File No. 33-44186
811-6485
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 16 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 18 |X|
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
(Exact name of registrant as specified in charter)
100 PARK AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive office)
Registrant's Telephone Number: 212-850-1864 or Toll Free: 800-221-2450
THOMAS G. ROSE, Treasurer, 100 Park Avenue, New York, New York 10017
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box):
|_| immediately upon filing pursuant to paragraph (b) of rule 485
|_| on (date) pursuant to paragraph (b) of rule 485
|_| 60 days after filing pursuant to paragraph (a)(i) of rule 485
|_| on (date) pursuant to paragraph (a)(i) of rule 485
|X| 75 days after filing pursuant to paragraph (a)(ii) of rule 485
|_| on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2(a)(1) and a Rule 24f-1 Notice for
Registrant's most recent fiscal year was filed with the Commission on December
21, 1994
<PAGE>
File No. 33-44186
811-6485
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
POST-EFFECTIVE AMENDMENT NO. 16
CROSS REFERENCE SHEET
Pursuant to Rule 481 (a)
<TABLE>
<CAPTION>
Form N-1A Part A-Item No. Location in Prospectus
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Summary of Fund Expenses
3. Condensed Financial Information Financial Highlights - Not Applicable
4. General Description of Registrant Cover Page; Organization and Capitalization
5. Management of Fund Management Services
5a. Manager's Discussion of Fund Performance Management Services
6. Capital Stock and Other Securities Organization and Capitalization
7. Purchase of Securities Being Offered Alternative Distribution System; Purchase of Shares; Administration,
Shareholder Services and Distribution Plan
8. Redemption or Repurchase Telephone Transactions; Redemption of Shares; Exchange Privilege
9. Legal Proceedings Not applicable
Part B-Item No. Location in Statement of Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information; Organization and Capitalization (Prospectus); Appendix
B
13. Investment Objectives and Policies Investment Objective, Policies and Risks; Investment Limitations
14. Management of the Registrant Management and Expenses
15. Control Persons and Principal Directors and Officers; General Information
Holders of Securities
16. Investment Advisory and Other Services Management and Expenses; Distribution Services
17. Brokerage Allocation Portfolio Transactions; Administration, Shareholder Services and
Distribution Plan
18. Capital Stock and Other Securities General Information; Organization and Capitalization (Prospectus)
19. Purchase, Redemption and Pricing of Purchase and Redemption of Fund Shares; Valuation
Securities Being Offered
20. Tax Status Taxes
21. Underwriters Distribution Services
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
PROSPECTUS
Seligman Henderson Global New Opportunities Fund
a series of
Seligman Henderson Global Fund Series, Inc.
100 Park Avenue o New York, NY 10017 o New York Telephone: (212) 850-1864
Toll-Free Telephone: (800) 221-2450 -- all continental United States
For Retirement Plan Information -- Toll-Free Telephone: (800) 445-1777
October __, 1995
Seligman Henderson Global New Opportunities Fund (the "Fund") is a series
of Seligman Henderson Global Fund Series, Inc. (the "Corporation"), an open-end
diversified management investment company. The Fund seeks to achieve its
objective of capital appreciation by investing primarily in equity securities of
companies that have the potential to benefit from global economic or social
trends. The Fund's subadviser believes that such trends are reshaping the world
as it moves towards the new millennium. There can be no assurance that the
Fund's investment objective will be achieved. For a description of the Fund's
investment objective and policies, and the risk factors associated with an
investment in the Fund, see "Investment Objective And Policies."
The Fund is managed by J. & W. Seligman & Co. Incorporated (the "Manager").
Seligman Henderson Co. (the "Subadviser") supervises and directs the Fund's
investments.
The Fund offers two classes of shares. Class A shares are sold subject to
an initial sales load of up to 4.75% and an annual service fee currently charged
at a rate of up to .25 of 1% of the average daily net asset value of the Class A
shares. Class D shares are sold without an initial sales load but are subject to
a contingent deferred sales load ("CDSL") of 1% imposed on certain redemptions
within one year of purchase, an annual distribution fee of up to .75 of 1% and
an annual service fee of up to .25 of 1% of the average daily net asset value of
the Class D shares. See "Alternative Distribution System." Shares of the Fund
may be purchased through any authorized investment dealer.
This Prospectus sets forth concisely the information a prospective investor
should know about the Fund before investing. Please read it carefully before you
invest and keep it for future reference. Additional information about the Fund,
including a Statement of Additional Information, has been filed with the
Securities and Exchange Commission. The Statement of Additional Information is
available upon request without charge by calling or writing the Fund at the
telephone numbers or the address set forth above. The Statement of Additional
Information is dated the same date as this Prospectus and is incorporated herein
by reference in its entirety.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
Summary Of Fund Expenses.............................. 2
Alternative Distribution System....................... 3
Investment Objective And Policies..................... 4
Management Services................................... 8
Purchase Of Shares.................................... 9
Telephone Transactions................................ 13
Redemption Of Shares.................................. 14
Page
Administration, Shareholder Services
And Distribution Plan................................ 16
Exchange Privilege.................................... 16
Further Information About Transactions In The Fund.... 18
Dividends And Distributions........................... 18
Federal Income Taxes.................................. 19
Shareholder Information............................... 20
Advertising The Fund's Performance.................... 22
Organization And Capitalization....................... 22
<PAGE>
SUMMARY OF FUND EXPENSES
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Class A Class D
-------------- ---------------
(Initial Sales (Deferred Sales
Load Alternative) Load Alternative)
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Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ........................................ 4.75% None
Sales Load on Reinvested Dividends............................................ None None
Deferred Sales Load (as a percentage of original 1% during the
purchase price or redemption proceeds, first year;
whichever is lower)......................................................... None None thereafter
Redemption Fees............................................................... None None
Exchange Fees................................................................. None None
Annual Fund Operating Expenses* Class A Class D
------- -------
(as a percentage of average net assets)
Management Fees............................................................... 1.00% 1.00%
12b-1 Fees ................................................................... .25% 1.00%**
Other Expenses (After expense reimbursement).................................. .75% .75%
--- ---
Total Fund Operating Expenses................................................. 2.00% 2.75%
==== ====
</TABLE>
The purpose of this table is to assist investors in understanding the
various costs and expenses which shareholders of the Fund bear directly or
indirectly. The sales load on Class A shares is a one-time charge paid at the
time of purchase of shares. Reductions in sales loads are available in certain
circumstances. The CDSL on Class D shares is a one-time charge paid only if
shares are redeemed within one year of purchase. The expense table and example
below reflect a voluntary undertaking by the Manager and the Subadviser to waive
or reimburse a portion of "Other Expenses" such that total operating expenses
for the current fiscal year will not exceed annualized rates of 2.00% and 2.75%
of the average net assets of the Class A and Class D shares, respectively. In
the absence of these undertakings, it is estimated that "Total Fund Operating
Expenses" would equal approximately 4.00% and 4.75%, respectively. There is no
guarantee that these undertakings will continue past the end of the current
fiscal year. For more information concerning reductions in sales loads and for a
more complete description of the various costs and expenses, including
management fees, see "Purchase Of Shares," "Redemption Of Shares" and
"Management Services" herein. The Fund's Administration, Shareholder Services
and Distribution Plan for Class A and Class D shares to which the caption "12b-1
Fees" relates is discussed under "Administration, Shareholder Services and
Distribution Plan" herein.
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Example 1 year 3 years
------ -------
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment, assuming (i) a 5% annual return and
(ii) redemption at the end of the period shown...................Class A $67 $107
Class D $38+ $ 85
</TABLE>
The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown and the 5%
annual return used in this example is a hypothetical rate.
*Estimated.
**Includes an annual distribution fee of .75 of 1% and an annual service fee
of .25 of 1%. Pursuant to rules of the National Association of Securities
Dealers, Inc., the aggregate deferred sales loads and asset-based sales
loads on Class D shares of the Fund may not exceed 6.25% of total gross
sales, subject to certain exclusions. The 6.25% limitation is imposed on the
Fund rather than on a per shareholder basis. Therefore, a long-term Class D
shareholder of the Fund may pay more in total sales loads (including
distribution fees) than the economic equivalent of 6.25% of such
shareholder's investment in such shares.
+Assuming (i) a 5% annual return and (ii) no redemption at the end of one
year, the expenses on a $1,000 investment would be $28.
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ALTERNATIVE DISTRIBUTION SYSTEM
The Fund offers two classes of shares. Class A shares are sold to investors
who have concluded that they would prefer to pay an initial sales load and have
the benefit of lower continuing charges. Class D shares are sold to investors
choosing to pay no initial sales load, a higher distribution fee and, with
respect to redemptions within one year of purchase, a CDSL. The Alternative
Distribution System allows investors to choose the method of purchasing shares
that is most beneficial in light of the amount of the purchase, the length of
time the shares are expected to be held and other relevant circumstances.
Investors should determine whether under their particular circumstances it is
more advantageous to incur an initial sales load and be subject to lower ongoing
charges, as discussed below, or to have the entire initial purchase price
invested in the Fund with the investment thereafter being subject to higher
ongoing charges and, for a one year period, a CDSL.
Investors who qualify for reduced sales loads, as described under "Purchase
of Shares" below, might choose to purchase Class A shares because Class A shares
would be subject to lower ongoing fees. The amount invested in the Fund,
however, is reduced by the initial sales loads deducted at the time of purchase.
Investors who do not qualify for reduced initial sales loads but expect to
maintain their investment for an extended period of time might also choose to
purchase Class A shares because over time the accumulated continuing
distribution fee of Class D shares may exceed the initial sales load and lower
distribution fee of Class A shares. This consideration must be weighed against
the fact that the amount invested in the Fund will be reduced by initial sales
loads deducted at the time of purchase and that the distribution fees will be
offset to the extent any return is realized on the additional funds initially
invested under the Class D alternative.
Alternatively, some investors might choose to have all of their funds
invested initially in Class D shares, although remaining subject to a higher
continuing distribution fee and, for a one-year period, a CDSL as described
below. For example, an investor who does not qualify for reduced sales loads
would have to hold Class A shares for more than 6.33 years for the Class D
distribution fee to exceed the initial sales load plus the distribution fee on
Class A shares. This example does not take into account the time value of money,
which further reduces the impact of the Class D shares' 1% distribution fee,
fluctuations in net asset value or the effect of the return on the investment
over this period of time.
The two classes of shares represent interests in the same portfolio of
investments, have the same rights and are generally identical in all respects
except that each class bears its separate distribution and certain extraordinary
class expenses and has exclusive voting rights with respect to any matter to
which a separate vote of any class is required by the Investment Company Act of
1940, as amended (the "1940 Act"), or Maryland law. The net income attributable
to each class and dividends payable on the shares of each class will be reduced
by the amount of distribution expenses to be paid by each class. Class D shares
bear higher distribution expenses, which will cause the Class D shares to pay
lower dividends than the Class A shares. The two classes also have separate
exchange privileges.
Directors of the Fund believe that no conflict of interest currently exists
between the Class A and Class D shares. On an ongoing basis, the Directors, in
the exercise of their fiduciary duties pursuant to the 1940 Act and Maryland
law, will seek to ensure that no such conflict arises. For this purpose, the
Directors will monitor the Fund for the existence of any material conflict among
the classes and will take such action as is reasonably necessary to eliminate
any such conflicts that may develop.
Differences Between Classes. The primary distinctions between Class A and
Class D shares are their sales load structures and ongoing expenses as set forth
below. Each class has advantages and disadvantages for different investors, and
investors should choose the class that best suits their circumstances and their
objectives.
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<PAGE>
Annual 12b-1 Fees
(as a % of average
Sales Load daily net assets) Other Information
--------- ------------------ -----------------
Class A Maximum initial Service fee of Initial sales load
sales load of 4.75% .25%. waived or reduced
of the public for certain
offering price. purchases.
Class D None Service fee of CDSL of 1% on
.25%; Distribution redemptions within
fee of .75%. one year of
purchase.
INVESTMENT OBJECTIVE AND POLICIES
The Fund is a series of Seligman Henderson Global Fund Series, Inc., an
open-end investment company incorporated under the laws of the state of Maryland
on November 22, 1991.
The investment objective of the Fund is capital appreciation. The Fund seeks
to achieve its objective by investing primarily in equity securities of
companies that have the potential to benefit from global economic or social
trends. The Subadviser believes that such trends are reshaping the world as it
moves towards the new millennium. The trends that will be initially focused on
will include global economic liberalization and the flow of capital through
trade and investment; the globalization of the world's economy; the expansion of
technology as an increasingly important influence on society; the increased
awareness of the importance of protecting the environment; and the increase in
life expectancy leading to changes in consumer demographics and a greater need
for healthcare, security and leisure. There can be no assurance that the Fund's
investment objective will be achieved.
The Fund may invest in securities of issuers domiciled in any country. Under
normal conditions investments will be made in four principal regions: The United
Kingdom/Continental Europe, North America, the Pacific Basin and Latin America.
Continental European countries include Austria, Belgium, Denmark, Finland,
France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway,
Portugal, Spain, Sweden and Switzerland. Pacific Basin countries include
Australia, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zealand, The
People's Republic of China, The Philippines, Singapore, Taiwan and Thailand.
Latin American countries include Argentina, Brazil, Chile, Mexico and Venezuela.
Under normal market conditions, the Fund's assets will be invested in securities
of issuers located in at least three different countries, one of which will be
the United States ("U.S.").
The Subadviser will select securities for inclusion in the Fund's portfolio
based on, among other factors, evaluation of a company's growth prospects,
quality of management, liquidity and the relative valuation of the securities in
the markets that the Subadviser has selected for investment.
The Fund may invest in all types of securities, many of which will be
denominated in currencies other than the U.S. dollar. The Fund will normally
invest its assets in equity securities, including common stock, securities
convertible into common stocks, depository receipts for these securities, and
warrants or rights to subscribe for or purchase such securities. The Fund may,
however, invest up to 25% of its assets in preferred stock and debt securities.
Dividend or interest income are considered only when the Subadviser believes
that such income will favorably influence the market value of a security in
light of the Fund's objective of capital appreciation. Equity securities in
which the Fund will invest may be listed on a U.S. or foreign stock exchange or
traded in U.S. or foreign over-the-counter markets. Securities may be included
in the Fund's portfolio without regard to the minimum capitalization of the
issuer.
Debt securities in which the Fund may invest are not required to be rated by
a recognized rating agency. As a matter of policy, the Fund will invest only in
"investment grade" debt securities or, in the case of unrated securities, debt
securities that are, in the opinion of the Subadviser, of equivalent quality to
"investment grade" securities. "Investment grade" debt securities are rated
within the four highest quality grades as determined by Moody's Investors
Service, Inc. ("Moodys") or Standard & Poor's Corporation ("Standard & Poor's").
Securities rated within the highest of the four investment grade categories
(i.e., Aaa by Moody's and AAA by Standard & Poor's) are judged to be of the best
quality and carry the smallest degree or risk. Securities rated within the
lowest of the four categories (i.e., Baa by Moody's and BBB by Standard &
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<PAGE>
Poor's) lack high quality investment characteristics and may also have
speculative characteristics. (Appendix A to the Statement of Additional
Information contains a description of these securities ratings.) Debt securities
are interest-rate sensitive; accordingly, their value tends to decrease when
interest rates rise and increase when interest rates fall.
The Fund may invest in securities represented by American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts
("GDRs"). ADRs are receipts generally issued by a domestic bank or trust company
that represent the deposit of a security of a foreign issuer. ADRs may be
publicly traded on exchanges or over-the-counter in the United States and are
quoted and settled in dollars at a price that generally reflects the dollar
equivalent of the home country share price. EDRs and GDRs are typically issued
by foreign banks or trust companies and traded in Europe. Depositary Receipts
may be issued as sponsored or unsponsored programs. In sponsored programs, the
issuer has made arrangements to have its securities traded in the form of a
Depositary Receipt. In unsponsored programs, the issuer may not be directly
involved in the creation of the program. Although regulatory requirements with
respect to sponsored and unsponsored programs are generally similar, the issuers
of unsponsored Depositary Receipts are not obligated to disclose material
information in the United States and, therefore, the import of such information
may not be reflected in the market value of such securities. For purposes of the
Fund's investment policies, an investment in Depositary Receipts will be deemed
to be an investment in the underlying security.
By investing in foreign securities, the Fund will attempt to take advantage
of differences among economic trends and the performance of securities markets
in various countries. To date, the market values of securities of issuers
located in different countries have moved relatively independently of each
other. During certain periods, the return on equity investments in some
countries has exceeded the return on similar investments in the United States.
The Subadviser believes that, in comparison with investment companies investing
solely in domestic securities, it may be possible to obtain significant
appreciation from a portfolio of foreign investments and securities from various
markets that offer different investment opportunities and are affected by
different economic trends. Global diversification reduces the effect that events
in any one country will have on the Fund's entire investment portfolio. Of
course, a decline in the value of the Fund's investments in one country may
offset potential gains from investments in another country.
Risk Factors. Investments in securities of foreign issuers may involve risks
that are not associated with domestic investments, and there can be no assurance
that the Fund's foreign investments will present less risk than a portfolio of
domestic securities. Foreign issuers may lack uniform accounting, auditing and
financial reporting standards, practices and requirements, and there is
generally less publicly available information about foreign issuers than there
is about U.S. issuers. Governmental regulation and supervision of foreign stock
exchanges, brokers and listed companies may be less pervasive than is customary
in the United States. Prices of securities traded in the securities markets of
some countries may tend to be volatile. Foreign securities settlements may in
some instances be subject to delays and related administrative uncertainties
which could result in temporary periods when assets of the Fund are uninvested
and no return is earned thereon and may involve a risk of loss to the Fund.
Foreign securities markets may have substantially less volume, and far fewer
traded issues, than U.S. markets. Fixed brokerage commissions and transaction
costs on foreign securities exchanges are generally higher than in the U.S.
Income from foreign securities may be reduced by a withholding tax at the source
or other foreign taxes. In some countries, there may also be the possibility of
nationalization, expropriation or confiscatory taxation (in which the Fund could
lose its entire investment in a certain market), limitations on the removal of
moneys or other assets of the Fund, high rates of inflation, political or social
instability or revolution, or diplomatic developments that could affect
investments in those countries. In addition, it may be difficult to obtain and
enforce a judgement in a court outside the U.S.
Some of the risks described in the preceding paragraph may be more severe for
investments in emerging or developing countries. The economies of individual
5
<PAGE>
emerging countries may differ favorably or unfavorably from the U.S. economy in
such respects as growth of gross domestic product, rates of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency and balance of
payment position and may be based on a substantially less diversified industrial
base. Further, the economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have been, and may continue
to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures imposed
or negotiated by the countries with which they trade. These economies also have
been, and may continue to be, adversely affected by economic conditions in the
countries with which they trade.
Investments in foreign securities will usually be denominated in foreign
currencies, and the Fund may temporarily hold foreign currencies. The value of
Fund investments denominated in foreign currencies may be affected, favorably or
unfavorably, by the relative strength of the U.S. dollar, changes in foreign
currency and U.S. dollar exchange rates and exchange control regulations. The
Fund may incur costs in connection with conversions between various currencies.
The Fund's net asset value per share will be affected by changes in currency
exchange rates. Changes in foreign currency exchange rates may also affect the
value of dividends and interest earned, gains, and losses realized on the sale
of securities and net investment income and gains, if any, to be distributed to
shareholders by the Fund. The rate of exchange between the U.S. dollar and other
currencies is determined by the forces of supply and demand in the foreign
exchange markets (which in turn are affected by interest rates, trade flows and
numerous other factors) and, in some cases, exchange controls. Currency hedging
techniques may be unavailable in certain emerging countries.
The Fund may invest in securities without regard to the minimum
capitalization of the issuers. Investment in securities of issuers with
relatively small capitalization may entail greater risks, particularly when such
issuers have limited product lines, markets and financial or managerial
resources. Less frequently traded securities may be subject to more abrupt price
movements than securities of larger companies.
Forward Currency Exchange Contracts. The Subadviser will consider changes in
exchange rates in making investment decisions. As one way of managing exchange
rate risk, the Fund may enter into forward currency exchange contracts
(agreements to purchase or sell foreign currencies at a future date). The Fund
will usually enter into these contracts to fix the U.S. dollar value of a
security that it has agreed to buy or sell for the period between the date the
trade was entered into and the date the security is delivered and paid for. The
Fund may also use these contracts to hedge the U.S. dollar value of securities
it already owns.
Although the Fund will seek to benefit by using forward contracts,
anticipated currency movements may not be accurately predicted and the Fund may
therefore incur a gain or loss on a forward contract. A forward contract may
help reduce the Fund's losses on securities denominated in foreign currency, but
it may also reduce the potential gain on the securities depending on changes in
the currency's value relative to the U.S. dollar or other currencies.
Options Transactions. The Fund may purchase put options on portfolio
securities in an attempt to provide a hedge against a decrease in the price of a
security held by the Fund. The Fund will not purchase options for speculative
purposes. Purchasing a put option gives the Fund the right to sell, and
obligates the writer to buy, the underlying security at the exercise price at
any time during the option period.
When the Fund purchases an option, it is required to pay a premium to the
party writing the option and a commission to the broker selling the option. If
the option is exercised by the Fund, the premium and the commission paid may be
greater than the amount of the brokerage commission charged if the security were
to be purchased or sold directly. See "Investment Objective, Policies and Risks"
in the Statement of Additional Information.
Borrowing. The Fund may from time to time borrow money from banks for
temporary, extraordinary or emergency purposes and may invest the funds in
additional securities. Such borrowing will not exceed 5% of the Fund's total
assets and will be made at prevailing interest rates.
6
<PAGE>
Lending Portfolio Securities. The Fund may lend its portfolio securities to
brokers, dealers and other institutional investors in an amount not to exceed
331/3% of the Fund's total assets taken at market value, for which it will
receive collateral in cash or securities issued or guaranteed by the U.S.
Government to be maintained in an amount equal to at least 100% of the current
market value of the loaned securities. The lending of portfolio securities could
involve the risk of delays in receiving additional collateral or in the recovery
of securities and possible loss of rights in collateral in the event that a
borrower fails financially.
Repurchase Agreements. The Fund may enter into repurchase agreements with
commercial banks or broker/dealers under which the Fund acquires a U.S.
Government or a short-term money market instrument subject to resale at a
mutually agreed-upon price and time. The resale price reflects an agreed upon
interest rate effective for the period the Fund holds the instrument that is
unrelated to the interest rate on the instrument.
The Fund's repurchase agreements will at all times be fully collateralized,
and the Fund will make payment for such securities only upon physical delivery
or evidence of book entry transfer to the account of its custodian. Repurchase
agreements could involve certain risks in the event of bankruptcy or other
default of the seller, including possible delays and expenses in liquidating the
underlying security, decline in the value of the underlying security and loss of
interest.
Illiquid Securities. The Fund may invest up to 15% of its net assets in
illiquid securities, including restricted securities (i.e., securities not
readily marketable without registration under the Securities Act of 1933 (the
"1933 Act")) and other securities that are not readily marketable. The Fund may
purchase restricted securities that can be offered and sold to "qualified
institutional buyers" under Rule 144A of the 1933 Act, and the Manager, acting
pursuant to procedures approved by the Corporation's Board of Directors, may
determine, when appropriate, that specific Rule 144A securities are liquid and
not subject to the 15% limitation on illiquid securities. Should this
determination be made, the Manager, acting pursuant to such procedures, will
carefully monitor the security (focusing on such factors, among others, as
trading activity and availability of information) to determine that the Rule
144A security continues to be liquid. It is not possible to predict with
assurance exactly how the market for restricted securities offered and sold
under Rule 144A will develop. This investment practice could have the effect of
increasing the level of illiquidity in the Fund, if and to the extent that
qualified institutional buyers become for a time uninterested in purchasing Rule
144A securities.
Short Sales. The Fund may sell securities short "against-the-box." A short
sale "against-the-box" is a short sale in which the Fund owns an equal amount of
the securities sold short or securities convertible into or exchangeable without
payment of further consideration for securities of the same issue as, and equal
in amount to, the securities sold short.
Temporary Investments. When the Subadviser believes that market conditions
warrant a temporary defensive position, the Fund may invest up to 100% of its
assets in short-term instruments such as commercial paper, bank certificates of
deposit, bankers' acceptances, or repurchase agreements for such securities and
securities of the U.S. Government and its agencies and instrumentalities, as
well as cash and cash equivalents denominated in foreign currencies. Investments
in domestic bank certificates of deposit and bankers' acceptances will be
limited to banks that have total assets in excess of $500 million and are
subject to regulatory supervision by the U.S. Government or state governments.
The Fund's investments in commercial paper of U.S. issuers will be limited to
(a) obligations rated Prime-1 by Moody's or A-1 by S&P or (b) unrated
obligations issued by companies having an outstanding unsecured debt issue
currently rated A or better by S&P. A description of various commercial paper
ratings and debt securities ratings appears in Appendix A to the Statement of
Additional Information. The Fund's investments in foreign short-term instruments
will be limited to those that, in the opinion of the Subadviser, equate
generally to the standards established for U.S.
short-term instruments.
Except as noted above, the foregoing investment policies are not fundamental
and the Board of Directors of the Corporation may change such policies without
the vote of a majority of the Fund's outstanding voting securities. A more
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detailed description of the Fund's investment policies, including a list of
those restrictions on the Fund's investment activities which cannot be changed
without such a vote, appears in the Statement of Additional Information. Under
the 1940 Act, a "vote of a majority of the outstanding voting securities" of the
Fund means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares present at a
shareholders' meeting if more than 50% of the outstanding shares are represented
at the meeting in person or by proxy.
MANAGEMENT SERVICES
The Manager. The Board of Directors provides broad supervision over the
affairs of the Fund. Pursuant to a Management Agreement between J. & W. Seligman
& Co. Incorporated and the Corporation, on behalf of the Fund and the
Corporation's other series, the Manager administers the business and other
affairs of the Fund. The address of the Manager is 100 Park Avenue, New York, NY
10017.
The Manager also serves as manager of sixteen other investment companies
which, together with the Corporation, make up the "Seligman Group." The sixteen
other companies are: Seligman Capital Fund, Inc., Seligman Cash Management Fund,
Inc., Seligman Common Stock Fund, Inc., Seligman Communications and Information
Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman
High Income Fund Series, Seligman Income Fund, Inc., Seligman New Jersey
Tax-Exempt Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series, Seligman
Portfolios, Inc., Seligman Quality Municipal Fund, Inc., Seligman Select
Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc., Seligman Tax-Exempt
Series Trust and Tri-Continental Corporation. The aggregate assets of the
Seligman Group were approximately $9.5 billion at June 30, 1995. The Manager
also provides investment management or advice to individual and institutional
accounts having an aggregate value of approximately $3.5 billion.
The Manager provides senior management for Seligman Data Corp., a
wholly-owned subsidiary of certain investment companies in the Seligman Group,
which performs, at cost, certain recordkeeping functions for the Fund, maintains
the records of shareholder accounts and furnishes dividend paying, redemption
and related services.
The Fund pays the Manager a management fee, calculated daily and payable
monthly, equal to an annual rate of 1.00% of the average daily net assets of the
Fund, of which .90% is paid to the Subadviser for services described below. The
management fee is higher than that of most domestic investment companies but is
comparable to that of most international and global equity funds. The Fund pays
all of its expenses other than those assumed by the Manager or the Subadviser
including fees for necessary professional and brokerage services, costs of
regulatory compliance, costs associated with maintaining corporate existence,
custody and shareholder service, shareholder relations and insurance costs.
Mr. William C. Morris is Chairman and President of the Manager and Chairman
of the Board and Chief Executive Officer of the Corporation. Mr. Morris owns a
majority of the outstanding voting securities of the Manager.
The Subadviser. Seligman Henderson Co. serves as Subadviser to the Fund
pursuant to a Subadvisory Agreement between the Manager and the Subadviser (the
"Subadvisory Agreement"). The Subadvisory Agreement provides that the Subadviser
will supervise and direct the Fund's global investments in accordance with the
Fund's investment objective, policies and restrictions. Seligman Henderson Co.
was founded in 1991 as a joint venture between the Manager and Henderson
International, Inc., a controlled affiliate of Henderson Administration Group
plc. Seligman Henderson Co. was created to provide international and global
investment management services to institutional and individual investors and
investment companies in the U.S. Seligman Henderson Co. also serves as
Subadviser to Seligman Henderson International Fund, Seligman Henderson Global
Smaller Companies Fund and Seligman Henderson Global Technology Fund (the other
three series of the Corporation), Seligman Common Stock Fund, Seligman Growth
Fund, Seligman Income Fund, the Global and Global Smaller Companies Portfolios
of Seligman Portfolios, Tri-Continental Corporation, the International Equity
Fund of the Compass Capital Group, and the Seligman Henderson International
8
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Small Capital Portfolio and Seligman Henderson International Equity Portfolio of
American Skandia Trust. The address of the Subadviser is 100 Park Avenue, New
York, NY 10017.
Portfolio Managers. Messrs. Loris D. Muzzatti and Nitin Mehta have
responsibility for directing and overseeing the Fund's domestic and
international investments, respectively.
Mr. Muzzatti, a Managing Director of the Manager since January 1991, joined
the Manager in 1985. He is the portfolio manager of Seligman Capital Fund and
Seligman Capital Portfolio of Seligman Portfolios, Inc. and the co-portfolio
manager of Seligman Growth Fund, Inc.
Mr. Mehta has been a portfolio manager with Henderson Administration Group
plc since September, 1994. From May 1993 to September, 1994, Mr. Mehta was Head
of Currency Management and Derivatives at Quorum Capital Management. From
February 1993 to May 1993 he was a consultant with International Finance
Corporation. From 1986 through 1992, he was Head of Equity Investments at
Shearson Lehman Global Asset Management.
The Manager's discussion of Fund performance as well as a line graph
illustrating comparative performance information between the Fund and
appropriate broad-based indices will be included in the Fund's Annual Report to
shareholders.
Portfolio Transactions. The Management Agreement and Subadvisory Agreement
recognize that in the purchase and sale of portfolio securities for the Fund,
the Manager and the Subadviser will seek the most favorable price and execution
and, consistent with that policy, may give consideration to the research,
statistical and other services furnished by brokers or dealers to the Manager
and the Subadviser. The use of brokers who provide investment and market
research and securities and economic analysis may result in a higher brokerage
charge to the Fund than the use of brokers selected on the basis of the most
favorable brokerage commission rates, and research and analysis received may be
useful to the Manager and Subadviser in connection with their services to other
clients as well as to the Fund. In over-the-counter markets, orders are placed
with responsible primary market makers unless a more favorable execution or
price is believed to be obtainable.
Consistent with the rules of the National Association of Securities Dealers,
Inc., and subject to seeking the most favorable price and execution available
and such other policies as the Directors may determine, the Manager and the
Subadviser may consider sales of shares of the Fund and, if permitted by
applicable laws, may consider sales of shares of the other mutual funds in the
Seligman Group as a factor in the selection of brokers or dealers to execute
portfolio transactions for the Fund.
Portfolio Turnover. A change in securities held by the Fund is known as
"portfolio turnover." Portfolio turnover may result in the payment by the Fund
of dealer spreads or underwriting commissions and other transactions costs from
the sale of securities held by the Fund and the reinvestment of the proceeds in
other securities. While it is the policy of the Fund to hold securities for
investment, changes in the securities held by the Fund will be made from time to
time when the Subadviser believes such changes will strengthen the Fund's
portfolio. The portfolio turnover of the Fund is not expected to exceed 100%.
PURCHASE OF SHARES
Seligman Financial Services, Inc. ("SFSI"), an affiliate of the Manager, acts
as general distributor of the Fund's shares. Its address is 100 Park Avenue, New
York, NY 10017.
The Fund issues two classes of shares: Class A shares are sold to investors
choosing the initial sales load alternative; and Class D shares are sold to
investors choosing no initial sales load, a distribution fee and a CDSL on
redemptions within one year of purchase. See "Alternative Distribution System"
above.
Shares of the Fund may be purchased through any authorized investment dealer.
All orders will be executed at the net asset value per share next computed after
receipt of the purchase order plus, in the case of Class A shares, a sales load
which, except for shares purchased under one of the reduced sales load plans,
will vary with the size of the purchase as shown in the schedule under "Class A
Shares -- Initial Sales Load" below.
The minimum amount for initial investment in the Fund is $1,000; subsequent
investments must be in the minimum amount of $100 (except for investment of
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<PAGE>
dividends and capital gain distributions). The Fund reserves the right to return
investments that do not satisfy these minimums. Exceptions to these minimums are
available for accounts being established concurrently with the Invest-A-Check(R)
Service.
Orders received by an authorized dealer before the close of business on the
New York Stock Exchange ("NYSE") (normally 4:00 p.m. New York time) and accepted
by SFSI before the close of business (normally 5:00 p.m. New York time) on the
same day will be executed at the Fund's net asset value determined as of the
close of the NYSE on that day plus, in the case of Class A shares, the
applicable sales load. Orders received by dealers after the close of the NYSE,
or accepted by SFSI after the close of business, will be executed at the Fund's
net asset value as next determined plus, in the case of Class A shares, the
applicable sales load. The authorized dealer through which a shareholder
purchases shares is responsible for forwarding the order to SFSI promptly.
Payment for dealer purchases may be made by check or by wire. To wire
payments, dealer orders must first be placed through SFSI's order desk and
assigned a purchase confirmation number. Funds in payment of the purchase may
then be wired to Mellon Bank, N.A., ABA #043000261, A/C Seligman Henderson
Global New Opportunities Fund (A or D), A/C #107-1011. WIRE TRANSFERS MUST
INCLUDE THE PURCHASE CONFIRMATION NUMBER AND CLIENT ACCOUNT REGISTRATION AND
ACCOUNT NUMBER. Persons other than dealers who wish to wire payment should
contact Seligman Data Corp. for specific wire instructions. Although the Fund
makes no charge for this service, the transmitting bank may impose a wire
service fee.
Existing shareholders may purchase additional shares at any time through any
authorized dealer or by sending a check payable to "Seligman Group of Mutual
Funds" directly to the Fund at P.O. Box 4680, Church Street Station, New York,
NY 10261-4680. Checks for investment must be in U.S. dollars drawn on a domestic
bank. The check should include the shareholder's name, address, account number
and class of shares owned by such shareholder. If a shareholder does not
indicate the required information, Seligman Data Corp. will seek further
clarification and may be forced to return the check to the shareholder. If only
the class designation is missing, the investment will automatically be made into
Class A shares. Orders sent directly to Seligman Data Corp. will be executed at
the Fund's net asset value next determined after the order is accepted plus, in
the case of Class A shares, the applicable sales load.
Seligman Data Corp. will charge a $10.00 service fee for checks returned to
it marked "unpaid." This fee may be debited from your account. For the
protection of the Fund and its shareholders, no redemption of shares will be
permitted with respect to shares purchased by check (unless certified) until the
Fund receives notice that the check has cleared, which may be up to 15 days from
the credit of such shares to the shareholder's account.
Valuation. The net asset value of the Fund's shares is determined as of the
close of regular trading on the NYSE each day Monday through Friday except on
days that the NYSE is closed. Net asset value is calculated separately for each
class. Securities traded on a U.S. or foreign exchange or over-the-counter
market are valued at the last sales price on the primary exchange or market on
which they are traded. United Kingdom securities and securities for which there
are no recent sales transactions are valued based on quotations provided by
primary market makers in such securities. Any securities for which recent market
quotations are not readily available are valued at fair value as determined in
accordance with procedures approved by the Board of Directors. Short-term
holdings maturing in 60 days or less are generally valued at amortized cost if
their original maturity was 60 days or less. Short-term holdings with more than
60 days remaining to maturity will be valued at current market value until the
61st day prior to maturity, and will then be valued on an amortized cost basis
based on the value of such date unless the Board determines that this amortized
cost value does not represent fair market value.
Although the legal rights of Class A and Class D shares are substantially
identical, the different expenses borne by each class will result in different
net asset values and dividends. The net asset value of Class D shares will
generally be lower than the net asset value of Class A shares as a result of the
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<PAGE>
larger distribution fee charged to Class D shares. In addition, net asset value
per share of the two classes will be affected to the extent any other class
expense differs among classes.
Class A Shares--Initial Sales Load. Class A shares are subject to an initial
sales load which varies with the size of the purchase as shown in the following
schedule, and an annual service fee of up to .25% of the average daily net asset
value of Class A shares.
See "Administration, Shareholder Services and Distribution Plan" below.
--------------------------------------------------------------------------------
Class A Shares--Sales Load Schedule
Sales Load as a
Percentage of Regular
---------------------- Dealer
Net Amount Discount
Invested as a % of
Offering (Net Asset Offering
Amount of Purchase Price Value) Price
----------------------------------------------- -------
Less than $ 50,000 4.75% 4.99% 4.25%
$ 50,000- 99,999 4.00 4.17 3.50
100,000- 249,999 3.50 3.63 3.00
250,000- 499,999 2.50 2.56 2.25
500,000- 999,999 2.00 2.04 1.75
1,000,000- 3,999,999 1.00 1.01 .90
4,000,000- or more* 0 0 0
*Dealers will receive a fee of .15% on sales made without a sales load.
--------------------------------------------------------------------------------
Reduced Sales Loads. Reductions in sales loads apply to purchases of Class A
shares by a "single person," including an individual, members of a family unit
comprising husband, wife and minor children purchasing securities for their own
account, or a trustee or other fiduciary purchasing for a single fiduciary
account or single trust. Purchases made by a trustee or other fiduciary for a
fiduciary account may not be aggegated with purchases made on behalf of any
other fiduciary or individual account.
o Volume Discounts are provided if the total amount being invested in Class A
shares of the Fund alone, or in any combination of shares of the Seligman Mutual
Funds that are sold with a sales load, reaches levels indicated in the sales
load schedule.
o The Right of Accumulation allows an investor to combine the amount being
invested in shares of the other Seligman Mutual Funds sold with a sales load
with the total net asset value of shares of those funds already owned that were
sold with a sales load and the total net asset value of shares of Seligman Cash
Management Fund that were acquired by the investor through an exchange of shares
of another Seligman Mutual Fund on which there was a sales load to determine
reduced sales loads in accordance with the sales load schedule. An investor or a
dealer purchasing shares on behalf of an investor must indicate whether the
investor has existing accounts when making investments or opening new accounts.
o A Letter of Intent allows an investor to purchase Class A shares over a
13-month period at reduced sales loads, based upon the total amount of shares
the investor expresses an interest in purchasing plus the total net asset value
of shares of the other Seligman Mutual Funds already owned by such investor that
were sold with a sales load and the total net asset value of shares of Seligman
Cash Management Fund that were acquired by the investor through an exchange of
shares of another mutual fund in the Seligman Group on which there was a sales
load. An investor or a dealer purchasing shares on behalf of an investor must
indicate whether the investor has existing accounts when making investments or
opening new accounts. For more information concerning terms of Letters of
Intent, see "Terms and Conditions" on page 23.
Special Programs. The Fund may sell Class A shares at net asset value to
present and retired directors, trustees, officers, employees (and their spouses
and minor children) of the Fund, the other investment companies in the Seligman
Group, the Manager and other companies affiliated with the Manager. Such sales
also may be made to employee benefit and thrift plans for such persons and to
any investment advisory, custodial, trust or other fiduciary account managed or
advised by the Manager or any affiliate.
Class A shares also may be issued without a sales load in connection with the
acquisition of cash and securities owned by other investment companies and
personal holding companies; to any registered unit investment trust which is the
issuer of periodic payment plan certificates, the net proceeds of which are
invested in Fund shares; to separate accounts established and maintained by an
insurance company which are exempt from registration under Section 3(c)(11) of
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<PAGE>
the 1940 Act; to registered representatives and employees (and their spouses and
minor children) of any dealer that has a sales agreement with SFSI; to
shareholders of mutual funds with objectives and policies similar to the Fund
(as stated in the prospectus) who purchase shares with redemption proceeds of
such funds; to financial institution trust departments; to registered investment
advisers exercising discretionary investment authority with respect to the
purchase of Fund shares; to accounts of financial institutions or broker/dealers
that charge account management fees, provided the Manager or one of its
affiliates has entered into an agreement with respect to such accounts; pursuant
to sponsored arrangements with organizations which make recommendations to or
permit group solicitations of, its employees, members or participants in
connection with the purchase of shares of the Fund; and to "eligible employee
benefit plans" (i) which have at least $1 million invested in the Seligman Group
of Investment Companies or (ii) of employers who have at least 100 eligible
employees to whom such plan is made available, and, regardless of the number of
employees, if such plan is established and maintained by any dealer that has a
sales agreement with SFSI. "Eligible employee benefit plan" means any plan or
arrangement, whether or not tax qualified, which provides for the purchase of
Fund shares. Sales of shares to such plans must be made in connection with a
payroll deduction system of plan funding or other system acceptable to Seligman
Data Corp.
Class D Shares. Class D shares are sold without an initial sales load but are
subject to a CDSL if the shares are redeemed within one year, an annual
distribution fee of up to .75 of 1% and an annual service fee of up to .25 of
1%, of the average daily net asset value of the Class D shares. SFSI will make a
1% payment to dealers in respect of purchases of Class D shares.
A CDSL will be imposed on any redemption of Class D shares which were
purchased during the preceding twelve months; however, no such charge will be
imposed on shares acquired through the investment of dividends or distributions
from any Class D shares within the Seligman Group. The amount of any CDSL will
be paid to and retained by SFSI.
To minimize the application of a CDSL to a redemption, shares acquired
pursuant to the investment of dividends and distributions (which are not subject
to a CDSL) will be redeemed first; followed by shares purchased at least one
year prior to the redemption. Shares held for the longest period of time within
the applicable one year period will then be redeemed. Additionally, for those
shares determined to be subject to the CDSL, the application of the 1% CDSL will
be made to the current net asset value or original purchase price, whichever is
less.
For example, assume an investor purchased 100 shares in January at a price of
$10.00 per share. During the first year, 5 additional shares were acquired
through investment of dividends and distributions. In January of the following
year, an additional 50 shares are purchased at a price of $12.00 per share. In
March of that year, the investor chooses to redeem $1,500.00 from the account
which now holds 155 shares with a total value of $1,898.75 ($12.25 per share).
The CDSL for this transaction would be calculated as follows:
Total shares to be redeemed
(122.449 @ $12.25) as follows:............... $1,500.00
===========
Dividend/Distribution shares (5 @ $12.25)........ $ 61.25
Shares held more than 1 year
(100 @ $12.25)................................. 1,225.00
Shares held less than 1 year old subject to
CDSL (17.449 @ $12.25)......................... 213.75
-----------
Gross proceeds of redemption..................... $1,500.00
Less CDSL (17.449 shares @ $12.00 =
$209.39 x 1% = $2.09).......................... (2.09)
-----------
Net proceeds of redemption....-................... $1,497.91
===========
For federal income tax purposes, the amount of the CDSL will reduce the gain
or increase the loss, as the case may be, on the amount recognized on the
redemption of shares.
The CDSL will be waived or reduced in the following instances:
(a) on redemption following the death or disability of a shareholder, as
defined in section 72(m)(7) of the Internal Revenue Code of 1986, as amended
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<PAGE>
(the "Code"); (b) in connection with (i) distributions from retirement plans
qualified under section 401(a) of the Code when such redemptions are necessary
to make distributions to plan participants (such payments include, but are not
limited to death, disability, retirement, or separation of service), (ii)
distributions from a custodial account under section 403(b)(7) of the Code or an
individual retirement account (an "IRA") due to death, disability, or attainment
of age 59 1/2, and (iii) a tax-free return of an excess contribution to an IRA;
(c) in whole or in part, in connection with shares sold to current and retired
Directors of the Fund; (d) in whole or in part, in connection with shares sold
to any state, county, or city or any instrumentality, department, authority, or
agency thereof, which is prohibited by applicable investment laws from paying a
sales load or commission in connection with the purchase of shares of any
registered investment management company; (e) pursuant to an automatic cash
withdrawal service; (f) in connection with the redemption of Class D shares of
the Fund if it is combined with another mutual fund in the Seligman Group, or
another similar reorganization transaction; and (g) in connection with the
Fund's right to redeem or liquidate an account that holds below a certain
minimum number or dollar amount of shares (currently $500).
If, with respect to a redemption of any Class D shares sold by a dealer, the
CDSL is waived because the redemption qualifies for a waiver as set forth above,
the dealer shall remit to SFSI promptly upon notice an amount equal to the 1%
payment or a portion of the 1% payment paid on such shares.
SFSI may from time to time assist dealers by, among other things, providing
sales literature to, and holding informational programs for the benefit of,
dealers' registered representatives. Dealers may limit the participation of
registered representatives in such informational programs by means of sales
incentive programs which may require the sale of minimum dollar amounts of
shares of the Seligman Mutual Funds. SFSI may from time to time pay a bonus or
other incentive to dealers that sell shares of the Seligman Mutual Funds. In
some instances, these bonuses or incentives may be offered only to certain
dealers which employ registered representatives who have sold or may sell a
significant amount of shares of the Fund and/or certain other Funds managed by
the Manager during a specified period of time. Such bonus or other incentive may
take the form of payment for travel expenses, including lodging, incurred in
connection with trips taken by qualifying registered representatives and members
of their families to places within or outside the United States. The cost to
SFSI of such promotional activities and payments will not exceed the amounts of
the sales loads retained by SFSI in respect of sales of shares of the Fund and
the other Seligman Mutual Funds effected through participating dealers and shall
be consistent with the rules of the National Association of Securities Dealers,
Inc. as then in effect.
TELEPHONE TRANSACTIONS
Unless an election is made otherwise on the Account Application, a
shareholder whose account has either an individual or joint tenancy registration
will have the ability to effect the following transactions via telephone: (i)
redemption of Fund shares, (ii) exchange of Fund shares for shares of another
Seligman Mutual Fund, (iii) change of a dividend and/or capital gain
distribution option, and (iv) change of address. IRA accounts may only effect
exchanges or address changes. All funds with the same account number (i.e.,
registered exactly the same), including any new fund in which the shareholder
invests in the future, will automatically include telephone services. All
telephone transactions are effected through Seligman Data Corp. at (800)
221-2450.
For accounts registered as joint tenancies, each joint tenant, by not
objecting to telephone transaction services, authorizes each of the other
tenants to effect telephone transactions on his or her behalf.
During times of drastic economic or market changes, a shareholder may
experience difficulty in contacting Seligman Data Corp. to request a redemption
or exchange of Fund shares. In these circumstances, the shareholder should
consider using other redemption or exchange procedures. Use of these other
redemption or exchange procedures will result in your redemption request being
13
<PAGE>
processed at a later time than if telephone transactions had been used, and the
Fund's net asset value may fluctuate during such periods.
The Fund and Seligman Data Corp. will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine. These will include
recording all telephone calls requesting account activity, requiring that the
caller provide certain requested personal and/or account information at the time
of the call for the purpose of establishing the caller's identity, and sending a
written confirmation of redemptions, exchanges or address changes to the address
of record each time activity is initiated by telephone. As long as the Fund and
Seligman Data Corp. follow instructions communicated by telephone that were
reasonably believed to be genuine at the time of their receipt, neither they nor
any of their affiliates will be liable for any loss to the shareholder caused by
an unauthorized transaction. Shareholders, of course, may refuse or cancel
telephone transaction services. In any instance where the Fund or Seligman Data
Corp. is not reasonably satisfied that instructions received by telephone are
genuine, the requested transaction will not be executed, and neither they nor
any of their affiliates will be liable for any losses which may occur due to a
delay in implementing the transaction. If the Fund or Seligman Data Corp. does
not follow the procedures described above, they may be liable for any losses due
to unauthorized or fraudulent instructions. Telephone services must be effected
through a representative of Seligman Data Corp., i.e., requests may not be
communicated via Seligman Data Corp.'s automated telephone answering system.
Telephone transaction services may be terminated by a shareholder at any time by
sending a written request to Seligman Data Corp. Written acknowledgment of
termination of telephone transaction services will be sent to the shareholder.
REDEMPTION OF SHARES
A shareholder may redeem shares held in book credit form without charge,
except a CDSL, if applicable, at any time by sending a written request to
Seligman Data Corp., 100 Park Avenue, New York, NY 10017. The redemption request
must be signed by all persons in whose name the shares are registered. A
shareholder may redeem shares that are not in book credit form by surrendering
certificates in proper form to the same address. Certificates should be sent by
registered mail. Share certificates must be endorsed for transfer or accompanied
by an endorsed stock power signed by the person(s) whose name(s) appear(s) on
the face of the certificate. The shareholder's letter of instruction or endorsed
stock power should specify the account number, class of shares (A or D) and the
number of shares or dollar amount to be redeemed. The Fund cannot accept
conditional redemption requests. If the redemption proceeds are (i) $50,000 or
more, (ii) to be paid to someone other than the shareholder of record
(regardless of the amount) or (iii) to be mailed to other than the address of
record or if the address or record which has been changed within the past 30
days (regardless of the amount), the signature(s) of the shareholder(s) must be
guaranteed by an eligible financial institution including, but not limited to,
the following: banks, trust companies, credit unions, securities brokers and
dealers, savings and loan associations and participants in the Securities
Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion
Program (SEMP) or the New York Stock Exchange Medallion Signature Program (MSP).
The Fund reserves the right to reject a signature guarantee where it is believed
that the Fund will be placed at risk by accepting such guarantee. A signature
guarantee is also necessary in order to change the account registration.
Notarization by a notary public is not an acceptable signature guarantee.
Additional documentation may be required by Seligman Data Corp. in the event of
a redemption by corporations, executors, administrators, trustees, custodians or
retirement plans. For further information with respect to redemption
requirements, please contact the Shareholder Services Department of Seligman
Data Corp. for assistance. In the case of Class A shares and in the case of
Class D shares redeemed after one year, a shareholder will receive the net asset
value per share next determined after receipt of a request in good order. If
Class D shares are redeemed within one year of purchase a shareholder will
receive the net asset value per share next determined after receipt of a request
14
<PAGE>
in good order, less a CDSL of 1% as described under "Purchase Of Shares--Class D
Shares" above.
A shareholder may "sell" shares to the Fund through an investment dealer and,
in that way, be certain, providing the order is timely, of receiving the net
asset value established at the end of the day on which the dealer is given the
repurchase order. The Fund makes no charge for this transaction, but the
unaffiliated dealer may charge a service fee. "Sell" or repurchase orders
received from an authorized dealer before the close of the NYSE and received by
SFSI, the repurchase agent, before the close of business on the same day will be
executed at the net asset value per share determined as of the close of the NYSE
on that day. Repurchase orders received from authorized dealers after the close
of the NYSE or not received by SFSI prior to the close of business will be
executed at the net asset value determined as of the close of the NYSE on the
next trading day. Shares held in a "street name" account with a broker/dealer
may be sold to the Fund only through a broker/dealer.
Telephone Redemptions. Telephone redemptions of uncertificated shares may be
made once per day, in an amount of up to $50,000. Telephone redemption requests
must be received by Seligman Data Corp. at (800) 221-2450 between 8:30 a.m. and
4:00 p.m. New York time, on any business day and will be processed as of the
close of business on that day. Redemption requests by telephone will not be
accepted within 30 days following an address change. Keogh Plans, IRAs or other
retirement plans are not eligible for telephone redemptions. The Fund reserves
the right to suspend or terminate its telephone redemption service at any time
without notice.
For more information about telephone redemptions, which, unless objected to,
are assigned to certain shareholders automatically, and the circumstances under
which shareholders may bear the risk of loss for a fraudulent transaction, see
"Telephone Transactions" above.
General. Whether shares are redeemed or repurchased, a check for the proceeds
will be sent to the address of record within seven calendar days after
acceptance of the redemption or repurchase order and will be made payable to all
of the registered owners on the account. The Fund will not permit redemptions of
shares with respect to shares purchased by check (unless certified) until the
Fund receives notice that the check has cleared, which may be up to 15 days from
the credit of such shares to the shareholder's account. The proceeds of a
redemption or repurchase, of course, may be more or less than the shareholder's
cost.
The Fund reserves the right to redeem shares owned by a shareholder whose
investment in the Fund has a value of less than a minimum specified by the
Corporation's Board of Directors, which is presently $500. Shareholders are sent
a notice before such redemption is processed stating that the value of their
investment in the Fund is less than the specified minimum and that they have
sixty days to make an additional investment.
Reinstatement Privilege. If a shareholder redeems Class A Shares and then
decides to reinvest them, or to shift the investment to one of the other
Seligman Mutual Funds, a shareholder may, within 120 calendar days of the date
of the redemption, use all or any part of the proceeds of the redemption to
reinstate, free of sales load, all or any part of the investment in shares of
the Fund or in shares of any of the other Seligman Mutual Funds. If a
shareholder redeems Class D shares and the redemption was subject to a CDSL, the
shareholder may reinstate the investment in shares of the same class of the Fund
or of any of the other Seligman Mutual Funds within 120 calendar days of the
date of redemption and receive a credit for the CDSL paid. Such investment will
be reinstated at the net asset value per share established as of the close of
the NYSE on the day the request is received. Seligman Data Corp. must be
informed that the purchase represents a reinstated investment. Reinstated shares
must be registered exactly and be of the same class as the shares previously
redeemed.
Generally, exercise of the Reinstatement Privilege does not alter the Federal
income tax status of any capital gain realized on a sale of Fund shares, but to
the extent that any shares are sold at a loss and the proceeds are reinvested in
shares of the same fund, some or all of the loss will not be allowed as a
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deduction, depending upon the percentage of the proceeds reinvested.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
Under the Fund's Administration, Shareholder Services and Distribution Plan
(the "Plan"), the Fund may pay to SFSI an administration, shareholder services
and distribution fee in respect of the Fund's Class A and Class D shares.
Payments under the Plan may include, but are not limited to: (i) compensation to
securities dealers and other organizations ("Service Organizations") for
providing distribution assistance with respect to assets invested in the Fund,
(ii) compensation to Service Organizations for providing administration,
accounting and other shareholder services with respect to the Fund's
shareholders, and (iii) otherwise promoting the sale of shares of the Fund,
including paying for the preparation of advertising and sales literature and the
printing and distribution of such promotional materials and prospectuses to
prospective investors and defraying SFSI's costs incurred in connection with its
marketing efforts with respect to shares of the Fund. The Manager, in its sole
discretion, may also make similar payments to SFSI from its own resources, which
may include the management fee that the Manager receives from the Fund.
Under the Plan, the Fund reimburses SFSI for its expenses with respect to
Class A shares at an annual rate of up to .25% of the average daily net asset
value of Class A shares. It is expected that the proceeds from the fee in
respect of Class A shares will be used primarily to compensate Service
Organizations which enter into agreements with SFSI. Such Service Organizations
will receive from SFSI a continuing fee of up to .25% on an annual basis,
payable quarterly, of the average daily net assets of Class A shares
attributable to the particular Service Organization for providing personal
services and/or the maintenance of shareholder accounts. The fee payable from
time to time is, within such limit, determined by the Directors of the
Corporation.
Under the Plan, the Fund reimburses SFSI for its expenses with respect to
Class D shares at an annual rate of up to 1% of the average daily net asset
value of Class D shares. Proceeds from the Class D distribution fee will be used
primarily to compensate Service Organizations for administration, shareholder
services and distribution assistance (including a continuing fee of up to .25%
on an annual basis of the average daily net asset value of Class D shares
attributable to particular Service Organizations for providing personal service
and/or the maintenance of shareholder accounts) and will initially be used by
SFSI to defray the expense of the 1% payment to be made by it to Service
Organizations at the time of the sale of Class D shares. The amounts expended by
SFSI in any one year upon the initial purchase of Class D shares may exceed the
amounts received by it from the Plan payments retained. Expenses of
administration, shareholder services and distribution of Class D shares in one
fiscal year of the Fund may be paid from Class D Plan fees received from the
Fund in any other fiscal year.
The Plan as it relates to the Class A and Class D shares of the Fund was
first approved by the Corporation's Board of Directors on September 21, 1995 and
by the sole shareholder of the Fund on ___, 1995. The Plan will be reviewed by
the Directors annually.
Seligman Services, Inc. ("SSI"), an affiliate of the Manager, is a limited
purpose broker/dealer. SSI shall act as broker/dealer of record for shareholder
accounts that do not have a designated broker/dealer of record and will receive
compensation from the Fund pursuant to the Plan for providing personal service
and account maintenance to its accounts of record.
EXCHANGE PRIVILEGE
A person who has been a shareholder of the Fund may, without charge, exchange
at net asset value any part or all of an investment in the Fund for shares of
any of the other mutual funds in the Seligman Group. Exchanges may be made by
mail, or by telephone if the shareholder has telephone services.
Class A and Class D shares may be exchanged only for Class A and Class D
shares, respectively, of another mutual fund in the Seligman Group on the basis
of relative net asset value.
If Class D shares that are subject to a CDSL are exchanged for Class D shares
of another fund, for purposes of assessing the CDSL payable upon disposition of
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the exchanged Class D shares, the one year holding period shall be reduced by
the holding period of the original Class D shares.
The Seligman Mutual Funds currently available under the Exchange Privilege
are:
o Seligman Capital Fund, Inc: seeks aggressive capital appreciation. Current
income is not an objective.
o Seligman Cash Management Fund, Inc: invests in high-quality money market
instruments. Shares are sold at net asset value.
o Seligman Common Stock Fund, Inc: seeks favorable current income and
long-term growth of both income and capital value without exposing capital to
undue risk.
o Seligman Frontier Fund, Inc: seeks to produce growth in capital value;
income may be considered but will only be incidental to the fund's investment
objective.
o Seligman Growth Fund, Inc: seeks longer-term growth in capital value and an
increase in future income.
o Seligman Henderson Global Fund Series, Inc: along with the Fund, the
Corporation consists of Seligman Henderson Global Smaller Companies Fund,
Seligman Henderson Global Technology Fund and the Seligman Henderson
International Fund, all of which seek long-term capital appreciation, primarily
through investing in companies either globally or internationally.
o Seligman High Income Fund Series: seeks high current income by investing in
debt securities. The Fund consists of the U.S. Government Securities Series and
the High-Yield Bond Series.
o Seligman Income Fund, Inc: seeks high current income and the possibility of
improvement of future income and capital value.
o Seligman New Jersey Tax-Exempt Fund, Inc: invests in investment grade New
Jersey tax-exempt securities.
o Seligman Pennsylvania Tax-Exempt Fund Series: invests in investment grade
Pennsylvania tax-exempt securities.
o Seligman Tax-Exempt Fund Series, Inc: consists of several State Series and
a National Series. The National Tax-Exempt Series seeks to provide maximum
income exempt from Federal income taxes; individual state series, each seeking
to maximize income exempt from Federal income taxes and from personal income
taxes in designated states, are available for Colorado, Georgia, Louisiana,
Maryland, Massachusetts, Michigan, Minnesota, Missouri, New York, Ohio, Oregon
and South Carolina.
o Seligman Tax-Exempt Series Trust: consists of California Tax-Exempt Quality
Series, California Tax-Exempt High-Yield Series, Florida Tax-Exempt Series and
North Carolina Tax-Exempt Series, each of which invests in tax-exempt securities
of its designated state.
All permitted exchanges will be based on the then current net asset values of
the respective funds. Telephone requests for exchanges must be received between
8:30 a.m. and 4:00 p.m. New York time, on any business day, by Seligman Data
Corp. at (800) 221-2450, and will be processed as of the close of business on
that day. The registration of an account into which an exchange is made must be
identical to the registration of the account from which shares are exchanged.
When establishing a new account by an exchange of shares, the shares being
exchanged must have a value of at least the minimum initial investment required
by the fund into which the exchange is being made. The method of receiving
distributions, unless otherwise indicated, will be carried over to the new fund
account, as will telephone services. Account services, such as Invest-A-Check(R)
Service, Directed Dividends and Automatic Cash Withdrawal Service, will not be
carried over to the new fund account unless specifically requested and permitted
by the new fund. Exchange orders may be placed to effect an exchange of a
specific number of shares, an exchange of shares equal to a specific dollar
amount or an exchange of all shares held. Shares for which certificates have
been issued may not be exchanged via telephone and may be exchanged only upon
receipt of an exchange request together with certificates representing shares to
be exchanged in form for transfer.
Telephone exchanges are only available to shareholders whose accounts are
registered individually, as joint tenancies or IRAs. The Exchange Privilege via
mail is generally applicable to investments in an IRA and other retirement
plans, although some restrictions may apply. The terms of the exchange offer
described herein may be modified at any time; and not all of the Seligman Mutual
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Funds are available to residents of all states. Before making any exchange, a
shareholder should contact an authorized investment dealer or Seligman Data
Corp. to obtain prospectuses of any of the Seligman Mutual Funds.
A broker/dealer of record will be able to effect exchanges on behalf of a
shareholder only if the broker/dealer has entered into a Telephone Exchange
Agreement with SFSI wherein the broker/dealer must agree to indemnify SFSI and
the Seligman Mutual Funds from any loss or liability incurred as a result of the
acceptance of telephone exchange orders. Written confirmation of all exchanges
will be forwarded to the shareholder to whom the exchanged shares are registered
and a duplicate confirmation will be sent to the broker/dealer of record.
SFSI reserves the right to reject any telephone exchange request. Any
rejected telephone exchange order may be processed by mail. For more information
about telephone exchanges, which, unless objected to, are assigned to certain
shareholders automatically, and the circumstances under which shareholders may
bear the risk of loss for a fraudulent transaction, see "Telephone Transactions"
above.
Exchanges of shares are sales, and may result in a gain or loss for Federal
income tax purposes.
FURTHER INFORMATION ABOUT TRANSACTIONS IN THE FUND
Because excessive trading (including short-term, "market timing" trading) can
hurt the Fund's performance, the Fund may refuse any exchange (1) from any
shareholder account from which there have been two exchanges in the preceding
three month period, or (2) where the exchanged shares equal in value the lesser
of $1,000,000 or 1% of the Fund's net assets. The Fund may also refuse any
exchange or purchase order from any shareholder account if the shareholder or
the shareholder's broker/dealer has been advised that previous patterns of
purchases and redemptions or exchanges have been considered excessive. Accounts
under common ownership or control, including those with the same taxpayer ID
number and those administered so as to redeem or purchase shares based upon
certain predetermined market indicators, will be considered one account for this
purpose. Additionally, the Fund reserves the right to refuse any order for the
purchase of shares.
DIVIDENDS AND DISTRIBUTIONS
Dividends payable from the Fund's net investment income are distributed at
least annually. Payments vary in amount depending on income received from
portfolio securities and the cost of operations. The Fund distributes
substantially all of any taxable net long-term and short-term gain realized on
investments to shareholders at least annually. Dividends and distributions will
generally be taxable to shareholders in the year in which they are declared by
the Fund if paid before February 1 of the following year.
Shareholders may elect (1) to receive both dividends and gain distributions
in shares; (2) to receive dividends in cash and gain distributions in shares; or
(3) to receive both dividends and gain distributions in cash. In the case of
prototype retirement plans, dividends and capital gain distributions are
reinvested in additional shares. Unless another election is made, dividends and
capital gain distributions will be credited to shareholder accounts in
additional shares of the Fund. Shares acquired through a dividend or gain
distribution and credited to a shareholder's account are not subject to an
initial sales load or a CDSL. Dividends and gain distributions paid in shares
are invested at the net asset value on the ex-dividend date. Shareholders may
elect to change their dividend and gain distribution options by writing Seligman
Data Corp. at the address listed below. If the shareholder has telephone
services, changes may also be telephoned to Seligman Data Corp. between 8:30
a.m. and 5:30 p.m. New York time, by either the shareholder or the broker/dealer
of record on the account. For information about telephone services, see
"Telephone Transactions." These elections must be received by Seligman Data
Corp. before the record date for the dividend or distribution in order to be
effective for such dividend or distribution.
The per share dividends from net investment income on Class D shares will be
lower than the per share dividends on Class A shares as a result of the higher
distribution fee applicable with respect to Class D shares. Per share dividends
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of the two classes may also differ to the extent of any differing class
expenses. Distributions of net capital gains, if any, will be paid in the same
amount for Class A and Class D shares. See "Purchase Of Shares--Valuation."
Shareholders exchanging shares of the Fund for shares of another Seligman
Mutual Fund will continue to receive dividends and gains as elected prior to
such exchange unless otherwise specified. In the event that a shareholder
redeems all shares in an account between the record date and the payable date,
the value of dividends or gain distributions declared and payable will be paid
in cash regardless of the existing election.
FEDERAL INCOME TAXES
The Fund intends to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended. For each year so qualified, the Fund
will not be subject to Federal income taxes on its net investment income and
capital gains, if any, realized during any taxable year, which it distributes to
its shareholders, provided that at least 90% of its net investment income and
net short-term capital gains are distributed to shareholders each year.
Dividends from net investment income and distributions from net short-term
capital gains are taxable as ordinary income to the shareholders, whether
received in cash or reinvested in additional shares, and, to the extent
designated as derived from the Fund's dividend income that would be eligible for
the dividends received deduction if the Fund were not a regulated investment
company, they are eligible, subject to certain restrictions, for the 70%
dividends received deduction for corporations.
Distributions of net capital gains, i.e., the excess of net long-term capital
gains over any net short-term capital losses, are taxable as long-term capital
gain, whether received in cash or invested in additional shares, regardless of
how long shares have been held by the shareholders; such distributions are not
eligible for the dividends received deduction allowed to corporate shareholders.
Shareholders receiving distributions in the form of additional shares issued by
the Fund will be treated for Federal income tax purposes as having received a
distribution in an amount equal to the fair market value on the date of
distribution of the shares received.
Any gain or loss realized upon a sale or redemption of shares in the Fund by
a shareholder who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than one
year and otherwise as a short-term capital gain or loss. Individual shareholders
will be subject to Federal income tax on net long-term capital gain at a maximum
rate of 28%. Net long-term capital gain of a corporate shareholder is taxed at
the same rate as ordinary income. However, if shares on which a long-term
capital gain distribution has been received are subsequently sold or redeemed
and such shares have been held for six months or less, any loss realized will be
treated as long-term capital loss to the extent that it offsets the long-term
capital gain distribution. In addition, no loss will be allowed on the sale or
other disposition of shares of the Fund if, within a period beginning 30 days
before the date of such sale or disposition and ending 30 days after such date,
the holder acquires (such as through dividend reinvestment) securities that are
substantially identical to the shares of the Fund.
In determining gain or loss on shares of the Fund that are sold or exchanged
within 90 days after acquisition, a shareholder generally will not be permitted
to include in the tax basis attributable to such shares the sales load incurred
in acquiring such shares to the extent of any subsequent reduction of the sales
load by reason of the Exchange or Reinstatement Privilege offered by the Fund.
Any sales load not taken into account in determining the tax basis of shares
sold or exchanged within 90 days after acquisition will be added to the
shareholder's tax basis in the shares acquired pursuant to the Exchange or
Reinstatement Privilege.
The Fund will generally be subject to an excise tax of 4% on the amount of
any income or capital gains, above certain permitted levels, distributed to
shareholders on a basis such that such income or gain is not taxable to
shareholders in the calendar year in which it was earned by the Fund.
Furthermore, dividends declared in October, November or December payable to
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shareholders of record on a specified date in such a month and paid in the
following January will be treated as having been paid by the Fund and received
by each shareholder in December. Under this rule, therefore, shareholders may be
taxed in one year on dividends or distributions actually received in January of
the following year.
Portions of the Fund's investment income may be subject to foreign income
taxes withheld at source. The Fund intends to operate so as to meet the
requirements of the Code to enable it, subject to certain limitations imposed by
the Code, to "pass through" to its shareholders credit for foreign taxes paid,
but there can be no assurance that the Fund will be able to do so. See "Taxes"
in the Statement of Additional Information.
If the Fund purchases shares in certain foreign investment entities, referred
to as "passive foreign investment companies," the Fund itself may be subject to
U.S. federal income tax, and an additional charge in the nature of interest, on
a portion of any "excess distribution" from such company or gain from the
disposition of such shares, even if the distribution or gain is paid by the Fund
as a dividend to its shareholders. If the Fund were able and elected to treat a
passive foreign investment company as a "qualified electing fund," in lieu of
the treatment described above, the Fund would be required each year to include
in income, and distribute to shareholders in accordance with the distribution
requirements set forth above, the Fund's pro rata share of the ordinary earnings
and net capital gains of the company, whether or not distributed to the Fund.
Unless a shareholder includes a certified taxpayer identification number
(social security number for individuals) on the Account Application and
certifies that the shareholder is not subject to backup withholding, the Fund is
required to withhold and remit to the U.S. Treasury a portion of distributions
and other reportable payments to the shareholder. The rate of backup withholding
is 31%. Shareholders should be aware that, under regulations promulgated by the
Internal Revenue Service, the Fund may be fined $50 annually for each account
for which a certified Taxpayer Identification Number is not provided. In the
event that such a fine is imposed, the Fund may charge a service fee of up to
$50 that may be debited from the shareholder's account and offset against any
undistributed dividends and capital gains distributions. The Fund also reserves
the right to close any account which does not have a certified Taxpayer
Identification Number.
Shareholders are urged to consult their tax advisers concerning the effect of
Federal income taxes in their individual circumstances.
SHAREHOLDER INFORMATION
Shareholders will be sent reports semi-annually regarding the Fund. General
information about the Fund may be requested by writing the Corporate
Communications/Investor Relations Department, J. & W. Seligman & Co.
Incorporated, 100 Park Avenue, New York, NY 10017 or telephoning the Corporate
Communications/Investor Relations Department toll-free by dialing (800) 221-7844
from all continental United States, except New York or (212) 850-1864 in New
York State and the greater New York City area. Information about shareholder
accounts (other than a retirement account) may be requested by writing
Shareholder Services, Seligman Data Corp. at the same address or by telephone
toll-free by dialing (800) 221-2450 from all continental United States. For
information about retirement accounts, call Pension Plan Services toll-free by
dialing (800) 445-1777 or write Pension Plan Services, Seligman Data Corp., at
the address above. Seligman Data Corp. may be telephoned Monday through Friday
(except holidays), between the hours of 8:30 a.m. and 6:00 p.m. New York time,
and calls will be answered by shareholder service representatives.
24 hour telephone access is available by dialing (800) 622-4597 on a
touchtone phone, which provides instant access to price, yield, account balance,
most recent transaction and other information. In addition, account statements
and Form 1099-DIV can be ordered. To insure prompt delivery of distribution
checks, account statements and other information, Seligman Data Corp. should be
notified immediately in writing of any address change. Address changes may be
telephoned to Seligman Data Corp. if the shareholder has telephone services. For
more information about telephone services, see "Telephone Transactions" above.
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Account Services. Shareholders are sent confirmation of financial
transactions.
Other investor services are available. These include:
o Invest-A-Check(R) Service enables a shareholder to authorize checks to be
drawn on a regular checking account at regular monthly intervals in fixed
amounts of $100 or more, or regular quarterly intervals in fixed amounts of $250
or more, to purchase Class A shares. Accounts may be established concurrently
with the Invest-A-Check Service with a $100 minimum in conjunction with the
monthly investment option, or a $250 minimum in conjunction with the quarterly
investment option (see "Terms and Conditions" on page 23).
o Automatic Dollar-Cost-Averaging Service permits a shareholder of Class A
shares of the Seligman Cash Management Fund to exchange a specified amount at
regular monthly intervals in fixed amounts of $100 or more, or regular quarterly
intervals in fixed amounts of $250 or more, into Class A shares of the Fund. The
shares of Seligman Cash Management Fund and the Fund must be registered in the
same name. The shareholder's account must have a dollar value of at least $5,000
at the initiation of the service. Exchanges will be made at the public offering
price.
o Dividends From Other Investments permits a shareholder to order dividends
payable on shares of other companies to be paid to and invested in additional
shares of the Fund. (Dividend checks must meet or exceed the required minimum
purchase amount and include the shareholder's name, the name of the Fund and the
class of shares in which the investment is to be made and the shareholder's Fund
account number.)
o Automatic CD Transfer Service permits a shareholder to instruct a bank to
invest the proceeds of a maturing bank certificate of deposit ("CD") in shares
of any designated Seligman Mutual Fund. Shareholders who wish to use this
service should contact Seligman Data Corp. or a broker to obtain the necessary
documentation. Banks may charge a penalty on CD assets withdrawn prior to
maturity. Accordingly, it will not normally be advisable to liquidate a CD
before its maturity.
o Payments at Regular Intervals can be made to a shareholder who owns or
purchases Class A shares worth $5,000 or more held as book credits under the
Automatic Cash Withdrawal Service. Holders of Class D shares may elect to use
this service with respect to shares that have been held for at least one year
(see "Terms and Conditions" on page 23).
o Directed Dividends allows a shareholder to pay dividends to another person
or to direct the payment of such dividends to another Seligman Mutual Fund for
purchase at net asset value. Dividends on Class A and Class D shares may be
directed only to shares of the same class of another Seligman Mutual Fund.
o Overnight Delivery to service shareholder requests is available for a
$15.00 fee which may be debited from a shareholder's account, if requested.
o Copies of Account Statements will be sent to each shareholder free of
charge for the current year and most recent prior year. Copies of year-end
statements for prior years are available for a fee of $10.00 per year, per
account, with a maximum charge of $150 per account. Statement requests should be
forwarded, along with a check payable to Seligman Data Corp.
o Tax-Deferred Retirement Plans. Shares of the Fund may be purchased for all
types of tax-deferred retirement plans. SFSI makes available plans, plan forms
and custody agreements for:
--Individual Retirement Accounts (IRAs);
--Simplified Employee Pension Plans (SEPs);
--Section 401(k) Plans for corporations and their employees;
--Section 403(b)(7) Plans for employees of public school systems and certain
non-profit organizations who wish to make deferred compensation arrangements;
and
--Pension and Profit Sharing Plans for sole proprietorships, corporations
and partnerships. These types of plans may be established only upon receipt of a
written application form.
Information may be requested by writing Pension Plan Services, Seligman Data
Corp., 100 Park Avenue, New York, NY 10017 or telephoning toll-free (800)
445-1777
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from all continental United States, or from an authorized dealer.
ADVERTISING THE FUND'S PERFORMANCE
From time to time the Fund shall advertise its "total return" and "average
annual total return", each of which are calculated separately for Class A and
Class D shares. These figures are based on historical earnings and are not
intended to indicate future performance. The "total return" shows what an
investment in shares of Class A and Class D of the Fund would have earned over a
specified period of time (for example, one, five and ten year periods or since
inception) assuming the payment of the maximum initial sales load, if any (or
CDSL upon redemption, if applicable), when the investment was made and that all
distributions and dividends paid by the Fund were reinvested on the reinvestment
dates during the period. The "average annual total return" is the annual rate
required for initial payment to grow to the amount which would be received at
the end of the specified period (one, five and ten year periods or since
inception), i.e., the average annual compound rate of return. Total return and
average annual total return may also be presented without the effect of an
maximum initial sales load or CDSL, as applicable. The waiver by the Manager and
Subadviser of their fees and reimbursement of certain expenses during certain
periods would positively affect the performance results quoted.
From time to time, reference may be made in advertising or promotional
material to performance information, including mutual fund rankings, prepared by
Lipper Analytical Service, Inc. ("Lipper"), an independent reporting service
that monitors the performance of mutual funds. In calculating the total return
of the Fund's Class A and Class D shares, the Lipper analysis assumes investment
of all dividends and distributions paid but does not take into account
applicable sales loads. The Fund may also refer in advertisements or in other
promotional material to articles, comments, listings and columns in the
financial press pertaining to the Fund's performance. Examples of such financial
press publications include Barron's, Business Week, CDA/Weisenberger Mutual Fund
Investment Report, Christian Science Monitor, Financial Planning, Financial
Times, Financial World, Forbes, Fortune, Individual Investor, Investment
Advisor, Investors Business Daily, Kiplinger's, Los Angeles Times, MONEY
Magazine, Morningstar, Inc., Pensions and Investments, The New York Times, USA
Today, U.S. News and World Report, The Wall Street Journal, Washington Post,
Worth Magazine and Your Money.
ORGANIZATION AND CAPITALIZATION
The Fund is a series of Seligman Henderson Global Fund Series, Inc., an
open-end investment company incorporated under the laws of the state of Maryland
on November 22, 1991. The Directors of the Corporation are authorized to issue,
create and classify shares of capital stock in separate series without further
action by shareholders. To date, shares of four series have been authorized,
which shares constitute interests in the Fund, in Seligman Henderson Global
Smaller Companies Fund, in Seligman Henderson Global Technology Fund, or in
Seligman Henderson International Fund. Shares of capital stock of each series
have a par value $.001 and are divided into two classes. Each share of the
Fund's Class A and Class D common stock is equal as to earnings, assets and
voting privileges, except that each class bears its own separate distribution
and certain extraordinary class expenses and has exclusive voting rights with
respect to any matter to which a separate vote of any class is required by the
1940 Act or Maryland law. The 1940 Act requires that where more than one class
exists, each class must be preferred over all other classes in respect of assets
specifically allocated to such class. In accordance with the Articles of
Incorporation, the Board of Directors may authorize the creation of additional
classes of common stock with such characteristics as are permitted by Rule 18f-3
under the 1940 Act. All shares have non-cumulative voting rights for the
election of directors. Each outstanding share is fully paid and non assessable,
and each is freely transferable. There are no liquidation, conversion or
preemptive rights. The Corporation acts as its own transfer agent.
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TERMS AND CONDITIONS
General Account Information
Investments will be made in as many shares, including fractions to the
third decimal place, as can be purchased at the net asset value plus a sales
load, if applicable, at the close of business on the day payment is received. If
a check in payment of a purchase of Fund shares is dishonored for any reason,
Seligman Data Corp. will cancel the purchase and may redeem additional shares,
if any, held in a shareholder's account in an amount sufficient to reimburse the
Fund for any loss it may have incurred and charge a $10.00 return check fee.
Stock certificates will not be issued, unless requested. Replacement stock
certificates will be subject to a surety fee.
Invest-A-Check(R) Service
The Invest-A-Check(R) Service is available to all shareholders. The
application is subject to acceptance by the shareholder's bank and Seligman Data
Corp. Checks in the amount specified will be invested in the shareholder's
account on the fifth day of each month (or on the prior business day if the
fifth day of the month falls on a weekend or holiday) in which an investment is
scheduled and invested at the public offering price, if applicable, at the close
of business on the same date. After the initial investment, the value of shares
held in the shareholder's account must equal not less than two regularly
scheduled investments. If a check is not honored by the shareholder's bank, or
if the value of shares held falls below the required minimum, the Service will
be suspended. In the event that a check is returned marked "unpaid," Seligman
Data Corp. will cancel the purchase, redeem shares held in the shareholder's
account for an amount sufficient to reimburse the Fund for any loss it may have
incurred as a result, and charge a $10.00 return check fee. This fee may be
debited to the shareholder's account. Service will be reinstated upon written
request indicating that the cause of interruption has been corrected. The
Service may be terminated by the shareholder or Seligman Data Corp. at any time
by written notice. The shareholder agrees to hold the Fund and its agents free
from all liability which may result from acts done in good faith and pursuant to
these terms. Instructions for establishing Invest-A-Check(R) Service are given
on the Account Application. In the event the shareholder exchanges all of the
shares from one Seligman Mutual Fund to another, the shareholder must re-apply
for the Invest-A-Check(R) Service in the Seligman Mutual Fund into which the
exchange was made. In the event of a partial exchange, the Invest-A-Check(R)
Service will be continued, subject to the above conditions, in the Seligman
Mutual Fund from which the exchange was made. If the shareholder uses the
Invest-A-Check(R) Service to make an IRA investment, the purchase will be
credited as a current year contribution. If the shareholder uses the Invest-
A-Check(R) Service to make an investment in a pension or profit sharing plan,
the purchase will be credited as a current year employer contribution.
Automatic Cash Withdrawal Service
The Automatic Cash Withdrawal Service is available to Class A shareholders
and to Class D shareholders with respect to Class D shares held for one year or
more. A sufficient number of full and fractional shares will be redeemed to
provide the amount required for a scheduled payment. Redemptions will be made at
the asset value at the close of business on the specific day designated by the
shareholder of each month (or on the prior business day if the day specified
falls on a weekend or holiday). The shareholder may change the amount of
scheduled payments or may suspend payments by written notice to Seligman Data
Corp. at least ten days prior to the effective date of such a change or
suspension. The Service may be terminated by the shareholder or Seligman Data
Corp. at any time by written notice. It will be terminated upon proper
notification of the death or legal incapacity of the shareholder. This Service
is considered terminated in the event a withdrawal of shares, other than to make
scheduled withdrawal payments, reduces the value of shares remaining on deposit
to less than $5,000. Continued payments in excess of dividend income invested
will reduce and ultimately exhaust capital. Withdrawals, concurrent with
purchases of shares of this or any other investment company, will be
disadvantageous because of the payment of duplicative sales loads, if
applicable. For this reason, additional purchases of Fund shares are discouraged
when the Withdrawal Service is in effect.
Letter of Intent -- Class A Shares Only
Seligman Financial Services, Inc. will hold in escrow shares equal to 5% of
the minimum purchase amount specified. Dividends and distributions on the
escrowed shares will be paid directly to the shareholder or credited to the
shareholder's account. All shares held in escrow will be deposited in the
shareholder's account in book credit form, or, if requested, delivered to the
shareholder upon completion of the Letter of Intent. The shareholder may include
the total asset value of shares of the mutual funds in the Seligman Group on
which a sales load was paid owned as of the date of a Letter of Intent toward
the completion of the Letter. If the total amount invested within the
thirteen-month period does not equal or exceed the specified minimum purchase,
the shareholder will be requested to pay the difference between the amount of
the sales load paid and the amount of the sales load applicable to the total
purchase made. If, within 20 days following the mailing of a written request,
the shareholder has not paid this additional sales load to Seligman Financial
Services, Inc., sufficient escrowed shares will be redeemed for payment of the
additional sales load. Shares remaining in escrow after this payment will be
released to the shareholder's account. The intended purchase amount may be
increased at any time during the thirteen-month period by filing a revised
Agreement for the same period, provided that the Dealer furnishes evidence that
an amount representing the reduction in sales load under the new Agreement,
which becomes applicable on purchases already made under the original Agreement,
will be refunded and that the required additional escrowed shares are being
furnished by the shareholder.
Shares of Seligman Cash Management Fund, Inc. which have been acquired by
an exchange of shares of another in the Seligman Mutual Fund on which there is a
sales load may be taken into account in completing a Letter of Intent, or for
Right of Accumulation. However, shares of this Fund which have been purchased
directly may not be used for purposes of determining reduced sales loads on
additional purchases of the other Seligman Mutual Funds.
23
<PAGE>
SELIGMAN HENDERSON
--------------------------------------------------------------------------------
SELIGMAN HENDERSON
--------------------------------------------------------------------------------
GLOBAL NEW
OPPORTUNITIES
FUND
--------------------------------------------------------------------------------
100 Park Avenue
New York, New York 10017
Investment Manager
J. & W. Seligman & Co.
Incorporated
100 Park Avenue
New York, New York 10017
Subadviser
Seligman Henderson Co.
100 Park Avenue
New York, New York 10017
General Distributor
Seligman Financial Services, Inc.
100 Park Avenue
New York, New York 10017
Shareholder Service Agent
Seligman Data Corp.
100 Park Avenue
New York, New York 10017
Custodian
Morgan Stanley Trust Company (NY)
1 Pierrepont Plaza
Brooklyn, New York 11201
General Counsel
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SELIGMAN HENDERSON
--------------------------------------------------------------------------------
GLOBAL NEW
OPPORTUNITIES
FUND
--------------------------------------------------------------------------------
A Global Capital
Appreciation Fund
--------------------------------------------------------------------------------
Prospectus
October , 1995
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
THE SELIGMAN GROUP OF FUNDS
Account Application
<S> <C>
Please make your investment check payable to
the "Seligman Group of Funds" and mail it
with this completed Application to: To open a Seligman IRA, SEP or Pension/
Profit Sharing Plan, a separate adoption
Seligman Data Corp. agreement is required. Please call
100 Park Avenue/2nd Floor Retirement Plan Services for more
New York, NY 10017 information at (800) 445-1777.
(800) 221-2450
===============================================================================================================================
1. ACCOUNT REGISTRATION
===============================================================================================================================
TYPE OF |_| Individual |_| Multiple Owners |_| Gift/Transfer to Minor |_| Other (Corporations, Trusts, Organizations,
ACCOUNT Use Line 1 Use Lines 1, 2 & 3 Use Line 4 Partnerships, etc.) Use Line 5
Multiple Owners will be registered as Joint Tenants with Right of Survivorship.
The first name and Social Security or Taxpayer ID Number on line 1, 4, or 5 below will be used for IRS reporting.
NAME (Minors cannot be legal owners) PLEASE PRINT OR TYPE
1. ________________________________________________________________________ ___________________________ ____________________
First Middle Last Social Security Number Birthdate
2. ________________________________________________________________________ ___________________________ ____________________
First Middle Last Social Security Number Birthdate
3. ________________________________________________________________________ ___________________________ ____________________
First Middle Last Social Security Number Birthdate
4. _________________________________________, as custodian for ________________________ under the _____________________________
Custodian (one only) Minor (one only) State
Uniform Gift/Transfer to Minors Act ______________________________ until age ____________________ _________________________
Minor's Social Security Number (Not more than 21) Minor's Birthdate
5. ________________________________________________________________________________ _______________________________________
Name of Corporation or Other Entity. If a Trust, also complete below. Taxpayer ID Number
TYPE OF TRUST ACCOUNT: |_| Trust |_| Guardianship |_| Conservatorship |_| Estate |_| Other ___________________________
Trustee/Fiduciary Name ___________________________________________________________ Trust Date ________________________________
Trust Name ___________________________________________________________ , for the benefit of (FBO) _____________________________
===============================================================================================================================
2. MAILING ADRESS
===============================================================================================================================
ADDRESS TELEPHONE
_________________________________________________________ (_________) __________________ (_________) ________________________
Street Address or P.O. Box Daytime Evening
_______________________________________________________________________ U.S. CITIZEN? |_| Yes |_| No ________________________
City State Zip If no, indicate country
===============================================================================================================================
3. INVESTMENT SELECTION
===============================================================================================================================
Please indicate the dollar amount(s) you would like to invest in the space provided below. Minimum initial investment is $1,000
per Fund except for accounts established pursuant to the Invest-A-Check(R) Service (see section 6-I. of this application). IF
MORE THAN ONE FUND IS SELECTED, ACCOUNTS MUST HAVE IDENTICAL REGISTRATIONS AND CLASS OF SHARES (except for Seligman Cash
Management Fund).
PLEASE CHOOSE ONE: |_| Class A Shares |_| Class D Shares Make check payable to: Seligman Group of Funds
$_____________ TOTAL AMOUNT, INVESTED AS FOLLOWS:
$_____________ *Seligman Communications $_____________ Seligman Common Stock Fund
and Information Fund $_____________ Seligman Income Fund
$_____________ Seligman Henderson $_____________ Seligman High-Yield Bond Fund
Global Technology Fund $_____________ Seligman U.S. Government Securities Fund
$_____________ Seligman Frontier Fund $_____________ Seligman National Tax-Exempt Fund
$_____________ Seligman Henderson Global $_____________ Seligman Tax-Exempt Fund (choose one):
Smaller Companies Fund CA-Qlty. |_| FL |_| MD |_| MN |_| NY |_| OR |_|
$_____________ Seligman Capital Fund CA-Hy. |_| GA |_| MA |_| MO |_| NC |_| PA |_|
$_____________ Seligman Growth Fund CO |_| LA |_| MI |_| NJ |_| OH |_| SC |_|
$_____________ Seligman Henderson
International Fund $_____________ Seligman Cash Management Fund (Class A only)
*Closed indefinitely to new investors after June 30, 1995; please contact your financial advisor for information on current
availability.
NO REDEMPTION PROCEEDS WILL BE REMITTED TO A SHAREHOLDER WITH RESPECT TO SHARES PURCHASED BY CHECK (UNLESS CERTIFIED) UNTIL
SELIGMAN DATA CORP. RECEIVES NOTICE THAT THE CHECK HAS CLEARED, WHICH MAY BE UP TO 15 DAYS FROM THE CREDIT OF THE SHARES TO THE
SHAREHOLDER'S ACCOUNT.
===============================================================================================================================
4. SIGNATURE AND CERTIFICATION
===============================================================================================================================
Under penalties of perjury I certify that the number shown on this form is my correct Taxpayer Identification Number (Social
Security Number) and that I am not subject to backup withholding either because I have not been notified that I am subject to
backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified
me that I am no longer subject to backup withholding. I certify to my legal capacity to purchase or redeem shares of each Fund
for my own Account, or for the Account of the organization named below. I have received and read the current Prospectus of each
Fund in which I am investing and appoint Seligman Data Corp. as my agent to act in accordance with my instructions herein.
A. ____________________________________________________________________________________________________________________________
Date Signature of Investor
B. ____________________________________________________________________________________________________________________________
Date Signature of Co-Investor, if any
===============================================================================================================================
5. BROKER/DEALER OR FINANCIAL ADVISOR DESIGNATION
===============================================================================================================================
____________________________________________________________ _____________________________________________________________
Firm Name Representative's Name
____________________________________________________________ _____________________________________________________________
Branch Office Address Representative's ID Number
____________________________________________________________ (__________) _________________________________________________
City State Zip Representative's Telephone Number
____________________________________________________________
Branch Number
</TABLE>
<PAGE>
<TABLE>
===============================================================================================================================
6. ACCOUNT OPTIONS AND SERVICES
===============================================================================================================================
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<S> <C>
A. DIVIDENDS |
AND GAIN | I choose the following options for each Fund listed: OPTION
DISTRIBUTION | ------
OPTIONS | 1 2 3 ______________________________
| Option 1. Dividends in shares, gain distributions in shares. |_| |_| |_| FUND NAME
| ______________________________
| Option 2. Dividends in cash, gain distributions in shares. |_| |_| |_| FUND NAME
| ______________________________
| Option 3. Dividends in cash, gain distributions in cash. |_| |_| |_| FUND NAME
-------------------------------------------------------------------------------------------------------------------
| NOTE: IF NO ELECTION IS MADE, OPTION 1. WILL AUTOMATICALLY BE PUT INTO EFFECT.
| All dividend and/or gain distributions taken in shares will be invested at net asset value.
------------------------------------------------------------------------------------------------------------------------------------
B. DIVIDEND |
DIRECTION | If you wish to have your dividend payments made to another party or Seligman Fund, please complete the
OPTION | following. I hereby authorize and request that my dividend payments from the following Fund(s)
| __________________ ___________________ ______________________ be made payable to:
| Fund Name Fund Name Fund Name
|
| Name __________________________________________ | Seligman Fund ______________________________________________
| |(If opening a new account, a minimum of $1,000 is required.)
| Address _______________________________________ |
| |
| City __________________________________________ | Account Number _____________________________________________
| | (For an existing account.)
| State, Zip ____________________________________ |
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C. LETTER OF |
INTENT | I intend to purchase, although I am not obligated to do so, additional shares of Seligman ___________________
SERVICE | Fund within a 13-month period which, together with the total asset value of shares owned, will aggregate at
(Class A only)| least:
| |_| $50,000 |_| $100,000 |_| $250,000 |_| $500,000 |_| $1,000,000 |_| $4,000,000
| I agree to the escrow provision listed under "Terms and Conditions" in the back of each Prospectus.
------------------------------------------------------------------------------------------------------------------------------------
D. RIGHT OF
ACCUMULATION | Please identify any additional Seligman Fund accounts eligible for the Right of Accumulation or to be used
(Class A only)| toward completion of a Letter of Intent, and check applicable box:
|
| |_| I am a trustee for the following accounts, which are held by the same trust, estate, or under the terms of a
| pension, profit sharing or other employee benefit trust qualified under section 401 of the Internal Revenue
| Code.
|
| |_| In calculating my holdings for Right of Accumulation or Letter of Intent purposes, I am including the
| following additional accounts which are registered in my name, in my spouse's name, or in the name(s) of
| my child(ren) under the age of 21.
|
| Name______________________________ Fund________________________________ Account #________________________
|
| Name______________________________ Fund________________________________ Account #________________________
|
| Name______________________________ Fund________________________________ Account #________________________
|
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E. AUTOMATIC |
CASH | Please send a check for $ __________ withdrawn from Seligman _______________________ Fund, beginning on the
WITHDRAWAL | _____ day of _______________ 19,_____, and thereafter on the day specified of every:
SERVICE |
(Class A, or | |_| Month |_| 3rd Month |_| 6th Month |_| 12th Month
Class D only |
after Class D | Make payments to: Name _____________________________________________________________________________________
shares are |
held for one | Address __________________________________________________________________________________
year |
| City _________________________________________ State ____________________ Zip___________
|
| Shares having a current value at offering price of $5,000 or more must be held in the account at initiation of
| Service, and all shares must be in "book credit" form.
------------------------------------------------------------------------------------------------------------------------------------
F. AUTOMATIC |
DOLLAR-COST- | I authorize Seligman Data Corp. to withdraw $_______________ (minimum: $100 monthly or $250 quarterly) from
AVERAGING | from my Seligman Cash Management Fund Class A account |_| Monthly or |_| Quarterly to purchase Class A
SINCERE | shares of Seligman ________________________________ Fund, beginning on the ______ day of ____________ 19 ____.
| Shares in the Seligman Cash Management Fund Class A account must have a current value of $5,000 at the
| initiation of Service and all shares must be in "book credit" form.
------------------------------------------------------------------------------------------------------------------------------------
G. EXPEDITED |
REDEMPTION | I hereby authorize Seligman Data Corp. to honor telephone or written instructions received from me without a
SERVICE, FOR | signature and believed by Seligman Data Corp. to be genuine for redemption. Proceeds will be wired ONLY to the
SELIGMAN | commercial bank listed below for credit to my account, or to my address of record. If Expedited Redemption
CASH MGMT. | Service is elected, no certificates for shares will be issued. I also understand and agree to the risks and
FUND ONLY | procedures outlined for all telephone transactions set forth in section 6-H. of this Application.
|
|
| Investment by |_| Check _____________________________________________________________________________________
| |_| Wire Name of Commercial Bank (Savings Bank May Not Be Used)
|
| ____________________________________ ______________________________ __________________________________________
| Bank Account Name Bank Account No. Bank Routing No.
|
| ______________________________________________________________________________________________________________
| Address of Bank City State Zip Code
|
|
| X____________________________________________________ X____________________________________________________
| Signature of Investor Date Signature of Co-Investor, if any Date
------------------------------------------------------------------------------------------------------------------------------------
H. TELEPHONE |
SERVICE | AVAILABLE FOR INDIVIDUAL OR JOINT TENANT ACCOUNTS ONLY
ELECTION | By completing this section, I understand that I may place the following requests by telephone:
| o Redemptions up to $50,000 o Exchanges
| o Address Changes o Dividend and/or Capital Gain Distribution Option Changes
|
| AUTHORIZATION
|
| I understand that the telephone services are optional and that by signing below I authorize the Funds, all
| other Seligman Funds with the same account number and registration which I currently own or in which I invest
| in the future, and Seligman Data Corp. ("SDC"), to act upon instructions received by telephone from me or any
| other person in accordance with the provisions regarding telephone services as set forth in the current
| prospectus of each such Fund, as amended from time to time. I understand that redemptions of uncertificated
| shares of up to $50,000 will be sent only to my account address of record, and only if such address has not
| changed within the 30 days preceding such request.
|
| Any telephone instructions given in respect of this account and any account into which exchanges are made are
| hereby ratified and I agree that neither the Fund(s) nor SDC will be liable for any loss, cost or expense for
| acting upon such telephone instructions reasonably believed to be genuine and in accordance with the
| procedures described in each prospectus, as amended from time to time. Such procedures include recording of
| telephone instructions, requesting personal and/or account information to verify a caller's identity and
| sending written confirmations of transactions. As a result of this policy, I may bear the risk of any loss
| due to unauthorized or fraudulent telephone instructions; provided, however, that if the Fund(s) or SDC fail
| to employ such procedures, the Fund(s) and/or SDC may be liable.
|
| To elect Telephone Services, please sign your name(s) as it appears on the first page of this Account
| Application.
|
| X___________________________________________________ X______________________________________________________
| Signature of Investor Date Signature of Co-Investor, if any Date
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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I. INVEST-A-CHECK(R) |
SERVICE | To start your Invest-A-Check(R) Service, fill out the "Bank Authorization to Honor Pre-Authorized Checks"
| below, and forward it with an unsigned bank check from your regular checking account (marked "void", if you
| wish).
|
| Please arrange with my bank to draw pre-authorized checks and invest the following dollar amounts (minimum:
| $100 monthly or $250 quarterly) in the designated Seligman Fund(s) as indicated:
|
| _________________________________________ $ _______________________ |_| Monthly |_| Quarterly
| Fund Name
| _________________________________________ $ _______________________ |_| Monthly |_| Quarterly
| Fund Name
| _________________________________________ $ _______________________ |_| Monthly |_| Quarterly
| Fund Name
|
| I understand that my checks will be drawn on the fifth day of the month, or prior business day, for the
| period designated. I have completed the "Bank Authorization to Honor Pre-Authorized Checks" below and have
| read and agree to the Terms and Conditions applicable to the Invest-A-Check(R) Service as set forth in each
| Prospectus and as set forth below in the Bank Authorization.
|
| X __________________________________________________________________________
| Signature of Investor (Please also sign Bank Authorization below.)
|
| X __________________________________________________________________________
| Signature of Co-Investor, if any
------------------------------------------------------------------------------------------------------------------------------------
BANK AUTHORIZATION TO HONOR PRE-AUTHORIZED CHECKS
------------------------------------------------------------------------------------------------------------------------------------
To: ______________________________________________________________________________________________________________________________
(Name of Bank)
__________________________________________________________________________________________________________________________________
Address of Bank or Branch (Street, City, State and Zip)
Please honor pre-authorized checks drawn on my account by Seligman Data Corp., 100 Park Avenue, New York, N.Y. 10017, to the
order of the Fund(s) designated below:
_____________________________________________________________________ $ ________________________ |_| Monthly |_| Quarterly
Fund Name
_____________________________________________________________________ $ ________________________ |_| Monthly |_| Quarterly
Fund Name
_____________________________________________________________________ $ ________________________ |_| Monthly |_| Quarterly
Fund Name
and charge them to my regular checking account. Your authority to do so shall continue until you receive written notice from me
revoking it. You may terminate your participation in this arrangement at any time by written notice to me.
I agree that your rights with respect to each pre-authorized check shall be the same as if it were a check drawn and signed by
me. I further agree that should any such check be dishonored, with or without cause, intentionally or inadvertently, you shall be
under no liability whatsoever.
__________________________________________________ _________________________________________________________________________
Checking Account Number Name(s) of Depositor(s) -- Please Print
X _________________________________________________________________________
Signature(s) of Depositor(s) -- As Carried by Bank
X _________________________________________________________________________
____________________________________________________________________________________________________________________________________
Address (Street) | (City) | (State, Zip)
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
To the Bank Designated above:
Your depositor(s) named in the above form has instructed us to establish the Invest-A-Check(R) Service for his convenience. Under
the terms of the Service, your depositor(s) has pre-authorized checks to be drawn against his account in a specific amount at
regular intervals to the order of the designated Fund(s). Checks presented to you will be magnetic-ink coded and will otherwise
conform to specifications of the American Bankers Association.
A letter of indemnification addressed to you and signed by Seligman Financial Services, Inc., general distributor of the Seligman
Mutual Funds, appears below.
If there is anything we can do to help you in giving your depositor(s) this additional Service which he has requested, please let
us know.
SELIGMAN DATA CORP.
INDEMNIFICATION AGREEMENT
To the Bank designated above:
SELIGMAN FINANCIAL SERVICES, INC., distributor of the shares of the Seligman Mutual Funds, hereby agrees:
(1) To indemnify and hold you harmless against any loss, damage, claim or suit, and any costs or expenses reasonably incurred in
connection therewith, either (a) arising as a consequence of your actions in connection with the execution and issuance of any
check or draft, whether or not genuine, purporting to be executed by Seligman Data Corp. and received by you in the regular
course of business for the purpose of payment, or (b) resulting from the dishonor of any such check or draft, with or without
cause and intentionally or inadvertently, even though such dishonor results in suspension or termination of the Invest-A-Check(R)
Service pursuant to which such checks or drafts are drawn.
(2) To refund to you any amount erroneously paid by you on any such check or draft, provided claim for any such payment is made
within 12 months after the date of payment.
SELIGMAN FINANCIAL SERVICES, INC. /s/ Stephen J. Hodgdon
President
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
J. CHECK | Available to shareholders who own or purchase shares having a value of at least $25,000 invested in any of the
REDEMPTION | following: Seligman High-Yield Bond Fund, Seligman Income Fund, Seligman U.S. Government Securities Fund, and
SERVICE | any Seligman Tax-Exempt Fund, or $2,000 invested in Seligman Cash Management Fund.
(Class A only) |
| If you wish to use this service, you must complete Section 4 and the Signature Card below. Shareholders
| electing this service are subject to the conditions of the Terms and Conditions in the back of each
| Prospectus.
------------------------------------------------------------------------------------------------------------------------------------
CHECK WRITING SIGNATURE CARD
Authorized Signature(s)
_____________________________________________________________________ 1.________________________________________________________
Name of Fund for Check Redemption Service
_____________________________________________________________________ 2.________________________________________________________
Name of Fund for Check Redemption Service
_____________________________________________________________________ 3.________________________________________________________
Name of Fund for Check Redemption Service
_____________________________________________________________________ 4.________________________________________________________
Account Number (If known)
_____________________________________________________________________
Account Registration (Please Print)
|_| Check here if only one signature is required on checks.
|_| Check here if a combination of signatures is required and specify the number: _____________________________________________.
ACCOUNTS IN THE NAMES OF CORPORATIONS, TRUSTS, PARTNERSHIPS, ETC., MUST INDICATE THE LEGAL TITLES OF ALL AUTHORIZED SIGNATORIES.
SHAREHOLDERS ELECTING THIS SERVICE ARE SUBJECT TO THE TERMS AND CONDITIONS LISTED IN THE PROSPECTUS.
</TABLE>
<PAGE>
Managed by
J. & W. SELIGMAN & CO.
INCORPORATED
Investment Managers and Advisors
JWS23 5/95 ESTABLISHED 1864
<PAGE>
SELIGMAN HENDERSON GLOBAL NEW OPPORTUNITIES FUND
A Series Of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
STATEMENT OF ADDITIONAL INFORMATION
October ___, 1995
100 Park Avenue
New York, New York 10017
New York City Telephone (212) 850-1864
Toll Free Telephone: (800) 221-2450 - all continental United States
For Retirement Plan Information - Toll-Free Telephone: (800) 445-1777
This Statement of Additional Information expands upon and supplements
the information contained in the current Prospectus of Seligman Henderson Global
New Opportunities Fund (the "Fund"), a series of Seligman Henderson Global Fund
Series, Inc. (the "Corporation"), dated October _____, 1995. It should be read
in conjunction with the Prospectus, which may be obtained by writing or calling
the Fund at the above address or telephone numbers. This Statement of Additional
Information, although not in itself a Prospectus, is incorporated by reference
into the Prospectus in its entirety.
The Fund offers two classes of shares. Class A shares may be purchased
at net asset value plus a sales load of up to 4.75%. Class D shares may be
purchased at net asset value and are subject to a contingent deferred sales load
("CDSL") of 1% if redeemed within one year.
Each Class A and Class D share represents an identical legal interest
in the investment portfolio of the Fund and has the same rights except for
certain extraordinary class expenses and except that Class D shares bear a
higher distribution fee that generally will cause the Class D shares to have a
higher expense ratio and pay lower dividends than Class A shares. Each Class has
exclusive voting rights with respect to its distribution plan. Although holders
of Class A and Class D shares have identical legal rights, the different
expenses borne by each Class will result in different net asset values and
dividends. The two classes also have different exchange privileges.
TABLE OF CONTENTS
Page
Investment Objective, Policies and Risks.... 2
Investment Limitations...................... 4
Directors And Officers...................... 5
Management And Expenses..................... 10
Administration, Shareholder Services
And Distribution Plan..................... 11
Portfolio Transactions...................... 11
Purchase And Redemption Of
Fund Shares............................... 12
Distribution Services....................... 14
Valuation................................... 14
Taxes....................................... 15
Performance Information..................... 17
General Information......................... 17
Financial Statements........................ 17
Appendix A.................................. 19
Appendix B.................................. 21
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RISKS
The Fund seeks capital appreciation by investing primarily in equity
securities of companies that have the potential to benefit from global economic
or social trends that the Subadviser believes are reshaping the world as it
moves towards to new millennium. There can be no assurance that the Fund will
achieve its investment objective. The following information regarding the Fund's
investment policies supplements the information contained in the Prospectus.
Purchasing Put Options on Securities. The Fund may purchase put options to
protect its portfolio holdings in an underlying security against a decline in
market value. This hedge protection is provided during the life of the put
option since the Fund, as holder of the put option, can sell the underlying
security at the put exercise price regardless of any decline in the underlying
security's market price. In order for a put option to be profitable, the market
price of the underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs. By using put options in this
manner, the Fund will reduce any profit it might otherwise have realized in the
underlying security by the premium paid for the put option and by transaction
costs.
Because a purchased put option gives the purchaser a right and not an
obligation, the purchaser is not required to exercise the option. If the
underlying position incurs a gain, the Fund would let the put option expire
resulting in a reduced profit on the underlying security equal to the cost of
the put option. The cost of the put option is limited to the premium plus
commission paid. The Fund's maximum financial exposure will be limited to these
costs.
The Fund may purchase options listed on public exchanges as well as
over-the-counter. Options listed on an exchange are generally considered very
liquid. OTC options are considered less liquid, and therefore, will only be
considered where there is not a comparable listed option. Because options will
be used solely for hedging and due to their relatively low cost and short
duration, liquidity is not a significant concern.
The Fund's ability to engage in option transactions may be limited by
tax considerations.
Foreign Currency Transactions. A forward foreign currency exchange contract is
an agreement to purchase or sell a specific currency at a future date and at a
price set at the time the contract is entered into. The Fund will generally
enter into forward foreign currency exchange contracts to fix the US dollar
value of a security it has agreed to buy or sell for the period between the date
the trade was entered into and the date the security is delivered and paid for,
or, to hedge the US dollar value of securities it owns.
The Fund may enter into a forward contract to sell or buy the amount of
a foreign currency it believes may experience a substantial movement against the
US dollar. In this case the contract would approximate the value of some or all
of the Fund's portfolio securities denominated in such foreign currency. Under
normal circumstances, the Subadviser will limit forward currency contracts to
not greater than 75% of the Fund's portfolio position in any one country or of
the date the contract is entered into. This limitation will be measured at the
point the hedging transaction is entered into by the Fund. The Executive
Committee of the Fund will approve the entering into of forward currency
contracts in excess of 75% of the Fund's portfolio position in any one country
as of the date of the contract is entered into. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movement in the value of those
securities between the date the forward contract is entered into and the date it
matures. The projection of short-term currency market movement is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Under certain circumstances, the Fund may commit a substantial
portion or the entire value of its assets to the consummation of these
contracts. The Subadviser will consider the effect a substantial commitment of
its assets to forward contracts would have on the investment program of the Fund
and its ability to purchase additional securities.
Except as set forth above and immediately below, the Fund will also not
enter into such forward contracts or maintain a net exposure to such contracts
where the consummation of the contracts would oblige the Fund to deliver an
amount of foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency. The Fund in order to
avoid excess transactions and transaction costs, may nonetheless maintain a net
exposure to forward contracts in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency provided the excess
amount is "covered" by cash or liquid, high-grade debt securities, denominated
2
<PAGE>
in any currency, at least equal at all times to the amount of such excess. Under
normal circumstances, consideration of the prospect for currency parities will
be incorporated into the longer-term investment decisions made with regard to
overall diversification strategies. However, the Subadviser believes that it is
important to have the flexibility to enter into such forward contracts when it
determines that the best interests of the Fund will be served.
At the maturity of a forward contract, the Fund may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract obligating it to purchase, on
the same maturity date, the same amount of the foreign currency.
As indicated above, it is impossible to forecast with absolute
precision the market value of portfolio securities at the expiration of the
forward contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of foreign
currency the Fund is obligated to deliver and if a decision is made to sell the
security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of the portfolio security if its market value exceeds the amount of
foreign currency the Fund is obligated to deliver. However, the Fund may use
liquid, high-grade debt securities, denominated in any currency, to cover the
amount by which the value of a forward contract exceeds the value of the
securities to which it relates.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, the Fund
will suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.
The Fund's dealing in forward foreign currency exchange contracts will
be limited to the transactions described above. Of course, the Fund is not
required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate by
the Subadviser. It also should be realized that this method of hedging against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date. Additionally, although such contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency, at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.
Investors should be aware of the costs of currency conversion. Although
foreign exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (the "spread") between the prices at which they
are buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to the Fund at one rate, while offering a lesser rate of
exchange should the Fund desire to resell that currency to the dealer.
Other Investment Policies
Borrowing. The Fund may from time to time borrow money for temporary,
extraordinary or emergency purposes in an amount up to 5% of its total assets
from banks at prevailing interest rates and invest the funds in additional
securities. The Fund's borrowings are limited so that immediately after such
borrowing the value of the Fund's assets (including borrowings) less its
liabilities (not including borrowings) is at least three times the amount of the
borrowings. Should the Fund, for any reason, have borrowings that do not meet
the above test then within three business days, the Fund must reduce such
borrowings so as to meet the foregoing test. Under these circumstances, the Fund
may have to liquidate portfolio securities at a time when it is disadvantageous
to do so. Gains made with additional funds borrowed will generally cause the net
asset value of the Fund's shares to rise faster than could be the case without
borrowings. Conversely, if investment results fail to cover the cost of
borrowings, the net asset value of the Fund could decrease faster than if there
had been no borrowings.
3
<PAGE>
Lending of Portfolio Securities. The Fund may lend portfolio securities to
certain institutional borrowers of securities and may invest the cash collateral
and obtain additional income or receive an agreed upon amount of interest from
the borrower. Loans made by the Fund will generally be short-term. Loans are
subject to termination at the option of the Fund or the borrower. The Fund may
pay reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker. The Fund does not have the right
to vote securities on loan, but would terminate the loan and regain the right to
vote if that were considered important with respect to the investment.
Except as otherwise specifically noted above, the Fund's investment
policies are not fundamental and the Board of Directors of the Fund may change
such policies without the vote of a majority of the Fund's outstanding voting
securities (as defined below).
Portfolio Turnover. The Fund may generally change its portfolio investments at
any time in accordance with the Subadviser's appraisal of factors affecting any
particular issuer or the market or economy in general. The Fund anticipates that
its annual rate of portfolio turnover will not exceed 100%.
INVESTMENT LIMITATIONS
Under the Fund's fundamental policies, which cannot be changed except
by vote of a majority of the Fund's outstanding voting securities, the Fund may
not:
1. As to 75% of the value of its total assets, invest more than 5% of its
total assets, at market value, in the securities of any one issuer (except
securities issued or guaranteed by the US Government, its agencies or
instrumentalities).
2. Invest more than 25% of its total assets, at market value, in the
securities of issuers principally engaged in the same industry (except
securities issued or guaranteed by the US Government, its agencies or
instrumentalities).
3. Own more than 10% of the outstanding voting securities of any issuer, or
more than 10% of any class of securities of one issuer.
4. Invest more than 5% of the value of its total assets, at market value, in
the securities of issuers which, with their predecessors, have been in
business less than three years; provided, however, that securities
guaranteed by a company that (including predecessors) has been in
operation at least three continuous years shall be excluded from this
limitation.
5. Purchase securities of open-end or closed-end investment companies, except
as permitted by the Investment Company Act of 1940, as amended (the "1940
Act") and other applicable law.
6. Invest in warrants if, at the time of acquisition, the investment in
warrants, valued at the lower of cost or market value, would exceed 5% of
the Fund's net assets. For purposes of this restriction, warrants acquired
by the Fund in units or attached to securities may be deemed to have been
purchased without cost.
7. Make loans of money or securities other than (a) through the purchase of
securities in accordance with the Fund's investment objective, (b) through
repurchase agreements and (c) by lending portfolio securities in an amount
not to exceed 33 1/3% of the Fund's total assets.
8. Issue senior securities or borrow money except from banks and then in
amounts not in excess of 5% of its total assets, as described in the
Prospectus and on page 7 herein.
9. Buy any securities or other property on margin (except for such short-term
credits as are necessary for the clearance of transactions).
10. Invest in companies for the purpose of exercising control or management.
4
<PAGE>
11. Underwrite securities of other issuers except to the extent that the Fund
may be deemed an underwriter when purchasing or selling portfolio
securities.
12. Purchase or retain securities of any issuer (other than the shares of the
Fund) if to the Fund's knowledge, those officers and directors of the Fund
and the officers and directors of the Manager or Subadviser, who
individually own beneficially more than 1/2 of 1% of the outstanding
securities of such issuer, together own beneficially more than 5% of such
outstanding securities.
13. Purchase or sell real estate (although it may purchase securities secured
by real estate interests or interests therein, or issued by companies or
investment trusts that invest in real estate or interests therein).
14. Make short sales except short sales against-the-box.
Although not a fundamental policy subject to shareholder vote, as long
as the Fund's shares are registered in certain states, it shall not (i) invest
in interests in oil, gas or other mineral exploration or development programs or
in mineral leases, (ii) invest more than 2% of its assets in warrants not listed
on the New York or American Stock Exchange, (iii) invest in real estate limited
partnerships or (iv) invest in commodities except for commodity futures
contracts and options as permitted pursuant to Regulation 4.5 under the
Commodities Exchange Act.
Under the 1940 Act, a "vote of a majority of the outstanding voting
securities" of the Fund means the affirmative vote of the lesser of (l) more
than 50% of the outstanding shares of the Fund or (2) 67% or more of the shares
present at a shareholders' meeting if more than 50% of the outstanding shares
are represented at the meeting in person or by proxy.
DIRECTORS AND OFFICERS
Directors and officers of the Corporation, together with information as
to their principal business occupations during the past five years are shown
below. Each Director who is an "interested person" of the Fund, as defined in
the 1940 Act, is indicated by an asterisk. Unless otherwise indicated, their
addresses are 100 Park Avenue, New York, NY 10017.
WILLIAMC.MORRIS* Director, Chairman of the Board, Chief
(57) Executive Officer and Chairman of the Executive
Committee
Managing Director, Chairman and President, J. &
W. Seligman & Co. Incorporated, investment
managers and advisors; and Seligman Advisors,
Inc., advisors; Chairman and Chief Executive
Officer, the Seligman Group of Investment
Companies; Chairman, Seligman Financial
Services, Inc., distributor; Seligman Holdings,
Inc., holding company; Seligman Services, Inc.,
broker/dealer; and Carbo Ceramics Inc., ceramic
proppants for oil and gas industry; Director or
Trustee, Seligman Data Corp. (formerly Union
Data Service Center, Inc.), shareholder service
agent; Daniel Industries, Inc., manufacturer of
oil and gas metering equipment; Kerr-McGee
Corporation, diversified energy company; and
Sarah Lawrence College; and a Member of the
Board of Governors of the Investment Company
Institute; formerly, Chairman, Seligman
Securities, Inc., broker/dealer; and J. & W.
Seligman Trust Company, trust company.
RONALD T. SCHROEDER* Director, President and Member of the Executive
(47) Committee
Director, Managing Director and Chief
Investment Officer, J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Managing Director and Chief Investment Officer,
Seligman Advisors, Inc., advisors; Director or
Trustee and President and Chief Investment
Officer, Tri-Continental Corporation,
closed-end investment company and the open-end
investment companies in the Seligman Group of
Investment Companies; Director and President,
Seligman Holdings, Inc., holding company;
Director, Seligman Financial Services, Inc.,
distributor; Seligman Data Corp., shareholder
service agent; Seligman Quality Municipal Fund,
Inc. and Seligman Select Municipal Fund, Inc.,
closed-end investment companies; Seligman
Henderson Co., advisors; and Seligman Services,
Inc., broker/dealer; formerly, Director, J. &
W. Seligman Trust Company, trust company; and
Seligman Securities, Inc., broker/dealer.
5
<PAGE>
FRED E. BROWN* Director
(82)
Director and Consultant, J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Director or Trustee, Tri-Continental
Corporation, closed-end investment company; and
the open-end investment companies in the
Seligman Group of Investment Companies;
Director, Seligman Financial Services, Inc.,
distributor; Seligman Quality Municipal Fund,
Inc. and Seligman Select Municipal Fund, Inc.,
closed-end investment companies; Seligman
Services Inc., broker/dealer; Trustee, Trudeau
Institute, nonprofit bio-medical research
organization; Lake Placid Center for the Arts,
cultural organization; Lake Placid Education
Foundation, education foundation; formerly,
Director, J. & W. Seligman Trust Company, trust
company; and Seligman Securities, Inc.,
broker/dealer.
JOHN R. GALVIN Director
(66)
Dean of the Fletcher School of Law and
Diplomacy at Tufts University; Director or
Trustee, the Seligman Group of Investment
Companies; Chairman of the American Council on
Germany; a Governor of the Center for Creative
Leadership; Director of USLIFE and the
Institute for Defense Analysis; Ambassador,
U.S. State Department; and Consultant of
Thomson CSF (electronics). Tufts University,
Packard Avenue, Medford, MA 02155
ALICE S. ILCHMAN Director
(60)
President, Sarah Lawrence College; Director or
Trustee, the Seligman Group of Investment
Companies; Chairman, The Rockefeller
Foundation, charitable foundation; Director or
Trustee, NYNEX telephone company; and the
Committee for Economic Development; formerly,
Trustee, The Markle Foundation, philanthropic
organization; and Director, International
Research and Exchange Board, intellectual
exchanges.
Sarah Lawrence College, Bronxville, New York
10708
FRANK A. McPHERSON Director
(62)
Chairman of the Board and Chief Executive
Officer, Kerr-McGee Corporation; Director or
Trustee, the Seligman Group of Investment
Companies; Chairman and Director of Baptist
Medical Center; Chairman of Oklahoma City
Public Schools Foundation; Director of
Kimberly-Clark Corporation; American Petroleum
Institute; Oklahoma City Chamber of Commerce;
Oklahoma Chapter of the Nature Conservancy;
Oklahoma Foundation for Excellence; Oklahoma
Medical Research Foundation; Oklahoma State
Chamber of Commerce; Oklahoma Academy for State
Goals; United Way Advisory Board; University of
Oklahoma Health Science Center Board of
Visitors; and a Member of The Business
Roundtable, National Petroleum Council and
University of Oklahoma College of Medicine
Advisory Committee. Kerr-McGee Corporation,
P.O. Box 25861, Oklahoma City, OK 73102
6
<PAGE>
JOHN E. MEROW* Director
(65)
Partner (formerly, Chairman and Senior
Partner), Sullivan & Cromwell, law firm;
Director or Trustee, the Seligman Group of
Investment Companies; Commonwealth Aluminum
Corp; Commonwealth Aluminum Lewisport, Inc;
Kaiser Aluminum & Chemical Corp; The Municipal
Art Society of New York; the U.S. Council for
International Business and the U.S.-New Zealand
Council; American Friends of the Australian
National Gallery, Inc.; Chairman, American
Australian Association; Member of the American
Law Institute and Council on Foreign Relations;
Member of the Board of Governors of Foreign
Policy Association and New York Hospital.
125 Broad Street, New York, NY 10004
BETSY S. MICHEL Director
(53)
Attorney; Director or Trustee, the Seligman
Group of Investment Companies; National
Association of Independent Schools (Washington,
D.C.), education; Chairman of the Board of
Trustees of St. George's School (Newport, RI).
St. Bernard's Road, P.O. Box 449, Gladstone, NJ
07934
JAMES C. PITNEY Director
(69)
Partner, Pitney, Hardin, Kipp & Szuch, law
firm; Director or Trustee, the Seligman Group
of Investment Companies; Public Service
Enterprise Group, public utility.
Park Avenue at Morris County, P.O. Box 1945,
Morristown, NJ 07962-1945
JAMES Q. RIORDAN Director
(67)
Director, Various Corporations; Director or
Trustee, the Seligman Group of Investment
Companies; The Brooklyn Museum; The Brooklyn
Union Gas Company; The Committee for Economic
Development; Dow Jones & Co., Inc.; Public
Broadcasting Service; formerly, Co-Chairman of
the Policy Council of the Tax Foundation;
Director and Vice Chairman, Mobil Corporation;
Director, Tesoro Petroleum Companies, Inc.; and
Director and President, Bekaert Corporation.
675 Third Avenue, Suite 3004, New York, NY
10017
ROBERT L. SHAFER Director
(63)
Vice President, Pfizer Inc., pharmaceuticals;
Director or Trustee, the Seligman Group of
Investment Companies; and USLIFE Corporation,
life insurance.
235 East 42nd Street, New York, NY 10017
JAMES N. WHITSON Director
(60)
Executive Vice President, Chief Operating
Officer and Director, Sammons Enterprises,
Inc.; Director or Trustee, Red Man Pipe and
Supply Company, piping and other materials; the
Seligman Group of Investment Companies;
Director, C-SPAN. 300 Crescent Court, Suite
700, Dallas, TX 75201
7
<PAGE>
BRIAN T. ZINO* Director and Member of the Executive Committee
(42)
Managing Director (formerly, Chief
Administrative and Financial Officer), J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Director or Trustee, the
Seligman Group of Investment Companies;
Chairman, Seligman Data Corp., shareholder
service agent; Director, Seligman Financial
Services, Inc., distributor; Seligman Services,
Inc., broker/dealer; Senior Vice President,
Seligman Henderson Co., advisors; formerly,
Director and Secretary, Chuo Trust - JWS
Advisors, Inc., advisors; and Director,
Seligman Securities, Inc., broker/dealer; and
J. & W. Seligman Trust Company, trust company.
BRIAN ASHFORD-RUSSELL Vice President
(35)
Portfolio Manager, Henderson Administration
Group plc; formerly, Portfolio Manager, Touche
Remnant & Co.
PAUL H. WICK Vice President
(32)
Managing Director (formerly, Vice President,
Investment Officer), J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Vice President and/or Portfolio Manager, four
other open-end investment companies with the
Seligman Group of Investment Companies; Senior
Vice President and Portfolio Manager, Chuo
Trust-JWS Advisors, Inc., advisors; Portfolio
Manager, Seligman Henderson Co., advisors.
LORIS MUZZATTI Vice President
(38)
Managing Director (formerly, Vice President)
and Portfolio Manager), J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Vice President and/or Portfolio Manager, three
other open-end investment companies in the
Seligman Group of Investment Companies.
NITIN MEHTA Vice President
(34)
Portfolio Manager, Henderson Administration
Group plc; formerly, Head of Currency
Management and Derivatives at Quorum Capital
Management; consultant, International Finance
Corporation and Head of Equity Investment at
Shearson Lehman Global Asset Management.
LAWRENCE P. VOGEL Vice President
(38)
Senior Vice President, Finance, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Seligman Financial
Services, Inc., distributor; and Seligman
Advisors, Inc., advisors; Vice President
(formerly, Treasurer), the Seligman Group of
Investment Companies; Senior Vice President,
Finance (formerly, Treasurer), Seligman Data
Corp., shareholder service agent; Treasurer,
Seligman Holdings, Inc., holding company; and
Seligman Henderson Co., advisors; formerly,
Senior Vice President, Seligman Securities,
Inc., broker/dealer; Vice President, Finance,
J. & W. Seligman Trust Company; and Senior
Audit Manager, Price Waterhouse, independent
accountants.
8
<PAGE>
FRANK J. NASTA Secretary
(30)
Secretary, the Seligman Group of Investment
Companies; and Seligman Data Corp., Vice
President, Law and Regulation and Assistant
General Counsel, J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
formerly, attorney, Seward & Kissel.
THOMAS G. ROSE Treasurer
(37)
Treasurer, the Seligman Group of Investment
Companies; and Seligman Data Corp., shareholder
service agent; formerly, Treasurer, American
Investors Advisors, Inc. and the American
Investors Family of Funds.
The Executive Committee of the Board acts on behalf of the Board
between meetings to determine the value of securities and assets owned by the
Fund for which no market valuation is available and to elect or appoint officers
of the Corporation to serve until the next meeting of the Board.
<TABLE>
<CAPTION>
Compensation Table
Aggregate Pension or Total Compensation
Compensation Retirement Benefits from Registrant and
Name of Person, from Registrant Accrued as part of Fund Complex Paid
Postion with Registrant (1) Fund Expenses to Directors (2)
----------------------- -------------- ----------------- --------------------
<S> <C> <C> <C>
William C. Morris, Director N/A N/A N/A
Ronald T. Schroeder, Director N/A N/A N/A
Fred E. Brown, Director N/A N/A N/A
Alice S. Ilchman, Director $2,288.75 N/A $67,000.00
John E. Merow, Director $2,288.75(d) N/A $66,000.00(d)
Betsy S. Michel, Director $2,288.75 N/A $66,000.00
James C. Pitney, Director $2,284.75 N/A $67,000.00
James Q. Riordan, Director $2,288.75 N/A $66,000.00
Robert L. Shafer, Director $2,288.75 N/A $66,000.00
James N. Whitson, Director $2,288.75(d) N/A $66,000.00(d)
Brian T. Zino, Director N/A N/A N/A
</TABLE>
(1) Based on remuneration received by Directors for the Corporation's other
three series for the fiscal year ended October 31, 1994.
(2) As defined in the Fund's Prospectus, the Seligman Group of Investment
Companies consists of seventeen investment companies.
(d) Deferred. The total amounts of deferred compensation (including interest)
payable to Messrs. Merow, Pitney and Whitson as of October 31, 1994 were $5,593,
$1,517 and $3,405, respectively. Mr. Pitney no longer defers current
compensation.
The Corporation has a compensation arrangement under which outside
directors may elect to defer receiving their fees. Under this arrangement,
interest will be accrued on the deferred balances. The annual cost of such
interest will be included in the directors' fees and expenses, and the
accumulated balance thereof will be included in other liabilities in the Fund's
financial statements. Directors and officers of the Corporation are also
directors and officers of some or all of the other investment companies in the
Seligman Group. No Directors or officers of the Corporation as a group owned
directly or indirectly shares of the Fund's Class A or Class D capital stock as
of July 31, 1995.
9
<PAGE>
MANAGEMENT AND EXPENSES
As indicated in the Prospectus, under the Management Agreement dated
March 19, 1992, subject to the control of the Board of Directors, J. & W.
Seligman & Co. Incorporated (the "Manager") administers the business and other
affairs of the Fund. The Manager provides the Fund with such office space,
administrative and other services and executive and other personnel as are
necessary for Fund operations. The Manager pays all of the compensation of
Directors of the Corporation who are employees, consultants and/or directors of
the Manager and of the officers and employees of the Corporation. The Manager
also provides senior management for Seligman Data Corp., the Fund's shareholder
service agent. The Fund pays the Manager a management fee for its services,
calculated daily and payable monthly, equal to 1.00% per annum of the daily net
assets of the Fund of which .90% is paid to Seligman Henderson Co. (the
"Subadviser").
The Fund pays all its expenses other than those assumed by the Manager
and the Subadviser, including brokerage commissions; administration, shareholder
services and distribution fees; fees and expenses of independent attorneys and
auditors; taxes and governmental fees, including fees and expenses of qualifying
the Fund and its shares under Federal and State securities laws; cost of stock
certificates and expenses of repurchase or redemption of shares; expenses of
printing and distributing reports, notices and proxy materials to shareholders;
expenses of printing and filing reports and other documents with governmental
agencies; expenses of shareholders' meetings; expenses of corporate data
processing and related services; shareholder recordkeeping and shareholder
account services fees and disbursements of custodians; expenses of disbursing
dividends and distributions; fees and expenses of Directors of the Fund not
employed by (or serving as Director of) the Manager or its affiliates; insurance
premiums; and extraordinary expenses such as litigation expenses. The Fund will
be subject to certain state expense limitations, the most stringent of which
currently requires reimbursement of total expenses (including the management
fee, but excluding interest, taxes, brokerage commissions, distribution fees and
extraordinary expenses) in any year that they exceed 2 1/2% of the first $30
million of average net assets, 2% of the next $70 million of average net assets
and 1 1/2% thereafter.
The Management Agreement provides that the Manager will not be liable
to the Fund for any error of judgment or mistake of law, or for any loss arising
out of any investment, or for any act or omission in performing its duties under
the Agreement, except for willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties under the Agreement.
The Management Agreement was initially approved by the Board of
Directors at a meeting held on March 19, 1992 and by the shareholders of the
Corporation at their first meeting held on May 20, 1993. The Board of Directors
approved the Management Agreement with respect to the Fund on September 21,
1995. The Management Agreement will continue in effect until December 31 of each
year if (1) such continuance is approved in the manner required by the 1940 Act
(i.e., by a vote of a majority of the Board of Directors or of the outstanding
voting securities of the Fund and by a vote of a majority of the Directors who
are not parties to the Management Agreement or interested persons of any such
party) and (2) if the Manager has not notified the Fund at least 60 days prior
to December 31 of any year that it does not desire such continuance. The
Management Agreement may be terminated by the Fund, without penalty, on 60 days'
written notice to the Manager and will terminate automatically in the event of
its assignment. The Fund has agreed to change its name upon termination of the
Management Agreement if continued use of the name would cause confusion in the
context of the Manager's business.
The Manager is a successor firm to an investment banking business
founded in 1864 which has thereafter provided investment services to
individuals, families, institutions and corporations. See Appendix B for further
history of the Manager.
Under the Subadvisory Agreement dated March 19, 1992, the Subadviser
supervises and directs the investment of the assets of the Fund, including
making purchases and sales of portfolio securities consistent with the Fund's
investment objectives and policies. For these services the Subadviser is paid a
fee as described above. The Subadvisory Agreement was approved by the Board of
Directors at a meeting held on March 19, 1992 and by shareholders of the
Corporation at their first meeting held on May 20, 1993. The Board of Directors
approved the Subadvisory Agreement with respect to the Fund on September 21,
1995. The Subadvisory Agreement will continue in effect until December 31 of
each year if such continuance is approved in the manner required by the 1940 Act
(by a vote of a majority of the Board of Directors or of the outstanding voting
securities of the Fund and by a vote of a majority of the Directors who are not
parties to the Subadvisory Agreement or interested persons of any such party)
and (2) if the Subadviser shall not have notified the Manager in writing at
least 60 days prior to December 31 of any year that it does not desire such
continuance. The Subadvisory Agreement may be terminated at any time by the
Fund, on 60 days' written notice to the Subadviser. The Subadvisory Agreement
will terminate automatically in the event of its assignment or upon the
termination of the Management Agreement.
10
<PAGE>
The Subadviser is a New York general partnership formed by the Manager
and Henderson International, Inc., a controlled affiliate of Henderson
Administration Group plc. Henderson Administration Group plc, headquartered in
London, is one of the largest independent money managers in Europe and currently
manages approximately $18 billion.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
As indicated in the Prospectus, the Fund has adopted an Administration,
Shareholder Services and Distribution Plan for each Class (the "Plan") in
accordance with Section 12(b) of the 1940 Act and Rule 12b-1 thereunder.
The Plan was approved by the Board of Directors on September 21, 1995
including a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any agreement related to
the Plan (the "Qualified Directors") and was approved by the initial
shareholders of the Fund on ____________, 1995. The Plan will continue in effect
through December 31 of each year so long as such continuance is approved by a
majority vote of both the Directors and the Qualified Directors of the
Corporation, cast in person at a meeting called for the purpose of voting on
such approval. The Plan may not be amended to increase materially the amounts
payable to Service Organizations (as defined in the Fund's Prospectus) with
respect to a Class without the approval of a majority of the outstanding voting
securities of the Class and no material amendment to the Plan may be made except
by a majority of both the Directors and Qualified Directors.
The Plan requires that the Treasurer of the Corporation shall provide
to the Directors and the Directors shall review, at least quarterly, a written
report of the amounts expended (and purposes therefor) under the Plan. Rule
12b-1 also requires that the selection and nomination of Directors who are not
"interested persons" of the Fund be made by such disinterested Directors.
PORTFOLIO TRANSACTIONS
The Management Agreement recognizes that in the purchase and sale of
portfolio securities of the Fund, the Manager and the Subadviser will seek the
most favorable price and execution, and consistent with that policy, may give
consideration to the research, statistical and other services furnished by
brokers or dealers to the Manager and the Subadviser for their use as well as to
the general attitude toward an support of investment companies demonstrated by
such brokers or dealers. Such services include supplemental investment research,
analysis and reports concerning issuers, industries and securities deemed by the
Manager and Subadviser to be beneficial to the Fund. In addition, the Manager
and Subadviser are authorized to place orders with brokers who provide
supplemental investment and market research and statistical and economic
analysis although the use of such brokers may result in a higher brokerage
charge to the Fund than the use of such brokers selected solely on the basis of
seeking the most favorable price and execution, although such research and
analysis may be useful to the Manager and the Subadviser in connection with
their services to clients other than the Fund.
In over-the counter markets, the Fund deals with responsible primary
market makers unless a more favorable execution or price is believed to be
obtainable. The Fund may buy securities from or sell securities to dealers
acting as principal, except dealers with which its directors and/or officers are
affiliated.
When two or more of the investment companies in the Seligman Group or
other investment advisory clients of the Manager or the Subadviser desire to buy
or sell the same security at the same time, the securities purchased or sold are
allocated by the Manager and the Subadviser in a manner believed to be equitable
to each. There may be possible advantages or disadvantages of such transactions
with respect to price or the size of positions readily obtainable or saleable.
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PURCHASE AND REDEMPTION OF FUND SHARES
The Fund issues two classes of shares: Class A shares may be purchased
at a price equal to the next determined net asset value per share, plus a sales
load. Class D shares may be purchased at a price equal to the next determined
net asset value without an initial sales load, but a CDSL may be charged on
redemptions within one year of purchase. See "Alternative Distribution System,"
"Purchase Of Shares," and "Redemption Of Shares" in the Prospectus.
Class A Shares - Reduced Sales Loads
Reductions Available. Shares of any Seligman mutual fund sold with a front-end
sales load in a continuous offering will be eligible for the following
reductions:
Volume Discounts are provided if the total amount being invested in
Class A shares of the Fund alone, or in any combination of Class A shares of the
other mutual funds in the Seligman Group which are sold with a sales load,
reaches levels indicated in the sales load schedule set forth in the Prospectus.
The Right of Accumulation allows an investor to combine the amount
being invested in Class A shares of the Fund and Class A shares of Seligman
Capital Fund, Inc., Seligman Common Stock Fund. Inc., Seligman Communications
and Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund,
Inc., Seligman Henderson Global Smaller Companies Fund, Seligman Henderson
Global Technology Fund, Seligman Henderson International Fund, Seligman High
Income Fund Series, Seligman Income Fund, Inc., Seligman New Jersey Tax-Exempt
Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series, Seligman Tax-Exempt
Fund Series, Inc., or Seligman Tax-Exempt Series Trust that were sold with a
sales load with the total net asset value of shares of those Seligman mutual
funds already owned that were sold with a sales load and the total net asset
value of shares of Seligman Cash Management Fund, Inc. which were acquired
through an exchange of shares of another mutual fund in the Seligman Group on
which there was a sales load at the time of purchase, to determine reduced sales
loads in accordance with the schedule in the Prospectus. The value of the shares
owned, including the value of shares of Seligman Cash Management Fund, Inc.
acquired in an exchange of shares of another mutual fund in the Seligman Group
on which there was a sales load at the time of purchase will be taken into
account in orders placed through a dealer, however, only if Seligman Financial
Services, Inc. ("SFSI") is notified by the investor or the dealer of the amount
owned at the time the purchase is made and is furnished sufficient information
to permit confirmation.
A Letter of Intent allows an investor to purchase Class A shares over a
13-month period at reduced sales loads in accordance with the schedule in the
Prospectus, based on the total amount of Class A shares of the Fund that the
letter states the investor intends to purchase plus the total net asset value of
shares that were sold with a sales load of Seligman Capital Fund, Inc., Seligman
Common Stock Fund, Inc., Seligman Communications and Information Fund, Inc.,
Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson
Global Emerging Companies Fund, Seligman Henderson Global Technology Fund,
Seligman Henderson International Fund, Seligman High Income Fund Series,
Seligman Income Fund, Inc., Seligman New Jersey Tax-Exempt Fund, Inc., Seligman
Pennsylvania Tax-Exempt Fund Series, Seligman Tax-Exempt Fund Series, Inc., or
Seligman Tax-Exempt Series Trust already owned and the total net asset value of
shares of Seligman Cash Management Fund, Inc. which were acquired through an
exchange of shares of another mutual fund in the Seligman Group on which there
was a sales load at the time of purchase. Reduced sales loads also may apply to
purchases made within a 13-month period starting up to 90 days before the date
of execution of a letter of intent. For more information concerning the terms of
the letter of intent see "Terms and Conditions - Letter of Intent - Class A
Shares Only" in the Prospectus.
Persons Entitled To Reductions. Reductions in sales loads apply to purchases of
Class A shares by a "single person," including an individual; members of a
family unit comprising husband, wife and minor children; or a trustee or other
fiduciary purchasing for a single fiduciary account. Employee benefit plans
qualified under Section 401 of the Internal Revenue Code, organizations tax
exempt under Section 501 (c)(3) or (13), and non-qualified employee benefit
plans that satisfy uniform criteria are considered "single persons" for this
purpose. The uniform criteria are as follows:
1. Employees must authorize the employer, if requested by the Fund, to
receive in bulk and to distribute to each participant on a timely basis the Fund
Prospectus, reports and other shareholder communications.
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2. Employees participating in a plan will be expected to make regular
periodic investments (at least annually). A participant who fails to make such
investments may be dropped from the plan by the employer or the Fund 12 months
and 30 days after the last regular investment in his account. In such event, the
dropped participant would lose the discount on share purchases to which the plan
might then be entitled.
3. The employer must solicit its employees for participation in such an
employee benefit plan or authorize and assist an investment dealer in making
enrollment solicitations.
Eligible Employee Benefit Plans. The table of sales loads in the Prospectus
applies to sales to "eligible employee benefit plans," except that the Fund may
sell shares at net asset value to "eligible employee benefit plans," (i) which
have at least $1 million invested in the Seligman Group of Investment Companies
or (ii) of employers who have at least 100 eligible employees to whom such plan
is made available or, regardless of the number of employees, if such plan is
established or maintained by any dealer which has a sales agreement with SFSI.
Such sales must be made in connection with a payroll deduction system of plan
funding or other systems acceptable to Seligman Data Corp. Such sales are
believed to require limited sales effort and sales-related expenses and
therefore are made at net asset value. Contributions or account information for
plan participation also should be transmitted to Seligman Data Corp. by methods
which it accepts. Additional information about "eligible employee benefit plans"
is available from investment dealers or SFSI. The term "eligible employee
benefit plan" means any plan or arrangement, whether or not tax qualified, which
provides for the purchase of Fund shares.
Payment in Securities. In addition to cash, the Fund may accept securities in
payment for Fund shares sold at the applicable public offering price (net asset
value plus any applicable sales load), although the Fund does not presently
intend to accept securities in payment for Fund shares. Generally, the Fund will
only consider accepting securities (l) to increase its holdings in a portfolio
security, or (2) if the Manager determines that the offered securities are a
suitable investment for the Fund and in a sufficient amount for efficient
management. Although no minimum has been established, it is expected that the
Fund would not accept securities with a value of less than $100,000 per issue in
payment for shares. The Fund may reject in whole or in part offers to pay for
Fund shares with securities, may require partial payment in cash for applicable
sales loads, and may discontinue accepting securities as payment for Fund shares
at any time without notice. The Fund will not accept restricted securities in
payment for shares. The Fund will value accepted securities in the manner
provided for valuing portfolio securities of the Fund. In accordance with Texas
securities regulations, should the Fund accept securities in payment for shares,
such transactions would be limited to a bona-fide reorganization, statutory
merger, or to other acquisitions of portfolio securities (except for municipal
debt securities issued by state political subdivisions or their agencies or
instrumentalities) which meet the investment objectives and policies of the
Fund; are acquired for investment and not for resale; are liquid securities
which are not restricted as to transfer either by law or liquidity of market;
and have a value which is readily ascertainable (and not established only by
evaluation procedures) as evidenced by a listing on the American Stock Exchange,
the New York Stock Exchange or NASDAQ.
Further Types of Reductions. Class A shares may be issued without a sales load
in connection with the acquisition of cash and securities owned by other
investment companies and other personal holding companies, to financial
institution trust departments, to registered investment advisers exercising
discretionary investment authority with respect to the purchase of Fund shares,
to accounts of financial institutions or broker/dealers that charge account
management fees, pursuant to sponsored arrangements with organizations which
make recommendations to, or permit group solicitation of, its employees, members
or participants in connection with the purchase of shares of the Fund, to
separate accounts established and maintained by an insurance company which are
exempt from registration under Section 3(c)(11) of the 1940 Act, to registered
representatives and employees (and their spouses and minor children) of any
dealer that has a sales agreement with SFSI and shareholders of mutual funds
with investment objectives and policies similar to the Fund's (as stated in the
prospectus) who purchase shares with redemption proceeds of such funds and to
certain unit investment trusts as described in the Prospectus.
Class A shares may be sold at net asset value to present and retired
Directors, trustees, officers, employees (and their spouses and minor children)
of the Corporation, the other investment companies in the Seligman Group, the
Manager and other companies affiliated with the Manager. Such sales also may be
made to employee benefit plans and thrift plans for such persons and to any
investment advisory, custodial, trust or other fiduciary account managed or
advised by the Manager or any affiliate. These sales may be made for investment
purposes only, and shares may be resold only to the Fund.
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<PAGE>
Class A shares may be sold at net asset value to these persons since
such shares require less sales effort and lower sales related expenses as
compared with sales to the general public.
More About Redemptions. The procedures for redemption of Fund shares under
ordinary circumstances are set forth in the Prospectus. In unusual
circumstances, payment may be postponed, or the right of redemption postponed
for more than seven days, if the orderly liquidation of portfolio securities is
prevented by the closing of, or restricted trading on, the New York Stock
Exchange during periods of emergency, or such other periods as ordered by the
Securities and Exchange Commission. Under these circumstances, redemption
proceeds may be made in securities, subject to the review of some state
securities commissions. If payment is made in securities, a shareholder may
incur brokerage expenses in converting these securities to cash.
DISTRIBUTION SERVICES
SFSI, an affiliate of the Manager, acts as general distributor of the
shares of the Fund and of the other mutual funds in the Seligman Group. As
general distributor of the Fund's capital stock, SFSI allows concessions to all
dealers, as indicated in the Prospectus, up to 4.25% on purchases to which the
4.75% sales load applies. Seligman Henderson Global Fund Series, Inc., on behalf
of the Fund, and SFSI are parties to a Distributing Agreement dated January 1,
1993.
VALUATION
Net asset value per Fund share is determined as of the close of the New
York Stock Exchange ("NYSE") (usually 4:00 p.m. New York City time), on each
business day that the NYSE is open. Currently, the NYSE is closed on New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value of class D shares will
generally be lower than the net asset value of Class A shares as a result of the
larger distribution fee with respect to Class D shares. It is expected, however,
that the net asset value per share of the two classes will tend to converge
immediately after the recording of dividends, which will differ by approximately
the amount of the distribution and other class expenses accrual differential
between the classes.
The net asset value per share is determined by dividing the market
value of the Fund's securities as of the close of trading plus any cash or other
assets (including dividends and accrued interest receivable) less all
liabilities (including accrued expenses), by the number of shares outstanding.
Portfolio securities, including open short positions and options written, are
valued at the last sale price on the securities exchange or securities market on
which such securities primarily are traded. Securities traded on a foreign
exchange or over-the-counter market are valued at the last sales price on the
primary exchange or market on which they are traded. United Kingdom securities
and securities for which there are not recent sales transactions are valued
based on quotations provided by primary market make in such securities. Any
securities for which recent market quotations are not readily available are
valued at fair value as determined in accordance with procedures approved by the
Board of Directors. Short-term obligations with less than sixty days remaining
to maturity are generally valued at amortized cost. Short-term obligations with
more than sixty days remaining to maturity will be valued at current market
value until the sixtieth day prior to maturity, and will then be valued on an
amortized cost basis based on the value on such date unless the Board determines
that this amortized cost value does not represent fair market value. Expenses
and fees, including the investment management fee, are accrued daily and taken
into account for the purpose of determining the net asset value of Fund shares.
Generally, trading in foreign securities, as well as US Government
securities, money market instruments and repurchase agreements, is substantially
completed each day at various times prior to the close of the NYSE. The values
of such securities used in computing the net asset value of the shares of the
Fund are determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the value of such securities and such exchange rates may occur between
the times at which they are determined and the close of the NYSE, which will not
be reflected in the computation of net asset value. If during such periods
events occur which materially affect the value of such securities, the
securities will be valued at their fair market value as determined in accordance
with procedures approved by the Board of Directors.
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For purposes of determining the net asset value per share of the Fund,
all assets and liabilities initially expressed in foreign currencies will be
converted into US dollars at the mean between the bid and offer prices of such
currencies against US dollars quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a pricing service
that takes into account the quotes provided by a number of such major banks.
TAXES
Foreign Income Taxes. Investment income received by the Fund from sources within
foreign countries may be subject to foreign income taxes withheld at the source.
The United States has entered into tax treaties with many foreign countries
which entitle the Fund to a reduced rate of such taxes or exemption from taxes
on such income. It is impossible to determine the effective rate of foreign tax
in advance since the amount of the Fund's assets to be invested within various
countries is not known.
US Federal Income Taxes. The Fund intends for each taxable year to qualify for
tax treatment as a "regulated investment company" under the Internal Revenue
Code of 1986, as amended (the "Code"). Qualification relieves the Fund of
Federal income tax liability on that part of its net ordinary income and net
realized capital gains which it pays out to its shareholders. Such qualification
does not, of course, involve governmental supervision of management or
investment practices or policies. Investors should consult their own counsel for
a complete understanding of the requirements the Fund must meet to qualify for
such treatment. The information set forth in the Prospectus and the following
discussion relate solely to the US Federal income taxes on dividends and
distributions by the Fund and assumes that the Fund qualifies as a regulated
investment company. Investors should consult their own counsel for further
details, including their possible entitlement to foreign tax credits that might
be "passed through" to them under the rules described below, and the application
of state and local tax laws to his or her particular situation.
The Fund intends to declare and distribute dividends in the amounts and
at the times necessary to avoid the application of the 4% Federal excise tax
imposed on certain undistributed income of regulated investment companies. The
Fund will be required to pay the 4% excise tax to the extent it does not
distribute to its shareholders during any calendar year at least 98% of its
ordinary income for the calendar year plus 98% of its capital gain net income
for the twelve months ended October 31 of such year. Certain distributions of
the Fund which are paid in January of a given year but are declared in the prior
October, November or December to shareholders of record as of a specified date
during such a month will be treated as having been distributed to shareholders
and will be taxable to shareholders as if received in December.
Dividends of net ordinary income and distributions of any net realized
short-term capital gain are taxable to shareholders as ordinary income. Since
the Fund expects to derive a substantial portion of its gross income (exclusive
of capital gains) from sources other than qualifying dividends, it is expected
that only a portion of the Fund's dividends or distributions will qualify for
the dividends received deduction for corporations.
The excess of net long-term capital gains over the net short-term
capital losses realized and distributed by the Fund to its shareholders will be
taxable to the shareholders as long-term capital gains, irrespective of the
length of time a shareholder may have held Fund shares. Any dividend or
distribution received by a shareholder on shares of the Fund shortly after the
purchase of such shares will have the effect of reducing the net asset value of
such shares by the amount of such dividend or distribution. Furthermore, such
dividend or distribution, although in effect a return of capital, would be
taxable to the shareholder as described above. If a shareholder has held shares
in the Fund for six months or less and during that period has received a
distribution taxable to the shareholder as a long-term capital gain, any loss
recognized by the shareholder on the sale of those shares during that period
will be treated as a long-term capital loss to the extent of the distribution.
Dividends and distributions are taxable in the manner discussed
regardless of whether they are paid to the shareholder in cash or are reinvested
in additional shares of the Fund's common stock.
The Fund generally will be required to withhold tax at the rate of 31%
with respect to distributions of net ordinary income and net realized capital
gains payable to a noncorporate shareholder unless the shareholder certifies on
his Account Application that the social security or taxpayer identification
number provided is correct and that the shareholder has not been notified by the
Internal Revenue Service that he is subject to backup withholding.
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Income received by the Fund from sources within various foreign
countries may be subject to foreign income tax. If more than 50% of the value of
the Fund's total assets at the close of its taxable year consists of the stock
or securities of foreign corporations, the Fund may elect to "pass through" to
the Fund's shareholders the amount of foreign income taxes paid by the Fund.
Pursuant to such election, shareholders would be required: (i) to include in
gross income, even though not actually received, their respective pro-rata
shares of the Fund's gross income from foreign sources; and (ii) either to
deduct their pro-rata share of foreign taxes in computing their taxable income,
or to use it as a foreign tax credit against Federal income tax (but not both).
No deduction for foreign taxes could be claimed by a shareholder who does not
itemize deductions.
Shareholders who choose to utilize a credit (rather than a deduction)
for foreign taxes will be subject to the limitation that the credit may not
exceed the shareholder's US tax (determined without regard to the availability
of the credit) attributable to his or her total foreign source taxable income.
For this purpose, the portion of dividends and distributions paid by the Fund
from its foreign source income will be treated as foreign source income. The
Fund's gains from the sale of securities will generally be treated as derived
from US sources, however, and certain foreign currency gains and losses likewise
will be treated as derived from US sources. The limitation on the foreign tax
credit is applied separately to foreign source "passive income," such as the
portion of dividends received from the Fund which qualifies as foreign source
income. In addition, the foreign tax credit is allowed to offset only 90% of the
alternative minimum tax imposed on corporations and individuals. Because of
these limitations, shareholders may be unable to claim a credit for the full
amount of their proportionate shares of the foreign income taxes paid by the
Fund.
The Fund intends for each taxable year to meet the requirements of the
Code to "pass through" to its shareholders foreign income taxes paid, but there
can be no assurance that the Fund will be able to do so. Each shareholder will
be notified within 60 days after the close of each taxable year of the Fund
whether the foreign taxes paid by the Fund will "pass through" for that year,
and, if so, the amount of each shareholder's pro-rata share (by country) of (i)
the foreign taxes paid, and (ii) the Fund's gross income from foreign sources.
Of course, shareholders who are not liable for Federal income taxes, such as
retirement plans qualified under Section 401 of the Code, will not be affected
by any such "pass through" of foreign tax credits.
Investments in Passive Foreign Investment Companies. If the Fund purchases
shares in certain foreign investment entities, referred to as "passive foreign
investment companies," the Fund itself may be subject to US Federal income tax,
and an additional charge in the nature of interest, on a portion of any "excess
distribution" from such company or gain from the disposition of such shares,
even if the distribution or gain is paid by the Fund as a dividend to its
shareholders. If the Fund were able and elected to treat a passive foreign
investment company as a "qualified electing fund," in lieu of the treatment
described above, the Fund would be required each year to include in income, and
distribute to shareholders in accordance with the distribution requirements set
forth above, the Fund's pro rata share of the ordinary earnings and net capital
gains of the company, whether or not distributed to the Fund.
Certain Foreign Currency Transactions. Gains or losses attributable to foreign
currency contracts, or to fluctuations in exchange rates that occur between the
time the Fund accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities are treated as ordinary
income or ordinary loss. Similarly, gains or losses on disposition of debt
securities denominated in a foreign currency attributable to fluctuations in the
value of the foreign currency between the date of acquisition of the security
and the date of disposition also are treated as ordinary gain or loss. These
gains or losses increase or decrease the amount of the Fund's net investment
income available to be distributed to its shareholders as ordinary income.
Options Transactions. A special "marked-to-market" system governs the taxation
of "section 1256 contracts," which include certain listed options. The Fund may
invest in such section 1256 contracts. In general, gain or loss on section 1256
contracts will be taken into account for tax purposes when actually realized. In
addition, any section 1256 contracts held at the end of a taxable year will be
treated as sold at fair market value (that is, marked-to-market), and the
resulting gain or loss will be recognized for tax purposes. In general, gain or
loss recognized by the Fund on the actual or deemed disposition of a section
1256 contract will be treated as 60% long-term and 40% short-term capital gain
or loss, regardless of the period of time the section 1256 contract is actually
held by the Fund. The Fund can elect to exempt its section 1256 contracts which
are part of a "mixed" straddle from the application of section 1256.
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PERFORMANCE INFORMATION
The Fund may from time to time advertise its total return and average
annual total return in advertisements or in information furnished to present or
prospective shareholders. Total return and average annual total return are
computed separately for Class A and Class D shares. The amounts shall be
computed by deducting the maximum sales load of 4.75% of the public offering
price or CDSL of 1% for a one-year period or less, as applicable, assuming all
of the dividends and distributions paid by the Fund over the relevant time
period were reinvested, and redemption at the end of the applicable periods. The
average annual total return will be determined by calculating the annual rate
required for the initial payment to grow to the amount which would have been
received upon redemption (i.e., the average annual compound rate of return).
GENERAL INFORMATION
Capital Stock. The Board of Directors is authorized to classify or reclassify
and issue any unissued capital stock of the Corporation into any number of
series or classes without further action by shareholders. To date, shares of
four series have been authorized, which shares constitute interests in the Fund,
in Seligman Henderson Global Emerging Companies Fund, Seligman Henderson Global
Technology Fund and Seligman Henderson International Fund. The 1940 Act requires
that where more than one series or class exists, each series or class must be
preferred over all other series or classes in respect of assets specifically
allocated to such series or class.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of the 1940 Act or applicable state law, or
otherwise, to the holders of the outstanding voting securities of an investment
company such as the Fund shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of each
class or series affected by such matter. Rule 18f-2 further provides that a
class or series shall be deemed to be affected by a matter unless it is clear
that the interests of each class or Series in the matter are substantially
identical or that the matter does not affect any interest of such class or
series. However, the Rule exempts the selection of independent public
accountants, the approval of principal distributing contracts and the election
of directors from the separate voting requirements of the Rule.
Custodian and Recordkeeping Agent. Morgan Stanley Trust Company (NY), One
Pierrepont Plaza, Brooklyn, New York 11201, serves as custodian for the Fund.
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri
64105, maintains, under the general supervision of the Manager, certain
accounting records and determines the net asset value for the Fund.
Accountants. _______________________, independent auditors, have been selected
as auditors of the Fund. Their address is _______________________________.
FINANCIAL STATEMENTS
SELIGMAN HENDERSON GLOBAL NEW OPPORTUNITIES FUND
STATEMENT OF ASSETS AND LIABILITIES
October ____, 1995
ASSETS
Cash.......................................................... $ 14.28
-----
Total Assets........................... $ 14.28
-----
LIABILITIES 0
-----
Net assets (applicable to 2 shares of Capital Stock,
$.001 par value; 1,000,000,000 shares authorized)........... $ 14.28
-----
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Net Asset Value per Share:
Class A ($7.14/1 Share).................................. $ 7.14
----
Class D ($7.14/1 Share).................................. $ 7.14
----
Note 1. Organization
Seligman Henderson New Opportunities Fund (the "Fund") is a series of
Seligman Henderson Global Fund Series, Inc. The Fund had no operations other
than the sale and issuance of 2 shares of capital stock for $14.28 to J. & W.
Seligman & Co. Incorporated (the "Manager") on October ___, 1995.
Note 2. Agreement
Under the Management Agreement, the Fund will pay the Manager a management
fee for its services, calculated daily and payable monthly, equal to 1.00% per
annum of its average daily net assets, of which 0.90% is paid to Seligman
Henderson Co. (the "Subadviser"), a 50% owned affiliate of the Manager.
Note 3. Taxes
The Fund intends to meet the requirements of the Internal Revenue Code
of 1986, as amended, applicable to regulated investment companies and intends to
distribute substantially all of its taxable income. As such, the Fund will not
be subject to federal income or excise taxes.
In addition, the Annual Reports to shareholders of the Corporation's
other three series for the fiscal year ended October 31, 1994 and the Mid-Year
Report to shareholders for the six months ended April 30, 1995 are incorporated
by reference into this Statement of Additional Information. These Annual Reports
contain schedules of the investments of the Corporation's other three series as
well as certain other financial information as of those dates. The Reports will
be furnished without charge to investors who request copies of the Fund's
Statement of Additional Information.
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APPENDIX A
Moody's Investors Service (Moody's)
Debt Securities
Aaa: Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk. Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa: Bonds and notes which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be characteristically lacking or may be
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact may have speculative characteristics as well.
Ba: Bonds and notes which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured. Often the
protection of interest and principal payments may be very moderate, and thereby
not well safeguarded during other good and bad times over the future.
Uncertainty of position characterizes bonds and notes in this class.
B: Bonds and notes which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa: Bonds and notes which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger with respect
to principal or interest.
Ca: Bonds and notes which are rated Ca represent obligations which are
speculative in high degree. Such issues are often in default or have other
marked shortcomings.
C: Bonds and notes which are rated C are the lowest rated class of
bonds or notes, and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers (1, 2 and 3) in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; modifier 2 indicates a mid-range ranking; and modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.
Commercial Paper
Moody's Commercial Paper Ratings are opinions of the ability of issuers
to repay punctually promissory senior debt obligations not having an original
maturity in excess of one year. Issuers rated "Prime-1" or "P-1" indicate the
highest quality repayment ability of the rated issue.
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The designation "Prime-2" or "P-2" indicates that the issuer has a
strong ability for repayment of senior short-term promissory obligations.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternative liquidity is maintained.
The designation "Prime-3" or "P-3" indicates that the issuer has an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.
Issues rated "Not Prime" do not fall within any of the Prime rating
categories.
Standard & Poor's Corporation ("S&P")
Debt Securities
AAA: Debt issues rated AAA are highest grade obligations. Capacity to
pay interest and repay principal is extremely strong.
AA: Debt issues rated AA have a very high degree of safety and very
strong capacity to pay interest and repay principal and differ from the highest
rated issues only in small degree.
A: Debt issues rated A are regarded as upper medium grade. They have a
strong degree of safety and capacity to pay interest and repay principal
although it is somewhat more susceptible in the long term to the adverse effects
of changes in circumstances and economic conditions than debt in higher rated
categories.
BBB: Debt issues rated BBB are regarded as having a satisfactory degree
of safety and capacity to pay interest and re-pay principal. Whereas they
normally exhibit adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay
interest and re-pay principal for bonds in this category than for bonds in
higher rated categories.
BB, B, CCC, CC: Debt issues rated BB, B, CCC and CC are regarded on
balance, as predominantly speculative with respect to capacity to pay interest
and re-pay principal in accordance with the terms of the bond. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposure to adverse
conditions.
C: The rating C is reserved for income bonds on which no interest is
being paid.
D: Debt issues rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
NR: Indicates that no rating has been requested, that there is
insufficient information on which to base a rating or that S&P does not rate a
particular type of bond as a matter of policy.
Commercial Paper
S&P Commercial Paper ratings are current assessments of the likelihood
of timely payment of debts having an original maturity of no more than 365 days.
A-1: The A-1 designation indicates that the degree of safety regarding
timely payment is very strong.
A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."
A-3: Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.
B: Issues rated "B" are regarded as having only a speculative capacity
for timely payment.
20
<PAGE>
C: This rating is assigned to short-term debt obligations with a
doubtful capacity of payment.
D: Debt rated "D" is in payment default.
NR: Indicates that no rating has been requested, that there is
insufficient information on which to base a rating or that S&P does not rate a
particular type of bond as a matter of policy.
The ratings assigned by S&P may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within its major rating
categories.
APPENDIX B
HISTORY OF J. & W. SELIGMAN & CO. INCORPORATED
Seligman's beginnings date back to 1837, when Joseph Seligman, the
oldest of eight brothers, arrived in the United States from Germany. He earned
his living as a pack peddler in Pennsylvania, and began sending for his
brothers. The Seligmans became successful merchants, establishing businesses in
the South and East.
Backed by nearly thirty years of business success - culminating in the
sale of government securities to help finance the Civil War - Joseph Seligman,
with his brothers, established the international banking and investment firm of
J. & W. Seligman & Co. In the years that followed, Seligman played a major role
in the geographical expansion and industrial development of the United States.
Seligman:
...Prior to 1900
o Helps finance America's fledgling railroads through underwritings.
o Is admitted to the New York Stock Exchange in 1869. Seligman remained a
member of the NYSE until 1993, when the evolution of its business made it
unnecessary.
o Becomes a prominent underwriter of corporate securities, including New
York Mutual Gas Light Company, later part of Consolidated Edison.
o Provides financial assistant to Mary Todd Lincoln and urges the Senate to
award her a pension.
o Is appointed U.S. Navy fiscal agent by President Grant.
o Becomes a leader in raising capital for America's industrial and urban
development.
...1900-1910
o Helps Congress finance the building of the Panama Canal
...1910s
o Participates in raising billions for Great Britain, France and Italy,
helping finance World War I.
...1920s
o Participates in hundreds of successful underwritings including those for
some of the Country's largest companies: Briggs Manufactoring, Dodge
Brothers, General Motors, Minneapolis-Honeywell Regulatory Company, Maytag
Company United Artists Theater Circuit and Victor Talking Machine Company.
o Forms Tri-Continental Corporation in 1929, today the nation's largest,
diversified closed-end equity investment company, with over $2 billion in
assets and one of its oldest.
...1930s
o Assumes management of Broad Street Investing Co. Inc., its first mutual
fund, today known as Seligman Common Stock Fund.
o Establishes Investment Advisory Service.
21
<PAGE>
...1940s
o Helps shape the Investment Company Act of 1940.
o Leads in the purchase and subsequent sale to the public of Newport News
Shipbuilding and Dry Dock Company, a prototype transaction for the
investment banking industry.
o Assumes management of National Investors Corporation, today Seligman
Growth Fund.
o Establishes Whitehall Fund, Inc., today Seligman Income Fund.
...1950-1989
o Develops new open-end investment companies. Today, manages more than 40
mutual fund portfolios.
o Helps pioneer state-specific, tax-exempt municipal bond funds, today
managing a national and 18 state-specific tax-free funds.
o Establishes J. & W. Seligman Trust Company and J. & W. Seligman Valuations
Corporation.
o Establishes Seligman Portfolios, Inc., an investment vehicle offered
through variable annuity products.
...1990s
o Introduces Seligman Select Municipal Fund and Seligman Quality Municipal
Fund, two closed-end funds that invest in high quality municipal bonds.
o In 1991 establishes a joint venture with Henderson Administration Group
plc, of London, known as Seligman Henderson Co., to offer global
investment products.
o Introduces Seligman Frontier Fund, Inc. a small capitalization mutual
fund.
o Launches Seligman Henderson Global Fund Series, Inc., which today offers
four separate series: Seligman Henderson International Fund, Seligman
Henderson Global Smaller Companies Fund, Seligman Henderson Global
Technology Fund, Inc. and Seligman Henderson Global New Opportunities
Fund.
22
<PAGE>
TO THE SHAREHOLDERS
We are pleased to provide you with the first combined Mid-Year report for
Seligman Henderson Global Fund Series, Inc. for the six-month period ended April
30, 1995.
ECONOMIC COMMENT
During the past six months, the economic statistics from around the world
have been mixed. Both the US and UK economies have shown signs of slowing. By
contrast, Continental Europe's economies continue to improve, while Japan's
economy was hit by the Kobe earthquake and the strong Yen.
The slowing of the US economy is coupled with very low levels of inflation,
and the debate now is whether the economy will experience a "hard" or "soft"
landing: We believe a "soft" landing is more likely. The UK economy has slowed
from its rapid growth in the latter part of 1994. There is, however, a clear
distinction between the very-strong export sector and the still-weak consumer
area. Additionally, inflation has risen higher than expected. In Continental
Europe, economic statistics have generally been positive. Germany's and France's
economies continue to prosper, and, despite their strong currencies, exports
remain strong.
It has been a very difficult period for Japan's economy. The Kobe
earthquake in January had an immediate effect on businesses in the region and
the port facilities in the area, and a negative impact on psychology, thus
causing the Japanese to become cautious in virtually every respect. Also, the
strength of the Yen has led to continual problems for Japan's exporters. The
economy, which had been improving gradually, has now weakened again. However,
recently the authorities have sought to improve matters through an additional
economic package and a cut in interest rates.
Elsewhere in Asia, the past six
months have been a period of continuing strong growth, except in Hong Kong,
where there is evidence of a slowdown. This stems partially from a decrease in
the high rate of growth in China's economy. This is good news, as China's
economy had been growing too rapidly and there is now some evidence that
inflation is abating.
MARKET COMMENT
In the financial markets, the bond markets have been very strong, led by
the rally in the US. This rally has been a key factor behind the powerful rise
in the US stock market, but stock markets elsewhere have proven more mixed. One
notable feature has been the significant weakness of the US Dollar against, in
particular, the Deutschmark and the Yen. Not only did this ignite fears of
slowing growth in both Japan and Germany, but it also exacerbated tensions in
some of the peripheral markets in Europe and the Pacific. Currency weakness was
seen in Sweden, Italy, Spain, and the UK in Europe, and in the Philippines and
Thailand in the Pacific, highlighting in some cases the very large budget
deficits and investors' concerns over default. These worries led to sharp falls
in some stock markets, although by April 30 most showed improvement. Japan's
market suffered the worst during the six months, as the strong Yen posed a
threat to the economy, and in turn, profits. There was considerable volatility
in some of the Asian markets, including Korea and Taiwan, as a result of rising
short-term interest rates.
In Europe, the UK stock market performed satisfactorily despite the slight
increase in short-term interest rates. However, it was felt that the UK
authorities were being preemptive in their battle against inflation. Continental
Europe showed a mixed picture, with weakness in some countries such as Italy and
Spain, and strength in France after a long period of underperformance.
Comments specific to each portfolio follow this letter.
By order of the Board of Directors,
/s/William C. Morris
William C. Morris
Chairman
/s/Ronald T. Schroeder
Ronald T. Schroeder
President
/s/Iain C. Clark
Iain C. Clark
Chief Investment Officer
Seligman Henderson Co.
June 2, 1995
1
<PAGE>
PORTFOLIO COMMENTS
SELIGMAN HENDERSON INTERNATIONAL FUND
In the past six months, we made minor changes to our country strategy. In
the beginning of February, we increased the Fund's weighting in the UK from
13.4% to 16.9% by adding to existing holdings. We also made small changes in
Continental Europe, adding to our weightings in France and Switzerland and
reducing our weightings in Italy. In France, we added to consumer-oriented
stocks with new holdings such as Groupe Danone and L'Oreal. We also added to the
financial sector with the purchase of Societe Generale.
Overall in Continental Europe, however, we reduced the number of holdings,
particularly in the cyclical and financial areas, with the sales of
Alusuisse-Lonza, Bekaert, Cie Generale des Eaux, Credito Italiano, Muenchener
Ruckversicherung, and Schneider. We made small adjustments to the weighting in
Japan and bought two new holdings, Kao and Nomura Securities. In the Pacific, we
reduced our weighting in Malaysia and sold City Developments, a Singapore
property developer, in favor of Jurong Shipyard, principally a ship repair yard.
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
In the past six months, we made some changes to the country weightings in
the Fund's portfolio, increasing the weighting in the US to 47.4% from 41.5% at
October 31, 1994. This was, principally, a result of the outperformance of US
stocks, particularly in the technology sector where your Fund is well
represented. As can be seen from the LARGEST PORTFOLIO CHANGES, there was a fair
amount of movement within the US portion of the portfolio--some of which was a
result of companies growing above our market capitalization ranges. We also
increased the weighting in Continental Europe, in particular, France and Sweden.
Both countries have thriving small-cap segments and price earnings ratios that
look very low relative to growth rates. For example, we have been able to buy
stocks with single-digit price earnings multiples with growth rates in the range
of 15% to 20%. New purchases in France include Dalloz and Technip, in Finland,
Valmet Oy, and in Sweden, Kalmar Industries and Angpanne Foreningen. Overall, we
increased the Continental European weighting as we believe these markets offer
particularly good value; this was accomplished by reducing the Fund's cash
position.
In the Far East, we made no major changes in country allocation. We did,
however, sell some of the smaller holdings such as George Kent in Malaysia. In
Japan, we continue to focus on stocks benefiting from an anticipated economic
recovery. Although these stocks have generally underperformed over the last few
months, we are confident that we should continue to selectively add to our
holdings.
Looking forward, since the US stock market performed particularly well
during the past six months, especially technology stocks, we anticipate reducing
the US weighting. We've already begun by investing all new cash flow in
international markets. Continental Europe remains the principal area of focus,
as we believe its economic recovery is soundly based and that there is
particularly good value in small companies. We are looking to increase our
weightings in Japan, but will not do so until we are more confident about the
strength of its economic recovery. Although your Fund has performed
satisfactorily in the past six months, small companies in general have
underperformed larger companies. We believe this provides good long-term buying
opportunities for smaller companies, and we remain confident that this is an
attractive segment of the stock market.
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
Throughout the past six months, the technology sector, particularly in the
US, has continued to enjoy a favorable economic backdrop. Capital spending has
remained strong in the US, while in Europe it has begun to gather momentum and,
even in Japan, is showing signs of better health. One feature has been common to
all countries: A significant increase in the proportion of the corporate and the
consumer sectors' expenditures are being directed towards technology-based goods
and services. This development, coupled with clear evidence that the US has
2
<PAGE>
PORTFOLIO COMMENTS (continued)
reasserted its Portfolio Comments (continued) dominance in the technology field
and is aggressively exploiting its position with the aid of a highly competitive
currency, has ensured an exceptionally favorable trading environment for US
technology companies.
The opposite side of this coin is that the Japanese electronics industry
has suffered from intensified competitive pressure, not only from the US, but
also from Korea and Taiwan. This, together with the Yen's relentless rise, has
prevented Japan's technology companies from enjoying the buoyant global
operating environment that has characterized the technology industry throughout
the last six months. Asia's and Europe's technology companies have enjoyed mixed
results, depending on the degree of their exposure to their own domestic markets
and their position in the technology field.
As of April 30, US holdings represented 58.4% of your Fund's assets. Within
this portion of the portfolio, we maintained a very substantial exposure to the
semiconductor industry, in particular, component manufacturers and production
equipment suppliers. This stance has proved extremely rewarding. Demand in the
industry has remained very strong, additions to capacity have lagged, pricing
has been unusually benign, and companies are enjoying exceptional growth in
profits. Significant gains have been achieved in, among others, Altera, Xilinx,
Applied Materials, Credence Systems, and PRI Automation.
Strength in semiconductor demand has been driven by strong personal
computer sales, growth in both the mobile and telecommunications industries, and
the continuing permeation of electronics into new areas of application. The
technology sector has led the US stock market in its recent advance with
reported earnings consistently exceeding analysts' expectations.
In Europe, performance has been more mixed, reflecting the quoted
technology sector's limited geographical and end-market focus. The suppliers to
the cellular industry continue to perform well, and those companies exposed to
the strength in semiconductor demand are producing impressive growth in profits.
We have added to our positions in the UK, focusing on companies with strong but
undervalued earnings momentum such as Learmonth & Burchett Management Systems,
Logica, and Psion.
In both the Pacific and Japan, we have emphasized companies selling into
the components market such as Samsung Electronics, ASM Pacific Technology, and
United Micro Electronics in the Pacific, and Kyocera, Rohm, Hirose Electronics,
Advantest, and Tokyo Electron in Japan. Japanese semiconductor suppliers are
significantly behind their US and Asian counterparts in expanding production
capacity, and we expect the next year to provide a favorable climate for
production equipment suppliers. As for the rest of Japan's technology industry,
much depends on the future direction of the Yen. Currency appreciation has
reduced Japan's competitiveness and pressured profits, but any sharp reversal
could have a very positive impact on earnings.
Your Fund's specialization positions it well to participate in what we
expect to be a strong technology spending environment over the next two to three
years. Demand in the US remains strong, while elsewhere it is accelerating. An
exciting new generation of technology companies is emerging in both Europe and
the Pacific. Valuations for some of these businesses are at a significant
discount to their American counterparts while their own domestic markets are far
behind the US in the implementation of technology. Therefore, we are optimistic
about the future and, although we may see some consolidation in the US, we
expect outperformance from the industry globally over the medium term.
3
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================================================================================
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
--------------------------------------------------------------------------------
GLOBAL SMALLER GLOBAL
INTERNATIONAL COMPANIES TECHNOLOGY
HIGHLIGHTS April 30, 1995 FUND FUND FUND
--------------------------------------------------------------------------------
NET ASSETS:
Class A (in millions) ................. $ 59.6 $ 55.0 $ 96.6
Class D (in millions) ................. 24.3 47.4 23.0
--------------------------------------------------------------------------------
Capital Gain Distributions* ............ $ 0.694 $ 0.332 $ 0.071
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS:**
Class A
One Year:
With sales charge(1) ................ (5.57)% 5.29 n/a
Without sales charge(2) ............. (0.85) 10.52 n/a
Since inception: ..................... 4/7/92 9/9/92 5/23/94
With sales charge(1) ................ 10.37% 20.80% 32.64%
Without sales charge(2) ............. 12.15 23.07 39.33
Class D
One Year:
With CDSL(1) ........................ (2.76) 8.58 n/a
Without CDSL(2) ..................... (1.82) 9.58 n/a
Since inception: ..................... 9/21/93 5/3/95 5/23/94
With CDSL(1) ........................ n/a n/a 37.21%
Without CDSL(2) ..................... 10.13% 16.84% 38.21
--------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE:
Class A ............................... $ 15.95 $ 11.88 $ 9.86
Class D ............................... 15.74 11.70 9.78
--------------------------------------------------------------------------------
MAXIMUM OFFERING PRICE PER SHARE:
Class A ............................... $ 16.75 $ 12.47 $ 10.35
Class D ............................... 15.74 11.70 9.78
* Represents per share amount paid in respect of Class A and Class D shares
during the six months ended April 30, 1995.
** The Manager and Subadviser, at their discretion, waived all or portions of
their fees and/or reimbursed certain expenses.
(1) Represents the average compound rate of return per year over the specified
period and reflects change in price and assumes all distributions within the
periods are reinvested in additional shares; also reflects the effect of the
4.75% maximum initial sales charge or contingent deferred sales load ("CDSL") of
1%, if applicable. No adjustment was made to the International Fund Class A
shares' performance for periods prior to September 21, 1993, the commencement
date of the annual Administration, Shareholder Services and Distribution Plan
fee of up to 0.25% of average daily net assets of Class A shares.
(2) Represents the rate of return as above, but does not reflect the effect of
the 4.75% maximum initial sales charge or 1% CDSL.
NOTE: THE PERFORMANCE OF CLASS D SHARES WILL BE GREATER OR LESS THAN THE
PERFORMANCE SHOWN FOR CLASS A SHARES, BASED ON THE DIFFERENCES IN SALES CHARGES
AND FEES PAID BY SHAREHOLDERS. THE RATES OF RETURN WILL VARY AND THE PRINCIPAL
VALUE OF AN INVESTMENT WILL FLUCTUATE. SHARES, IF REDEEMED, MAY BE WORTH MORE OR
LESS THAN THEIR ORIGINAL COST. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
INVESTMENT RESULTS.
4
<PAGE>
================================================================================
INTERNATIONAL FUND
--------------------------------------------------------------------------------
PORTFOLIO MANAGER
[Picture]
IAIN C. CLARK
MAJOR PORTFOLIO HOLDINGS
at April 30, 1995
SECURITY VALUE
-------- ----------
Nippon Telegraph & Telephone ............................. $3,087,563
Yamaha ................................................... 3,085,782
East Japan Railway ....................................... 3,024,886
Toshiba .................................................. 2,754,349
Mitsubishi Rayon ......................................... 2,733,820
Pioneer Electronic ....................................... 2,521,817
Sumitomo Trust and Banking ............................... 1,734,046
Nippon Paper ............................................. 1,628,139
Fuji Bank ................................................ 1,558,920
Nomura Securities ........................................ 1,453,250
LARGEST PORTFOLIO CHANGES*
November 1, 1994, to April 30, 1995
SHARES
-----------------------
HOLDINGS
ADDITIONS INCREASE 4/30/95
--------- -------- -------
Groupe Danone .................................... 5,000 5,000
Jurong Shipyard .................................. 160,000 160,000
Kao .............................................. 72,000 72,000
L.M. Ericsson (Series B) ......................... 14,000 14,000
L'Oreal .......................................... 3,200 3,200
Lufthansa ........................................ 6,700 6,700
Nomura Securities ................................ 72,000 72,000
Pioneer Electronic ............................... 25,000 120,000
Societe Generale ................................. 8,000 8,000
Yamaha ........................................... 55,000 230,000
HOLDINGS
REDUCTIONS DECREASE 4/30/95
---------- ------- -------
Alusuisse-Lonza .................................. 1,000 --
Bekaert .......................................... 900 --
Cie Generale des Eaux ............................ 5,400 --
City Developments ................................ 176,920 --
Credito Italiano ................................. 606,890 --
Daiwa House Industry ............................. 82,000 87,000
Muenchener Ruckversicherung ...................... 281 --
NSK .............................................. 68,000 16,000
Schneider ........................................ 7,200 --
Tuntex Distinct GDRs ............................. 57,522 4,462
* Largest portfolio changes from the previous period to the current period are
based on cost of purchases and proceeds from sales of securities.
--------------------------------------------------------------------------------
PERCENTAGE OF INVESTMENTS BY COUNTRY AS OF APRIL 30, 1995
Japan .................................................. 37.0%
United Kingdom ......................................... 16.9
France ................................................. 7.8
Switzerland ............................................ 5.1
Germany ................................................ 4.3
Netherlands ............................................ 4.4
Australia .............................................. 3.0
Singapore .............................................. 2.8
Sweden ................................................. 2.3
Hong Kong .............................................. 1.9
India .................................................. 1.8
Spain .................................................. 1.7
Thailand ............................................... 1.6
Taiwan ................................................. 1.4
Malaysia ............................................... 1.3
Denmark ................................................ 1.1
Argentina .............................................. 1.0
Indonesia .............................................. 1.0
Mexico ................................................. 1.0
Italy .................................................. 0.8
Korea .................................................. 0.8
Norway ................................................. 0.7
Brazil ................................................. 0.3
-----
Total .................................................. 100.0%
=====
--------------------------------------------------------------------------------
5
<PAGE>
================================================================================
GLOBAL SMALLER COMPANIES FUND
--------------------------------------------------------------------------------
PORTFOLIO MANAGER
[Picture]
IAIN C. CLARK
MAJOR PORTFOLIO HOLDINGS
at April 30, 1995
SECURITY VALUE
-------- ----------
Altera .................................................. $2,909,250
Fusion Systems .......................................... 2,196,250
Electronics for Imaging ................................. 2,064,375
Cognex .................................................. 1,777,500
FSI International ....................................... 1,752,750
Canandaigua Wine (Class A) .............................. 1,735,000
Protein Design Labs ..................................... 1,732,500
Exar .................................................... 1,575,000
BMC Industries .......................................... 1,440,000
PRI Automation .......................................... 1,430,000
LARGEST PORTFOLIO CHANGES*
November 1, 1994, to April 30, 1995
SHARES
-----------------------
HOLDINGS
ADDITIONS INCREASE 4/30/95
--------- -------- -------
AGCO .......................................... 20,000 30,000(1)
BMC Industries ................................ 80,000 80,000
Canandaigua Wine (Class A) .................... 40,000 40,000
Cognex ........................................ 60,000 60,000
Dimac ......................................... 84,500 84,500
Electro Scientific Industries ................. 50,000 50,000
Exar .......................................... 60,000 60,000
Hitachi Medical ............................... 52,000 52,000
Speedway Motorsports .......................... 60,000 60,000
St. John Knits ................................ 30,000 30,000
HOLDINGS
REDUCTIONS DECREASE 4/30/95
---------- -------- --------
Alliance Semiconductor ......................... 50,000 --
Asyst Technologies ............................. 40,000 30,000
BWT ............................................ 4,110 --
Electronics for Imaging ........................ 15,000 45,000
FSI International .............................. 32,000 38,000
Integrated Device Technology ................... 33,000 --
Integrated Silicon Systems ..................... 30,000 --
Novellus Systems ............................... 30,000 --
Thai Plastic & Chemicals ....................... 70,000 --
Western Digital ................................ 70,000 --
* Largest portfolio changes from the previous period to the current period are
based on cost of purchases and proceeds from sales of securities.
(1) Includes 10,000 shares received as a result of a 3-for-2 stock split.
--------------------------------------------------------------------------------
PERCENTAGE OF INVESTMENTS BY COUNTRY AS OF APRIL 30, 1995
United States .......................................... 47.4%
Japan .................................................. 14.2
United Kingdom ......................................... 9.9
France ................................................. 6.1
Sweden ................................................. 4.4
Switzerland ............................................ 3.4
Netherlands ............................................ 1.7
Australia .............................................. 1.4
Norway ................................................. 1.4
Denmark ................................................ 1.0
Germany ................................................ 1.0
Finland ................................................ 0.9
Canada ................................................. 0.8
Italy .................................................. 0.8
Thailand ............................................... 0.8
Indonesia .............................................. 0.7
Singapore .............................................. 0.7
Argentina .............................................. 0.6
India .................................................. 0.6
Mexico ................................................. 0.6
Spain .................................................. 0.6
Malaysia ............................................... 0.5
Hong Kong .............................................. 0.4
Portugal ............................................... 0.1
-----
Total .................................................. 100.0%
=====
--------------------------------------------------------------------------------
6
<PAGE>
================================================================================
GLOBAL TECHNOLOGY FUND
--------------------------------------------------------------------------------
PORTFOLIO MANAGERS
[Picture]
BRIAN ASHFORD-RUSSELL
[Picture]
PAUL H. WICK
MAJOR PORTFOLIO HOLDINGS
at April 30, 1995
SECURITY VALUE
-------- ----------
EMC .................................................... $2,765,000
Altera ................................................. 2,424,375
DSC Communications ..................................... 2,216,250
Cypress Semiconductor .................................. 2,117,500
Intel .................................................. 2,048,750
Applied Materials ...................................... 2,037,750
Lam Research ........................................... 2,025,000
Dell Computer .......................................... 2,023,438
Protein Design Labs .................................... 1,980,000
Tower Semiconductor .................................... 1,912,500
LARGEST PORTFOLIO CHANGES*
November 1, 1994, to April 30, 1995
SHARES
------------------------
HOLDINGS
ADDITIONS INCREASE 4/30/95
--------- -------- -------
COMMON STOCKS
Adaptec ..................................... 50,000 50,000
Applied Materials ........................... 33,000 33,000
Aspect Telecommunications ................... 40,000 40,000
Cidco ....................................... 50,000 50,000
Cypress Semiconductor ....................... 70,000 70,000
DSC Communications .......................... 42,000 60,000
EMC ......................................... 104,000 140,000
Intel ....................................... 20,000 20,000
Lannet Data Communications .................. 60,000 60,000
PREFERRED STOCKS
Nokia ....................................... 11,000 44,000(1)
HOLDINGS
REDUCTIONS DECREASE 4/30/95
------------------------------------------------ ------- -------
COMMON STOCKS
Adtran ......................................... 25,000 --
Arjo ........................................... 44,000 --
Cable & Wireless ............................... 125,000 --
Fuji Photo Film ................................ 35,000 --
Integrated Device Technology ................... 22,000 --
Merix .......................................... 30,000 --
Sanmina ........................................ 25,000 --
Teradyne ....................................... 20,000 --
Triconex ....................................... 40,000 --
Wonderware ..................................... 25,000 --
* Largest portfolio changes from the previous period to the current period are
based on cost of purchases and proceeds from sales of securities. (1) Includes
33,000 shares received as a result of a 4-for-1 stock split.
--------------------------------------------------------------------------------
PERCENTAGE OF INVESTMENTS BY COUNTRY AS OF APRIL 30, 1995
United States .......................................... 58.4%
Japan .................................................. 13.6
United Kingdom ......................................... 13.0
Israel ................................................. 2.7
Netherlands ............................................ 2.2
Taiwan ................................................. 1.7
Finland ................................................ 1.6
Hong Kong .............................................. 1.0
Sweden ................................................. 1.0
Ireland ................................................ 0.9
Singapore .............................................. 0.9
South Korea ............................................ 0.9
France ................................................. 0.8
Italy .................................................. 0.4
Pakistan ............................................... 0.3
Australia .............................................. 0.2
Brazil ................................................. 0.2
Thailand ............................................... 0.2
-----
Total .................................................. 100.0%
=====
7
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
--------------------------------------------------------------------------------
INTERNATIONAL FUND
SHARES VALUE
------ -----
COMMON STOCKS--90.8%
BANKING--11.1%
ABN-AMRO HOLDINGS (Netherlands)
Worldwide banking operation .................. 18,990 $ 727,900
BANCO DE SANTANDER (Spain)
Worldwide banking operation .................. 18,200 662,153
BANCO DE SANTANDER RIGHTS (Spain)
Worldwide banking operation .................. 2,566 92,837
C.S. HOLDINGS (Switzerland)
Worldwide banking operation .................. 1,047 437,620
DEUTSCHE BANK (Germany)
Worldwide banking operation .................. 1,600 783,088
FUJI BANK (Japan)
Worldwide banking operation .................. 65,000 1,558,920
GRUPO FINANCIERO BANAMEX
ACCIVAL (SERIES L) (Mexico)
One of the largest financial
companies in Mexico involved
in banking and stockbroking .................. 100,000 169,038
LLOYDS BANK (UK)
Banking operation engaged in a
full range of financial services,
principally in the UK ........................ 19,000 195,623
MALAYAN BANKING (Malaysia)
Provider of banking services ................. 77,000 526,629
SIAM COMMERCIAL BANK (Thailand)
Provider of banking services ................. 70,000 591,990
SOCIETE GENERALE (France)
Provider of full banking and
financial services ........................... 8,000 875,469
SUMITOMO TRUST AND BANKING (Japan)
Trust bank ................................... 115,000 1,734,046
UNITED OVERSEAS BANK (Singapore)
Comprehensive banking
operation, with substantial
interests in Malaysia ........................ 90,550 941,673
-----------
9,296,986
-----------
CHEMICALS--3.3%
AKZO NOBEL (Netherlands)
Producer of chemicals, fibers,
paints, hospital supplies, and
diagnostics .................................. 7,300 843,660
BAYER (Germany)
Producer of specialty chemicals,
pharmaceuticals, and plastics ................ 3,100 762,524
TOYO INK MANUFACTURING (Japan)
Ink manufacturer ............................. 63,000 414,390
CHEMICALS (continued)
TPI POLENE (Thailand)
Manufacturer of polyethylene ................. 117,500 666,447
TUNTEX DISTINCT GDRS* (Taiwan)
Conglomerate with interests
in chemicals and real estate ................. 4,462 52,429
-----------
2,739,450
-----------
CONSTRUCTION AND PROPERTY--2.5%
DAIWA HOUSE INDUSTRY (Japan)
Builder of steel framed pre-
fabricated houses ............................ 87,000 1,446,126
LAFARGE COPPEE (France)
Global manufacturer of building
materials, including cement
and concrete ................................. 8,917 692,163
-----------
2,138,289
-----------
CONSUMER PRODUCTS--6.1%
CSK (Japan)
Information services company ................. 48,000 1,327,872
KAO (Japan)
Manufacturer of cosmetics and
personal care products ....................... 72,000 871,950
L'OREAL (France)
Manufacturer of health
and beauty products .......................... 3,200 839,153
NESTLE (Switzerland)
Allied companies engaged
in food processing,
pharmaceuticals, and cosmetics ............... 920 898,325
UNILEVER (UK)
A major producer of consumer
goods and personal care products ............. 62,000 1,224,791
-----------
5,162,091
-----------
ELECTRONICS--7.4%
FARNELL ELECTRONICS (UK)
Manufacturer and distributor of
electronic and electrical equipment .......... 100,000 938,630
PIONEER ELECTRONIC (Japan)
Manufacturer of audio equipment,
including laser disks ........................ 120,000 2,521,817
TOSHIBA (Japan)
Diversified manufacturer of
consumer and industrial
electronics .................................. 415,000 2,754,349
-----------
6,214,796
-----------
FINANCIAL SERVICES--1.7%
NOMURA SECURITIES (Japan)
Japan's largest securities firm .............. 72,000 1,453,250
-----------
HEALTH AND HOUSEHOLD--1.1%
ROCHE HOLDINGS (Switzerland)
European pharmaceutical
company and chemicals producer ............... 150 901,178
-----------
------------------
See footnotes on page 20.
8
<PAGE>
================================================================================
April 30, 1995
--------------------------------------------------------------------------------
INTERNATIONAL FUND (continued)
SHARES VALUE
------ -----
INDUSTRIAL GOODS AND
SERVICES--2.5%
BBC BROWN BOVERI (Switzerland)
Manufacturer of heavy equipment
for electric power generation and
distribution ................................. 900 $ 888,220
BTR (UK)
Global company that manufactures
a broad range of industrial goods ............ 230,000 1,218,290
-----------
2,106,510
-----------
INSURANCE--5.1%
ASSICURAZIONE GENERALI (Italy)
Provider of life and non-life
insurance services and
investment and related services .............. 25,500 612,421
AXA (France)
Provider of financial services
and insurance ................................ 17,428 915,460
INTERNATIONALE NEDERLANDEN GROUP
(Netherlands)
Worldwide underwriter of
reinsurance; provider of
financing and consumer credit ................. 17,035 894,680
LEGAL & GENERAL (UK)
A major insurance company
operating primarily in the UK ................. 125,000 949,900
ZURICH VERSICHERUNG (Switzerland)
Provider of insurance services ................ 820 870,087
-----------
4,242,548
-----------
LEISURE AND HOTELS--1.6%
GRANADA GROUP (UK)
Television group with additional
leisure interests .............................. 145,000 1,329,498
-----------
MANUFACTURING--7.0%
DELTA GROUP (UK)
Cable, electrical equipment, and
building products manufacturer ................. 81,000 628,576
FKI BABCOCK (UK)
Electrical engineering company ................. 310,000 793,569
GADJAH TUNGGAL (Indonesia)
Tire manufacturer .............................. 866,000 761,095
HOCHENG GROUP GDRS* (Taiwan)
Manufacturer of bathroom
fixtures ....................................... 27,000 594,000
YAMAHA (Japan)
Manufacturer of musical
instruments and audio
equipment ...................................... 230,000 3,085,782
-----------
5,863,022
-----------
MEDIA--5.4%
NEWS CORP. (Australia)
Global printer and publisher of
professional trade journals
and magazines .................................. 140,620 683,793
NIPPON TELEVISION NETWORK (Japan)
Japanese television broadcasters ............... 3,530 783,746
REED ELSEVIER (Netherlands)
Global printer and publisher of
professional trade journals and
magazines ...................................... 85,000 927,769
REUTERS HOLDINGS (UK)
Holding company for the Reuters
news organization .............................. 163,000 1,239,982
WPP GROUP (UK)
Owner of major global
advertising agencies ........................... 480,000 857,808
-----------
4,493,098
-----------
METALS--1.2%
ACESITA ADRS* (Brazil)
Steel manufacturer ............................. 16,950 260,605
HINDALCO GDSS (India)
A large aluminum producer ...................... 25,000 650,000
NSK (Japan)
Manufacturer of ball bearings .................. 16,000 116,450
-----------
1,027,055
-----------
PAPER AND PACKAGING--3.0%
NIPPON PAPER (Japan)
Largest Japanese paper manufacturer ............ 210,000 1,628,139
STORA KOPPARBERGS (Sweden)
Manufacturer of forestry products .............. 13,000 870,854
-----------
2,498,993
-----------
RESOURCES--6.2%
BRITISH PETROLEUM (UK)
Oil producer, refiner, and
distributor .................................... 180,000 1,296,855
BROKEN HILL PROPRIETARY
(Australia) The largest
resources company in Australia
with interests in steel,
oil, and minerals .............................. 81,000 1,179,279
ELF AQUITAINE (France) Oil and gas
exploration; manufacturer of chemical compounds 11,252 895,463
MIM HOLDINGS
(Australia) International minerals and
metals exploration company...................... 346,000 506,260
------------------
See footnotes on page 20.
9
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS (continued)
--------------------------------------------------------------------------------
INTERNATIONAL FUND
SHARES VALUE
------ -----
RESOURCES (continued)
REPSOL (Spain)
Oil explorer, refiner, and
distributor .................................... 17,700 $ 561,586
YPF SOCIEDAD ANONIMA ADRS
(Argentina)
Oil and gas producer ........................... 37,000 749,250
-----------
5,188,693
-----------
RETAILING--5.1%
AOYAMA TRADING (Japan)
Suit and clothing retailer ..................... 19,000 367,705
CARREFOUR SUPERMARCHE (France)
Supermarket operator in Europe,
the Americas, and Taiwan ....................... 1,770 884,193
GROUPE DANONE (France)
Food retailer .................................. 5,000 823,792
KARSTADT (Germany)
Retailer ....................................... 2,100 901,502
TESCO (UK)
Supermarket chain .............................. 285,000 1,282,486
-----------
4,259,678
-----------
SHIPBUILDING--2.1%
JURONG SHIPYARD (Singapore)
Leading ship repair company in
Singapore ...................................... 160,000 1,227,856
KVAERNER INDUSTRIES (Norway)
Engineering company specializing
in shipbuilding ................................ 12,920 559,218
-----------
1,787,074
-----------
TELECOMMUNICATIONS--7.4%
GRUPO CARSO ADRS*+ (Mexico)
Holding company with a substantial
stake in Telmex and a number
of industrial subsidiaries ..................... 55,000 635,800
HONG KONG TELECOMMUNICATIONS
(Hong Kong)
Provider of telecommunications
services ....................................... 376,000 735,779
L.M. ERICSSON (SERIES B) (Sweden)
Manufacturer of tele-
communications equipment ....................... 14,000 924,391
NIPPON TELEGRAPH & TELEPHONE
(Japan)
Telecommunications company ..................... 350 3,087,563
TELE DANMARK (Denmark)
Provider of telecommunications
services ....................................... 16,400 854,527
-----------
6,238,060
-----------
TEXTILES--3.3%
MITSUBISHI RAYON (Japan)
Textile manufacturer ........................... 656,000 2,733,820
TOBACCO--1.5%
B.A.T. INDUSTRIES (UK)
Manufacturer of tobacco and a
financial services company ..................... 165,000 1,245,899
TRANSPORTATION--6.1%
EAST JAPAN RAILWAY (Japan)
Provider of railway services ................... 583 3,024,886
LUFTHANSA (Germany)
Operator of international airline
services ....................................... 6,700 884,581
PERUSAHAAN OTOMOBIL
NASIONAL (Malaysia)
Assembler of motor cars ........................ 138,000 469,122
SWIRE PACIFIC (Hong Kong)
Conglomerate with major
interests in property development
and aviation ................................... 117,000 782,065
-----------
5,160,654
-----------
UTILITIES--0.1%
ALCATEL ALSTHOM (France)
Telecommunications, electric
power generation, and
transmission networks .......................... 1,204 111,263
-----------
TOTAL COMMON STOCKS
(Cost $71,691,486) .................................. 76,191,905
-----------
------------------
See footnotes on page 20.
10
<PAGE>
================================================================================
April 30, 1995
--------------------------------------------------------------------------------
INTERNATIONAL FUND (continued)
PRIN. AMT. VALUE
--------- -----
CONVERTIBLE BONDS--2.3%
CONGLOMERATE--0.8%
DAEWOO (Korea) Zero Coupon
Bond due 12/31/2004
Conglomerate with interests
in construction, shipbuilding,
and auto production ............................ $ 1,140,000 $ 624,150
-----------
ELECTRONICS--0.5%
TECO ELECTRONICS & MACHINERY
(Taiwan) 2 3/4%, due 4/15/2004
Manufacturer of household
appliances and electrical
equipment ...................................... 520,000 448,500
-----------
INSURANCE--0.1%
AXA (France)
4 1/2%, due 1/1/1999
Provider of financial
services and insurance ......................... 295,650** 64,576
-----------
MANUFACTURING--0.9%
GUJARAT AMBUJA (India)
3 1/2%, due 6/30/1999
Cement manufacturer ............................ 600,000 772,500
-----------
TOTAL CONVERTIBLE BONDS
(Cost $2,398,985) .............................. 1,909,726
-----------
TOTAL INVESTMENTS--93.1%
(Cost $74,090,471) .................................. 78,101,631
OTHER ASSETS
LESS LIABILITIES--6.9% ......................... 5,780,212
-----------
NET ASSETS--100.0% .................................. $83,881,843
===========
------------------
See footnotes on page 20.
11
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS (continued)
--------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND
SHARES VALUE
------ -----
COMMON STOCKS--90.7%
ADVERTISING--3.7%
ASATSU (Japan)
Advertising agency ...................... 27,000 $1,073,909
DIMAC (US)
Business services, direct marketing ..... 84,500 1,320,313
HERITAGE MEDIA (Class A) (US)
Broadcasting and in-store advertising ... 55,000 1,402,500
-----------
3,796,722
-----------
AUTOMOTIVE PARTS MANUFACTURING--1.0%
LINAMAR (Canada)
Auto parts supplier to all major
US car manufacturers ......................... 24,000 280,694
MONTUPET (France)
Manufacturer of auto components .............. 4,200 697,943
-----------
978,637
-----------
BUILDING MATERIALS--0.9%
POLYPIPE (UK)
Manufacturer of plastic piping and
molded plastic products ...................... 340,000 892,262
-----------
BUSINESS SERVICES--3.9%
BISYS GROUP* (US)
Data processing service for banks ............ 60,000 1,252,500
INTERNATIONAL BUSINESS
COMMUNICATIONS HOLDINGS (UK)
Organizer of conferences and
publisher .................................... 335,000 1,386,130
SUNGARD DATA SYSTEMS (US)
Computer services aimed at
disaster recovery ............................ 30,000 1,391,250
-----------
4,029,880
-----------
CAPITAL GOODS--2.1%
FUSION SYSTEMS* (US)
Manufacturer of ultraviolet
curing systems ............................... 70,000 2,196,250
-----------
CHEMICALS--3.0%
DALLOZ* (France)
Manufactures polycarbonate-
injected plastic for use in sun-
glasses and protective eye wear .............. 5,860 948,858
HOEGANAES (SERIES B) (Sweden)
Producer of metal powders .................... 45,000 759,801
TOSHIBA CHEMICAL (Japan)
Produces synthetic resin molded
products and insulating materials ............ 37,000 292,574
TOYO INK MANUFACTURING (Japan)
Ink manufacturer ............................. 158,000 1,039,264
-----------
3,040,497
-----------
CONSTRUCTION AND PROPERTY--1.8%
BUKIT SEMBAWANG ESTATES (Singapore)
Property developer ............................. 36,000 624,830
DANSKE TRAELASTKOMPAGNE (Denmark)
Timber supply company .......................... 12,100 914,632
EX-LANDS (UK)
UK and European property
company ........................................ 166,615 54,991
TILBURY DOUGLAS (UK)
Small contractor in the UK ..................... 31,500 234,811
-----------
1,829,264
-----------
CONSUMER GOODS AND SERVICES--6.1%
CANANDAIGUA WINE (CLASS A)* (US)
Wine, imported beer, and
distilled spirits .............................. 40,000 1,735,000
DEVRY (US)
Technical and MBA degree schools ............... 25,000 946,875
FUJITSU BUSINESS SYSTEMS (Japan)
Distributor of electronic and
communications equipment ....................... 13,000 371,980
LE CREUSET (France)
Quality cookware manufacturer ................ 40,000 137,816
MARIEBERG TIDNINGS (SERIES A)
(Sweden)
Newspaper publisher and
distributor .................................. 30,000 634,197
RENTSCH, WALTER HOLDINGS
(Switzerland)
Swiss distributor of Canon, Inc.
products ..................................... 5,250 1,007,853
SORINI (Indonesia)
Manufacturer of Sorbitol and
Maltodexin, etc .............................. 100,000 370,578
ST. JOHN KNITS (US)
Apparel manufacturer ......................... 30,000 1,038,750
-----------
6,243,049
-----------
DRUGS AND HEALTH CARE--2.6%
F.H. FAULDING (Australia)
Pharmaceutical wholesaler .................... 90,136 433,056
HORIZON MENTAL HEALTH
MANAGEMENT (US)
Psychiatric care provider ...................... 15,000 166,875
------------------
See footnotes on page 20.
12
<PAGE>
================================================================================
April 30, 1995
--------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND (continued)
SHARES VALUE
------ -----
NACIONAL DE DROGAS (SERIES L)
(Mexico)
Pharmaceutical wholesaler ...................... 100,000 $ 309,623
PROTEIN DESIGN LABS (US)
Biotechnology company that
develops antibodies and other
proteins to treat diseases ..................... 70,000 1,732,500
-----------
2,642,054
-----------
ELECTRICAL DISTRIBUTION--1.5%
REXEL (France)
European electrical wholesaler ................. 5,155 846,195
TRIFAST (UK)
Manufacturer and distributor of
fasteners for the electronics industry ......... 175,000 732,550
-----------
1,578,745
-----------
ELECTRICAL UTILITIES--0.6%
CENTRAL COSTANERA ADSS+
(Argentina)
Electrical power generation
company ........................................ 20,000 590,000
-----------
ELECTRONICS--7.2%
BMC INDUSTRIES (US)
Television aperture masks ...................... 80,000 1,440,000
COGNEX (US)
Manufacturer of machine
vision systems ................................. 60,000 1,777,500
ELECTRO SCIENTIFIC INDUSTRIES (US)
Laser trimming systems, memory
repair systems, and test and
production equipment ........................... 50,000 1,331,250
ENPLAS (Japan)
Producer of plastics for engineering ........... 13,000 302,523
FOSTER ELECTRIC (Japan)
Speaker manufacturer with
worldwide production ........................... 122,000 738,736
ISA INTERNATIONAL (UK)
Supplier of computer
consumables .................................. 325,000 497,087
OTRA NV (Netherlands)
Holding company for various
technical product wholesale
companies .................................... 4,280 861,496
TECHNICHE* (Australia)
A specialist in the transfer and
integration of digital
communications ............................... 177,000 434,215
-----------
7,382,807
-----------
FINANCIAL SERVICES--3.6%
PROTECTOR FORSIKRING* (Norway)
Provider of non-life insurance
policies ..................................... 44,800 897,724
FINANCIAL SERVICES (continued)
ROOSEVELT FINANCIAL GROUP (US)
Largest St. Louis-based savings
institution ................................ 54,000 867,375
T. ROWE PRICE (US)
Investment advisor to the
T. Rowe Price Mutual Funds and
institutional money managers ............... 30,000 1,095,000
WORLD ACCEPTANCE* (US)
Small-loan consumer financier .............. 30,000 855,000
-----------
3,715,099
-----------
FOOD--0.2%
GRUPO HERDEZ (SERIES A)
(Mexico)
Food manufacturer .......................... 453,230 168,397
-----------
LEISURE--1.1%
SPEEDWAY MOTORSPORTS (US)
Owner/operator of
NASCAR racetracks .......................... 60,000 1,102,500
-----------
MANUFACTURING--8.2%
AGCO (US)
Farm equipment ................................. 30,000 1,068,750
ANDAYANI MEGAH (Indonesia)
Manufacturer of tire cord ...................... 284,000 252,777
ANGPANNE FORENINGEN (Sweden)
Manufacturer of electrical
engineering products ........................... 49,900 787,736
DANTO (Japan)
Manufacturer of wall and
floor tiles .................................... 10,000 134,165
DAVID BROWN GROUP (UK)
Diversified engineering company
that manufactures transmission
equipment and pumps ............................ 122,416 435,568
FUTURIS (Australia)
Mini-conglomerate with interests
in building materials and chemicals ............ 535,442 436,548
GLORY KOGYO (Japan)
Manufacturer and major exporter
of currency-handling machines .................. 12,000 364,737
INDUSTRIE NATUZZI ADRS (Italy)
Manufacturer of leather furniture .............. 21,240 793,845
INTERNATIONAL DE CERAMICA* (Mexico)
Manufacturer of ceramic tiles .................. 40,000 63,331
KALMAR INDUSTRIES (Sweden)
Manufacturer of heavy-lift trucks .............. 47,500 648,783
NAMURA SHIPBUILDING (Japan)
Shipbuilder .................................... 58,000 344,316
NICHICON (Japan)
Manufacturer of electrical
equipment ...................................... 33,000 470,169
------------------
See footnotes on page 20.
13
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS (continued)
--------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND (continued)
SHARES VALUE
------ -----
MANUFACTURING (continued)
SINGAMAS CONTAINER (Hong Kong)
Dry-goods freight manufacturer ................. 1,700,000 $ 377,680
SODICK (Japan)
Manufacturer of electro dischargers ............ 48,000 387,533
TSUDAKOMA (Japan)
Manufacturer of air-jet looms .................. 115,000 882,042
VALMET OY (Finland)
Manufacturer of paper and pulp
machinery ...................................... 39,700 898,745
-----------
8,346,725
-----------
MEDIA--3.0%
CAPITAL RADIO (UK)
Commercial radio station in London ............. 85,000 515,925
HODDER HEADLINE (UK)
Book publisher and distributor ................. 100,000 555,450
JOURNALGESTE* (Portugal)
Newspaper publisher ............................ 9,400 158,375
TRINITY INTERNATIONAL (UK)
Publisher of regional newspapers
in the UK, US, and Canada ...................... 75,000 403,305
UNITED VIDEO SATELLITE GROUP
(Class A) (US)
Satellite-delivered program services ........... 55,000 1,395,625
-----------
3,028,680
-----------
MEDICAL PRODUCTS AND
TECHNOLOGY--2.5%
ARJO (Sweden)
Manufacturer of patient handling
equipment ...................................... 33,000 511,888
HITACHI MEDICAL (Japan)
Manufacturer of medical
equipment ...................................... 52,000 784,090
LIFE SCIENCES INTERNATIONAL (UK)
Manufacturer of medical equipment .............. 200,000 441,140
SULLIVAN DENTAL PRODUCTS (US)
A leading national distributor of
dental supplies ................................ 60,000 825,000
-----------
2,562,118
-----------
METALS--1.8%
NAKAYAMA STEEL WORKS (Japan)
Small blast furnace company
producing mainly for the
housing industry ............................... 141,000 1,006,127
ODIN MINING & INVESTMENTS* (Australia)
Explorer of precious metals,
mainly gold .................................... 13,750 5,505
SUMITOMO SITIX (Japan)
Titanium producer .............................. 69,000 868,388
-----------
1,880,020
-----------
OIL SERVICE--1.5%
COFLEXIP ADRS (France)
Manufacturer of flexible oil pipes ............. 35,343 1,064,708
ENSERV* (Canada)
Diversified oil field services
company ...................................... 60,000 436,512
-----------
1,501,220
-----------
PAPER AND PACKAGING--3.2%
BOBST AG (Switzerland)
Manufactures machinery for the
paper and package industries ................. 659 897,068
KISHU PAPER (Japan)
Low-cost specialty paper
manufacturer ................................. 91,000 449,463
MUNSKJO (Sweden)
Specialty paper producer ..................... 100,000 837,360
RENGO (Japan)
Manufacturer of paper boards
and jute liners .............................. 47,000 357,697
DAVID S. SMITH HOLDINGS (UK)
Paper and packaging manufacturer
in the UK and France ......................... 31,593 282,299
WACE GROUP (UK)
Provides pre-press and printing
services ..................................... 140,000 504,896
-----------
3,328,783
-----------
RESOURCES--1.1%
NITTETSU MINING (Japan)
Open cast coal miner ......................... 112,000 1,118,338
-----------
RESTAURANTS--2.3%
AIYA (Japan)
Restaurant chain ............................. 65,000 879,786
INTERNATIONAL HOUSE OF
PANCAKES (US)
National restaurant chain .................... 40,000 905,000
PIZZA EXPRESS (UK)
Operator of restaurant chain ................. 250,000 547,400
-----------
2,332,186
-----------
RETAILING--4.2%
ADELSTEN (CLASS B) (Norway)
Retailer concentrated in the
Scandinavian markets ......................... 2,775 400,368
CLINTON CARDS (UK)
Retailer of greetings cards .................. 256,000 342,093
FOTOLABO CLUB (Switzerland)
Film processor ............................... 200 558,464
GENERAL NUTRITION COMPANIES* (US)
A leading US retailer of vitamins
and nutritional supplements .................. 37,000 920,375
------------------
See footnotes on page 20.
14
<PAGE>
================================================================================
April 30, 1995
--------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND (continued)
SHARES VALUE
------ -----
RETAILING (continued)
HELLO DIRECT (US)
Food retailer .................................. 30,000 $ 354,375
HORNBACH BAUMARKT (Germany)
A large home improvement and
garden center retailer ......................... 1,529 969,151
PRODEGA (Switzerland)
Food retailer .................................. 2,700 777,487
-----------
4,322,313
-----------
TECHNOLOGY--14.8%
ALTERA* (US)
Manufacturer of programmable
logic circuits ................................. 36,000 2,909,250
ASYST TECHNOLOGIES* (US)
Miniature clean-room environment
devices for the manufacture of
silicon wafers ................................. 30,000 1,170,000
CREDENCE SYSTEMS (US)
Manufacturer of semiconductor
test equipment ................................. 35,000 1,277,500
ELECTRONICS FOR IMAGING* (US)
Color copier servers ........................... 45,000 2,064,375
EXAR* (US)
Electrical components--semiconductors .......... 60,000 1,575,000
FSI INTERNATIONAL* (US)
Semiconductor manufacturing
equipment ..................................... 38,000 1,752,750
GETRONICS (Netherlands)
Computer systems' integration
house and consultant .......................... 17,726 722,697
MATTSON TECHNOLOGY (US)
Photo-resist strip equipment .................. 38,000 1,026,000
PRI AUTOMATION (US)
Semiconductor factory automation systems ...... 55,000 1,430,000
SANMINA* (US)
Manufacturer of electronic circuit boards ..... 35,000 1,194,375
-----------
15,121,947
-----------
TELECOMMUNICATIONS--0.7%
LOXLEY (Thailand)
Supplier of computer and
telecommunications equipment .................. 40,000 754,625
TEXTILES AND APPAREL--2.0%
Claremont Garments (UK)
Manufacturer of women's clothing
for a major UK retailer ....................... 88,000 $ 444,875
NAUTICA ENTERPRISES* (US)
Manufacturer of men's sportswear .............. 35,000 975,625
RENOWN* (Japan)
Clothing manufacturer ......................... 150,000 632,235
-----------
2,052,735
-----------
TRANSPORTATION--2.8%
FORTH PORTS (UK)
Holder of the monopoly of ports
in the Forth region of Scotland .............. 40,000 318,780
KELANG CONTAINER (Malaysia)
Provides container handling and
storage facilities ........................... 190,000 457,507
PST VANS (US)
Regional truckload carrier ................... 50,000 784,375
RUBIS ET CIE (France)
Chemical storage and distribution company .... 16,000 444,219
TONAMI TRANSPORT (Japan)
Regional transport company ................... 117,000 872,378
-----------
2,877,259
-----------
VETERINARY PRODUCTS--0.5%
VIRBAC (France)
Manufacturer of animal drugs
and veterinary products ...................... 4,972 539,066
MISCELLANEOUS--2.8%
FROST GROUP (UK)
Gas station chain ............................ 100,000 437,920
NU-KOTE HOLDINGS (CLASS A)* (US)
Manufacturer of products for
printing equipment ........................... 50,000 1,387,500
TECHNIP* (France)
Engineering contractors ...................... 17,390 1,036,105
-----------
2,861,525
-----------
TOTAL COMMON STOCKS
(Cost $80,506,017) ........................... 92,813,703
-----------
------------------
See footnotes on page 20.
15
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS (continued)
--------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND (continued)
PRIN. AMT. VALUE
---------- -----
CONVERTIBLE BONDS--1.4%
CONSTRUCTION AND PROPERTY--0.3%
Ex-Lands (UK) 7 1/2%, due 1/1/2020
UK and European property
company ...................................... 233,261(0) $ 289,945
----------
MANUFACTURING--0.5%
GUJURAT AMBUJA CEMENT (India)
3 1/2%, due 6/30/1999
Cement manufacturer .......................... $450,000 579,375
----------
MEDIA
AUDIOFINA (Belgium)
5%, due 12/31/1996
Holding company with radio
and TV interests across Europe .............. 3,100++ 14,842
----------
PUBLISHING--0.6%
GRUPO ANAYA (Spain)
7%, due 3/18/1998
Publishing company........................... 72,000,000+++ $ 582,760
-----------
TOTAL CONVERTIBLE BONDS
(Cost 1,490,391) ............................ 1,466,922
-----------
TOTAL INVESTMENTS--92.1%
(Cost $81,996,408) .......................... 94,280,625
OTHER ASSETS LESS
LIABILITIES--7.9% ........................... 8,103,748
------------
NET ASSETS--100.0% ............................... $102,384,373
============
16
<PAGE>
================================================================================
April 30, 1995
--------------------------------------------------------------------------------
GLOBAL TECHNOLOGY FUND
SHARES VALUE
------ -----
COMMON STOCKS--93.1%
BROADCASTING--0.9%
AUSTRALIS MEDIA* (Australia)
Satellite broadcasting ......................... 300,000 $ 183,443
BELL CABLEMEDIA ADRS* (UK)
Cable television operator ...................... 50,000 850,000
-----------
1,033,443
-----------
COMPUTER AND BUSINESS
SERVICES--4.3%
LOGICA (UK)
Computer services .............................. 260,000 1,477,658
SPS TRANSACTION SERVICES* (US)
Transaction processing services ................ 30,000 918,750
SUNGARD DATA SYSTEMS (US)
Computer services aimed at
disaster recovery .............................. 33,000 1,530,375
UNILOG (France)
Computer consultants ........................... 13,441 896,157
UNIPALM GROUP* (UK)
Distributor of networking products ............... 150,000 369,495
-----------
5,192,435
-----------
COMPUTER HARDWARE/
PERIPHERALS--8.7%
DELL COMPUTER* (US)
Developer and manufacturer of
IBM compatible personal
computers ...................................... 37,000 2,023,438
ELECTRONICS FOR IMAGING* (US)
Color copier servers ........................... 40,000 1,835,000
EMC* (US)
Mainframe storage devices ...................... 140,000 2,765,000
LINX PRINTING TECHNOLOGY (UK)
Manufacturer of ink jet printers ............... 595,000 766,360
MYLEX (US)
Computer/electronics ........................... 110,000 1,216,875
PSION (UK)
Manufacturer of hand-held
computers ...................................... 350,000 1,791,930
-----------
10,398,603
-----------
COMPUTER SOFTWARE--12.4%
ACORN COMPUTER* (UK)
Leading UK supplier to the
educational computer market .................... 850,000 1,190,595
COMPUTER SOFTWARE (CONTINUED)
ACT (UK)
Provider of software products and
services for the financial services
industry ....................................... 400,000 708,400
CBT GROUP ADRS (Ireland)
Computer-based training ........................ 40,000 1,065,000
COMPUWARE* (US)
Mainframe systems software ..................... 60,000 1,560,000
Learmonth & Burchett
MANAGEMENT SYSTEMS (UK)
Supplier of computer aided
software engineering tools and
consultancy services ........................... 600,000 1,439,340
MAPINFO* (US)
Developer of desktop mapping
software ....................................... 40,000 1,200,000
MERCURY INTERACTIVE (US)
Automated testing software ..................... 50,000 1,062,500
MISYS (UK)
Provider of software products and
services for the financial services
industry ....................................... 25,000 146,913
OPEN ENVIRONMENT (US)
Client-server application
development tools .............................. 20,000 357,500
PARAMETRIC TECHNOLOGY* (US)
Mechanical design software ..................... 30,000 1,421,250
RENAISSANCE SOLUTIONS (US)
Client-server systems integration
services and management
consulting ..................................... 11,000 140,250
SYNOPSYS* (US)
Developer of design software ................... 28,000 1,522,500
TGV SOFTWARE (US)
Internetworking software
products ....................................... 50,000 950,000
TRANSACTION SYSTEMS
ARCHITECTS (US)
Electronic commerce software and
services provider ............................ 50,000 1,028,125
VMARK SOFTWARE (US)
Software for commercial
applications ................................. 70,000 1,023,750
-----------
14,816,123
-----------
CONTRACT MANUFACTURING--3.8%
ACT MANUFACTURING* (US)
Electronic manufacturing services ............ 56,000 798,000
ALTRON* (US)
Manufacturer of printed circuit
boards ....................................... 70,000 1,067,500
17
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS (continued)
--------------------------------------------------------------------------------
GLOBAL TECHNOLOGY FUND (CONTINUED)
SHARES VALUE
------ -----
CONTRACT MANUFACTURING (continued)
GLORY KOGYO (Japan)
Manufacturer and major exporter
of currency-handling machines ................ 21,000 $ 638,290
HANA MICROELECTRONICS (Thailand)
Contract manufacturer ........................ 70,000 199,227
RAINFORD* (UK)
Contract manufacturer specializing
in the cellular base station market .......... 150,000 738,990
VENTURE MANUFACTURING* (Singapore)
Contract manufacturer ........................ 441,000 1,050,075
-----------
4,492,082
-----------
DISTRIBUTORS--0.7%
ELECTROCOMPONENTS (UK)
Distributor of electronic
components ................................... 100,000 862,960
-----------
ELECTRONICS--13.2%
GRASEBY (UK)
Electronic components and
environmental and medical
instrumentation .............................. 200,000 466,900
HIROSE ELECTRONICS (Japan)
Manufacturer of specialist
connectors ..................................... 18,000 1,092,075
HITACHI (Japan)
Diversified electronics
manufacturer ................................... 95,000 964,381
KYOCERA (Japan)
Semiconductor packaging,
capacitors, and cellular
component supplier ............................. 18,000 1,389,136
MOTOROLA (US)
Semiconductors and electronic
equipment ...................................... 24,000 1,365,000
MURATA MANUFACTURING (Japan)
Manufacturer of ceramic
capacitors and filters ......................... 30,000 1,203,918
NICHICON (Japan)
Manufacturer of capacitors ..................... 74,000 1,054,319
Philips Electronics (Netherlands)
Consumer and industrial
electronics .................................... 36,000 1,368,347
SAMSUNG ELECTRONICS GDRS+
(South Korea)
Manufacturer of consumer
electronics and semiconductors ................. 18,000 850,500
ELECTRONICS (continued)
Samsung Electronics Rights*
(South Korea)
Manufacturer of consumer
electronics and semiconductors ................. 3,562 168,305
SUMITOMO SITIX (Japan)
Supplier of silicon wafers ..................... 45,000 566,340
TDK (Japan)
Leader in magnetic tapes and
heads for disc drives .......................... 21,000 957,435
TOSHIBA (Japan)
Diversified manufacturer of
consumer and industrial
electronics .................................... 90,000 597,329
UNITECH (UK)
Manufacturer of power supplies ................. 200,000 1,181,740
VARITRONIX INTERNATIONAL (Hong Kong)
Manufacturer of LCDs ........................... 320,000 467,063
YAGEO GDRS*+ (Taiwan)
Manufacturer of passive components ............. 31,152 623,040
YAMAHA (Japan)
Consumer electronics and sound chip technology .. 70,000 939,151
YAMAICHI ELECTRONICS (Japan)
Manufacturer of integrated circuits' sockets ..... 29,000 509,587
-----------
15,764,566
-----------
MEDICAL PRODUCTS AND
TECHNOLOGY--1.8%
PROTEIN DESIGN LABS (US)
Antibody technology research and
development .................................... 80,000 1,980,000
TOWA PHARMACEUTICAL* (Japan)
Supplier of generic pharmaceuticals ............ 3,300 191,202
-----------
2,171,202
-----------
<PAGE>
================================================================================
April 30, 1995
--------------------------------------------------------------------------------
GLOBAL TECHNOLOGY FUND (CONTINUED)
SHARES VALUE
------ -----
NETWORKING/COMMUNICATIONS
INFRASTRUCTURE--8.3%
ASPECT TELECOMMUNICATIONS (US)
Automated call distribution
equipment ...................................... 40,000 $ 1,675,000
BOSTON TECHNOLOGY (US)
Voice processing systems ....................... 60,000 903,750
CIDCO (US)
Telecommunications equipment ................... 50,000 1,800,000
DSC COMMUNICATIONS* (US)
Digital telephone switching systems ............ 60,000 2,216,250
LANNET DATA COMMUNICATIONS* (Israel)
Local area networking equipment ................ 60,000 1,170,000
18
<PAGE>
================================================================================
April 30, 1995
--------------------------------------------------------------------------------
GLOBAL TECHNOLOGY FUND (CONTINUED)
SHARES VALUE
------ -----
NETWORKING/COMMUNICATIONS
INFRASTRUCTURE (continued)
L.M. ERICSSON (Series B) (Sweden)
Manufacturer of telecom-
munications equipment .......................... 17,000 $1,122,474
S. MEGGA INTERNATIONAL
(Hong Kong)
Manufacturer and distributor of
telecommunications equipment ................... 1,124,000 62,428
TELEMETRIX (UK)
Networking components .......................... 875,000 972,038
-----------
9,921,940
-----------
PRINTING AND PUBLISHING--0.8%
TOYO INK MANUFACTURING (Japan)
Digital printing ............................... 140,000 920,867
-----------
SEMICONDUCTORS--16.8%
ADAPTEC* (US)
Manufacturer, computer data
flow systems .................................. 50,000 1,606,250
ADVANCED MICRO DEVICES* (US)
Microprocessors and
memory circuits ............................... 50,000 1,800,000
ALTERA* (US)
Manufacturer of integrated
circuits ...................................... 30,000 2,424,375
CYPRESS SEMICONDUCTOR* (US)
Electrical components ......................... 70,000 2,117,500
DSP COMMUNICATIONS (US)
Digital signal processor-
based software ................................ 50,000 787,500
EXAR* (US)
Manufacturer of mixed-signal
circuits ...................................... 55,000 1,443,750
INTEL (US)
Semiconductor memory circuits ................. 20,000 2,048,750
LINEAR TECHNOLOGY (US)
Producer of high-performance
analog semiconductors ......................... 27,000 1,603,125
QUALITY SEMICONDUCTOR (US)
Semiconductor manufacturer .................... 98,000 1,139,250
ROHM (Japan)
Producer of custom linear
integrated circuits ........................... 30,000 1,385,574
TOWER SEMICONDUCTOR* (Israel)
Semiconductor foundry services ................ 90,000 1,912,500
XILINX (US)
Field programmable gate arrays ..................... 24,000 1,836,000
-----------
20,104,574
-----------
SEMICONDUCTOR CAPITAL
EQUIPMENT--18.0%
ADVANTEST (Japan)
Manufacturer of semiconductor
testing equipment ............................. 40,000 1,291,778
APPLIED MATERIALS* (US)
World's largest supplier of
semiconductor fabrication
equipment ..................................... 33,000 2,037,750
ASM LITHOGRAPHY HOLDINGS*
(Netherlands)
Semiconductor capital equipment ............... 40,800 1,111,800
ASM PACIFIC TECHNOLOGY (Hong Kong)
Manufacturer of semiconductor
production equipment .......................... 854,000 573,599
ATMEL (US)
High-performance semiconductor
manufacturing ................................. 30,000 1,316,250
COGNEX* (US)
Manufacturer of machine vision
systems ....................................... 55,000 1,629,375
CREDENCE SYSTEMS* (US)
Automated semiconductor test
equipment ..................................... 40,000 1,460,000
ELECTROGLAS* (US)
Semiconductor engineering ..................... 40,000 1,750,000
FSI INTERNATIONAL* (US)
Manufacturer of semiconductor
production equipment .......................... 29,000 1,337,625
FUSION SYSTEMS* (US)
Semiconductor manufacturing
equipment ...................................... 40,000 1,255,000
GENUS* (US)
Semiconductor production
equipment ...................................... 100,000 1,050,000
LAM RESEARCH* (US)
Manufacturer of plasma
etching equipment .............................. 40,000 2,025,000
PRI AUTOMATION (US)
Semiconductor factory automation
software ....................................... 70,000 1,820,000
SEMITOOL (US)
Semiconductor capital equipment ................ 45,000 1,080,000
TOKYO ELECTRON (Japan)
Largest Japanese producer of
semiconductor production
equipment ...................................... 25,000 777,679
UNIPHASE (US)
Optoelectronic inspection
stations ....................................... 50,000 987,500
-----------
21,503,356
-----------
19
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS (continued)
--------------------------------------------------------------------------------
GLOBAL TECHNOLOGY FUND (continued)
SHARES VALUE
------ -----
TELECOMMUNICATIONS--1.8%
DDI (Japan)
Long distance and cellular
operator ....................................... 50 $ 439,300
NTT DATA COMMUNICATIONS (Japan)
Value-added network operator ................... 40 679,133
PAKISTAN TELECOM GDRS* (Pakistan)
Telecommunications services .................... 2,800 295,400
TELEBRAS ADRS (Brazil)
Telecommunications services .................... 8,000 286,117
TELECOM ITALIA (Italy)
Telecommunications services .................... 190,000 505,447
-----------
2,205,397
-----------
MISCELLANEOUS--1.6%
ISOTRON (UK)
Irradiation services supplier .................. 220,000 842,996
TRAFFIC MASTER* (UK)
Supplier of traffic information services ....... 400,000 1,088,360
-----------
1,931,356
-----------
TOTAL COMMON STOCKS
(Cost $94,228,973) ............................. 111,318,904
-----------
CONVERTIBLE BONDS--1.1%
Electronics--0.1%
KINPO ELECTRONICS (Taiwan)
3%, due 7/21/2001
Office equipment .................................... $150,000 114,750
-----------
SEMICONDUCTORS--1.0%
UNITED MICRO ELECTRONICS (Taiwan)
11/4%, due 6/8/2004
Manufacturer of semiconductors ................. 814,000 1,257,121
-----------
TOTAL CONVERTIBLE BONDS
(Cost $1,309,312) .............................. 1,371,871
-----------
PREFERRED STOCKS--1.5%
(Cost $1,706,195)
ELECTRONICS--1.5%
NOKIA (Finland)
Wide-area switching equipment .................. 44,000 shs. 1,792,344
-----------
TOTAL INVESTMENTS--95.7%
(Cost $97,244,480) ............................. 114,483,119
OTHER ASSETS LESS
LIABILITIES--4.3% ........................... 5,123,739
------------
NET ASSETS--100.0% .................................. $119,606,858
------------
--------------------
*Non-income producing security.
**Principal amount reported in French francs.
(0)Principal amount reported in British pounds.
+Rule 144A security.
++Principal amount reported in Belgian francs.
+++Principal amount reported in Spanish pesetas.
Descriptions of companies have not been audited by Deloitte & Touche LLP.
See notes to financial statements.
20
<PAGE>
================================================================================
STATEMENTS OF ASSETS AND LIABILITIES April 30, 1995
--------------------------------------------------------------------------------
<TABLE>
GLOBAL SMALLER GLOBAL
INTERNATIONAL COMPANIES TECHNOLOGY
FUND FUND FUND
--------------- --------------- ---------------
<S> <C> <C> <C>
ASSETS:
Investments, at value (see portfolios of investments):
Common stocks ................................... $ 76,191,905 $ 92,813,703 $ 111,318,904
Convertible bonds ............................... 1,909,726 1,466,922 1,371,871
Preferred stocks ..................................... -- -- 1,792,344
--------------- --------------- ---------------
Total investments .................................... 78,101,631 94,280,625 114,483,119
Cash ................................................. 3,682,042 8,251,050 10,242,712
Receivable for securities sold ....................... 2,484,629 112,720 3,513,487
Receivable for Capital Stock sold .................... 761,450 1,273,192 4,376,538
Receivable for dividends and interest ................ 518,638 264,384 122,841
Net unrealized appreciation on forward currency
contracts ....................................... 298,809 141,368 --
Expenses prepaid to shareholder service agent ........ 54,540 77,036 73,587
Deferred organizational expenses ..................... 13,463 14,701 --
Receivable from associated companies ................. 8,537 10,660 --
Other ................................................ 7,331 6,796 14,508
--------------- --------------- ---------------
TOTAL ASSETS ......................................... 85,931,070 104,432,532 132,826,792
--------------- --------------- ---------------
LIABILITIES:
Payable for securities purchased ..................... 1,730,763 1,580,436 12,584,726
Payable for Capital Stock repurchased ................ 153,909 273,334 432,934
Net unrealized depreciation on forward currency
contracts ....................................... -- -- 10,920
Accrued expenses, taxes, and other .................. 164,555 194,389 191,354
------------ ------------ ------------
TOTAL LIABILITIES ............................. 2,049,227 2,048,159 13,219,934
------------ ------------ ------------
NET ASSETS .................................... $ 83,881,843 $102,384,373 $119,606,858
============ ============ ============
COMPOSITION OF NET ASSETS:
Capital Stock, at par:
Class A ................................................ $ 3,735 $ 4,626 $ 9,797
Class D ................................................ 1,545 4,055 2,348
Additional paid-in capital ............................. 80,248,765 88,639,384 96,600,647
Accumulated net investment loss ........................ (1,553,004) (1,232,734) (448,135)
Undistributed net realized gain on investments ......... 861,120 2,527,185 6,207,445
Net unrealized appreciation (depreciation) of
investments ...................................... (4,125,018) 7,494,357 14,622,788
Net unrealized appreciation on translation of assets and
liabilities denominated in foreign currencies and
forward currency contracts ....................... 8,444,700 4,947,500 2,611,968
------------- ------------- -------------
NET ASSETS ............................................. $ 83,881,843 $ 102,384,373 $ 119,606,858
============= ============= =============
NET ASSETS:
Class A ........................................ $ 59,563,868 $ 54,952,411 $ 96,644,965
Class D ........................................ $ 24,317,975 $ 47,431,962 $ 22,961,893
SHARES OF CAPITAL STOCK OUTSTANDING:
Class A ........................................ 3,735,307 4,625,946 9,796,844
Class D ........................................ 1,544,720 4,055,249 2,347,534
NET ASSET VALUE PER SHARE:
Class A ........................................ $ 15.95 $ 11.88 $ 9.86
Class D ........................................ $ 15.74 $ 11.70 $ 9.78
</TABLE>
---------------
See notes to financial statements.
21
<PAGE>
================================================================================
STATEMENTS OF OPERATIONS For the six months ended April 30, 1995
--------------------------------------------------------------------------------
<TABLE>
Global Smaller Global
International Companies Technology
Fund Fund Fund
------------- -------------- ------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ................................................................. $ 598,871 $ 359,949 $ 204,178
Interest .................................................................. 155,250 227,456 212,310
------------- ------------- -------------
Total investment income* .................................................. 754,121 587,405 416,488
------------- ------------- -------------
EXPENSES:
Management fee ............................................................ 381,970 443,463 400,449
Distribution and service fees ............................................. 126,202 249,266 138,249
Shareholder account services .............................................. 105,570 155,124 146,881
Custody and related services .............................................. 62,694 49,697 32,937
Auditing and legal fees ................................................... 27,891 29,348 30,189
Registration .............................................................. 19,509 20,362 52,052
Shareholder reports and communications .................................... 11,650 12,878 9,084
Directors' fees and expenses .............................................. 4,636 4,831 4,861
Amortization of organizational expenses ................................... 3,672 3,042 --
Miscellaneous ............................................................. 3,804 3,720 2,072
------------- ------------- -------------
Total expenses ............................................................ 747,598 971,731 816,774
------------- ------------- -------------
NET INVESTMENT INCOME (LOSS) .............................................. 6,523 (384,326) (400,286)
------------- ------------- -------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on investments ................................... (161,454) 1,841,030 5,923,370
Net realized gain (loss) from foreign currency transactions ............... (622,871) (22,183) 239,953
Net change in unrealized appreciation of investments ...................... (8,416,564) (443,226) 9,651,947
Net change in unrealized appreciation on translation of
assets and liabilities denominated in foreign currencies
and forward currency contracts ...................................... 4,246,866 1,941,322 1,958,561
------------- ------------- -------------
Net gain (loss) on investments and foreign currency
transactions ........................................................ (4,954,023) 3,316,943 17,773,831
------------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS ......................... $ (4,947,500) $ 2,932,617 $ 17,373,545
============= ============= =============
*Net of foreign taxes withheld as follows: ................................ $82,833 $54,596 $27,319
-----------------
See notes to financial statements.
</TABLE>
22
<PAGE>
================================================================================
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GLOBAL SMALLER GLOBAL
INTERNATIONAL FUND COMPANIES FUND TECHNOLOGY FUND
--------------------------- -------------------------- --------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS 5/23/94*
ENDED ENDED ENDED ENDED ENDED TO
4/30/95 10/31/94 4/30/95 10/31/94 4/30/95 10/31/94
---------- --------- --------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss) ............. $ 6,523 $ 75,496 $ (384,326) $ (678,464) $ (400,28) $ (67,662)
Net realized gain (loss) on
investments ............................ (161,454) 3,522,706 1,841,030 3,266,517 5,923,370 704,929
Net realized gain (loss) from
foreign currency transactions .......... (622,871) 24,244 (22,183) (182,742) 239,953 (50,053)
Net change in unrealized
appreciation/depreciation
of investments ......................... (8,416,564) (1,230,974) (443,226) 4,948,657 9,651,947 4,970,841
Net change in unrealized
appreciation/depreciation
on translation of assets and
liabilities denominated in
foreign currencies and
forward currency contracts ............. 4,246,866 4,659,861 1,941,322 3,205,881 1,958,561 653,407
----------- ----------- ------------ ----------- ------------ ----------
Increase (decrease) in net
assets from operations ................ (4,947,500) 7,051,333 2,932,617 10,559,849 17,373,545 6,211,462
----------- ----------- ------------ ----------- ------------ ----------
DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income--
Class A .......................... -- (25,793) -- -- -- --
Net realized gain on investments:
Class A .......................... (2,535,690) (762,068) (1,358,384) (158,731) (506,847) --
Class D .......................... (858,276) (83,469) (1,134,039) (90,380) (84,094) --
----------- ----------- ------------ ----------- ------------ ----------
Decrease in net assets from
distributions .......................... (3,393,966) (871,330) (2,492,423) (249,111) (590,941) --
----------- ----------- ------------ ----------- ------------ ----------
CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
Class A .......................... 6,927,197 25,380,280 12,196,011 20,287,082 36,181,058 45,695,152
Class D .......................... 7,166,678 18,420,000 10,541,365 25,897,256 13,804,288 5,533,969
Shares issued in payment of
dividends--Class A ..................... -- 966 -- -- -- --
Exchanged from associated Funds:
Class A .......................... 1,710,918 2,407,044 1,381,011 3,539,187 3,954,470 1,899,467
Class D .......................... 520,577 909,398 557,814 947,336 1,686,702 456,736
Shares issued in payment of gain
distributions:
Class A .......................... 2,386,633 722,715 1,265,594 146,652 470,951 --
Class D .......................... 815,096 70,003 1,065,232 84,031 81,693 --
----------- ----------- ------------ ----------- ------------ ------------
Total .................................... 19,527,099 47,910,406 27,007,027 50,901,544 56,179,162 53,585,324
----------- ----------- ------------ ----------- ------------ ------------
Cost of shares repurchased:
Class A .......................... (6,430,175) (3,283,415) (4,123,198) (3,603,074) (4,759,185) (2,482,871)
Class D .......................... (1,108,456) (620,963) (1,902,629) (2,704,805) (586,872) (54,697)
Exchanged into associated
Funds:
Class A .......................... (1,608,509) (585,482) (2,287,844) (940,600) (3,717,509) (36,732)
Class D .......................... (981,290) (1,558,697) (1,335,632) (424,467) (1,509,605) (4,223)
----------- ----------- ------------ ----------- ------------ -----------
Total .................................... (10,128,430) (6,048,557) (9,649,303) (7,672,946) (10,573,171) (2,578,523)
----------- ----------- ------------ ----------- ------------ -----------
Increase in net assets
from capital share
transactions ........................... 9,398,669 41,861,849 17,357,724 43,228,598 45,605,991 51,006,801
----------- ----------- ------------ ----------- ------------ -----------
Increase in net assets ................... 1,057,203 48,041,852 17,797,918 53,539,336 62,388,595 57,218,263
NET ASSETS:
Beginning of period ...................... 82,824,640 34,782,788 84,586,455 31,047,119 57,218,263 --
----------- ----------- ------------ ----------- ------------ -----------
End of period ............................ $83,881,843 $82,824,640 $102,384,373 $84,586,455 $119,606,858 $57,218,263
=========== =========== ============ =========== ============ ===========
</TABLE>
*Commencement of operations.
------------------
See notes to financial statements.
23
<PAGE>
================================================================================
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. Seligman Henderson Global Fund Series, Inc. (the "Fund") consists of three
separate Series: the "International Fund," the "Global Smaller Companies Fund"
(formerly the "Global Emerging Companies Fund"), and the "Global Technology
Fund." Each Series of the Fund offers two classes of shares. All shares that
existed prior to the commencement of Class D shares (September 21, 1993, in the
case of the International Fund, and May 3, 1993, in the case of the Global
Smaller Companies Fund) have been classified as Class A shares. The Global
Technology Fund had no operations prior to its commencement on May 23, 1994,
other than those relating to organizational matters.
Class A shares are sold with an initial sales charge of up to 4.75% and a
continuing service fee of up to 0.25% on an annual basis. Class D shares are
sold without an initial sales charge but are subject to a distribution fee of 1%
and contingent deferred sales load ("CDSL") of 1% imposed on certain redemptions
made within one year of purchase. The two classes of shares for each Series
represent interests in the same portfolio of investments, have the same rights
and are generally identical in all respects except that each class bears its
separate distribution and certain class expenses and has exclusive voting rights
with respect to any matter to which a separate vote of any class is required.
2. Significant accounting policies followed, all in conformity with
generally accepted accounting principles, are given below:
a. Securities traded on a foreign exchange or over-the-counter market are valued
at the last sales price on the primary exchange or market on which they are
traded. United Kingdom securities and securities for which there are no
recent sales transactions are valued based on quotations provided by primary
market makers in such securities. Any securities for which recent market
quotations are not readily available are valued at fair value determined in
accordance with procedures approved by the Board of Directors. Short-term
holdings which mature in more than 60 days are valued at current market
quotations. Short-term holdings maturing in 60 days or less are valued at
amortized cost.
b. Investments in foreign securities will usually be denominated in foreign
currency, and each Series may temporarily hold funds in foreign currencies.
The books and records of the Fund are maintained in U.S. dollars. Foreign
currency amounts are translated into U.S. dollars on the following basis:
(i) market value of investment securities, other assets, and liabilities,
at the closing daily rate of exchange as reported by a pricing service;
(ii) purchases and sales of investment securities, income, and expenses, at
the rate of exchange prevailing on the respective dates of such
transactions.
The Fund's net asset values per share will be affected by changes in
currency exchange rates. Changes in foreign currency exchange rates may also
affect the value of dividends and interest earned, gains and losses realized
on sales of securities and net investment income and gains, if any, to be
distributed to shareholders of the Fund. The rate of exchange between the
U.S. dollar and other currencies is determined by the forces of supply and
demand in the foreign exchange markets.
Net realized foreign exchange gains and losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
24
<PAGE>
================================================================================
--------------------------------------------------------------------------------
amounts of dividends, interest and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the value of portfolio securities and other foreign currency denominated
assets and liabilities at period end, resulting from changes in exchange
rates.
The Fund separates that portion of the results of operations resulting from
changes in the foreign exchange rates from the fluctuations arising from
changes in the market prices of securities held in the portfolio. Similarly,
the Fund separates the effect of changes in foreign exchange rates from the
fluctuations arising from changes in the market prices of portfolio
securities sold during the period.
c. The Fund may enter into forward currency contracts in order to hedge its
exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings, or other amounts receivable or payable in foreign
currency. A forward contract is a commitment to purchase or sell a foreign
currency at a future date at a negotiated forward rate. Certain risks may
arise upon entering into these contracts from the potential inability of
counterparties to meet the terms of their contracts. The contracts are valued
daily at current exchange rates and any unrealized gain or loss is included
in net unrealized appreciation or depreciation on translation of assets and
liabilities denominated in foreign currencies and forward currency contracts.
The gain or loss, if any, arising from the difference between the settlement
value of the forward contract and the closing of such contract, is included
in net realized gain or loss from foreign currency transactions.
d. There is no provision for federal income or excise tax. Each Series has
elected to be taxed as a regulated investment company and intends to
distribute substantially all taxable net income and net gain realized, if
any, annually. Withholding taxes on foreign dividends and interest have been
provided for in accordance with the Fund's understanding of the applicable
country's tax rules and rates.
e. The treatment for financial statement purposes of distributions made during
the year from net investment income or net realized gains may differ from
their ultimate treatment for federal income tax purposes. These differences
primarily are caused by: differences in the timing of the recognition of
certain components of income, expense or capital gain and the
recharacterization of foreign exchange gains or losses to either ordinary
income or realized capital gain for federal income tax purposes. Where such
differences are permanent in nature, they are reclassified in the components
of net assets based on their ultimate characterization for federal income tax
purposes. Any such reclassifications will have no effect on net assets,
results of operations, or net asset value per share of the Fund.
f. Investment transactions are recorded on trade dates. Identified cost of
investments sold is used for both financial statement and federal income tax
purposes. Dividends receivable and payable are recorded on ex-dividend dates.
Interest income is recorded on an accrual basis.
g. Deferred organizational expenses are being amortized on a straight-line basis
over a five-year period beginning with the commencement of operations of the
International Fund and Global Smaller Companies Fund.
h. All income, expenses (other than class-specific expenses), and realized and
unrealized gains or losses are allocated daily to each class of shares based
upon the relative proportion of the value of shares outstanding of each
class. Class-specific expenses, which include distribution and service fees
and any other items that can be specifically attributed to a particular
class, are charged directly to such class.
25
<PAGE>
================================================================================
NOTES TO FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------
3. Purchases and sales of portfolio securities, excluding short-term
investments, for the six months ended April 30, 1995, were as follows:
SERIES PURCHASES SALES
------ ---------- -----
International Fund ..................... $24,293,951 $16,629,096
Global Smaller
Companies Fund .................... 38,986,062 24,115,229
Global Technology Fund ................. 84,998,431 33,123,570
At April 30, 1995, the cost of investments for federal income tax purposes
was substantially the same as the cost for financial reporting purposes, and the
tax basis gross unrealized appreciation and depreciation of portfolio
securities, including the effects of foreign currency translations, were as
follows:
TOTAL TOTAL
UNREALIZED UNREALIZED
SERIES APPRECIATION DEPRECIATION
------ ------------ ------------
International Fund ..................... $ 7,848,207 $ 3,837,047
Global Smaller
Companies Fund .................... 16,999,010 4,714,793
Global Technology Fund ................. 19,839,492 2,600,853
4. J. & W. Seligman & Co. Incorporated (the "Manager") manages the affairs of
the Fund and provides the necessary personnel and facilities. Compensation of
all officers of the Fund, all directors of the Fund who are employees or
consultants of the Manager, and all personnel of the Fund and the Manager is
paid by the Manager. The Manager receives a fee, calculated daily and payable
monthly, equal to 1.00% per annum of the Fund's average daily net assets, of
which 0.90% is paid to Seligman Henderson Co. (the "Subadviser"), a 50% owned
affiliate of the Manager. During the six months ended April 30, 1995, the
Manager, at its discretion, waived a portion of its fees for the International
Fund Class D shares equal to $13,168.
Seligman Financial Services, Inc. (the "Distributor"), agent for the
distribution of each Series' shares and an affiliate of the Manager, received
concessions after commissions were paid to dealers for sale of Class A shares as
follows:
DEALER DISTRIBUTOR
SERIES COMMISSIONS CONCESSIONS
------ ------------ -----------
International Fund ....................... $ 125,244 $ 5,864
Global Smaller
Companies Fund ...................... 372,980 28,171
Global Technology Fund ................... 1,197,173 146,412
The Fund has an Administration, Shareholder Services and Distribution
Plan (the "Plan") with respect to Class A shares under which service
organizations can enter into agreements with the Distributor and receive a
continuing fee of up to 0.25% on an annual basis, payable quarterly, of the
average daily net assets of the Class A shares attributable to the particular
service organizations for providing personal services and/or the maintenance of
shareholder accounts. The Distributor charges such fees to the Fund pursuant to
the Plan. For the six months ended April 30, 1995, fees incurred by the
International Fund, the Global Smaller Companies Fund and the Global Technology
Fund aggregated $21,162, $46,027, and $74,436, respectively, or 0.07%, 0.19%,
and 0.22%, respectively, per annum of the average daily net assets of Class A
shares.
The Fund has a Plan with respect to Class D shares under which service
organizations can enter into agreements with the Distributor and receive a
continuing fee for providing personal services and/or the maintenance of
shareholder accounts of up to 0.25% on an annual basis of the average daily net
assets of the Class D shares for which the organizations are responsible, and
fees for providing other distribution assistance of up to 0.75% on an annual
basis of such average daily net assets. Such fees are paid monthly by the Fund
to the Distributor pursuant to the Plan. For the six months ended
26
<PAGE>
================================================================================
--------------------------------------------------------------------------------
April 30, 1995, fees incurred by the International Fund, the Global Smaller
Companies Fund and the Global Technology Fund amounted to $105,040, $203,239,
and $63,813, respectively, or 1% per annum of the average daily net assets of
Class D shares of each Series.
The Distributor is entitled to retain any CDSL imposed on certain
redemptions of Class D shares occurring within one year of purchase. For the six
months ended April 30, 1995, such charges amounted to $3,815 for the
International Fund, $7,004 for the Global Smaller Companies Fund, and $4,725 for
the Global Technology Fund.
Seligman Data Corp., which is owned by certain associated investment
companies, charged at cost, for shareholder account services the following
amounts:
SERIES AMOUNT
------ --------
International Fund ........................................ $105,570
Global Smaller Companies Fund ............................. 155,124
Global Technology Fund .................................... 146,881
For the six months ended April 30, 1995, Seligman Services, Inc., an
affiliate of the Manager, received commissions of $226, $2,001 and $1,230 for
the sale of Class A shares of the International Fund, the Global Smaller
Companies Fund and the Global Technology Fund, respectively. Seligman Services,
Inc. also received $327, $91 and $671 from the Distributor for the sale of Class
D shares of the International Fund, the Global Smaller Companies Fund and the
Global Technology Fund, respectively.
Certain officers and directors of the Fund are officers or directors of the
Manager, the Subadviser, the Distributor, Seligman Services, Inc. and/or
Seligman Data Corp.
Fees of $15,000 were incurred by the Fund for the legal services of
Sullivan & Cromwell, a member of which firm is a director of the Fund.
The Fund has a compensation arrangement under which directors who receive
fees may elect to defer receiving such fees. Interest is accrued on the deferred
balances. The cost of such fees and interest is included in directors' fees and
expenses, and the accumulated balances thereof at April 30, 1995, were as
follows:
SERIES AMOUNT
------ --------
International Fund .......................................... $7,580
Global Smaller Companies Fund ............................... 4,381
Global Technology Fund ...................................... 1,597
5. Class-specific expenses charged to Class A and Class D for the six months
ended April 30, 1995, which are included in the corresponding captions of the
Statements of Operations, were as follows:
<TABLE>
<CAPTION>
SHAREHOLDER
DISTRIBUTION REPORTS AND
SERIES AND SERVICE FEES REGISTRATION COMMUNICATIONS
------ ----------------- ------------ -------------
<S> <C> <C> <C>
International Fund:
Class A ................................ $21,162 $ 3,765 $1,292
Class D ................................ 105,040 3,129 980
Global Smaller Companies Fund:
Class A ................................ 46,027 3,388 2,430
Class D ................................ 203,239 3,881 1,721
Global Technology Fund:
Class A ................................ 74,436 16,537 1,839
Class D ................................ 63,813 6,500 562
</TABLE>
27
<PAGE>
================================================================================
NOTES TO FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------
6. At April 30, 1995, the Fund had outstanding forward exchange currency
contracts to buy/sell foreign currency as follows:
<TABLE>
<CAPTION>
UNREALIZED
SETTLEMENT CONTRACT CONTRACT IN EXCHANGE APPRECIATION
SERIES DATE TO RECEIVE TO DELIVER FOR (DEPRECIATION)
------ ----------- ---------- ---------- ------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
International Fund: 5/02/95 $ 31,527 NLG1 48,750 $ (227)
5/02/95 53,014 DKK2 288,000 (175)
5/03/95 370,281 CHF3 422,454 (1,648)
5/11/95 $8,500,000 JPY4 689,418,000 300,859
--------
$298,809
========
Global Smaller
Companies Fund: 5/01/95 301,859 IDR5 674,051,824 $ --
5/11/95 4,000,000 JPY4 324,432,000 141,581
5/03/95 104,715 SEK6 761,277 (213)
--------
$141,368
========
Global Technology Fund: 5/01/95 1,151,373 JPY4 96,139,673 $(9,911)
5/03/95 487,507 SEK6 3,544,178 (990)
5/02/95 14,687 SGD7 20,452 (19)
--------
$(10,920)
========
</TABLE>
----------------------
1Dutch guilders
2Danish krones
3Swiss francs
4Japanese yen
5Indonesian rupiahs
6Swedish kronas
7Singapore dollar
28
<PAGE>
================================================================================
--------------------------------------------------------------------------------
7. The Fund has 150,000,000 shares of Capital Stock authorized. The Board of
Directors, at its discretion, may classify any unissued shares of Capital Stock
between any Series of the Fund. As of April 30, 1995, the Board of Directors had
classified 50,000,000 shares, 50,000,000 shares, and 50,000,000 shares, for the
International Fund, the Global Smaller Companies Fund, and the Global Technology
Fund, respectively, all at par value of $.001 per share. Transactions in shares
of Capital Stock were as follows:
<TABLE>
<CAPTION>
GLOBAL SMALLER GLOBAL
INTERNATIONAL FUND COMPANIES FUND TECHNOLOGY FUND
----------------------- -------------------------- ---------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS 5/23/94*
ENDED ENDED ENDED ENDED ENDED TO
4/30/95 10/31/94 4/30/95 10/31/94 4/30/95 10/31/94
---------- ---------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Sale of shares:
Class A ............ 435,652 1,527,360 1,079,855 1,882,978 4,200,642 6,132,488
Class D ............ 459,901 1,103,072 951,168 2,398,991 1,604,036 726,187
Shares issued in payment
of dividends--Class A -- 545 -- -- -- --
Exchanged from
associated Funds:
Class A ............ 107,659 144,172 122,799 321,062 449,283 249,622
Class D ............ 33,035 53,559 49,610 86,334 198,152 60,800
Shares issued in
payment of gain
distributions:
Class A ............ 152,467 44,311 117,293 14,114 59,388 --
Class D ............ 52,587 4,297 99,928 8,119 10,354 --
--------- ---------- ---------- ---------- ---------- ----------
Total 1,241,301 2,877,316 2,420,653 4,711,598 6,521,855 7,169,097
--------- ---------- ---------- ---------- ---------- ----------
Shares repurchased:
Class A ............ (416,976) (194,987) (367,795) (328,149) (547,068) (319,927)
Class D ............ (72,018) (36,905) (172,279) (247,483) (68,533) (7,166)
Exchanged into
associated Funds:
Class A ............ (103,983) (34,565) (204,162) (87,401) (422,919) (4,665)
Class D ............ (63,980) (92,115) (120,332) (39,069) (175,741) (555)
--------- ---------- ---------- ---------- ---------- ----------
Total ................ (656,957) (358,572) (864,568) (702,102) (1,214,261) (332,313)
--------- ---------- ---------- ---------- ---------- ----------
Increase in shares ... 584,344 2,518,744 1,556,085 4,009,496 5,307,594 6,836,784
========= ========== ========== ========== ========== ==========
</TABLE>
-----------------
* Commencement of operations
29
<PAGE>
================================================================================
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
The Fund's financial highlights are presented on the following pages. The per
share operating performance data is designed to allow investors to trace the
operating performance, on a per share basis, from a Series' beginning net asset
value to the ending net asset value so that they may understand what effect the
individual items have on their investment assuming it was held throughout the
period. Generally, the per share amounts are derived by converting the actual
dollar amounts for each item as disclosed in the financial statements to their
equivalent per share amounts, based on average shares outstanding. The total
return based on net asset value measures a Series' performance assuming
investors purchased shares at net asset value as of the beginning of the period,
reinvested dividends and capital gains paid at net asset value, and then sold
their shares at the net asset value per share on the last day of the period. The
total return computations do not reflect any sales charges investors may incur
in purchasing or selling shares of each Series. The total returns for periods of
less than one year are not annualized.
<TABLE>
<CAPTION>
INTERNATIONAL FUND
----------------------------------------------------------------------------
CLASS A CLASS D
-------------------------------- -----------------------------------------
SIX MONTHS YEAR ENDED OCTOBER 31 4/7/92* SIX MONTHS YEAR 9/21/93**
ENDED --------------------- TO ENDED ENDED TO
4/30/95 1994 1993 10/31/92 4/30/95 10/31/94 10/31/93
----------- ---- ---- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period ...... $17.67 $15.98 $11.89 $12.00 $17.53 $15.96 $15.23
------ ------ ------ ------ ------ ------ ------
Net investment income (loss) .............. 0.02 0.04 0.04 0.08 (0.04) (0.09) (0.03)
Net realized and unrealized gain
(loss) on investments ................... (1.77) 0.91 4.25 (0.23) (1.78) 0.91 1.17
Net realized and unrealized gain
(loss) on foreign currency
transactions ............................ 0.72 1.08 (0.17) 0.04 0.72 1.08 (0.41)
------ ------ ------ ------ ------ ------ ------
Increase (decrease) from investment
operations .............................. (1.03) 2.03 4.12 (0.11) (1.10) 1.90 0.73
Dividends paid -- (0.01) (0.03) -- -- -- --
Distributions from net gain realized ...... (0.69) (0.33) -- -- (0.69) (0.33) --
------ ------ ------ ------ ------ ------ ------
Net increase (decrease) in net asset
value ................................... (1.72) 1.69 4.09 (0.11) (1.79) 1.57 0.73
------ ------ ------ ------ ------ ------ ------
Net asset value, end of period ............ $15.95 $17.67 $15.98 $11.89 $15.74 $17.53 $15.96
====== ====== ====== ====== ====== ====== ======
TOTAL RETURN BASED ON NET
ASSET VALUE ............................. (5.73)% 12.85% 34.78% (0.92)% (6.19)% 12.03% 4.79%
RATIOS/SUPPLEMENTAL DATA:***
Expenses to average net assets ............ 1.67%+ 1.63% 1.75% 1.75%+ 2.50%+ 2.50% 2.50%+
Net investment income (loss) to average
net assets .............................. 0.21%+ 0.27% 0.27% 1.25%+ (0.52)%+ (0.53)% (1.86)%+
Portfolio turnover ........................ 22.33% 39.59% 46.17% 12.77% 22.33% 39.59% 46.17%++
Net assets, end of period (000's
omitted) ................................$59,564 $62,922 $33,134 $14,680 $24,318 $19,903 $1,648
Without expense reimbursement:
Net investment income (loss) per share .... $(0.04) -- $(0.05) $(0.11) $(0.11)
Expenses to average net assets ............ 2.30% 2.92%+ 2.62%+ 2.67% 8.49%+
Net investment income (loss) to
average net assets ...................... (0.28)% 0.08%+ (0.64)%+ (0.70)% (7.84)%+
</TABLE>
------------------------
See footnotes on page 32.
30
<PAGE>
================================================================================
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GLOBAL SMALLER COMPANIES FUND
----------------------------------------------------------------------------
CLASS A CLASS D
------------------------------------------- ------------------------------
SIX MONTHS 9/9/92* SIX MONTHS YEAR 5/3/93**
ENDED YEAR ENDED OCTOBER 31 TO ENDED ENDED TO
4/30/95 1994 1993 10/31/92 4/30/95 10/31/94 10/31/93
------- ---- ---- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $11.93 $9.98 $7.15 $7.14 $11.80 $9.94 $8.52
------ ----- ----- ----- ------ ----- -----
Net investment income (loss) ....... (0.03) (0.08) (0.02) -- (0.07) (0.16) (0.05)
Net realized and unrealized gain
(loss) on investments ............ 0.07 1.57 3.07 0.02 0.06 1.57 1.60
Net realized and unrealized gain
(loss) on foreign currency
transactions ..................... 0.24 0.52 (0.20) (0.01) 0.24 0.51 (0.13)
------ ----- ----- ----- ------ ----- -----
Increase from investment
operations ....................... 0.28 2.01 2.85 0.01 0.23 1.92 1.42
Dividends paid ..................... -- -- (0.02) -- -- -- --
Distributions from net gain
realized ......................... (0.33) (0.06) -- -- (0.33) (0.06) --
----- ----- ----- ----- ------ ----- -----
Net increase (decrease) in net
asset value ...................... (0.05) 1.95 2.83 (0.01) (0.10) 1.86 1.42
------ ----- ----- ----- ------ ----- -----
Net asset value, end of period ..... $11.88 $11.93 $9.98 $7.15 $11.70 $11.80 $9.94
====== ====== ===== ===== ====== ====== =====
TOTAL RETURN BASED ON NET
ASSET VALUE ...................... 2.64% 20.28% 39.86% 0.14% 2.24% 19.45% 16.67%
RATIOS/SUPPLEMENTAL DATA:***
Expenses to average net assets ..... 1.82%+ 1.92% 1.98% 1.75%+ 2.63%+ 2.70% 2.75%+
Net investment income (loss) to
average net assets ............... (0.51)%+ (0.77)% (0.29)% 0.13%+ (1.29)%+ (1.53)% (1.35)%+
Portfolio turnover ................. 29.13% 62.47% 60.03% -- 29.13% 62.47% 60.03%++
Net assets, end of period
(000's omitted) .................. $54,952 $46,269 $20,703 $1,562 $47,432 $38,317 $10,344
Without expense reimbursement:
Net investment income (loss) per
share ............................ $(0.18) $(0.07) $(0.11)
Expenses to average net assets ..... 3.90% 12.28%+ 4.25%+
Net investment income (loss) to
average net assets ............... (2.21)% (10.44)%+ (2.85)%+
</TABLE>
---------------------
See footnotes on page 32.
31
<PAGE>
================================================================================
FINANCIAL HIGHLIGHTS (continued)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GLOBAL TECHNOLOGY FUND
--------------------------------------------
CLASS A CLASS D
--------------------- ----------------------
SIX MONTHS 5/23/94** SIX MONTHS 5/23/94**
ENDED TO ENDED TO
4/30/95 10/31/94 4/30/95 10/31/94
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period ..... $8.37 $7.14 $8.34 $7.14
----- ----- ----- -----
Net investment loss ...................... (0.04) (0.01) (0.07) (0.04)
Net realized and unrealized gain on
investments ............................ 1.37 1.08 1.35 1.08
Net realized and unrealized gain from
foreign currency transactions .......... 0.23 0.16 0.23 0.16
----- ----- ----- -----
Increase from investment operations ...... 1.56 1.23 1.51 1.20
Dividends paid -- -- -- --
Distributions from net realized gain ..... (0.07) -- (0.07) --
----- ----- ----- -----
Net increase in net asset value .......... 1.49 1.23 1.44 1.20
----- ----- ----- -----
Net asset value, end of period ........... $9.86 $8.37 $9.78 $8.34
===== ===== ===== =====
TOTAL RETURN BASED ON NET ASSET VALUE .... 18.86% 17.23% 18.32% 16.81%
RATIOS/SUPPLEMENTAL DATA:***
Expenses to average net assets ........... 1.91%+ 2.00%+ 2.71%+ 2.75%+
Net investment loss to average net
assets ................................. (0.87)%+ (0.45)%+ (1.66)%+ (1.22)%+
Portfolio turnover ....................... 44.56% 29.20% 44.56% 29.20%
Net assets, end of period (000's
omitted) ...............................$96,645 $50,719 $22,962 $6,499
Without fee waiver:
Net investment loss per share ............ $(0.02) $(0.06)
Expenses to average net assets ........... 2.18%+ 3.36%+
Net investment loss to average net
assets ................................. (0.63)%+ (1.83)%+
</TABLE>
---------------------
* Commencement of investment operations.
** Commencement of operations.
*** The Manager and Subadviser, at their discretion, waived a portion of their
fees and/or reimbursed certain expenses for the periods presented.
+ Annualized.
++ For the year ended October 31, 1993.
See notes to financial statements.
32
<PAGE>
================================================================================
REPORT OF INDEPENDENT AUDITORS
--------------------------------------------------------------------------------
The Board of Directors and Shareholders,
Seligman Henderson Global Fund Series, Inc.:
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of the International Fund, the Global Smaller
Companies Fund and the Global Technology Fund Series of Seligman Henderson
Global Fund Series, Inc. as of April 30, 1995, the related statements of
operations for the six months then ended and of changes in net assets (1) for
the six months then ended and for the year ended October 31, 1994, for the
International Fund and the Global Smaller Companies Fund and (2) for the six
months ended April 30, 1995 and for the period from May 23, 1994 (commencement
of operations) to October 31, 1994 for the Global Technology Fund, and the
financial highlights for each of the periods presented. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at
April 30, 1995 by correspondence with the Fund's custodian and brokers; where
replies were not received from brokers, we performed other auditing procedures.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of each Series of
Seligman Henderson Global Fund Series, Inc. as of April 30, 1995, the results of
their operations, the changes in their net assets, and the financial highlights
for the respective stated periods, in conformity with generally accepted
accounting principles.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
June 2, 1995
33
<PAGE>
================================================================================
BOARD OF DIRECTORS
--------------------------------------------------------------------------------
FRED E. BROWN
Director and Consultant,
J. & W. Seligman & Co. Incorporated
JOHN R. GALVIN 2
Distinguished Policy Analyst,
Ohio State University
Director, USLife Corporation
ALICE S. ILCHMAN 3
President, Sarah Lawrence College
Trustee, Committee for Economic Development
Director, NYNEX
Trustee, The Rockefeller Foundation
FRANK A. MCPHERSON 2
Chairman and CEO, Kerr-McGee Corporation
Director, Kimberly-Clark Corporation
Chairman and Director, Baptist Medical Center
JOHN E. MEROW
Partner, Sullivan & Cromwell, Attorneys
BETSY S. MICHEL 2
Director or Trustee,
Various Organizations
WILLIAM C. MORRIS 1
Chairman
Chairman of the Board and President,
J. & W. Seligman & Co. Incorporated
Chairman, Carbo Ceramics Inc.
Director, Daniel Industries, Inc.
Director, Kerr-McGee Corporation
JAMES C. PITNEY 3
Partner, Pitney, Hardin, Kipp & Szuch, Attorneys
Director, Public Service Enterprise Group
JAMES Q. RIORDAN 3
Director, The Brooklyn Union Gas Company
Trustee, Committee for Economic Development
Director, Dow Jones & Co., Inc.
Director, Public Broadcasting Service
RONALD T. SCHROEDER 1
Managing Director, J. & W. Seligman & Co. Incorporated
ROBERT L. SHAFER 3
Vice President, Pfizer Inc.
Director, USLIFE Corporation
JAMES N. WHITSON 2
Executive Vice President and Director,
Sammons Enterprises, Inc.
Director, C-SPAN
Director, Red Man Pipe and Supply Company
BRIAN T. ZINO 1
Managing Director, J. & W. Seligman & Co. Incorporated
-------------------
Member: 1 Executive Committee
2 Audit Committee
3 Director Nominating Committee
34
<PAGE>
================================================================================
EXECUTIVE OFFICERS
--------------------------------------------------------------------------------
WILLIAM C. MORRIS
Chairman
RONALD T. SCHROEDER
President
BRIAN ASHFORD-RUSSELL
Vice President
IAIN C. CLARK
Vice President
LAWRENCE P. VOGEL
Vice President
PAUL H. WICK
Vice President
THOMAS G. ROSE
Treasurer
FRANK J. NASTA
Secretary
--------------------------------------------------------------------------------
MANAGER
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, NY 10017
GENERAL COUNSEL
Sullivan & Cromwell
INDEPENDENT AUDITORS
Deloitte & Touche llp
SUBADVISER
Seligman Henderson Co.
100 Park Avenue
New York, NY 10017
GENERAL DISTRIBUTOR
Seligman Financial Services, Inc.
100 Park Avenue
New York, NY 10017
SHAREHOLDER SERVICE AGENT
Seligman Data Corp.
100 Park Avenue
New York, NY 10017
IMPORTANT TELEPHONE NUMBERS
(800) 221-2450 Shareholder Services
(800) 455-1777 Retirement Plan
Services
(800) 622-4597 24-Hour Automated
Telephone Access
Service
35
<PAGE>
================================================================================
SELIGMAN HENDERSON
GLOBAL FUND
SERIES, INC.
SELIGMAN HENDERSON INTERNATIONAL FUND
SELIGMAN HENDERSON GLOBAL SMALLER
COMPANIES FUND
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
---------------------------------------
MID-YEAR REPORT
APRIL 30, 1995
---------------------------------------
INVESTING FOR
CAPITAL APPRECIATION
================================================================================
SELIGMAN HENDERSON CO.
100 Park Avenue New York New York 10017
--------------------------------------------------------------------------------
New York London Tokyo
This report is intended only for the information of shareholders or those who
have received the offering prospectus covering shares of Capital Stock of
Seligman Henderson Global Fund Series, Inc., which contains information about
the sales charges, management fee and other costs. Please read the prospectus
carefully before investing or sending money.
EQSH3 4/95
<PAGE>
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements and Schedules:
Part A None
Part B Certain required Financial Statements are included in each
of the Registrant's other Series' Annual Reports to
Shareholders, dated October 31, 1994, which are incorporated
by reference in the Statement of Additional Information and
are incorporated by reference from the Registrant's
Post-Effective Amendment No. 14 (File No. 33-44186), filed
on March 1, 1995. These Financial Statements are: Portfolios
of Investments as of October 31, 1994; Statements of Assets
and Liabilities as of October 31, 1994; Statements of
Operations for year/period ended October 31, 1994;
Statements of Changes in Net Assets for years ended October
31, 1994 and October 31, 1993 for the International Fund and
Global Smaller Companies Fund; and for the period May 23,
1994 to October 31, 1994 for the Global Technology Fund;
Notes to Financial Statements; Financial Highlights since
commencement of operations of each Series through October
31, 1994; Report of Independent Auditors.
Other required Financial Statements are included in the
Registrant's other Series' combined Mid-Year Report to
shareholders dated April 30, 1995, which are incorporated by
reference in the Statement of Additional Information. These
Financial Statements are: Portfolio of Investments as of
April 30, 1995; Statements of Assets and Liabilities as of
April 30, 1995; Statements of Operations for six months
ended April 30, 1995 and for the year/period ended October
31, 1994; Notes to Financial Statements; Financial
Highlights since commencement of operations of each Series
through April 30, 1994; Report of Independent Auditors.
(b) Exhibits: Exhibits listed below are incorporated by
reference from the Registrant's initial Registration
Statement and amendments filed thereto (File No. 33-44186).
All Exhibits have been previously filed except Exhibits
marked with an asterisk (*) which are incorporated herein
and exhibits marked with a double asterisk (**) which will
be filed by amendment.
(1) Articles of Amendment and Restatement of Articles of Incorporation of
Seligman Henderson Global Fund Series, Inc. are incorporated by
reference to Exhibit 1 of the Registrant's Post-Effective Amendment
No. 14 filed on March 1, 1995.
(1a) Articles Supplementary to Articles of Incorporation of Registrant
dated March 13, 1995, March 15, 1995 and April 19, 1995.*
(1b) Form of Article Supplementary to Articles Incorporation of
Registrant.*
(2) By-Laws of Registrant are incorporated by reference to Exhibit 2 of
the Registrant's Registration Statement on Form N-1A, filed on
November 26, 1991.
(3) N/A
(4) Specimen Stock Certificates for Class A and Class D Shares with
respect to Seligman Henderson International Fund are incorporated by
reference to Exhibit 4 of the Registrant's Post-Effective Amendment
No. 6, filed on April 23, 1993 and Post-Effective Amendment No. 8,
filed on September 21, 1993.
(4a) Specimen Stock Certificates for Class A and Class D Shares with
respect to Seligman Henderson Global Smaller Companies Fund
(formerly, Seligman Henderson Global Emerging Companies Fund) are
incorporated by reference to Exhibit 4a to the Registrant's
Post-Effective Amendment No. 10, filed on August 10, 1992.
(4b) Specimen Stock Certificates for Class A and Class D Shares with
respect to Seligman Henderson Global Technology Fund are incorporated
by reference to Exhibit 4b of the Registrant's Post-Effective
Amendment No. 11, filed on May 10, 1994.
<PAGE>
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(4c) Specimen Stock Certificate for Class A and Class D Share with respect
to Seligman Henderson Global New Opportunities Fund.**
(4d) Additional rights of security holders are set forth in Article FIFTH
and SEVENTH of the Registrant's Articles of Incorporation and
Articles I and IV of Registrant's By-Laws which are incorporated by
reference to Exhibit 1a and Exhibit 2, respectively, of the
Registrant's Registration Statement on Form N-1A, filed on November
26, 1991.
(5a) Amended Management Agreement between the Registrant and J. & W.
Seligman & Co. Incorporated.**
(5b) Amended Subadvisory Agreement between the Manager and the
Subadviser.**
(6) Amended Distributing Agreement between the Registrant and Seligman
Financial Services, Inc.**
(6a) Copy of amended Sales Agreement between Seligman Financial Services,
Inc. and Dealers.**
(7a) Directors Deferred Compensation Plan is incorporated by reference to
Exhibit 7a of the Registrant's Pre-Effective Amendment No. 2, filed
on March 26, 1992.
(7b) Amendments to the Amended Retirement Income Plan of J. & W. Seligman
& Co. Incorporated and Trust are incorporated by reference to Exhibit
7b of the Registrant's Post-Effective Amendment No. 11, filed on May
10, 1994.
(7c) Amendments to the Amended Employee's Thrift Plan of Union Data
Service Center, Inc. and Trust are incorporated by reference to
Exhibit 7c of the Registrant's Post-Effective Amendment No. 11, filed
on May 10, 1994.
(8) Custodian Agreement between Registrant and Morgan Stanley Trust
Company is incorporated by reference to Exhibit 8 of the Registrant's
Pre-Effective Amendment No. 2, filed March 26, 1992.
(9) Recordkeeping Agreement between Registrant and Investors Fiduciary
Trust Company is incorporated by reference to Exhibit 9 of the
Registrant's Pre-Effective Amendment No. 2, filed on March 26, 1992.
(10) Opinion and Consent of Counsel.**
(11) Consent of Independent Auditors.**
(12) N/A
(13a) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson International Fund's Class A and Class D Shares
and J. & W. Seligman & Co. Incorporated is incorporated by reference
to Exhibit 13a of the Registrant's Pre-Effective Amendment No. 2,
filed on March 25, 1992 and Post-Effective Amendment No. 8, filed on
September 21, 1993.
(13b) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Smaller Companies Fund's Class A and Class
D Shares and J. & W. Seligman & Co. Incorporated is incorporated by
reference to Exhibit 13b of the Registrant's Post-Effective Amendment
No. 6, filed on April 22, 1993.
(13c) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Technology Fund's Class A and D Shares and
J. & W. Seligman & Co. Incorporated is incorporated by reference to
Exhibit 13c of the Registrant's Post-Effective Amendment No. 11,
filed on May 10, 1994.
(13d) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global New Opportunities Fund Class A and Class D
Shares and J. & W. Seligman & Co. Incorporated.**
<PAGE>
PART C. OTHER INFORMATION
Item 24 Financial Statements and Exhibits.
(14) Copy of Amended Individual Retirement Account Trust and Related
Documents is incorporated by reference to Exhibit 14 of the
Registrant's Pre-Effective Amendment No. 2, filed on March 26, 1992.
(14a) Copy of Amended Comprehensive Retirement Plans for Money Purchase
and/or Prototype Profit Sharing Plan is incorporated by reference to
Exhibit 14a of Seligman Tax-Exempt Fund Series, Inc. Post-Effective
Amendment No. 24 (File No. 2-86008), filed on November 30, 1992.
(14b) Copy of Amended Basic Business Retirement Plans for Money Purchase
and/or Profit Sharing Plans is Incorporated by reference to Exhibit
14b of Seligman Tax-Exempt Fund Series, Inc. Post-Effective Amendment
No. 24 (File No. 2-86008), filed on November 30, 1992.
(14c) Copy of Amended 403(b)(7) Custodial Account Plan is incorporated by
reference to Exhibit 14c of Seligman New Jersey Tax-Exempt Fund, Inc.
Pre-Effective Amendment No. 1 (File No. 33-13401), filed on January
11, 1988.
(14d) Copy of Amended Simplified Employee Pension Plan (SEP) is
incorporated by reference to Exhibit 14d of the Registrant's
Post-Effective Amendment No. 3, filed on August 10, 1992.
(14e) Copy of the Seligman Family of Funds' (SARSEP) Salary Reduction and
Other Elective Simplified Employee Pension-Individual Retirement
Accounts Contribution Agreement (Under Section 408(k) of the Internal
Revenue Code) is incorporated by reference to Exhibit 14e of the
Registrant's Post-Effective Amendment No. 3, filed on August 10,
1992.
(15) Copy of the Administration, Shareholder Services and Distribution
Plan for each Series and amended form of Administration, Shareholder
Services and Distribution Agreement of the Registrant.**
(16) Schedule for Computation of each Performance Quotation provided in
Registration Statement in response to Item 22.*
Item 25. Persons Controlled by or Under Common Control with Registrant - None.
Item 26. Number of Holders of Securities - As of July 31, 1995, there were
1,703 recordholders of Class A shares of the Seligman Henderson
International Fund; 4,870 holders of record of Class A shares of the
Seligman Henderson Global Smaller Companies Fund; 20,360
recordholders of Class A shares of the Seligman Henderson Global
Technology Fund; 3,574 recordholders of Class D shares of the
Seligman Henderson Global Smaller Companies Fund; 1,894 recordholders
of Class D shares of the Seligman Henderson International Fund; and
6,851 recordholders of Class D shares of the Seligman Henderson
Global Technology Fund. As of the date of this Registration
Statement, there were no holders of the Seligman Henderson Global New
Opportunities Fund.
Item 27. Indemnification - Incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 filed with the Securities and Exchange
Commission on February 18, 1992.
Item 28. Business and Other Connections of Investment Adviser - The Manager
also serves as investment manager to sixteen other associated
investment companies. They are Seligman Capital Fund, Inc., Seligman
Cash Management Fund, Inc., Seligman Common Stock Fund, Inc.,
Seligman Communications & Information Fund, Inc., Seligman Frontier
Fund, Inc., Seligman Growth Fund, Inc., Seligman High Income Fund
Series, Seligman Income Fund, Inc., Seligman New Jersey Tax-Exempt
Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series, Seligman
Portfolios, Inc., Seligman Quality Municipal Fund, Inc., Seligman
Select Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc.,
Seligman Tax-Exempt Series Trust and Tri-Continental Corporation.
The Subadviser also serves as subadviser to five other associated
investment companies. They are Seligman Common Stock Fund, Inc.,
Seligman Growth Fund, Inc., Seligman Income Fund, Inc., the Global
and Global Smaller Companies Portfolios of Seligman Portfolios, Inc.
and Tri-Continental Corporation.
<PAGE>
PART C. OTHER INFORMATION
The Manager and Subadviser has an investment advisory service
division which provides investment management or advice to private
clients. The list required by this Item 28 of officers and directors
of the Manager and the Subadviser, respectively, together with
information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to
Schedules A and D of Form ADV, filed by the Manager and the
Subadviser, respectively, pursuant to the Investment Advisers Act of
1940 (SEC File No. 801-15798 and SEC File No.
801-40670 both of which were filed on March 30, 1995).
Item 29. Principal Underwriters
(a) The names of each investment company (other than the Registrant) for
which each principal underwriter currently distributing securities of
the Registrant also acts as a principal underwriter, depositor or
investment adviser follow:
Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc.,
Seligman Common Stock Fund, Inc., Seligman Communications and
Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth
Fund, Inc., Seligman High Income Fund Series, Seligman Income Fund,
Inc., Seligman New Jersey Tax-Exempt Fund, Inc., Seligman
Pennsylvania Tax-Exempt Fund Series, Seligman Portfolios, Inc.,
Seligman Tax-Exempt Fund Series, Inc., Seligman Tax-Exempt Series
Trust.
(b) Name of each director, officer or partner of each principal underwriter
named in the answer to Item 21:
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of July 1, 1995
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
William C. Morris* Director Chairman of the Board
and Chief Executive
Officer
Fred E. Brown* Director Director
Michael J. Del Priore* Director None
William H. Hazen* Director None
Thomas G. Moles* Director None
David F. Stein* Director None
David Watts* Director None
Brian T. Zino* Director Director
Stephen J. Hodgdon* President None
Mark R. Gordon Senior Vice President, None
Director of Marketing
Gerald I. Cetrulo, III Senior Vice President of Sales None
140 West Parkway and Regional Sales Manager
Pompton Plains, NJ 07444
Brad Davis Regional Vice President None
241 110th Avenue SE
Bellevue, WA 98004
Jonathan G. Evans Regional Vice President None
222 Fairmont Way
Ft. Lauderdale, FL 33326
Susan Gutterud Regional Vice President None
820 Humboldt, #6
Denver, CO 80218
Bradley F. Hanson Senior Vice President of Sales None
9707 Xylon Court and Regional Sales Manager
Bloomington, MN 55438
Bradley W. Larson Senior Vice President of Sales None
367 Bryan Drive and Regional Sales Manager
Danville, CA 94526
</TABLE>
<PAGE>
PART C. OTHER INFORMATION (continued)
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of July 1, 1995
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
Randy D. Lierman Regional Vice President None
2627 R.D. Mize Road
Independence, MO 64057
Judith L. Lyon Regional Vice President None
163 Haynes Bridge Rd, Ste. 205
Alpharetta, GA 30201
David Meyncke Regional Vice President None
4718 Orange Grove Way
Palm Harbor, FL 34684
Herb W. Morgan Regional Vice President None
11308 Monticook Court
San Diego, CA 92127
Melinda Nawn Regional Vice President None
5850 Squire Hill Court
Cincinnati, OH 45241
Robert H. Ruhm Regional Vice President None
167 Derby Street
Melrose, MA 02176
Diane Snowden Regional Vice President None
11 Thackery Lane
Cherry Hill, NJ 08003
Bruce Tuckey Regional Vice President None
23477 Haggerty Road
Building No. 7
Novi, MI 48375
D. Ian Valentine Senior Vice President of Sales None
307 Braehead Drive and Regional Sales Manager
Fredericksburg, VA 22401
Andrew Veasey Regional Vice President None
40 Goshawk Court
Voorhees, NJ 08043
Todd Volkman Regional Vice President None
4650 Cole Avenue, #216
Dallas, TX 75205
Kelli A. Dumser Regional Vice President None
8618 Hornwood Court
Charlotte, NC 28215
James R. Besher Regional Vice President None
1400 Margaux Lane
Town & Country, MO 63017
Lawrence P. Vogel* Senior Vice President - Finance Vice President
Helen Simon* Vice President None
Marsha E. Jacoby* Vice President, National Accounts None
Manager
Vito Graziano* Assistant Secretary Assistant Secretary
William W. Johnson* Vice President, Order Desk None
Frank P. Marino* Assistant Vice President, Mutual
Fund Product Manager None
Aurelia Lacsamana* Treasurer None
Frank J. Nasta* Secretary Secretary
</TABLE>
<PAGE>
PART C. OTHER INFORMATION (continued)
* The principal business address of each of these directors and/or
officers is 100 Park Avenue, NY, NY 10017.
(c) Not applicable.
Item 30. Location of Accounts and Records
Custodian: Morgan Stanley Trust Company
1 Pierrepont Plaza
Brooklyn New York 11201
Recordkeeping: Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105 and
Seligman Henderson Global Fund Series, Inc.
100 Park Avenue
New York, NY 10017
Item 31. Management Services - Seligman Data Corp., the Registrant's
shareholder service agent, has an agreement with The Shareholder
Services Group ("TSSG") pursuant to which TSSG provides a data
processing system for certain shareholder accounting and
recordkeeping functions performed by Seligman Data Corp. For the
fiscal year ended October 31, 1994, the approximate cost of these
services for each Series was:
Seligman Henderson Global Smaller Companies Fund $ 12,389
Seligman Henderson International Fund $ 6,738
Seligman Henderson Global Technology Fund* $ 476
* for the period May 23, 1994 to October 31, 1994.
Item 32. Undertakings - The Registrant undertakes, (1) to file a
post-effective amendment with financial statements within four to six
months of the effective date of this Registration Statement on behalf
of Seligman Henderson Global New Opportunities Fund under the
Securities Act of 1933; (2) to furnish a copy of the Registrant's
latest annual report, upon request and without charge, to every
person to whom a prospectus is delivered and (3) if requested to do
so by the holders of at least ten percent of its outstanding shares,
to call a meeting of shareholders for the purpose of voting upon the
removal of a director or directors and to assist in communications
with other shareholders as required by Section 16(c) of the
Investment Company Act of 1940.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment pursuant to
Rule 485(b) of the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 16 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 16th day of August, 1995.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By: /s/ William C. Morris
-----------------------------
William C. Morris, Chairman*
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 16 to its Registration Statement has been signed
below by the following persons in the capacities indicated on August 16, 1995.
Signature Title
/s/ William C. Morris
--------------------- Chairman of the Board (Principal
William C. Morris* executive officer) and Director
/s/ William C. Morris
--------------------- President and Director
Ronald T. Schroeder*
/s/ Thomas G. Rose
--------------------- Treasurer (Principal financial and
Thomas G. Rose and accounting officer)
Fred E. Brown, Director )
Alice S. Ilchman, Director )
John E. Merow, Director ) /s/ William C. Morris
Betsy S. Michel, Director ) ----------------------
James C. Pitney, Director ) William C. Morris, Attorney-in-fact*
James Q. Riordan, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )
Brian T. Zino, Director )
<PAGE>
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC., a Maryland corporation
having its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on January 19, 1995, adopted a resolution (a) reclassifying
6,000,000 unissued shares of the par value of $.001 each of the capital stock
("Shares") of the Seligman Henderson International Fund Class of the Corporation
as shares of the Seligman Henderson Global Technology Fund Class to be
designated "Seligman Henderson Global Technology Fund Shares" of the par value
of $.001 each, and (b) that such shares so designated shall have all of the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
as those set forth for a Class of Shares of the Corporation in the Corporation's
Articles of Incorporation as filed on November 21, 1991 and approved on November
22, 1991 and as set forth below in paragraph SECOND.
SECOND: The Shares of the Seligman Henderson Global Technology Fund
Class aforesaid have been duly classified or reclassified by the Board of
Directors pursuant to authority and power contained in the Articles of
Incorporation of the Corporation.
<PAGE>
IN WITNESS WHEREOF, SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. has
caused these Articles Supplementary to be signed in its name and on its behalf
by its Vice President and witnessed by its Secretary, and each of said officers
of the Corporation has also acknowledged these Articles Supplementary to be the
corporate act of the Corporation and has stated under penalties of perjury that
to the best of his knowledge, information and belief the matters and facts set
forth with respect to approval are true in all material respects, all on March
13, 1995
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By /s/ Ronald T. Schroeder
------------------------
Ronald T. Schroeder, President
Witness:
/s/ Frank J. Nasta
-------------------------
Frank J. Nasta, Secretary
<PAGE>
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC., a Maryland corporation
having its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on January 19, 1995, adopted a resolution (a) reclassifying
3,000,000 unissued shares of the par value of $.001 each of the capital stock
("Shares") of the Seligman Henderson Global Smaller Companies Fund Class of the
Corporation as shares of the Seligman Henderson Global Technology Fund Class to
be designated "Seligman Henderson Global Technology Fund Shares" of the par
value of $.001 each, and (b) that such shares so designated shall have all of
the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
as those set forth for a Class of Shares of the Corporation in the Corporation's
Articles of Incorporation as filed on November 21, 1991 and approved on November
22, 1991 and as set forth below in paragraph SECOND.
SECOND: The Shares of the Seligman Henderson Global Technology Fund
Class aforesaid have been duly classified or reclassified by the Board of
Directors pursuant to authority and power contained in the Articles of
Incorporation of the Corporation.
<PAGE>
IN WITNESS WHEREOF, SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. has
caused these Articles Supplementary to be signed in its name and on its behalf
by its Vice President and witnessed by its Secretary, and each of said officers
of the Corporation has also acknowledged these Articles Supplementary to be the
corporate act of the Corporation and has stated under penalties of perjury that
to the best of his knowledge, information and belief the matters and facts set
forth with respect to approval are true in all material respects, all on March
15, 1995
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By /s/ Ronald T. Schroeder
-----------------------------
Ronald T. Schroeder, President
Witness:
/s/ Frank J. Nasta
-------------------------
Frank J. Nasta, Secretary
<PAGE>
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
ARTICLES SUPPLEMENTARY
Seligman Henderson Global Fund Series, Inc., a Maryland Corporation
having its principal office in Baltimore City, Maryland and registered as an
open-end investment company under the Investment Company Act of 1940
(hereinafter called the "Corporation") hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The total number of shares of capital stock of all classes which
the Corporation has authority to issue is hereby increased to 150,000,000 shares
of capital stock (par value $0.001 per share), amounting to an aggregate par
value of $150,000.00, of which 50,000,000 shares are classified as the "Seligman
Henderson International Fund Class", 50,000,000 shares are classified as the
Seligman Henderson Global Smaller Companies Fund Class" and 50,000,000 shares
are classified as the "Seligman Henderson Global Technology Fund Class".
SECOND: The shares of each of the Seligman Henderson International Fund
Class, the Seligman Henderson Global Smaller Companies Fund Class and the
Seligman Henderson Global Technology Fund Class aforesaid shall have all the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
as those respectively set forth for such Classes of Shares in the Corporation's
Charter as it may be supplemented or amended from time to time.
THIRD: The Board of Directors of the Corporation on March 16, 1995 duly
adopted and approved a resolution in accordance with Section 2-105(c) of the
General Corporation Law of the State of Maryland in which was set forth the
foregoing increase in capital stock of the Corporation.
FOURTH: The shares of the Seligman Henderson International Fund Class,
the Seligman Henderson Global Smaller Companies Fund Class and the Seligman
Henderson Global Technology Fund Class aforesaid have been duly classified or
reclassified by the Board of Directors pursuant to authority and power contained
in the Articles of Incorporation of the Corporation.
FIFTH (a) The total number of shares of capital stock of all classes
which the Corporation was heretofore authorized to issue was 50,000,000 shares
of capital stock (par value $0.001), amounting to an aggregate par value of
$50,000,000, of which 19,000,000 shares were classified as the "Seligman
Henderson International Fund Class", 12,000,000 shares were classified as the
"Seligman Henderson Global Smaller Companies Fund Class" and 19,000,000 shares
are classified as the "Seligman Henderson Global Technology Fund Class".
(b) The total number of shares of Common Stock is increased by
these Articles Supplementary to 150,000,000 shares of the par value of $0.001
each and of the aggregate par value of $150,000.00, of which 50,000,000 shares
are classified as the "Seligman Henderson International Fund Class", 50,000,000
shares are classified as the "Seligman Henderson Global Smaller Companies Fund
Class" and 50,000,000 shares are classified as the "Seligman Henderson Global
Technology Fund Class".
(c) The Corporation currently has only three classes of Common
Stock outstanding.
IN WITNESS WHEREOF, SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. has
caused these Articles Supplementary to be signed in its name and on hits behalf
by its President and witnessed by its Secretary, and each of said officers of
the Corporation has also acknowledged these Articles Supplementary to be the
corporate act of the Corporation and has stated under penalties of perjury that
to the best of his knowledge, information and belief that the matters and facts
set forth with respect to approval are true in all material respects, all on
April 17, 1995.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By: /s/ Ronald T. Schroeder
--------------------------
Ronald T. Schroeder, President
Witness:
/s/ Frank J. Nasta
-----------------------------
Frank J. Nasta
Secretary
DRAFT
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. a Maryland corporation
having its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on September 21, 1995, adopted a resolution (a) reclassifying
10,000,000 unissued shares of the par value of $.001 each of the capital stock
("Shares") of the Seligman Henderson International Fund Class of the Corporation
as a separate class of shares (the "Seligman Henderson Global New Opportunities
Fund Class") designated "Seligman Henderson Global New Opportunities Fund
Shares" of the par value of $.001 each, and (b) that such shares so designated
shall have all of the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or conditions
of redemption as those set forth for a Class of Shares of the Corporation in the
Corporation's Charter as it may be supplemented or amended from time to time and
as set forth below in paragraph SECOND.
<PAGE>
SECOND: The terms of the common stock of the Seligman Henderson Global
New Opportunities Fund Class (the "Global New Opportunities Series") as further
set by the Board of Directors are as follows:
(a) The common stock of the Global New Opportunities Series
shall have two sub-classes of shares, which shall be designated Class A
and Class D. The number of authorized shares of Class A common stock
and Class D common stock of the Global New Opportunities Series shall
each consist of the sum of x and y where: x equals the issued and
outstanding shares of such sub-class; and y equals one-half of the
authorized but unissued shares of common stock of all sub-classes of
the Global New Opportunities Series; provided that at all times the
aggregate authorized, issued and outstanding shares of Class A and
Class D common stock of the Global New Opportunities Series shall not
exceed the authorized number of shares of common stock of the Global
New Opportunities Series (i.e., 10,000,000 shares of common stock until
changed by further action of the Board of Directors in accordance with
Section 2-208.1 of the Maryland General Corporation Law or a successor
provision); and, in the event application of the formula above would
result, at any time, in fractional shares, the applicable number of
authorized shares of each sub-class shall be rounded down to the
nearest whole number of shares of such sub-class. Any sub-class of
common stock of the Global New Opportunities Series shall be referred
to herein individually as a "Class" and collectively, together with any
further sub-class or sub-classes from time to time established, as the
"Classes."
(b) All Classes shall represent the same interest in the
Corporation and have identical voting, dividend, liquidation, and other
rights; provided, however, that notwithstanding anything in the charter
of the Corporation to the contrary:
(1) Class A shares may be subject to such front-end
sales loads as may be established by the Board of Directors
from time to time in accordance with the Investment Company
Act of 1940, as amended (the "Investment Company Act") and
applicable rules and regulations of the National Association
of Securities Dealers, Inc. (the "NASD").
(2) Class D shares may be subject to such contingent
deferred sales charge as may be established from time to time
by the Board of Directors in accordance with the Investment
Company Act and applicable rules and regulations of the NASD.
(3) Expenses related solely to a particular Class
(including, without limitation, distribution expenses under a
Rule 12b-1 plan and administrative expenses under an
administration or service agreement, plan or other
arrangement, however designated, which may differ between the
Classes) shall be borne by that Class and shall be
appropriately reflected (in the manner determined by the Board
of Directors) in the net asset value, dividends, distribution
and liquidation rights of the shares of that Class.
(4) At such time as shall be permitted under the
Investment Company Act, any applicable rules and regulations
thereunder and the provisions of any exemptive order
applicable to the Corporation, and as may be determined by the
Board of Directors and disclosed in the then current
prospectus of the Global New Opportunities Series, shares of a
particular Class may be automatically converted into shares of
another Class; provided, however, that such conversion shall
be subject to the continuing availability of an opinion of
counsel to the effect that such conversion does not constitute
a taxable event under federal income tax law. The Board of
Directors, in its sole discretion, may suspend any conversion
rights if such opinion is no longer available.
(5) As to any matter with respect to which a separate
vote of any Class is required by the Investment Company Act or
by the Maryland General Corporation Law (including, without
limitation, approval of any plan, agreement or other
arrangement referred to in subsection (3) above), such
requirement as to a separate vote by that Class shall apply,
and, if permitted by the Investment Company Act or any rules,
regulations or orders thereunder and the Maryland General
Corporation Law, the Classes shall vote together as a single
Class on any such matter that shall have the same effect on
each such Class. As to any matter that does not affect the
interest of a particular Class, only the holders of shares of
the affected Class shall be entitled to vote.
THIRD: The Shares of the Seligman Henderson Global New Opportunities
Fund Class aforesaid have been duly classified or reclassified by the Board of
Directors pursuant to authority and power contained in the Articles of
Incorporation of the Corporation.
<PAGE>
IN WITNESS WHEREOF, SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. has
caused these Articles Supplementary to be signed in its name and on its behalf
by its President and witnessed by its Secretary, and each of said officers of
the Corporation has also acknowledged these Articles Supplementary to be the
corporate act of the Corporation and has stated under penalties of perjury that
to the best of his knowledge, information and belief the matters and facts set
forth with respect to approval are true in all material respects, all on October
, 1995
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By
----------------------------------
Ronald T. Schroeder, President
Witness:
-------------------------
Frank J. Nasta, Secretary
SEC HYPO FOR 10 YEARS ON EXPENSE RATIOS
Seligman Henderson Global New Opportunities Fund - Class A
SALES LOAD: 4.75%
EXPENSE RATIO: 2.00%
NO REDEMPTION FEE
<TABLE>
<CAPTION>
AMOUNT SALES BEGINNING 5% LESS ENDING AVERAGE ANNUAL AGGREGATE REDEMPTION
YEAR INVESTED LOAD VALUE EXP RATIO VALUE VALUE EXPENSE EXPENSES FEE LISTED
---- -------- ---- ----- --------- ----- ----- -------- -------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $1,000 47.50 952.50 28.575 981.075 966.788 19.336 66.836 0.00 $67 (No redemption)
2 981.08 29.432 1,010.507 995.791 19.916 86.752
3 1,010.51 30.315 1,040.822 1025.665 20.513 107.265 107
</TABLE>
SEC HYPO FOR 10 YEARS ON EXPENSE RATIOS
Seligman Henderson Global New Opportunities Fund - Class D
SALES LOAD: 0.00%
EXPENSE RATIO: 2.75%
NO REDEMPTION FEE
<TABLE>
<CAPTION>
AMOUNT SALES BEGINNING 5% LESS ENDING AVERAGE ANNUAL AGGREGATE REDEMPTION
YEAR INVESTED LOAD VALUE EXP RATIO VALUE VALUE EXPENSE EXPENSES FEE LISTED
---- -------- ---- ----- --------- ----- ------ -------- -------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $1,000 0.00 1,000.00 22.500 1,022.500 1011.250 27.809 27.809 10.00 $38 (No redemption)
2 1,022.50 23.006 1,045.506 1034.003 28.435 56.244
3 1,045.51 23.524 1,069.030 1057.268 29.075 85.319 85
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> INTERNATIONAL CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> APR-30-1995
<INVESTMENTS-AT-COST> 74090
<INVESTMENTS-AT-VALUE> 78102
<RECEIVABLES> 4127
<ASSETS-OTHER> 3702
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 85931
<PAYABLE-FOR-SECURITIES> 1731
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 318
<TOTAL-LIABILITIES> 2049
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 80254
<SHARES-COMMON-STOCK> 3735<F1>
<SHARES-COMMON-PRIOR> 3560<F1>
<ACCUMULATED-NII-CURRENT> (1553)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 861
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4320
<NET-ASSETS> 59564<F1>
<DIVIDEND-INCOME> 432<F1>
<INTEREST-INCOME> 114<F1>
<OTHER-INCOME> (1135)<F1>
<EXPENSES-NET> 485<F1>
<NET-INVESTMENT-INCOME> (1074)<F1>
<REALIZED-GAINS-CURRENT> 768
<APPREC-INCREASE-CURRENT> (4170)
<NET-CHANGE-FROM-OPS> (4948)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 2536<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 543<F1>
<NUMBER-OF-SHARES-REDEEMED> 521<F1>
<SHARES-REINVESTED> 153<F1>
<NET-CHANGE-IN-ASSETS> 1057
<ACCUMULATED-NII-PRIOR> (6)
<ACCUMULATED-GAINS-PRIOR> 3487
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 290<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 485<F1>
<AVERAGE-NET-ASSETS> 58505<F1>
<PER-SHARE-NAV-BEGIN> 17.67<F1>
<PER-SHARE-NII> .02<F1>
<PER-SHARE-GAIN-APPREC> (1.05)<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .69<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.95<F1>
<EXPENSE-RATIO> 1.67<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Data is for Class A only.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> GLOBAL SMALLER COS CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> APR-30-1995
<INVESTMENTS-AT-COST> 81996
<INVESTMENTS-AT-VALUE> 94281
<RECEIVABLES> 1879
<ASSETS-OTHER> 8272
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 104432
<PAYABLE-FOR-SECURITIES> 1580
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 468
<TOTAL-LIABILITIES> 2048
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 88648
<SHARES-COMMON-STOCK> 4626<F1>
<SHARES-COMMON-PRIOR> 3878<F1>
<ACCUMULATED-NII-CURRENT> (1233)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2527
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12442
<NET-ASSETS> 54952<F1>
<DIVIDEND-INCOME> 194<F1>
<INTEREST-INCOME> 121<F1>
<OTHER-INCOME> (453)<F1>
<EXPENSES-NET> 437<F1>
<NET-INVESTMENT-INCOME> (575)<F1>
<REALIZED-GAINS-CURRENT> 2664
<APPREC-INCREASE-CURRENT> 1498
<NET-CHANGE-FROM-OPS> 2933
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 1358<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1203<F1>
<NUMBER-OF-SHARES-REDEEMED> 572<F1>
<SHARES-REINVESTED> 117<F1>
<NET-CHANGE-IN-ASSETS> 17798
<ACCUMULATED-NII-PRIOR> (3)
<ACCUMULATED-GAINS-PRIOR> 2355
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 240<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 437<F1>
<AVERAGE-NET-ASSETS> 48441<F1>
<PER-SHARE-NAV-BEGIN> 11.93<F1>
<PER-SHARE-NII> (.03)<F1>
<PER-SHARE-GAIN-APPREC> 0.31<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .33<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.88<F1>
<EXPENSE-RATIO> 1.82<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A Only
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> GLOBAL TECHNOLOGY CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> APR-30-1995
<INVESTMENTS-AT-COST> 97244
<INVESTMENTS-AT-VALUE> 114483
<RECEIVABLES> 8086
<ASSETS-OTHER> 10258
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 132827
<PAYABLE-FOR-SECURITIES> 12585
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 635
<TOTAL-LIABILITIES> 13220
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 96613
<SHARES-COMMON-STOCK> 9797<F1>
<SHARES-COMMON-PRIOR> 6058<F1>
<ACCUMULATED-NII-CURRENT> (448)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6207
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 17235
<NET-ASSETS> 96645<F1>
<DIVIDEND-INCOME> 169<F1>
<INTEREST-INCOME> 180<F1>
<OTHER-INCOME> (39)<F1>
<EXPENSES-NET> 644<F1>
<NET-INVESTMENT-INCOME> (334)<F1>
<REALIZED-GAINS-CURRENT> 6211
<APPREC-INCREASE-CURRENT> 11611
<NET-CHANGE-FROM-OPS> 17374
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 507
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4650<F1>
<NUMBER-OF-SHARES-REDEEMED> 970<F1>
<SHARES-REINVESTED> 59
<NET-CHANGE-IN-ASSETS> 62389
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 337<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 644<F1>
<AVERAGE-NET-ASSETS> 67922<F1>
<PER-SHARE-NAV-BEGIN> 8.37<F1>
<PER-SHARE-NII> (.04)<F1>
<PER-SHARE-GAIN-APPREC> 1.60<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .07
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.86<F1>
<EXPENSE-RATIO> 1.91<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A Only
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> INTERNATIONAL CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> APR-30-1995
<INVESTMENTS-AT-COST> 74090
<INVESTMENTS-AT-VALUE> 78102
<RECEIVABLES> 4127
<ASSETS-OTHER> 3702
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 85931
<PAYABLE-FOR-SECURITIES> 1731
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 318
<TOTAL-LIABILITIES> 2049
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 80254
<SHARES-COMMON-STOCK> 1545<F1>
<SHARES-COMMON-PRIOR> 1135<F1>
<ACCUMULATED-NII-CURRENT> (1553)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 861
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4320
<NET-ASSETS> 24318<F1>
<DIVIDEND-INCOME> 167<F1>
<INTEREST-INCOME> 41<F1>
<OTHER-INCOME> (418)<F1>
<EXPENSES-NET> 263<F1>
<NET-INVESTMENT-INCOME> (473)<F1>
<REALIZED-GAINS-CURRENT> 768
<APPREC-INCREASE-CURRENT> (4170)
<NET-CHANGE-FROM-OPS> (4948)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 858<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 493<F1>
<NUMBER-OF-SHARES-REDEEMED> 136<F1>
<SHARES-REINVESTED> 53<F1>
<NET-CHANGE-IN-ASSETS> 1057
<ACCUMULATED-NII-PRIOR> (6)
<ACCUMULATED-GAINS-PRIOR> 3487
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 105<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 262<F1>
<AVERAGE-NET-ASSETS> 21181<F1>
<PER-SHARE-NAV-BEGIN> 17.53<F1>
<PER-SHARE-NII> (.04)<F1>
<PER-SHARE-GAIN-APPREC> (1.06)<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .69<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.74<F1>
<EXPENSE-RATIO> 2.50<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Data is for Class D only.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> GLOBAL SMALLER COS CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> APR-30-1995
<INVESTMENTS-AT-COST> 81996
<INVESTMENTS-AT-VALUE> 94281
<RECEIVABLES> 1879
<ASSETS-OTHER> 8272
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 104432
<PAYABLE-FOR-SECURITIES> 1580
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 468
<TOTAL-LIABILITIES> 2048
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 88648
<SHARES-COMMON-STOCK> 4055<F1>
<SHARES-COMMON-PRIOR> 3247<F1>
<ACCUMULATED-NII-CURRENT> (1233)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2527
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12442
<NET-ASSETS> 47432<F1>
<DIVIDEND-INCOME> 166<F1>
<INTEREST-INCOME> 106<F1>
<OTHER-INCOME> (392)<F1>
<EXPENSES-NET> 534<F1>
<NET-INVESTMENT-INCOME> (654)<F1>
<REALIZED-GAINS-CURRENT> 2664
<APPREC-INCREASE-CURRENT> 1498
<NET-CHANGE-FROM-OPS> 2933
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 1134<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1001<F1>
<NUMBER-OF-SHARES-REDEEMED> 293<F1>
<SHARES-REINVESTED> 100<F1>
<NET-CHANGE-IN-ASSETS> 17798
<ACCUMULATED-NII-PRIOR> (3)
<ACCUMULATED-GAINS-PRIOR> 2355
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 203<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 535<F1>
<AVERAGE-NET-ASSETS> 40985<F1>
<PER-SHARE-NAV-BEGIN> 11.80<F1>
<PER-SHARE-NII> (.07)<F1>
<PER-SHARE-GAIN-APPREC> 0.30<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .33<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.70<F1>
<EXPENSE-RATIO> 2.63<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D Only
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> GLOBAL TECHNOLOGY CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> APR-30-1995
<INVESTMENTS-AT-COST> 97244
<INVESTMENTS-AT-VALUE> 114483
<RECEIVABLES> 8086
<ASSETS-OTHER> 10258
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 132827
<PAYABLE-FOR-SECURITIES> 12585
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 635
<TOTAL-LIABILITIES> 13220
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 96613
<SHARES-COMMON-STOCK> 2348<F1>
<SHARES-COMMON-PRIOR> 779<F1>
<ACCUMULATED-NII-CURRENT> (448)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6207
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 17235
<NET-ASSETS> 22962<F1>
<DIVIDEND-INCOME> 35<F1>
<INTEREST-INCOME> 32<F1>
<OTHER-INCOME> (8)<F1>
<EXPENSES-NET> 173<F1>
<NET-INVESTMENT-INCOME> (114)<F1>
<REALIZED-GAINS-CURRENT> 6211
<APPREC-INCREASE-CURRENT> 11611
<NET-CHANGE-FROM-OPS> 17374
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 507
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1802<F1>
<NUMBER-OF-SHARES-REDEEMED> 244<F1>
<SHARES-REINVESTED> 11<F1>
<NET-CHANGE-IN-ASSETS> 62389
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 63<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 173<F1>
<AVERAGE-NET-ASSETS> 12868<F1>
<PER-SHARE-NAV-BEGIN> 8.34<F1>
<PER-SHARE-NII> (.07)<F1>
<PER-SHARE-GAIN-APPREC> 1.58<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .07
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.78<F1>
<EXPENSE-RATIO> 2.71<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D Only
</FN>
</TABLE>
