Seligman Select Municipal Fund, Inc.
100 Park Avenue, New York, New York 10017
New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450
Notice of
Annual Meeting of Stockholders
to be held on July 8, 2008
To the Stockholders:
The 18th Annual Meeting of Stockholders (the Meeting) of Seligman Select Municipal Fund, Inc., a Maryland
corporation (the Corporation), will be held at the offices of Sullivan & Cromwell LLP, 375 Park Avenue, New York, New York 10152, on July 8, 2008, at 10:00 A.M., local time, for the following purposes:
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(1)
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To elect four Directors each to hold office until the 2011 Annual Meeting of Stockholders and until their successors are elected and qualify;
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(2)
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To consider a proposal to ratify the selection of Deloitte & Touche LLP as the Corporations independent registered public accounting firm; and
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(3)
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To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof;
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all as more fully set forth in the Proxy Statement accompanying this Notice. You will need
proof of record ownership of the Corporations stock to enter the Meeting or, if your shares are held in street name, a proxy from the record holder.
The close of business on April 18, 2008 has been fixed as the record date for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment or postponement thereof.
Your vote
is very important. Whether or not you plan to attend the Meeting, and regardless of the number of shares you own, we urge you to vote by promptly signing, dating and returning the enclosed Proxy Card, or by authorizing your proxy by telephone or the
Internet as described in the enclosed Proxy Card. In addition, you may be able to authorize your proxy by telephone through the Corporations proxy solicitor.
If you have any questions or need additional information, please contact Georgeson Inc., the
Corporations proxy solicitors, at 199 Water Street, New York, New York 10038, or by telephone at 1-866-482-5164.
By order of the Board of Directors,
Secretary
Dated: New York, New York, June 3, 2008
YOUR VOTE IS IMPORTANT
NO MATTER HOW
MANY SHARES YOU OWN.
You may authorize
your proxy by telephone, the Internet, or by completing, dating and signing the enclosed Proxy Card,
and returning it
in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the
United
States. In order to avoid the additional expense of further solicitation, we ask your cooperation in authorizing
your
proxy promptly by telephone, the Internet, or by mailing the enclosed Proxy Card promptly.
June 3, 2008
Seligman Select Municipal Fund, Inc.
100 Park Avenue, New York, New York 10017
PROXY STATEMENT
Annual Meeting of Stockholders to be held on July 8, 2008
This Proxy Statement is furnished to you in connection with the solicitation of Proxies by the Board of Directors of Seligman Select Municipal Fund,
Inc., a Maryland corporation (the Corporation), to be used at the 18th Annual Meeting of Stockholders (the Meeting) to be held at the offices of Sullivan & Cromwell LLP, 375 Park Avenue, New York, New York 10152, on July
8, 2008, at 10:00 A.M., local time. It is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy will first be mailed to Stockholders on or about
June 3, 2008.
If you properly authorize your proxy by the Internet or telephonically or by
executing and returning the enclosed Proxy Card, and your proxy is not subsequently revoked, your votes will be cast at the Meeting, and any postponement or adjournment thereof. If you give instructions, your votes will be cast in accordance with
your instructions. If you return your signed Proxy Card without instructions, your votes will be cast (i)
FOR
the election of the four Directors named in Proposal 1 and (ii)
FOR
the ratification of the selection of an
independent registered public accounting firm for the Corporation (Proposal 2). Your votes will be cast in the discretion of the Proxy holders on any other matter that may properly have come before the Meeting and any postponement or
adjournment thereof, including, but not limited to, proposing and/or voting on the adjournment or postponement of the Meeting with respect to one or more proposals in the event that sufficient votes in favor of any Board proposal are not received.
If you execute, date and submit a proxy card, you may revoke that proxy or change it by written notice to the Corporation (Attention: Secretary), by submitting a subsequently executed and dated proxy card, by authorizing your proxy by telephone or
Internet on a later date or by attending the Meeting and casting your vote in person. If you authorize your proxy by telephone or through the Internet, you may revoke it by authorizing a subsequent proxy by telephone or Internet, by completing,
signing and returning a proxy card dated as of a date that is later than your last telephone or Internet proxy authorization or by attending the Meeting and casting your vote in person. Attending the Meeting will not automatically revoke your prior
proxy.
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The close of business on April 18, 2008 has been fixed as the record date for the determination of
Stockholders entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. On that date, the Corporation had outstanding 375 shares of preferred stock, Series A, and 375 shares of preferred stock, Series B
(together, the Preferred Shares), and 13,276,204 shares of common stock, par value $0.01 per share (the Common Shares). Each Preferred Share and each Common Share outstanding on the record date is entitled to one vote. For
all matters to be voted upon, an abstention or broker non-vote will not be considered a vote cast. Abstentions and broker non-votes, if any, will be considered present for the purpose of determining the presence of a quorum. For purposes of the vote
on the election of each nominee for Director, abstentions and broker non-votes, if any, with respect to a Director will have the same effect as a vote against that director. For purposes of the vote on ratification of the selection of an independent
registered public accounting firm, abstentions and broker non-votes, if any, will have no effect on the result of the vote.
The presence in person or by proxy of Stockholders entitled to cast a majority of all the votes entitled to be cast at the Meeting shall constitute a
quorum. In the event that a quorum is not present at the Meeting or, even if a quorum is so present, in the event that sufficient votes in favor of any Board proposal (including the election of each of the Boards nominees for Director) are not
received and tabulated prior to the time the Meeting is called to order, the chairman of the Meeting may adjourn the Meeting with no notice other than an announcement at the Meeting and further solicitation may be made. If a vote to adjourn the
Meeting with respect to one or more of the proposals is called, the votes of Stockholders indicating a vote for, or silent with respect to, a Board proposal in their Proxies will be cast for adjournment or postponement with respect to that proposal
and votes of Stockholders indicating a vote against such a proposal will be cast against adjournment or postponement with respect to that proposal.
The Corporations manager is J. & W. Seligman & Co. Incorporated (the Manager). The Corporations stockholder
service agent is Seligman Data Corp. (SDC). The address of each of these entities is 100 Park Avenue, New York, NY 10017. The Corporation will furnish, without charge, a copy of its most recent annual report and most recent semi-annual
report to any Stockholder upon request to SDC at 1-800-221-2450.
If you have elected to receive one Proxy Statement for all accounts maintained by members of your household, the Corporation will deliver promptly upon written or oral request to SDC at the address or telephone number provided in the
preceding paragraph, a separate copy of the Proxy Statement for a separate account. If you are currently receiving multiple copies of the Proxy
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Statement and wish, in the future, to receive only one copy for all accounts maintained by members of your household, please contact SDC.
A. Election of Directors
(Proposal 1)
The Board of Directors is presently comprised of ten Directors. The Board is divided into three classes, two of which consist of three Directors and one
of which consists of four Directors. Members of each class hold office for a term of three years and until their successors are elected and qualify. The term of one class expires in each year.
At the Meeting this year, four Directors are to be elected. Dr. Maureen
Fonseca, Ms. Betsy S. Michel, Mr. James N. Whitson and Mr. Brian T. Zino, whose current terms will expire at the 2008 Annual Meeting and when their successors are elected and qualify, have been unanimously recommended by the Director Nominating
Committee of the Board of Directors of the Corporation for election to the class whose term will expire in 2011 and when their successors are elected and qualify. Dr. Fonseca and Mr. Zino have been nominated by the Board for election by the holders
of the Common Shares and Preferred Shares, voting together as a single class, and Ms. Michel and Mr. Whitson have been nominated for election by the holders of Preferred Shares, voting as a separate class (Dr. Fonseca and Mr. Zino are each
designated as both a Common and Preferred Director, and Ms. Michel and Mr. Whitson are each designated as a Preferred Director).
It is the intention of the persons named in the accompanying form of Proxy to nominate and to cast your votes (i) on behalf of the holders of Common
Shares and Preferred Shares, for the election of Dr. Fonseca and Mr. Zino and (ii) on behalf of Preferred Shares only, for the election of Ms. Michel and Mr. Whitson. Dr. Fonseca has been Director of the Corporation since July 2007, Ms.
Michel has been Director of the Corporation since 1990, Mr. Whitson has been Director of the Corporation since 1993, and Mr. Zino has been a Director of the Corporation since 1993, President of the Corporation since 1995 and Chief Executive Officer
of the Corporation since 2002. Ms. Michel and Messrs. Whitson and Zino were last elected by Stockholders at the 2005 Annual Meeting. Dr. Fonseca was unanimously elected by the Board of Directors of the Corporation in July 2007.
Each nominee has agreed to serve if elected. There is no reason to believe
that any of the nominees will become unavailable for election as a Director of the Corporation, but if that should occur before the Meeting, votes will be cast for the persons the Director Nominating Committee and the Board of Directors recommend.
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Background information regarding Dr. Fonseca, Ms. Michel and Messrs. Whitson and Zino, as well as the
other Directors of the Corporation, follows.
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Name (Age) and
Position With Corporation*
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Term of
Office if
Elected and
Length
of
Time Served
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Principal Occupation(s) During
Past 5 Years,
Directorships and
Other Information
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Number of
Portfolios in
Fund Complex
to be Overseen
by Nominee
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Independent Director Nominees
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Maureen Fonseca (52)
Director
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2008-2011;
July 2007 to Date
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Head of School, The Masters School (education); Director or Trustee of each of the investment companies of the Seligman Group of Funds; Trustee, New York State Association of Independent
Schools and Greens Farms Academy (education); and Commissioner, Middle States Association (education).
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59
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Betsy S. Michel (66)
Director
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2008-2011;
1990 to Date
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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.
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59
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James N. Whitson (73)
Director
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2008-2011;
1993 to Date
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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 telecommunications equipment). Formerly, Director and Consultant, Sammons Enterprises, Inc. and Director, C-SPAN (cable television networks).
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4
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Name (Age) and
Position With Corporation*
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Term of
Office if
Elected and
Length
of
Time Served
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Principal Occupation(s) During
Past 5 Years,
Directorships and
Other Information
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Number of
Portfolios in
Fund Complex
to be Overseen
by Nominee
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Interested Director Nominee
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Brian T. Zino** (55)
Director, President and Chief Executive Officer
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2008-2011;
Dir.: 1993 to Date
Pres.: 1995 to Date
CEO: 2002 to Date
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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 a member of the Board of Governors of the Investment Company Institute. Formerly, Director and Chairman, ICI Mutual Insurance
Company.
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Other Directors
The other Directors of the Corporation who are not standing for election in
2008 are:
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Name (Age) and
Position With Corporation*
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Term of
Office
and Length
of Time
Served
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Principal Occupation(s) During
Past 5 Years,
Directorships and
Other Information
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Number of
Portfolios in
Fund Complex
to be Overseen
by Director
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Independent Directors
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John R. Galvin (79)
Director
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2006-2009;
1995 to Date
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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 of USLIFE
Corporation (life insurance). From June 1987 to June 1992, Supreme Allied Commander, NATO, and the Commander-in-Chief, United States European Command.
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5
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Name (Age) and
Position With Corporation*
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Term of
Office
and Length
of Time
Served
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Principal Occupation(s) During
Past 5 Years,
Directorships and
Other Information
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Number of
Portfolios in
Fund Complex
to be Overseen
by Director
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John F. Maher (65)
Director
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2007-2010;
December 2006 to Date
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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). Director or Trustee of each of the investment companies of the Seligman Group of Funds. From 1989 to 1999, Director, Baker Hughes (energy products and services).
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Frank A. McPherson (75)
Director
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2007-2010;
1995 to Date
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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.
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Leroy C. Richie (66)
Director
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2007-2010;
2000 to Date
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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); Lead Outside Director, Digital Ally, Inc. (digital imaging) and Infinity, Inc. (oil and gas exploration and production); Director, OGE Energy Corp. (energy and energy services provider offering physical delivery and related
services for both electricity and natural gas); 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.
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6
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Name (Age) and
Position With Corporation*
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Term of
Office
and Length
of Time
Served
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Principal Occupation(s) During
Past 5 Years,
Directorships and
Other Information
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Number of
Portfolios in
Fund Complex
to be Overseen
by Director
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Robert L. Shafer (76)
Director
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2006-2009;
1991 to Date
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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. Formerly, from May 1987 until June 1997, Director, USLIFE Corporation (life insurance) and from December 1973 until January 1996, Vice President, Pfizer Inc. (pharmaceuticals).
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Interested Director
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William C. Morris** (69)
Director and Chairman
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2006-2009;
1989 to Date
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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.
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The Seligman Group of Funds currently consists of twenty-two registered investment companies (comprising 59 separate portfolios and not including two companies currently in
liquidation), including the Corporation.
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*
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The address for each Director or Nominee is 100 Park Avenue, New York, New York 10017.
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**
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Messrs. Morris and Zino are considered interested persons of the Corporation, as defined in the Investment Company Act of 1940, as amended (1940 Act), by
virtue of their positions with the Manager and its affiliates.
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Beneficial Ownership of Shares of the Corporation and Seligman Group of Funds
As of April 30, 2008, each Director (and Nominee) beneficially owned
shares of the Corporation and the investment companies of the Seligman Group of Funds as follows:
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Name of Director/Nominee
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Dollar Range of Common
Shares Owned by Director
or Nominee of the Corporation
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Aggregate Dollar Range of Shares Owned
by
Director or Nominee of All Funds
Overseen or to be Overseen by Director
or Nominee of Seligman Group of Funds
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Independent Directors/Nominees
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Maureen Fonseca
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$1-$10,000
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$1-$10,000
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John R. Galvin
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$1-$10,000
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$50,001-$100,000
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John F. Maher
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$1-$10,000
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Over $100,000
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Frank A. McPherson
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$1-$10,000
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Over $100,000
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Betsy S. Michel
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$1-$10,000
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Over $100,000
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Leroy C. Richie
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$1-$10,000
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Over $100,000
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Robert L. Shafer
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$1-$10,000
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Over $100,000
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James N. Whitson
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$10,001-$50,000
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Over $100,000
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Interested Directors/Nominees
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William C. Morris
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Over $100,000
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Over $100,000
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Brian T. Zino
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$10,001-$50,000
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Over $100,000
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As of April 30,
2008, all Directors and officers of the Corporation as a group, excluding Mr. Morris, owned beneficially less than 1% of the Corporations Common Shares and less than 1% of the Corporations Preferred Shares. See the table below
titled Security Ownership of Certain Beneficial Owners for details regarding Mr. Morris holdings of the Corporations Common Shares.
Security Ownership of Certain Beneficial Owners
The table below sets forth the beneficial ownership, as of April 30, 2008, of each person (including any group as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) known by the Corporation to be the beneficial owner of more than 5% of the outstanding shares of any class of the Corporations stock.
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Name of Beneficial Owner
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Number of Shares
Beneficially Owned
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Percent of Class
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William C. Morris
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704,157.33 Common Shares
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5.29%
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Section 16(a) Beneficial Ownership Reporting Compliance
During the year ended December 31, 2007, no late filings were made by
reporting persons in respect of the Corporation.
Board Committees
The Board of Directors met nine times during the year
ended December 31, 2007. The standing committees of the Board include the Board Operations Committee, Audit Committee, and Director Nominating Committee (the Nominating Committee). These Committees are comprised solely of Directors
who are not interested persons of the Corporation as that term is defined in the 1940 Act. The duties of these Committees are described below.
Board Operations Committee
. This Committee has authority generally to direct the operations of the Board, including the nomination of members of
other Board Committees and the selection of legal counsel for the Corporation. The Committee met six times during the year ended December 31, 2007. Members of the Committee, Messrs. McPherson (Chairman), Maher, Richie, Shafer and Whitson,
General Galvin, and Mses. Fonseca and Michel, are the independent Directors of the Corporation. In his capacity as Chairman of the Board Operations Committee, Mr. McPherson performs duties similar to those of a lead independent
director, as he chairs meetings of the independent Directors, and acts as a point of contact between the independent Directors and the Manager between board meetings in respect of general matters.
Audit Committee
. This Committee recommends an independent registered
public accounting firm for selection as auditors by the Board annually. In addition, this Committee assists the Board in its oversight of the Corporations financial reporting process and operates pursuant to a written charter last amended on
March 17, 2005, a copy of which is available at the website of the distributor of the Seligman mutual funds, www.seligman.com.
*
The Committee met four
times during the year ended December 31, 2007. Members of this Committee are Messrs. Whitson (Chairman), Maher and Richie and General Galvin. The members of this Committee are independent as required by applicable listing standards
of the New York Stock Exchange. The report of the Audit Committee, as approved by the Board on
March 20, 2008, is attached to this Proxy Statement as Appendix 1.
* The website references
in this Proxy Statement are inactive textual references and information contained in or otherwise accessible through these websites does not form a part of this Proxy Statement.
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Director Nominating Committee
. Members of the Nominating Committee are Messrs. Shafer (Chairman)
and McPherson and Ms. Michel. The Nominating Committee met twice during the year ended December 31, 2007. Pursuant to its written charter adopted by the Board of Directors on March 18, 2004, the Nominating Committee identifies,
evaluates, selects and nominates, or recommends for nomination, candidates for the Board. It also may set standards or qualifications for Directors. The Nominating Committee may consider candidates for the Board submitted by current Directors, the
Manager, the Stockholders and other appropriate sources.
The
Nominating Committee will consider candidates submitted by a Stockholder or group of Stockholders who have owned at least $10,000 of the Corporations outstanding Common Shares for at least one year at the time of submission and who timely
provide specified information about the candidates and the nominating Stockholder or group. To be timely for consideration by the Nominating Committee, the submission, including all required information, must be submitted in writing to the attention
of the Secretary at 100 Park Avenue, New York, NY 10017 not less than 120 days before the date of the proxy statement for the previous years annual meeting of Stockholders. The Nominating Committee will consider only one candidate submitted by
such a Stockholder or group for nomination for election at an annual meeting of Stockholders. The Nominating Committee will not consider self-nominated candidates or candidates nominated by members of a candidates family, including such
candidates spouse, children, parents, uncles, aunts, grandparents, nieces and nephews.
The Nominating Committee will consider and evaluate candidates submitted by the nominating Stockholder or group on the basis of the same criteria as those used to consider and evaluate candidates submitted from other
sources. These criteria may include the candidates relevant knowledge, experience and expertise, the candidates ability to carry out his or her duties in the best interests of the Corporation and the candidates ability to qualify
as a disinterested Director. The charter for the Nominating Committee, which provides a detailed description of the criteria used by the Nominating Committee as well as information required to be provided by Stockholders submitting candidates for
consideration by the Nominating Committee, is available at the website for the distributor of the Seligman mutual funds, www.seligman.com.
Procedures for Communications to the Board of Directors
The Board of Directors has adopted a process for Stockholders to send communications to the Board. To communicate with the Board of Directors or an
individual Director, a Stockholder must send written communications to 100 Park Avenue, New York, NY 10017, addressed to the Board of Directors of Seligman Select Municipal Fund, Inc. or the individual Director. All Stockholder
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communications received in accordance with this process will be forwarded to the Board of Directors or the individual Director, as the case may be. Each
member of the Board of Directors is invited to attend the Corporations Annual Meeting of Stockholders. There were two members of the Board of Directors in attendance at the Corporations 2007 Annual Meeting of Stockholders.
Executive Officers of the Corporation
Information with respect to Executive Officers, other than Messrs. Morris
and Zino, is as follows:
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Name (Age) and Position
With the Corporation
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Term of Office and
Length of Time Served*
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Principal Occupation During Past Five Years
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Thomas G.Moles (66)
Executive Vice President and
Co-Portfolio Manager
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EVP: 2002 to Date Portfolio Mgr.: 1990 to 2003
Co-Portfolio Mgr.: 2003 to Date
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Mr. Moles is a Director and Managing Director of the Manager; Vice President and Co-Portfolio Manager, Seligman Municipal Fund Series, Inc., Seligman
Municipal Series Trust, Seligman New Jersey Municipal Fund, Inc., and Seligman Pennsylvania Municipal Fund Series (each an open-end registered investment company); and Director, Seligman Advisors, Inc. and Seligman Services, Inc. (each a limited
purpose broker-dealer). Formerly, President, Seligman Select Municipal Fund, Inc.
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Eileen A. Comerford (49)
Vice President
and
Co-Portfolio Manager
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VP: 1991 to Date
Co-Portfolio Mgr.: 2003 to Date
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Ms. Comerford is a Managing Director of the Manager and Vice President and Co-Portfolio Manager, Seligman Municipal Fund Series, Inc., Seligman
Municipal Series Trust, Seligman New Jersey Municipal Fund, Inc., and Seligman Pennsylvania Municipal Fund Series (each an open-end registered investment company).
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Eleanor T.M. Hoagland (57)
Vice
President and
Chief Compliance Officer
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2004 to Date
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Ms. Hoagland is a Managing Director of the Manager and Vice President and Chief Compliance Officer for each of the investment companies of the Seligman Group of Funds.
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Name (Age) and Position
With the Corporation
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Term of Office and
Length of Time Served*
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Principal Occupation During Past Five Years
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Audrey G. Kuchtyak (48)
Vice
President
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1990 to Date
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Ms. Kuchtyak is a Senior Vice President, Investment Officer of the Manager.
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Lawrence P. Vogel (51)
Vice President
and
Treasurer
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VP: 1992 to Date; Treas: 2000 to Date
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Mr. Vogel is Senior Vice President and Treasurer, Investment Companies, of the Manager, Vice President and Treasurer of each of the investment companies of the Seligman Group of Funds and
Treasurer of SDC.
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Thomas G. Rose (50)
Vice
President
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2000 to Date
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Mr. Rose is Managing Director, Chief Financial Officer, and Treasurer of the Manager, and Senior Vice President, Finance of Seligman Advisors, Inc. and SDC. He is a Vice President of each of the
investment companies of the Seligman Group of Funds, Seligman International, Inc. and Seligman Services, Inc.
|
|
|
|
Frank J. Nasta (43)
Secretary
|
|
1994 to Date
|
|
Mr. Nasta is a Director, Managing Director, General Counsel and Corporate Secretary of the Manager. He is Secretary of each of the investment companies of the Seligman Group of Funds. He is also
Director and Corporate Secretary of Seligman Advisors, Inc. and Seligman Services, Inc., and Corporate Secretary of Seligman International, Inc. and SDC.
|
*
|
|
All officers are elected annually by the Board of Directors and serve until their successors are elected and qualify or their earlier resignation. The address of each of the
foregoing officers is 100 Park Avenue, New York, New York 10017.
|
Remuneration of Directors and Officers
Directors of the Corporation who are not employees of the Manager or its affiliates each receive an annual retainer fee of $60,000, the amount of which is shared by the Corporation and the other investment companies in the Seligman Group of
Funds. For the year ended December 31, 2007, the Corporation paid each Director a portion of an aggregate retainer fee in the amount (for each Director that served for a full year) of $1,435. In addition, such Directors are currently paid a
total of $3,000
12
for each day on which they attend Board and/or Committee meetings ($1,500 for telephonic attendance at certain meetings), the amount of which is shared by
the Corporation and the other investment companies of the Seligman Group of Funds meeting on the same day. The Directors are also reimbursed for the expenses of attending meetings. There were seven Directors who were not employees of the Manager or
its affiliates at the beginning of 2007. Total Directors fees paid by the Corporation to the Directors listed below for the year ended December 31, 2007 were as follows:
|
|
|
|
|
Number of Directors
in Group
|
|
Capacity in which Remuneration was Received
|
|
Aggregate Direct
Remuneration
|
8
|
|
Directors and Members of Committees
|
|
$22,714
|
Directors
attendance, retainer and/or committee fees paid to each Director during 2007 were as follows:
|
|
|
|
|
|
|
|
|
Name
|
|
Aggregate
Compensation
From Corporation
|
|
Pension or Retirement
Benefits Accrued as
Part of Corporation Expenses
|
|
Total Compensation
From Corporation and
Seligman Group of
Funds Complex*
|
Maureen Fonseca**
|
|
|
$1,129
|
|
0
|
|
|
$43,565
|
John R. Galvin
|
|
|
2,949
|
|
0
|
|
|
106,500
|
John F. Maher***
|
|
|
3,058
|
|
0
|
|
|
105,000
|
Frank A. McPherson
|
|
|
3,000
|
|
0
|
|
|
106,500
|
Betsy S. Michel
|
|
|
3,227
|
|
0
|
|
|
112,500
|
Leroy C. Richie
|
|
|
3,175
|
|
0
|
|
|
112,500
|
Robert L. Shafer
|
|
|
3,227
|
|
0
|
|
|
112,500
|
James N. Whitson
|
|
|
2,949
|
|
0
|
|
|
106,500
|
*
|
|
For the year ended December 31, 2007, there were twenty-three registered investment companies in the Seligman Group of Funds, including the Corporation.
|
**
|
|
Dr. Fonseca became a Director on July 19, 2007.
|
***
|
|
Mr. Maher is currently deferring compensation pursuant to the Corporations deferred compensation plan. Mr. Maher has accrued deferred compensation (including earnings/losses)
in respect of the Corporation in the amount of $3,045 as of December 31, 2007.
|
No compensation is paid by the Corporation or funds in the Seligman Group of Funds to Directors or officers of the Corporation or funds in the Seligman Group of Funds, as applicable, who are employees or officers of
the Manager.
The Corporations Bylaws require each
Director to be elected by the affirmative vote of the holders of a majority of the votes entitled to be cast in the election of a Director.
13
Your Board of Directors Unanimously Recommends that the Stockholders Vote
FOR
the Election of
Each of the Nominees to Serve as Director of the Corporation.
B. Ratification of Selection of Independent Registered Public Accounting Firm
(Proposal 2)
The Audit Committee of the Board of Directors has appointed, and the Board of
Directors, including a majority of those members who are not interested persons of the Corporation (as defined in the 1940 Act), has selected Deloitte & Touche LLP as independent registered public accounting firm to serve as
auditors for the Corporation for 2008. The firm of Deloitte & Touche LLP has extensive experience in investment company accounting and auditing.
Neither the Corporations Charter nor the Corporations Bylaws require that the Stockholders ratify the selection of Deloitte & Touche
LLP as the Corporations independent registered public accounting firm. The Board of Directors is submitting this matter to the Stockholders as a matter of good corporate practice. If the Stockholders do not ratify the selection, the Audit
Committee of the Board of Directors will reconsider whether or not to retain Deloitte & Touche LLP, but may retain such independent registered public accounting firm. Even if the selection is ratified, the Audit Committee and the Board of
Directors in their discretion may change the selection at any time during the year if they determine that such change would be in the best interests of the Corporation. It is intended that the persons named in the accompanying form of proxy will
vote for Deloitte & Touche LLP. A representative of Deloitte & Touche LLP will be present at the Meeting and will have the opportunity to make a statement and respond to appropriate questions.
Deloitte & Touche LLP, in accordance with Independence Standards
Board Standard No. 1, has confirmed to the Audit Committee that they are independent accountants with respect to the Corporation. Deloitte & Touche LLP has audited the annual financial statements of the Corporation and provided tax and
other non-audit services to the Corporation. Deloitte & Touche LLP has also rendered non-audit services to the Manager, Seligman Advisors, Inc. (an affiliate of the Manager) and SDC (together, the Affiliated Service Providers).
In making its recommendation, the Audit Committee considered
whether the provision by the independent accountants to the Corporation of non-audit services to the Corporation or of professional services to the Affiliated Service Providers is compatible with maintaining the accountants independence and
has discussed the accountants independence with them.
14
Principal Accountant Fees and Services
Aggregate fees billed to the Corporation for the last two fiscal years for
professional services rendered by Deloitte & Touche LLP were as follows:
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
AUDIT FEES
|
|
$
|
30,283
|
|
$
|
28,790
|
AUDIT-RELATED FEES
|
|
|
7,465
|
|
|
7,105
|
TAX FEES
|
|
|
2,650
|
|
|
2,500
|
ALL OTHER FEES
|
|
|
|
|
|
|
Audit fees include
amounts related to the audit of the Corporations annual financial statements and services normally provided by Deloitte & Touche LLP in connection with statutory and regulatory filings. Audit-related fees include the performance of
certain agreed-upon procedures with respect to the Corporations Preferred Shares. Tax fees include amounts related to tax compliance, tax planning, and tax advice.
Aggregate fees billed by Deloitte & Touche LLP for the last two fiscal years for non-audit services provided to the Affiliated
Service Providers that provide ongoing services to the Corporation, where the engagement related directly to the operations and financial reporting of the Corporation, were as follows:
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
AUDIT-RELATED FEES
|
|
$
|
92,940
|
|
$
|
95,510
|
TAX FEES
|
|
|
9,000
|
|
|
11,955
|
ALL OTHER FEES
|
|
|
|
|
|
|
Audit-related fees
include amounts for attestation services for SDC and testing of SDCs conversion to a new recordkeeping system. Tax fees include amounts related to tax compliance, tax planning, and tax advice for, and an evaluation of, certain tax reporting
procedures of SDC.
The Audit Committee is required to
preapprove audit and non-audit services performed for the Corporation by Deloitte & Touche LLP. The Audit Committee also is required to preapprove certain non-audit services performed for the Affiliated Service Providers that provide
services directly related to the operations and financial reporting of the Corporation. The Audit Committee has delegated preapproval authority to Mr. James N. Whitson, the Audit Committees Chairman. Mr. Whitson will report any
preapproval decisions to the Audit Committee at its next scheduled
15
meeting. Notwithstanding the foregoing, under certain circumstances, preapproval of non-audit services of a de minimis amount is not required.
The aggregate fees billed for the most recent fiscal year and the preceding
fiscal year by Deloitte & Touche LLP for non-audit services rendered to the Corporation and the Affiliated Service Providers that provided ongoing services to the Corporation were $112,055 and $117,070, respectively. All non-audit services
discussed above were preapproved by the Audit Committee, which considered whether these services were compatible with maintaining Deloitte & Touche LLPs independence.
The affirmative vote of a majority of the votes cast at the Meeting is required to ratify the selection of
Deloitte & Touche LLP as independent registered public accounting firm for the Corporation.
Your Board of Directors Unanimously Recommends that the Stockholders Vote
FOR
the Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public
Accounting Firm for the Corporation.
C. Other Matters
The Corporation knows of no other matters which are to
be brought before the Meeting. However, if any other matters come before the Meeting, it is intended that the persons named in the enclosed form of Proxy, or their substitutes, will vote in accordance with their discretion on such matters.
Notice is hereby given that, under the Securities Exchange
Acts stockholder proposal rule (Rule 14a-8), any Stockholder proposal that may properly be included in the Proxy solicitation material for the next Annual Meeting must be received by the Corporation no later than
February 4, 2009.
Timely notice of Stockholder proposals submitted outside of the Rule 14a-8 process must be received by the Corporation no earlier than
January 5, 2008 and no later than 5:00 P.M., Eastern time,
February 4, 2009, to be eligible for
presentation at the 2009 Annual Meeting. The Corporations Bylaws require that certain information must be provided by the Stockholder to the Corporation when notice of a nominee or proposal is submitted to the Corporation.
16
D. Expenses
The Corporation will bear the cost of soliciting Proxies. In addition to the use of the mails, Proxies may be solicited personally or via
facsimile, telephone or the Internet by Directors, officers and employees of the Corporation, the Manager, Seligman Advisors, Inc., Seligman Services, Inc. and SDC, and the Corporation may reimburse persons holding shares in their names or names of
their nominees for their expenses in sending solicitation material to their beneficial owners. The Corporation has engaged Georgeson Inc., 199 Water Street, New York, NY 10038 to assist in soliciting for a fee of up to $
6,500 plus
expenses.
By order of the Board of
Directors,
Secretary
It is important that your shares be voted promptly. All Stockholders, including those who expect to attend the Meeting, are urged to authorize their
proxy as soon as possible by accessing the Internet site listed on the enclosed Proxy Card, by calling the toll-free number listed on the enclosed Proxy Card, or by mailing the enclosed Proxy Card in the enclosed return envelope, which requires no
postage if mailed in the United States. To enter the Meeting you will need to present proof of record ownership of Corporation stock or, if your shares are held in street name, a proxy from the record holder.
17
APPENDIX 1
SELIGMAN SELECT MUNICIPAL FUND, INC.
(the Fund)
AUDIT COMMITTEE REPORT
The Audit Committee
operates pursuant to a written charter that was last amended by the Funds Board of Directors on March 17, 2005. The purposes of the Audit Committee are 1) to assist the Board of Directors in its oversight of (i) the integrity of the
Funds financial statements; (ii) the Funds compliance with legal and regulatory requirements; and (iii) the independent auditors independence, qualifications and performance; and 2) to prepare this report. Management of
the Fund is responsible for the preparation, presentation and integrity of the Funds financial statements, the Funds accounting and financial reporting principles and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing the Funds financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.
In the performance of its oversight function, the Audit
Committee has considered and discussed the audited financial statements with management and the independent auditors of the Fund. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61,
Communication with Audit Committees
, as currently in effect. The Audit Committee has also considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the
Funds independent auditors to the Adviser or Manager and to any entity controlling, controlled by or under common control with the Adviser or Manager that provides ongoing services to the Fund is compatible with maintaining the auditors
independence. Finally, the Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees
, as
currently in effect, and has discussed with the auditors the auditors independence.
The members of the Audit Committee are not full-time employees of the Fund and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its
members to conduct field work or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and
the independent auditors. Accordingly, the Audit Committees considerations and discussions referred to above do not assure
1-i
that the audit of the Funds financial statements has been carried out in accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting principles or that the Funds auditors are in fact independent.
Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee
referred to above, the Audit Committee recommended to the Board of Directors of the Fund that the audited financial statements of the Fund be included in the Funds annual report to Stockholders for the most recent fiscal period.
SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
John R. Galvin
John F. Maher
Leroy C. Richie
James N. Whitson
As approved on March 19, 2008.
1-ii
|
Seligman Select Municipal Fund, Inc.
|
Managed by
J. & W. S
ELIGMAN
& C
O
.
INCORPORATED
INVESTMENT
MANAGERS
AND
ADVISORS
ESTABLISHED
1864
100 Park Avenue, New York, NY 10017
|
SELIGMAN SELECT MUNICIPAL FUND, INC.
Notice of Annual Meeting of Stockholders and Proxy Statement
|
|
|
Time:
|
|
July 8, 2008
|
|
|
10:00 A.M.
|
|
|
Place:
|
|
Offices of
Sullivan & Cromwell LLP
|
|
|
375 Park Avenue
|
|
|
New York, NY 10152
|
Please authorize your
proxy by telephone, by the Internet, or by mailing the enclosed Proxy Card in the enclosed return envelope which requires no postage if mailed in the United States.
YOUR VOTE IS IMPORTANT
Please complete, date, sign and mail your proxy card in the
envelope provided
as soon as possible.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
|
|
|
|
|
PROXY
|
|
Seligman Select Municipal Fund, Inc.
|
|
COMMON
|
|
|
100 Park Avenue, New York,
NY 10017
|
|
STOCK
|
The undersigned stockholder of Seligman Select Municipal Fund, Inc., a Maryland corporation (the
Corporation), hereby revokes any previous proxies, acknowledges receipt of the Notice of Annual Meeting and Proxy Statement for the Annual Meeting of Stockholders (the Meeting) of the Corporation, to be held at
10:00 A.M., local time, on July 8, 2008, at the offices of Sullivan & Cromwell LLP, 375 Park Avenue, New York, New York 10152 and appoints
WILLIAM C. MORRIS, FRANK J. NASTA
and
BRIAN T. ZINO
(or any of them) as proxies for the
undersigned, with full power of substitution in each of them, to attend the Meeting (and any adjournments or postponements thereof) and to cast on behalf of the undersigned all the votes the undersigned is entitled to cast at the Meeting (and any
adjournments or postponements thereof) and otherwise represent the undersigned at the Meeting (and any adjournments or postponements thereof) with all the powers possessed by the undersigned if personally present at the Meeting (and any adjournments
or postponements thereof).
The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no
instruction is given, the votes entitled to be cast by the undersigned will be cast FOR each of the nominees of the Board of Directors (Proposal 1) and FOR the ratification of the selection of Deloitte & Touche LLP as independent registered
public accounting firm for the Corporation (Proposal 2). The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Meeting (and any adjournment or
postponement thereof), including, but not limited to, proposing and/or voting on adjournment or postponement of the Meeting with respect to one or more matters, including, but not limited to, in the event that sufficient votes in favor of any Board
proposal are not received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS. YOUR VOTE IS IMPORTANT.
Complete, sign on reverse side and return this card as soon as possible. Mark each vote with an X in the box.
(Continued and to be signed on the reverse side)
THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES
TO CAST YOUR VOTES
|
|
|
|
|
TELEPHONE
|
|
INTERNET
|
|
MAIL
|
This method is available for residents of the U.S. and Canada. On a touch tone telephone, call
TOLL FREE 1-
800-932-9931
,
24 hours a day, 7 days a week. You will be asked to enter
ONLY
the CONTROL NUMBER shown below. Have your instruction card ready, then follow the prerecorded instructions. Your instructions will be confirmed and votes cast as you direct. This
method is available until 12:00 midnight New York City time on July 7, 2008.
This
method may also be available by telephone through the Corporations proxy solicitor.
|
|
Visit the Internet website at http://proxy.georgeson.com. Enter the COMPANY NUMBER
and
CONTROL NUMBER shown below and follow the instructions on your screen. You will incur only your
usual Internet charges. This method is available until 12:00 midnight New York City time on July 7, 2008.
|
|
Simply complete, sign and date your proxy card and return it in the postage-paid envelope. If you are using telephone or the Internet, please do not mail your proxy card.
|
|
|
|
COMPANY NUMBER
|
|
CONTROL NUMBER
|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote FOR all nominees (Proposal 1) and FOR the ratification of the selection of Deloitte & Touche LLP as independent
registered public accounting firm for the Corporation (Proposal 2), each as more fully described in the accompanying Proxy Statement.
|
|
|
|
|
|
|
Your Board
Recommends
|
|
|
1. To elect two Directors, each to hold office until the 2011 Annual Meeting of Stockholders and
until their successors are elected and qualify.
|
|
FOR
|
|
WITHHOLD
|
|
|
|
|
|
all nominees
|
|
all nominees
|
NOMINEES: Maureen Fonseca and Brian T. Zino
|
|
¨
|
|
¨
|
|
|
|
Instruction: To withhold authority to vote for one or more individual nominees, write the name(s) of such
person(s) below:
|
|
|
|
|
|
|
|
|
|
|
|
Your Board
Recommends
|
|
|
|
|
2. To ratify the selection of Deloitte & Touche LLP as the Corporations independent
registered public accounting firm.
|
|
FOR
¨
|
|
AGAINST
¨
|
|
ABSTAIN
¨
|
3.
|
|
To vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting (and any adjournment or postponement thereof), including proposing
and/or voting on adjournment or postponement of the Meeting with respect to one or more matters (including, but not limited to, in the event that sufficient votes in favor of any Board proposal are not received), in the discretion of the Proxy
holder.
|
PLEASE SIGN AND RETURN IMMEDIATELY
Please sign exactly as your name(s) appear(s) on this Proxy, and date it. When shares are held jointly, each holder should sign. When signing in a representative capacity, please give title.
DATED: , 2008
|
|
|
Signature
|
|
|
Additional Signature (if held jointly)
|
YOUR VOTE IS IMPORTANT
Please complete, date, sign and mail your proxy card in the
envelope provided
as soon as possible.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
|
|
|
|
|
PROXY
|
|
Seligman Select Municipal Fund, Inc.
|
|
PREFERRED
|
|
|
100 Park Avenue, New York,
NY 10017
|
|
SERIES A
|
The undersigned stockholder of Seligman Select Municipal Fund, Inc., a Maryland corporation (the
Corporation) hereby revokes any previous proxies, acknowledges receipt of the Notice of Annual Meeting and Proxy Statement for the Annual Meeting of Stockholders (the Meeting) of the Corporation, to be held at
10:00 A.M., local time, on July 8, 2008, at the offices of Sullivan & Cromwell LLP, 375 Park Avenue, and appoints
WILLIAM C. MORRIS, FRANK J. NASTA
and
BRIAN T. ZINO
(or any of them) as proxies for the undersigned, with full
power of substitution in each of them, to attend the Meeting (and any adjournments or postponements thereof), and to cast on behalf of the undersigned all the votes the undersigned is entitled to cast at the Meeting (and any adjournments or
postponements thereof) and otherwise represent the undersigned at the Meeting (and any adjournments or postponements thereof) with all the powers possessed by the undersigned if personally present at the Meeting (and any adjournments or
postponements thereof).
The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction
is given, the votes entitled to be cast by the undersigned will be cast FOR each of the nominees of the Board of Directors (Proposal 1) and FOR the ratification of the selection of Deloitte & Touche LLP as independent registered public
accounting firm for the Corporation (Proposal 2). The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Meeting (and any adjournment or postponement
thereof), including, but not limited to, proposing and/or voting on adjournment or postponement of the Meeting with respect to one or more matters, including, but not limited to, in the event that sufficient votes in favor of any Board proposal are
not received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS. YOUR VOTE IS IMPORTANT.
Complete, sign on reverse side and return this card as soon as possible. Mark each vote with an X in the box.
(Continued and to be signed on the reverse side)
THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES
TO CAST YOUR VOTES
|
|
|
|
|
TELEPHONE
|
|
INTERNET
|
|
MAIL
|
This method is available for residents of the U.S. and Canada. On a touch tone telephone, call
TOLL FREE 1-800-852-5162
, 24 hours a
day, 7 days a week. You will be asked to enter
ONLY
the CONTROL NUMBER shown below. Have your instruction card ready, then follow the prerecorded instructions. Your instructions will be confirmed and votes cast as you direct. This method is
available until 12:00 midnight New York City time on July 7, 2008.
This
method may also be available by telephone through the Corporations proxy solicitor.
|
|
Visit the Internet website at http://proxy.georgeson.com. Enter the COMPANY NUMBER
and
CONTROL NUMBER shown below and follow the instructions on your screen. You will incur only your
usual Internet charges. This method is available until 12:00 midnight New York City time on July 7, 2008.
|
|
Simply complete, sign and date your proxy card and return it in the postage-paid envelope. If you are using telephone or the Internet, please do not mail your proxy card.
|
|
|
|
COMPANY NUMBER
|
|
CONTROL NUMBER
|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote FOR all nominees (Proposal 1) and FOR the ratification of the selection of Deloitte & Touche LLP as independent
registered public accounting firm for the Corporation (Proposal 2), each as more fully described in the accompanying Proxy Statement.
|
|
|
|
|
|
|
Your Board
Recommends
|
|
|
1. To elect four Directors, each to hold office until the 2011 Annual Meeting of Stockholders and
until their successors are elected and qualify.
|
|
FOR
|
|
WITHHOLD
|
|
|
|
|
|
all nominees
|
|
all nominees
|
NOMINEES: Maureen Fonseca, Betsy S. Michel, James N.
Whitson
and Brian T. Zino
|
|
¨
|
|
¨
|
|
|
|
Instruction: To withhold authority to vote for one or more individual nominees, write the name(s) of such
person(s) below:
|
|
|
|
|
|
|
|
|
|
|
|
Your Board
Recommends
|
|
|
|
|
2. To ratify the selection of Deloitte & Touche LLP as the Corporations independent
registered public accounting firm.
|
|
FOR
¨
|
|
AGAINST
¨
|
|
ABSTAIN
¨
|
3.
|
To vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting (and any adjournment or postponement thereof), including proposing
and/or voting on adjournment or postponement of the Meeting with respect to one or more matters (including, but not limited to, in the event that sufficient votes in favor of any Board proposal are not received), in the discretion of the Proxy
holder.
|
PLEASE SIGN AND RETURN IMMEDIATELY
Please sign exactly as your name(s) appear(s) on this Proxy and date it. When shares are held jointly, each holder should sign. When signing in a representative capacity, please give title.
DATED:
, 2008
|
|
|
Signature
|
|
|
Additional Signature (if held jointly)
|
YOUR VOTE IS IMPORTANT
Please complete, date, sign and mail your proxy card in the
envelope provided
as soon as possible.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
|
|
|
|
|
PROXY
|
|
Seligman Select Municipal Fund, Inc.
|
|
PREFERRED
|
|
|
100 Park Avenue, New York,
NY 10017
|
|
SERIES B
|
The undersigned stockholder of Seligman Select Municipal Fund, Inc., a Maryland corporation (the
Corporation) hereby revokes any previous proxies, acknowledges receipt of the Notice of Annual Meeting and Proxy Statement for the Annual Meeting of Stockholders (the Meeting) of the Corporation, to be held at
10:00 A.M., local time, on July 8, 2008, at the offices of Sullivan & Cromwell LLP, 375 Park Avenue, and appoints
WILLIAM C. MORRIS, FRANK J. NASTA
and
BRIAN T. ZINO
(or any of them) as proxies for the undersigned, with full
power of substitution in each of them, to attend the Meeting (and any adjournments or postponements thereof), and to cast on behalf of the undersigned all the votes the undersigned is entitled to cast at the Meeting (and any adjournments or
postponements thereof) and otherwise represent the undersigned at the Meeting (and any adjournments or postponements thereof) with all the powers possessed by the undersigned if personally present at the Meeting (and any adjournments or
postponements thereof).
The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction
is given, the votes entitled to be cast by the undersigned will be cast FOR each of the nominees of the Board of Directors (Proposal 1) and FOR the ratification of the selection of Deloitte & Touche LLP as independent registered public
accounting firm for the Corporation (Proposal 2). The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Meeting (and any adjournment or postponement
thereof), including, but not limited to, proposing and/or voting on adjournment or postponement of the Meeting with respect to one or more matters, including, but not limited to, in the event that sufficient votes in favor of any Board proposal are
not received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS. YOUR VOTE IS IMPORTANT.
Complete, sign on reverse side and return this card as soon as possible. Mark each vote with an X in the box.
(Continued and to be signed on the reverse side)
THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES
TO CAST YOUR VOTES
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TELEPHONE
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INTERNET
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MAIL
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This method is available for residents of the U.S. and Canada. On a touch tone telephone, call
TOLL FREE 1-800-852-5162
, 24 hours a
day, 7 days a week. You will be asked to enter
ONLY
the CONTROL NUMBER shown below. Have your instruction card ready, then follow the prerecorded instructions. Your instructions will be confirmed and votes cast as you direct. This method is
available until 12:00 midnight New York City time on July 7, 2008.
This
method may also be available by telephone through the Corporations proxy solicitor.
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Visit the Internet website at http://proxy.georgeson.com. Enter the COMPANY NUMBER
and
CONTROL NUMBER shown below and follow the instructions on your screen. You will incur only your
usual Internet charges. This method is available until 12:00 midnight New York City time on July 7, 2008.
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Simply complete, sign and date your proxy card and return it in the postage-paid envelope. If you are using telephone or the Internet, please do not mail your proxy card.
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COMPANY NUMBER
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CONTROL NUMBER
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote FOR all nominees (Proposal 1) and FOR the ratification of the selection of Deloitte & Touche LLP as independent
registered public accounting firm for the Corporation (Proposal 2), each as more fully described in the accompanying Proxy Statement.
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Your Board
Recommends
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1. To elect four Directors, each to hold office until the 2011 Annual Meeting of Stockholders and
until their successors are elected and qualify.
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FOR
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WITHHOLD
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all nominees
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all nominees
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NOMINEES: Maureen Fonseca, Betsy S. Michel, James N.
Whitson
and Brian T. Zino
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¨
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¨
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Instruction: To withhold authority to vote for one or more individual nominees, write the name(s) of such
person(s) below:
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Your Board
Recommends
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2. To ratify the selection of Deloitte & Touche LLP as the Corporations independent
registered public accounting firm.
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FOR
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AGAINST
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ABSTAIN
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3.
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To vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting (and any adjournment or postponement thereof), including proposing
and/or voting on adjournment or postponement of the Meeting with respect to one or more matters (including, but not limited to, in the event that sufficient votes in favor of any Board proposal are not received), in the discretion of the Proxy
holder.
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PLEASE SIGN AND RETURN IMMEDIATELY
Please sign exactly as your name(s) appear(s) on this Proxy and date it. When shares are held jointly, each holder should sign. When signing in a representative capacity, please give title.
DATED:
, 2008
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Signature
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Additional Signature (if held jointly)
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