Eileen A. Comerford
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19 Registered Investment Companies with approximately $786.7 million in total assets under management.
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0 Pooled Investment Vehicles.
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4 Other Accounts with approximately $29.1 Million in total assets under management.
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Compensation/Material Conflicts of Interest.
Set forth below is an explanation of the structure of, and method(s) used to determine, Portfolio Manager compensation. Also set forth below is an explanation of material conflicts of interest that may arise between a Portfolio Manager’s management of the registrant’s investments and investments in other
accounts.
Compensation:
For the year ended December 31, 2008, as compensation for his responsibilities, Mr. Moles received a base salary and discretionary bonus determined by Seligman, the predecessor investment manager. The discretionary bonus was based on numerous qualitative and quantitative factors relating to Mr. Moles’ responsibilities as portfolio manager and Municipal Team Leader. The factors
include, among other things, an evaluation of the performance of the funds managed by Mr. Moles. Throughout 2008, Seligman (the Funds' predecessor investment manager) periodically reviewed the pre-tax investment performance of the funds managed by Mr. Moles versus their respective index benchmarks (as provided in the Funds' prospectus) and Lipper averages for one-, three- and five-year periods. Seligman also considered Mr. Moles’ leadership role with respect to his investment
team, as well as the competitive environment for Mr. Moles’ services.
For the year ended December 31, 2008, as compensation for her responsibilities, Ms. Comerford received a base salary and discretionary bonus determined by Seligman, the predecessor investment manager. The discretionary bonus was based on numerous qualitative and quantitative factors, including, among other things, an evaluation of Ms. Comerford’s skills as a research analyst (i.e.,
quality of research), her particular contributions to her investment team, her ability to take initiative with respect to new roles/responsibilities, her leadership abilities and potential for growth as a portfolio manager, her ability to assimilate new concepts and ideas, her ability to work within a team structure, as well as the competitive environment for her services.
For 2009, as determined by RiverSource Investments, portfolio manager compensation is typically comprised of (i) a base salary, (ii) an annual cash bonus, a portion of which may be subject to a mandatory deferral program, and may include (iii) an equity incentive award in the form of stock options and/or restricted stock. The annual bonus is paid from a team bonus pool that is based on
the performance of the accounts managed by the portfolio management team, which might include mutual funds, wrap accounts, institutional portfolios and hedge funds. Funding for the bonus pool for fixed income portfolio managers is determined by the aggregate market competitive bonus targets for
the teams of which the portfolio manager is a member and by the short-term (typically one-year) and long-term (typically three-year)
performance of those accounts in relation to applicable benchmarks or the relevant peer group universe.
Senior management of RiverSource Investments has
the discretion to increase or decrease the size of the part of the bonus pool and to determine the exact
amount of each portfolio manager’s bonus paid from this portion of the bonus pool based on his/her
performance as an employee. In addition, where portfolio managers invest in a hedge fund managed by the
investment manager, they receive a cash reimbursement for the investment management fees charged on
their hedge fund investments.
RiverSource Investments portfolio managers are
provided with a benefits package, including life insurance, health insurance, and participation in a
company 401(k) plan, comparable to that received by other RiverSource Investments employees. Certain
investment personnel are also eligible to defer a portion of their compensation. An individual making
this type of election can allocate the deferral to the returns associated with one or more products they
manage or support or to certain other products managed by their investment team. Depending upon their
job level, RiverSource Investments portfolio managers may also be eligible for other benefits or
perquisites that are available to all RiverSource Investments employees at the same job level.
Conflicts of Interest
:
RiverSource Investments portfolio managers may
manage one or more mutual funds as well as other types of accounts, including hedge funds, proprietary
accounts, separate accounts for institutions and individuals, and other pooled investment vehicles.
Portfolio managers make investment decisions for an account or portfolio based on its investment
objectives and policies, and other relevant investment considerations. A portfolio manager may manage
another account whose fees may be materially greater than the management fees paid by the Fund and may
include a performance based fee. Management of multiple funds and accounts may create potential
conflicts of interest relating to the allocation of investment opportunities, competing investment
decisions made for different accounts and the aggregation and allocation of trades. In addition,
RiverSource Investments monitors a variety of areas (e.g., allocation of investment opportunities) and
compliance with the firm’s Code of Ethics, and places additional investment restrictions on portfolio
managers who manage hedge funds and certain other accounts.
RiverSource Investments has a fiduciary
responsibility to all of the clients for which it manages accounts. RiverSource Investments seeks to
provide best execution of all securities transactions and to aggregate securities transactions and then
allocate securities to client accounts in a fair and equitable basis over time. RiverSource Investments
has developed policies and procedures, including brokerage and trade allocation policies and procedures,
designed to mitigate and manage the potential conflicts of interest that may arise from the management
of multiple types of accounts for multiple clients.
In addition to the accounts above, portfolio managers may manage accounts in a personal capacity that
may include holdings that are similar to, or the same as, those of the Fund. The investment manager’s
Code of Ethics is designed to address conflicts and, among other things, imposes restrictions on the
ability of the portfolio managers and other “investment access persons” to invest in securities that may
be recommended or traded in the Fund and other client accounts.
by tracking the target weight for each holding and establishing the required shares to reach those targets.
Securities Ownership
. As of December 31, 2008, Mr. Moles owned between $1 and $10,000 of the shares of the registrant, and Ms. Comerford owned between $10,001 and $50,000 of the shares of the registrant.
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ITEM 9.
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PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
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Period
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Total Number of Shares (or Units) Purchased
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Average Price Paid per Share (or Unit)
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Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1)
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Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
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7-01-08 to
7-31-08
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2,400
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$9.60
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2,400
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N/A
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8-01-08 to
8-31-08
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-
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-
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-
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N/A
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9-01-08 to
9-30-08
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-
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-
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-
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N/A
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10-01-08 to
10-31-08
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-
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-
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-
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N/A
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11-01-08 to
11-30-08
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-
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-
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-
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N/A
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12-01-08 to
12-31-08
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-
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-
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-
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N/A
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(1)
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As announced on February 15, 1990, the Registrant may purchase its shares in the open market equal to the number of shares purchased by participants in the Registrant’s dividend investment plan.
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ITEM 10.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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Effective November 7, 2008, the duties of the Nominating Committee of the Board of Directors of the registrant have been assumed by the Board Governance Committee of the Board. The Board Governance Committee would recommend to the Board the size, structure and composition of the Board and its committees. This committee would also review candidates for Board membership including
candidates recommended by stockholders.
ITEM 11.
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CONTROLS AND PROCEDURES.
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(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 registrant’s principal executive officer and principal financial officer are aware of no changes in the registrant’s 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 registrant’s internal control over financial reporting.
(a)(1)
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Code of Ethics for Principal Executive and Principal Financial Officers.
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(a)(2)
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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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(b)
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Certifications of chief executive officer and chief financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.
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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 SELECT MUNICIPAL FUND, INC.
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President and Chief Executive Officer
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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.
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President and Chief Executive Officer
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Treasurer and Chief Financial Officer
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SELIGMAN SELECT MUNICIPAL FUND, INC.
EXHIBIT INDEX
(a)(1)
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Code of Ethics for Principal Executive and Principal Financial Officers.
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(a)(2)
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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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(b)
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Certification of chief executive officer and chief financial officer as required by Rule 30a-2(b) of the Investment Company Act of 1940.
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EXHIBIT ITEM 12(a)(1)
CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
PURPOSE OF THE CODE; COVERED OFFICERS
This code of ethics (the "Code") for the RiverSource Funds (collectively, the "Funds," and each a "Fund")
1
applies to the Funds' Principal Executive Officer and Principal Financial Officer (the "Covered Officers," each of whom is identified in Exhibit A) for the purpose of promoting, in connection with his or her duties:
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•
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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•
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full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Funds;
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•
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compliance with laws and governmental rules and regulations applicable to the conduct of the Funds' business and their financial reporting;
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•
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the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
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•
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accountability for adherence to the Code.
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Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF INTEREST
A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, the Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Funds.
Certain conflicts of interest arise out of the relationships between Covered Officers and the Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions, such as the purchase or sale of
securities or other property, with the Funds because of their status as "affiliated persons" of the Funds. The compliance programs and procedures of the Funds and of Ameriprise Financial, Inc. and its affiliates ("Ameriprise") are designed to prevent, or identify and correct, violations of
these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Funds and Ameriprise, of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties, whether formally for the Funds or for Ameriprise, or for
both, be involved
_________________________
1
For purposes of this Code, the Seligman Funds (including each of the Seligman branded registered investment companies and the separate series thereof) are considered part of the RiverSource Complex of Funds.
in establishing policies and implementing decisions that will have different effects on Ameriprise and the Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Funds and Ameriprise and is consistent with the performance by the Covered Officers of their duties as officers of the Funds.
Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered
Officer should not be placed improperly before the interest of the Funds.
Each Covered Officer must:
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§
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not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Funds whereby the Covered Officer would benefit personally to the detriment of the Funds;
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§
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not cause the Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Funds; and
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§
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not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.
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DISCLOSURE AND COMPLIANCE
Each Covered Officer
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§
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should familiarize himself or herself with the disclosure requirements generally applicable to the Funds;
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§
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should not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, whether within or outside the Funds, including any member of the Board of Directors or Board of Trustees of any Fund ("Boards"), auditors, governmental regulators, and representatives of self-regulatory organizations;
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§
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should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and Ameriprise with the goal of promoting full, fair, accurate, timely, and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds;
and
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It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules, and regulations.
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REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
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§
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upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Boards that he or she has received, read, and understands the Code;
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§
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annually thereafter affirm to the Boards that he or she has complied with the requirements of the Code;
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§
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not retaliate against any other Covered Officer or any employee of Ameriprise for reports of potential violations that are made in good faith; and
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§
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notify the Funds' General Counsel promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.
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APPLYING THE CODE
The Funds' General Counsel is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. Any approvals or waivers sought by a Covered Officers will be considered by each Board or appropriate committee of the Board.
The Funds' General Counsel
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§
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shall notify the Boards whenever any evidence of a material violation has been reported, it being understood that the Funds' General Counsel may determine whether to provide such notice immediately or at the next meetings of the Boards based on the nature of the violation;
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§
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will take all appropriate action to investigate such reported violations;
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§
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shall make a determination after the investigation, and
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o
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if the Funds' General Counsel believes that no violation has occurred, the Boards will be so notified and no further action is required;
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o
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if the Funds' General Counsel believes a violation has occurred, the matter shall be reported to the Boards or the committees of the Funds affected by the potential violation for further determination;
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o
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if the Boards or the committees determine that a violation has occurred the Boards will consider appropriate action, which may include: a review of applicable policies and procedures; the appropriate modifications to such policies and procedures; the notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss
the Covered Officer;
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§
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will cause to be made such disclosures as are required by SEC rules if any changes to or waivers of this Code is made by the Boards; and
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§
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shall maintain a record of each reported evidence of material violation, the response thereto, and all related correspondence for a period of not less than 10 years.
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OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds or Ameriprise govern or purport to govern the activities of the Covered Officers, they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code. Ameriprise's code of ethics under Rule 17j-1 under the Investment Company Act is a separate requirement applying to the Covered Officers and others, and is not part of this Code.
AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of each Fund's Board, including a majority of its independent directors.Adopted: July 9, 2003; Amended: April 12, 2006; Amended: November 13, 2008
EXHIBIT A
Persons Covered by this Code of Ethics:
Patrick T. Bannigan
President
Jeffrey P. Fox
Treasurer (RiverSource Brand Registered Investment Companies, Including Separate Series Thereof)
Lawrence P. Vogel
Treasurer (Seligman Brand Registered Investment Companies, Including Separate Series Thereof)
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