.
Compensation:
Compensation for Investment Team Members consists of a base salary and incentive compensation that is based primarily upon performance of the particular Investment Team and that of the subadviser with which an Investment Team Member is employed, and meeting financial objectives for the Investment Team. The annual performance of clients portfolios and/or the performance of stock recommendations against a sector index (generally the FTSE NAREIT Equity REITs Index or the Wilshire REIT Index in respect of the Investment Team Members of LaSalle Securities U.S., or the EPRA Euro Zone Index and EPRA Europe Index in respect of the Investment Team Member of LaSalle Securities B.V.) is one factor included in professional employee evaluations, but compensation is not directly linked to these performance criteria.
In addition, equity ownership in Jones Lang LaSalle, the subadvisers publicly-traded parent, is available to and expected of senior professionals. The major components of Jones Lang LaSalles comprehensive equity ownership program are: (1) Stock Ownership Program - credits employees with a portion of their incentive compensation in the form of restricted stock; (2) Employee Stock Purchase Plan at a discount to market value through a payroll deduction plan (available to employees of LaSalle Securities U.S.) and; (3) Stock Award Incentive Plan rewards key employees of the firm with stock awards, in the form of restricted stock units or options, based on the strength of their individual contributions.
To reduce the amount of time the Investment Team Members dedicate to marketing efforts and client services in respect of the registrant, the Investment Team Members have an experienced product manager at Seligman Advisors, Inc. (the distributor of the Seligman mutual Funds) that acts as the primary liaison between Seligman Advisors, Inc.s marketing department and the Investment Team Members.
Conflicts of Interest:
Since the Investment Team manages other accounts in addition to the registrant, conflicts of interest may arise in connection with the Investment Teams management of the registrants investments on the one hand and the investments of such other accounts on the other hand. Conflicts may arise related to: (1) aggregation and allocation of securities transactions (including initial public offerings), (2) the timing of purchases and sales of the same security for different accounts and (3) different advice for different accounts, primarily driven by the accounts investment objectives. LaSalle Securities U.S. and LaSalle Securities B.V. believe that conflicts are largely mitigated by their respective Code of Ethics, which prohibits ownership by the Investment Team Members (except through a mutual fund) of securities of the type the registrant invest in, and various policies and procedures it has adopted, including the master trading schedule it maintains to proportionately allocate purchases and sales to each account by tracking the target weight for each holding and establishing the required shares to reach those targets.
Securities Ownership: As of December 31, 2007, Messrs. Kraska and Pauley each owned between $10,001 and $50,000 of the shares of the registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Period |
Total |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) |
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1) |
7-01-07 to 7-31-07 |
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8-01-07 to 8-31-07 |
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9-01-07 to 9-30-07 |
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10-01-07 to 10-31-07 |
55,040 |
19.46 |
55,040 |
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11-01-07 to 11-30-07 |
29,100 |
19.28 |
29,100 |
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12-01-07 to 12-31-07 |
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(1) |
As stated in the registrants initial registration statement dated May 24, 2007, the registrant may purchase its shares in the open market, when the registrant is trading at a discount to net asset value, in an amount approximately sufficient to offset the growth in the number of shares of its Common Stock attributable to the reinvestment portion of its distributions to stockholders. |
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Board of Directors of the registrant has a adopted a Nominating Committee Charter which provides that the Nominating Committee (the Committee) may consider and evaluate nominee candidates properly submitted by shareholders if a vacancy among the Independent Directors of the registrant occurs and if, based on the Boards then current size, composition and structure, the Committee determines that the vacancy should be filled. The Committee will consider candidates submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. A copy of the qualifications and procedures that must be met or followed by stockholders to properly submit a nominee candidate to the Committee may be obtained by submitting a request in writing to the Secretary of the registrant.
ITEM 11. |
CONTROLS AND PROCEDURES. |
(a) The registrant's principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the registrant in the report it files or submits on Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and that such material information is accumulated and communicated to the registrant's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure.
(b) The registrants principal executive officer and principal financial officer are aware of no changes in the registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
ITEM 12. |
EXHIBITS. |
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(a)(1) |
Code of Ethics for Principal Executive and Principal Financial Officers |
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(a)(2) |
Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940. |
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(a)(3) |
Not applicable. |
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(b) |
Certifications of chief executive officer and chief financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SELIGMAN LASALLE INTERNATIONAL REAL ESTATE FUND, INC.
By: |
/S/ BRIAN T. ZINO |
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Brian T. Zino |
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President and Chief Executive Officer |
Date: |
March 7, 2008 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: |
/S/ BRIAN T. ZINO |
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Brian T. Zino |
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President and Chief Executive Officer |
Date: |
March 7, 2008 |
By: |
/S/ LAWRENCE P. VOGEL |
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Lawrence P. Vogel |
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Vice President, Treasurer and Chief Financial Officer |
Date: |
March 7, 2008 |
SELIGMAN LASALLE INTERNATIONAL REAL ESTATE FUND, INC.
EXHIBIT INDEX
(a)(1) |
Code of Ethics for Principal Executive and Principal Financial Officers. |
(a)(2) |
Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940. |
(b) |
Certification of chief executive officer and chief financial officer as required by |
Rule 30a-2(b) of the Investment Company Act of 1940.