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. 14 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 16 |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
|X| on March 1 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
|_| 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 will be 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. 14
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
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 FUND SERIES, INC.
SELIGMAN HENDERSON INTERNATIONAL FUND
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
100 Park Avenue
New York, NY 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
March 1, 1995
SELIGMAN HENDERSON INTERNATIONAL FUND (the "International Fund") seeks long-
term capital appreciation primarily by making investments in securities of
non-United States issuers.
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND (the "Global Smaller Compa-
nies Fund"), formerly Seligman Henderson Global Emerging Companies Fund, seeks
long-term capital appreciation primarily by making global investments in com-
panies with small to medium market capitalization.
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND (the "Global Technology Fund")
seeks long-term capital appreciation by making global investments of at least
65% of its assets in securities of companies with business operations in tech-
nology and technology-related industries.
The International Fund, the Global Smaller Companies Fund and the Global
Technology Fund (each individually, a "Series") are each a separate series of
Seligman Henderson Global Fund Series, Inc. (the "Fund"), an open-end diversi-
fied management investment company. The Fund may offer additional series in
the future. There can be no assurance that a Series will achieve its objec-
tives. For a description of each Series' investment objective and policies,
including the risk factors associated with an investment in the Fund, see "In-
vestment Objectives 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
global investments.
Each Series 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 cer-
tain 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 a Series may be purchased through any authorized investment dealer.
This Prospectus sets forth concisely the information a prospective investor
should know about the Fund and the Series before investing. Please read it
carefully before you invest and keep it for future reference. Additional in-
formation, including a Statement of Additional Information, has been filed
with the Securities and Exchange Commission. The Statement of Additional In-
formation 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 incor-
porated 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.
<PAGE>
[This page intentionally left blank]
2
<PAGE>
SUMMARY OF SERIES' EXPENSES
<TABLE>
<CAPTION>
INTERNATIONAL GLOBAL SMALLER GLOBAL
FUND COMPANIES FUND TECHNOLOGY FUND
------------------- -------------------- --------------------
CLASS A CLASS D CLASS A CLASS D CLASS A CLASS D
------- ----------- ------- ------------ -------- -----------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load
Imposed on Purchases
(as a percentage of
offering price)........ 4.75% None 4.75% None 4.75% None
Sales Load on
Reinvested Dividends.. None None None None None None
Deferred Sales Load (as
a percentage of
original purchase
price or redemption
proceeds, whichever is
lower)................ None 1% during None 1% during None 1% during
first year; first year; first year;
None None None
thereafter thereafter thereafter
Redemption Fees........ None None None None None None
Exchange Fees.......... None None None None None None
<CAPTION>
CLASS A CLASS D CLASS A CLASS D CLASS A* CLASS D*
------- ----------- ------- ------------ -------- -----------
<S> <C> <C> <C> <C> <C> <C>
ANNUAL SERIES OPERATING
EXPENSES FOR FISCAL
1994 (as a percentage
of average net assets)
Management Fees........ 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
12b-1 Fees............. .06% 1.00%** .21% 1.00%** .19% 1.00%**
Other Expenses (net of
fees waived).......... .57% .50% .71% .70% .81% .75%
----- ----------- ----- ------------ ----- -----------
Total Fund Operating
Expenses.............. 1.63% 2.50% 1.92% 2.70% 2.00% 2.75%
===== =========== ===== ============ ===== ===========
</TABLE>
The purpose of this table is to assist investors in understanding the vari-
ous costs and expenses which shareholders of the Fund bear directly or indi-
rectly. 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 cir-
cumstances. The CDSL on Class D shares is a one-time charge paid only if
shares are redeemed within one year of purchase. For more information concern-
ing reductions in sales loads and for a more complete description of the vari-
ous costs and expenses, see "Purchase Of Shares," "Redemption Of Shares" and
"Management Services" herein. Each Series' Administration, Shareholder Serv-
ices 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.
In fiscal 1994, the Manager and Subadviser, at their discretion, waived a
portion of their fees for Class D shares of the International Fund and for
both Classes of shares of the Global Technology Fund. These waivers are re-
flected as a reduction of other expenses. Absent such waivers, the total oper-
ating expenses for Class D shares of the International Fund and Class A and
Class D shares of the Global Technology Fund, respectively, would have been
2.67%, 2.18% and 3.36%, respectively. There can be no assurance that the Man-
ager or Subadviser will waive any of their fees or reimburse expenses in fu-
ture periods.
<TABLE>
<CAPTION>
INTERNATIONAL GLOBAL SMALLER GLOBAL
FUND COMPANIES FUND TECHNOLOGY FUND
--------------- --------------- ---------------
EXAMPLE CLASS A CLASS D CLASS A CLASS D CLASS A CLASS D
- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <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:
1 year...................... $ 63 $ 35+ $ 66 $ 37+ $ 67 $ 38+
3 years..................... 96 78 105 84 107 85
5 years..................... 132 133 146 143 150 145
10 years..................... 232 284 261 303 269 308
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN AND THE 5% AN-
NUAL RETURN USED IN THIS EXAMPLE IS A HYPOTHETICAL RATE.
- -------
* Annualized.
** Includes an annual distribution fee of .75 of 1% and an annual service fee
of .25 of 1% (collectively, "distribution fee"). The aggregate deferred sales
loads and asset-based sales loads on Class D shares of the Fund may not ex-
ceed 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:
<TABLE>
<CAPTION>
International Fund Global Smaller Companies Fund Global Technology Fund
------------------ ----------------------------- ----------------------
<C> <C> <C>
Class D--$25 Class D--$27 Class D--$28
</TABLE>
3
<PAGE>
FINANCIAL HIGHLIGHTS
Each Series' financial highlights for Class A and Class D shares for the pe-
riods presented below have been audited by Deloitte & Touche LLP, independent
auditors. This information, which is derived from the financial and accounting
records of the Series, should be read in conjunction with the financial state-
ments and notes contained in the 1994 Annual Report of each Series, which are
included in the Fund's Statement of Additional Information, copies of which
may be obtained from the Fund at the telephone numbers or address provided on
the cover page of this Prospectus.
The per share operating performance data is designed to allow investors to
trace the operating performance, on a per share basis, from a Series' begin-
ning net asset value to the ending net asset value so that they may understand
<TABLE>
<CAPTION>
INTERNATIONAL FUND
---------------------------------------------------
CLASS A CLASS D
----------------------------- -------------------
YEAR YEAR 4/7/92* YEAR 9/21/93*
ENDED ENDED TO ENDED TO
10/31/94 10/31/93 10/31/92 10/31/94 10/31/93
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning
of period.................. $ 15.98 $ 11.89 $ 12.00 $ 15.96 $ 15.23
------- ------- ------- -------- -------
Net investment income
(loss)..................... 0.04 0.04 0.08 (0.09) (0.03)
Net realized and unrealized
gain (loss) on investments. 0.91 4.25 (0.23) 0.91 1.17
Net realized and unrealized
gain (loss) from foreign
currency transactions...... 1.08 (0.17) 0.04 1.08 (0.41)
------- ------- ------- -------- -------
Increase (decrease) from
investment operations...... 2.03 4.12 (0.11) 1.90 0.73
Dividends paid.............. (0.01) (0.03) -- -- --
Distributions from net gain
realized................... (0.33) -- -- (0.33) --
------- ------- ------- -------- -------
Net increase (decrease) in
net asset value............ 1.69 4.09 (0.11) 1.57 0.73
------- ------- ------- -------- -------
Net asset value, end of pe-
riod....................... $ 17.67 $ 15.98 $ 11.89 $ 17.53 $ 15.96
======= ======= ======= ======== =======
Total return based on net
asset value................ 12.85% 34.78% (0.92)% 12.03% 4.79%
RATIOS/SUPPLEMENTAL DATA:**
Expenses to average net as-
sets...................... 1.63% 1.75% 1.75%+ 2.50% 2.50%+
Net investment income
(loss) to average net
assets.................... 0.27% 0.27% 1.25%+ (0.53)% (1.86)%+
Portfolio turnover.......... 39.59% 46.17% 12.77% 39.59% 46.17%++
Net assets, end of period
(000's omitted)............ $62,922 $33,134 $14,680 $ 19,903 $ 1,648
Without Fee Waiver:
Net investment income (loss)
per share.................. $ (0.04) -- $ (0.11) $ (0.11)
Ratios:
Expenses to average net
assets.................... 2.30% 2.92%+ 2.67% 8.49%+
Net investment income
(loss) to average net
assets.................... (0.28)% 0.08%+ (0.70)% (7.84)%+
</TABLE>
The data provided above for the International Fund Class A shares reflects
historical information and therefore has not been adjusted to reflect, for the
period prior to its implementation on September 21, 1993, the effect of the
Administration Shareholder Services and Distribution Plan.
4
<PAGE>
what effect the individual items have on their investment assuming it was held
throughout the period. Generally, the per share amounts are derived by con-
verting the actual dollar amounts incurred for each item as disclosed in the
financial statements to their equivalent per share amounts. The total return
based on net asset value measures a Series' performance assuming investors
purchased shares of the Series at net asset value as of the beginning of each
period, invested 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 pe-
riod. The total return computations do not reflect any sales loads investors
may incur in purchasing or selling shares of a Series. The total returns for
periods of less than one year are not annualized.
<TABLE>
<CAPTION>
GLOBAL
GLOBAL SMALLER COMPANIES FUND TECHNOLOGY FUND
- ---------------------------------------------------- --------------------
CLASS A CLASS D CLASS A CLASS D
- ----------------------------- ------------------- -------- --------
YEAR YEAR 9/9/92* YEAR 5/3/93* 5/23/94* 5/23/94*
ENDED ENDED TO ENDED TO TO TO
10/31/94 10/31/93 10/31/92 10/31/94 10/31/93 10/31/94 10/31/94
- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 9.98 $ 7.15 $ 7.14 $ 9.94 $ 8.52 $ 7.14 $ 7.14
------- -------- ------- ------- ------- ------- ------
(0.08) (0.02) -- (0.16) (0.05) (0.01) (0.04)
1.57 3.07 0.02 1.57 1.60 1.08 1.08
0.52 (0.20) (0.01) 0.51 (0.13) 0.16 0.16
------- -------- ------- ------- ------- ------- ------
2.01 2.85 0.01 1.92 1.42 1.23 1.20
-- (0.02) -- -- -- -- --
(0.06) -- -- (0.06) -- -- --
------- -------- ------- ------- ------- ------- ------
1.95 2.83 0.01 1.86 1.42 1.23 1.20
------- -------- ------- ------- ------- ------- ------
$ 11.93 $ 9.98 $ 7.15 $ 11.80 $ 9.94 $ 8.37 $ 8.34
======= ======== ======= ======= ======= ======= ======
20.28% 39.86% 0.14% 19.45% 16.67% 17.23% 16.81%
1.92% 1.98% 1.75%+ 2.70% 2.75%+ 2.00%+ 2.75%+
(0.77)% (0.29)% 0.13%+ (1.53)% (1.35)%+ (0.45)%+ (1.22)%+
62.47% 60.03% -- 62.47% 60.03%++ 29.20% 29.20%
$46,269 $ 20,703 $ 1,562 $38,317 $10,344 $50,719 $6,499
$ (0.18) $ (0.07) $ (0.11) $ (0.02) $(0.06)
3.90% 12.28%+ 4.25%+ 2.18%+ 3.36%+
(2.21)% (10.44)%+ (2.85)%+ (0.63)%+ (1.83)%+
</TABLE>
- -------
* 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 fiscal year ended October 31, 1993.
5
<PAGE>
ALTERNATIVE DISTRIBUTION SYSTEM
Each Series offers two classes of shares. Class A shares are sold to invest-
ors 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 in-
vestors choosing to pay no initial sales load, a higher distribution fee and,
with respect to redemptions within one year of purchase, a CDSL. The Alterna-
tive 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 circum-
stances. Investors should determine whether under their particular circum-
stances 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 a Series with the investment thereafter being sub-
ject 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 a Series,
however, is reduced by the initial sales loads deducted at the time of pur-
chase.
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 distribu-
tion fee of Class D shares may exceed the initial sales load and lower distri-
bution fee of Class A shares. This consideration must be weighed against the
fact that the amount invested in a Series will be reduced by initial sales
loads deducted at the time of purchase. Furthermore, the distribution fees will
be offset to the extent any return is realized on the additional funds ini-
tially invested under the Class D alternative.
Alternatively, some investors might choose to have all of their funds in-
vested initially in Class D shares, although remaining subject to a higher con-
tinuing 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 distribu-
tion 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, fluctua-
tions in net asset value or the effect of the return on the investment over
this period of time.
The two classes of shares of a Series represent interests in the same portfo-
lio of investments, have the same rights and are generally identical in all re-
spects except that each class bears its separate distribution and certain class
expenses and has exclusive voting rights with respect to any matter on 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 fee and other expenses of each class. Class D shares
bear higher distribution fees, 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 under the 1940 Act and Maryland law,
will seek to ensure that no such conflict arises. For this purpose, the Direc-
tors 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
6
<PAGE>
as set forth below. Each class has advantages and disadvantages for different
investors, and investors should choose the class that best suits their circum-
stances and their objectives.
<TABLE>
<CAPTION>
ANNUAL 12B-1 FEES
(AS A % OF AVERAGE OTHER
SALES LOAD DAILY NET ASSETS) INFORMATION
---------- ------------------ -----------
<S> <C> <C> <C>
CLASS A Maximum Service fee Initial
initial of .25%. sales load
sales load waived or
of 4.75% of reduced for
the public certain
offering purchases.
price.
CLASS D None Service fee CDSL of 1%
of .25%; on
Distribution redemptions
fee of .75%. within one
year of
purchase.
</TABLE>
INVESTMENT OBJECTIVES AND POLICIES
The International Fund, the Global Smaller Companies Fund and the Global
Technology Fund are each a separate series of Seligman Henderson Global Fund
Series, Inc., an open-end diversified management investment company incorpo-
rated under the laws of the state of Maryland on November 22, 1991.
SELIGMAN HENDERSON INTERNATIONAL FUND. The investment objective of the Inter-
national Fund is long-term capital appreciation. The Series seeks to achieve
this objective primarily by making investments in securities of non-United
States issuers. This investment objective is a fundamental policy and may not
be changed without shareholder approval. There can be no assurance that the Se-
ries will achieve its investment objective.
The International Fund may invest in securities of issuers domiciled in any
country. Under normal conditions investments will be made in three principal
regions: The United Kingdom/Continental Europe, the Pacific Basin and Latin
America. Continental European countries include Austria, Belgium, Denmark, Fin-
land, 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,
Pakistan, The People's Republic of China, The Philippines, Singapore, Taiwan and
Thailand. Latin American coun-tries include Argentina, Brazil, Chile, Mexico and
Venezuela.
Under normal market conditions it is anticipated that at least five countries
will be represented in the International Fund's portfolio. Investments will not
normally be made in securities of issuers organized in the United States and
Canada, although under exceptional conditions a large portion of the Interna-
tional Fund's assets may temporarily be invested in the United States.
Securities may be included in the International Fund's portfolio without re-
gard to minimum capitalization of their issuers. The International Fund will
generally purchase securities of medium- to large-sized companies in the prin-
cipal international markets, although it may purchase securities of companies
that have a lower market capitalization in smaller regional markets.
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND. The investment objective of
the Global Smaller Companies Fund (formerly, Seligman Henderson Global Emerging
Companies Fund) is long-term capital appreciation. The Series seeks to achieve
this objective primarily by making global investments in securities of emerging
companies, i.e., companies with small to medium market capitalizations. This
investment objective is a fundamental policy and may not be changed without
shareholder approval. There can be no assurance that the Series will achieve
its investment objective.
The Global Smaller Companies Fund may invest in securities of issuers domi-
ciled in any country. Under normal conditions investments will be made in four
principal regions: the United Kingdom/Continental Europe, the Pacific Basin and
Latin America (all of which are described above under "Seligman Henderson In-
ternational Fund") and North America. Under normal market conditions, the
Global Smaller Companies Fund's assets will be invested in securities of is-
suers
7
<PAGE>
located in at least three different countries, one of which may be the United
States.
Under normal market conditions, the Global Smaller Companies Fund will invest
at least 65% of its assets in securities of small- to medium-sized companies
with market capitalizations up to $750 million, although up to 35% of its total
assets may be invested in securities of companies with market capitalizations
over $750 million. The Fund's Board of Directors will periodically review and
revise the capitalization requirements of smaller companies as circumstances
may require. The Global Smaller Companies Fund anticipates that it will con-
tinue to hold the securities of smaller companies as those companies grow or
expand so long as those investments continue to offer prospects of long-term
growth. In extraordinary circumstances, the Global Smaller Companies Fund may
invest for temporary defensive purposes, without limit, in large capitalization
companies or increase its investments in debt securities.
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND. The investment objective of the
Global Technology Fund is long-term capital appreciation. The Series seeks to
achieve its objective by making global investments of at least 65% of its as-
sets in securities of companies with business operations in technology and
technology-related industries. This investment objective is a fundamental pol-
icy and may not be changed without shareholder approval. There can be no assur-
ance that the Series will achieve its investment objective.
The Global Technology 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, the Pacific Basin and Latin
America (all of which are described above under "Seligman Henderson Interna-
tional Fund") and North America. Under normal market conditions, the Series'
assets will be invested in securities of issuers located in at least three dif-
ferent countries, one of which may be the United States.
The use of existing and developing technologies is an increasingly important
component of human societies in every part of the civilized world. The Global
Technology Fund defines technology as the use of science to create new products
and services. As such the industry comprises not only information technology
and communications but also medical, environmental and bio-technology. The Se-
ries expects to invest in a broad range of technologies. The technology market
is global in its scope and has exhibited and continues to demonstrate rapid
growth both through increasing demand for existing products and services and
the broadening of the technology market. Penetration rates remain low while
emerging technologies such as multimedia and genetic engineering are opening up
whole new markets. The application of new technology to traditional industries
is, in many cases, revolutionizing both manufacturing and distribution indus-
tries. Nonetheless, older technologies such as photography and print also are
typically represented.
The Subadviser expects to take advantage of valuation anomalies in interna-
tional markets created by the emergence of established U.S. technology trends
in overseas markets and the relative immaturity of the technology sectors in
those countries' securities markets.
Securities of large companies that are well established in the world technol-
ogy market can be expected to grow with the market and will frequently be held
in the Series' portfolio; however, rapidly changing technologies and the expan-
sion of technology and technology-related industries provide a favorable envi-
ronment for investment in companies of small- to medium-size. Consequently, the
Series' investments are not subject to any minimum capitalization requirement
and securities may be included in the Series' portfolio without regard to the
capitalization of the issuer.
GENERAL. In allocating investments among geographic regions and individual
countries, the Subadviser will consider such factors as the relative economic
growth potential of the various economies and securities markets; expected lev-
els of inflation;
8
<PAGE>
financial, social and political conditions influencing investment opportuni-
ties; and the outlook for currency relationships.
The Series may invest in all types of securities, many of which will be de-
nominated in currencies other than the U.S. dollar. The Series will normally
invest their assets in equity securities, including common stock, securities
convertible into common stock, depository receipts for these securities and
warrants. A Series may, however, invest up to 25% of its assets in preferred
stock and debt securities. Dividends or interest income are considered only
when the Subadviser believes that such income will favorably influence the mar-
ket value of a security in light of the Series' objective of capital apprecia-
tion. Equity securities in which the Series will invest may be listed on a U.S.
or foreign stock exchange or traded in U.S. or foreign over-the-counter mar-
kets.
Debt securities in which the Series may invest are not required to be rated
by a recognized rating agency. As a matter of policy, a Series 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 qual-
ity 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 cat-
egories (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 of risk. Securities rated within
the lowest of the four categories (i.e., Baa by Moody's and BBB by Standard &
Poor's) lack high quality investment characteristics and may also have specula-
tive characteristics. (Appendix A to the Statement of Additional Information
contains a description of these securities ratings.) Debt securities are inter-
est-rate sensitive; accordingly, their value tends to decrease when interest
rates rise and increase when interest rates fall.
The Series may invest in securities represented by European Depositary Re-
ceipts ("EDRs"), American Depositary Receipts ("ADRs") 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 typi-
cally issued by foreign banks or trust companies and traded in Europe. Deposi-
tary 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 require-
ments 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 Series' investment policies, an investment in Depositary Re-
ceipts will be deemed to be an investment in the underlying security.
By investing in foreign securities, the Series 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 lo-
cated 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 do-
mestic 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. International and global diversification reduces the effect that events
in any one country will have on a Series' entire investment portfolio. Of
9
<PAGE>
course, a decline in the value of a Series' investments in one country may off-
set potential gains from investments in another country.
FOREIGN INVESTMENT RISK FACTORS. Investments in securities of foreign is-
suers may involve risks that are not associated with domestic investments, and
there can be no assurance that a Series' 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 require-
ments, and there is generally less publicly available information about foreign
issuers than there is about U.S. issuers. Governmental regulation and supervi-
sion of foreign stock exchanges, brokers and listed companies may be less per-
vasive than is customary in the United States. Securities of some foreign is-
suers are less liquid, and their prices are more volatile, than securities of
comparable domestic issuers. Foreign securities settlements may in some in-
stances be subject to delays and related administrative uncertainties which
could result in temporary periods when assets of a Series are uninvested and no
return is earned thereon and may involve a risk of loss to the Series. Foreign
securities markets may have substantially less volume than U.S. markets and far
fewer traded issues. Fixed brokerage commissions on foreign securities ex-
changes are generally higher than in the United States and transaction costs
with respect to smaller capitalization companies may be higher than those of
larger capitalization companies. 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 expropriation or confiscatory taxation (in
which a Series could lose its entire investment in a certain market), limita-
tions on the removal of moneys or other assets of the Fund, political or social
instability or revolution, or diplomatic developments that could affect invest-
ments in those countries. In addition, it may be difficult to obtain and en-
force a judgment 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. By comparison with the United
States and other developed countries, emerging or developing countries may have
relatively unstable governments, economies based on a less diversified indus-
trial base and securities markets that trade a smaller number of securities.
Companies in emerging markets may generally be smaller, less experienced and
more recently organized than many domestic companies. Prices of securities
traded in the securities markets of emerging or developing countries tend to be
volatile. Furthermore, foreign investors are subject to many restrictions in
emerging or developing countries. These restrictions may require, among other
things, governmental approval prior to making investments or repatriating in-
come or capital, or may impose limits on the amount or type of securities held
by foreigners or on the companies in which the foreigners may invest.
The economies of individual emerging countries may differ favorably or unfa-
vorably from the U.S. economy in such respects as growth of gross domestic
product, rates of inflation, currency depreciation, capital reinvestment, re-
source self-sufficiency and balance of payment position and may be based on a
substantially less diversified industrial base. Further, the economies of de-
veloping 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.
FOREIGN CURRENCY RISK FACTORS. Investments in foreign securities will usually
be denominated in foreign currency, and each Series may temporarily hold funds
in foreign currencies. The value of a Series' investments denominated in for-
eign currencies may be affected, favorably or unfavorably, by the relative
strength of the U.S. dollar, changes in foreign currency
10
<PAGE>
and U.S. dollar exchange rates and exchange control regulations. A Series may
incur costs in connection with conversions between various currencies. A Se-
ries' net asset value per share will be affected by changes in currency ex-
change 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 Series. 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
flow and numerous other factors, including, in some countries, local govern-
mental intervention).
TECHNOLOGY INVESTMENT RISK FACTORS. The value of the Global Technology Fund
shares may be susceptible to factors affecting technology and technology-re-
lated industries and to greater risk and market fluctuation than an investment
in a fund that invests in a broader range of portfolio securities. As such,
the Global Technology Fund is not an appropriate investment for individuals
who require safety of principal or stable income from their investments. Tech-
nology and technology-related industries may be subject to greater governmen-
tal regulation than many other industries in certain countries; changes in
governmental policies and the need for regulatory approvals may have a mate-
rial adverse effect on these industries. Additionally, these companies may be
subject to risks of developing technologies, competitive pressures and other
factors and are dependent upon consumer and business acceptance as new tech-
nologies evolve. Securities of smaller, less experienced companies also may
involve greater risks, such as limited product lines, markets and financial or
managerial resources, and trading in such securities may be subject to more
abrupt price movements than trading in the securities of larger companies.
SMALLER COMPANY INVESTMENT RISK FACTORS. The Subadviser believes that
smaller companies generally have greater earnings and sales growth potential
than larger companies. However, investments in such companies may involve
greater risks, such as limited product lines, markets and financial or manage-
rial 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, each Series may enter into forward currency exchange contracts
(agreements to purchase or sell foreign currencies at a future date). A Series
will usually enter into these contracts to fix the U.S. dollar value of a se-
curity 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. A
Series may also use these contracts to hedge the U.S. dollar value of securi-
ties it already owns. A Series may be required to cover certain forward cur-
rency contract positions by establishing a segregated account with its custo-
dian that will contain only liquid assets, such as U.S. Government securities
or other liquid high-grade debt obligations.
Although a Series will seek to benefit by using forward contracts, antici-
pated currency movements may not be accurately predicted and the Series may
therefore incur a gain or loss on a forward contract. A forward contract may
help reduce the Series' 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 curren-
cies.
FUTURES CONTRACTS AND RELATED OPTIONS. Each Series may purchase and sell
U.S. stock index futures contracts and related options, as well as certain
foreign stock index futures contracts and related options that have been
approved by the staff of the Commodity Futures Trading Commission ("CFTC") for
investment by U.S. investors, as a hedge against changes in the value of the
Series' portfolio securities and, with respect to the International Fund, as a
hedge or stock index options. A Series may also purchase
11
<PAGE>
and sell foreign currency futures contracts and options on such futures and
forward currency contracts as a hedge against changes in foreign currency
exchange rates and may execute other hedging strategies relating to portfolio
securities. In addition, a Series may also invest in U.S. interest rate futures
contracts and related options and in certain foreign interest rate futures
contracts and related options that have been approved by the staff of the CFTC
for investment by U.S. investors to hedge against changes in interest rates in
relation to the interest rates on portfolio securities. Each Series will not
use futures contracts and related options transactions for non-hedging
purposes. A Series will limit its use of futures contracts and options thereon
for "non-bona fide hedging" purposes so that no more than 5% of a Series' net
assets would be committed to initial margin deposits and premiums relating to
such positions (excluding in-the-money amounts on options in-the-money when
purchased). There may be varying degrees of correlation between movements in
options and futures prices and movements in the price of the portfolio security
being hedged, which increases the possibility that losses on the hedge may be
greater than gains in the value of the portfolio security. See "Investment
Objectives, Policies and Risks" in the Statement of Additional Information.
OPTIONS TRANSACTIONS. Each Series may purchase call and put options on secu-
rities and on stock indices in an attempt to hedge its portfolio and to in-
crease its total return. Call options may be purchased when it is believed that
the market price of the underlying security or index will increase above the
exercise price. Put options may be purchased when the market price of the un-
derlying security or index is expected to decrease below the exercise price.
Each Series may also purchase call options to provide a hedge against an in-
crease in the price of a security sold short by a Series. When a Series pur-
chases a call option, it will pay a premium to the party writing the option and
a commission to the broker selling the option. If the option is exercised by a
Series, the amount of the premium and the commission paid may be greater than
the amount of the brokerage commission that would be charged if the security
were purchased directly.
In addition, each Series may write covered call options on securities or
stock indices. By writing options, a Series limits its profits to the amount of
the premium received. By writing a call option a Series assumes the risk that
it may be required to deliver the security at a market value higher than its
market value at the time the option was written plus the difference between the
original purchase price of the stock and the strike price. By writing a put op-
tion, a Series assumes the risk that it may be required to purchase the under-
lying security at a price in excess of its current market value. See "Invest-
ment Objectives, Policies and Risks" in the Statement of Additional Informa-
tion.
BORROWING. Each Series may from time to time borrow money from banks for tem-
porary, extraordinary or emergency purposes and may invest the funds in addi-
tional securities. Such borrowing will not exceed 5% of a Series' total assets
and will be made at prevailing interest rates.
LENDING PORTFOLIO SECURITIES. Each Series may lend its portfolio securities
to brokers, dealers and other institutional investors in an amount not to ex-
ceed 33 1/3% of the Series' 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. Each Series may enter into repurchase agreements with
commercial banks or broker/dealers under which the Series acquires a U.S. Gov-
ernment or a short-term money market instrument subject to resale at a mutually
agreed-upon price and time. The resale price reflects an
12
<PAGE>
agreed upon interest rate effective for the period the Series holds the instru-
ment that is unrelated to the interest rate on the instrument.
A Series' repurchase agreements will at all times be fully collateralized,
and the Series will make payment for such securities only upon physical deliv-
ery or evidence of book entry transfer to the account of its custodian. Repur-
chase agreements could involve certain risks in the event of bankruptcy or
other default of the seller, including possible delays and expenses in liqui-
dating the underlying security, decline in the value of the underlying security
and loss of interest.
ILLIQUID SECURITIES. Each Series 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, such as re-
purchase agreements of more than one week's duration. A Series may purchase re-
stricted securities that may be offered and sold only to "qualified institu-
tional buyers" under Rule 144A of the 1933 Act, and the Fund's Board of Direc-
tors may determine, when appropriate, that specific Rule 144A securities are
liquid and not subject to the 15% limitation on illiquid securities. Should the
Board of Directors make this determination, it will carefully monitor the secu-
rity (focusing on such factors, among others, as trading activity and avail-
ability 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 Rule 144A securities will further evolve. This investment practice could
have the effect of increasing the level of illiquidity in a Series to the ex-
tent that qualified institutional buyers become for a time uninterested in pur-
chasing Rule 144A securities.
SHORT SALES. Each Series may sell securities short "against-the-box." A short
sale "against-the-box" is a short sale in which a Series 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, a Series 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. Invest-
ments 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 sub-
ject to regulatory supervision by the U.S. Government or state governments. A
Series' investments in commercial paper of U.S. issuers will be limited to (a)
obligations rated Prime-1 by Moody's or A-1 by Standard & Poor's or (b) unrated
obligations issued by companies having an outstanding unsecured debt issue cur-
rently rated A or better by Standard & Poor's. A description of various commer-
cial paper ratings and debt securities ratings appears in Appendix A to the
Statement of Additional Information. A Series' 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 Fund may change such policies without the
vote of a majority of outstanding voting securities of a Series. A more de-
tailed description of each Series' investment policies, including a list of
those restrictions on each Series' investment activities which cannot be
changed without such a vote, appears in the Statement of Additional Informa-
tion. Under the 1940 Act, a "vote of a majority of the outstanding voting secu-
rities" of a Series means the affirmative vote of the lesser of (1) more than
50% of the outstanding shares of the Series, or (2) 67% or more of the shares
of the Series present at a shareholders' meeting, if
13
<PAGE>
more than 50% of the outstanding shares of the Series are represented at the
meeting in person or by proxy.
MANAGEMENT SERVICES
THE MANAGER. The Board of Directors provides broad supervision over the af-
fairs of the Fund. Pursuant to a Management Agreement between J. & W. Seligman
& Co. Incorporated and Seligman Henderson Global Fund Series, Inc., on behalf
of each 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 Fund, comprise 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 Port-
folios, 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 are approximately $6.6 billion. The Manager also provides investment man-
agement or advice to individual and institutional accounts having an aggregate
value of more than $3 billion.
Mr. William C. Morris is Chairman and President of the Manager and Chairman
of the Board and Chief Executive Officer of the Fund. Mr. Morris owns a ma-
jority of the outstanding voting securities of the Manager.
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 Manager is entitled to receive a management fee, calculated daily and
payable monthly, equal to an annual rate of 1.00% of the average daily net as-
sets of the Series, of which .90% is paid to the Subadviser for services de-
scribed below. The management fee is higher than that of many domestic invest-
ment companies but is comparable to that of most international and global eq-
uity funds. During the fiscal year ended October 31, 1994, the Manager and
Subadviser, at their discretion, waived a portion of their fees from the Inter-
national Fund and Global Technology Fund. Each Series 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.
The management fee paid by each Series and the total expenses for each Se-
ries' Class A and Class D shares, expressed as a percentage of average daily
net assets of that Series or Class, are presented in the following table for
the fiscal year ended October 31, 1994.
<TABLE>
<CAPTION>
MANAGEMENT
FEE RATE
FOR THE
FISCAL EXPENSE
YEAR RATIOS FOR
ENDED THE FISCAL YEAR
SERIES 10/31/94 ENDED 10/31/94
------ ---------- ----------------
CLASS A CLASS D
------- -------
<S> <C> <C> <C>
International Fund 1.00% 1.63% 2.50%
Global Smaller Companies Fund 1.00% 1.92% 2.70%
Global Technology Fund 1.00% 2.00%+ 2.75%+
</TABLE>
- -------
+ Annualized.
THE SUBADVISER. Seligman Henderson Co. serves as Subadviser to the Fund pur-
suant to a Subadvisory Agreement between the Manager and
14
<PAGE>
the Subadviser (the "Subadvisory Agreement"). The Subadvisory Agreement pro-
vides that the Subadviser will supervise and direct the Fund's global invest-
ments in accordance with the Fund's investment objective, policies and restric-
tions. Seligman Henderson Co. was founded in 1991 as a joint venture between
the Manager and Henderson International, Ltd. Seligman Henderson Co. was cre-
ated to provide international and global investment management services to in-
stitutional and individual investors and investment companies in the United
States. Seligman Henderson Co. also serves as Subadviser to Seligman Common
Stock Fund, Seligman Growth Fund, Seligman Income Fund, the Global and Global
Smaller Companies Portfolios of Seligman Portfolios and Tri-Continental Corpo-
ration. The address of the Subadviser is 100 Park Avenue, New York, NY 10017.
PORTFOLIO MANAGERS. The Subadviser's International Policy Group provides in-
ternational investment policy, including country weightings, asset allocations
and industry sector guidelines, as appropriate for each Series.
Mr. Iain C. Clark is responsible for the day-to-day investment activities of
the International Fund and the Global Smaller Companies Fund including the se-
lection of individual securities for purchase or sale. Mr. Clark is a Managing
Director and Chief Investment Officer of the Subadviser. He is also a Director
of Henderson Administration Group plc. He was previously a Director of Hender-
son International Ltd; and Secretary, Treasurer and Vice President of Henderson
International, Inc.
The Manager's discussion of the International Fund and the Global Smaller
Companies Fund's performance as well as line graphs illustrating comparative
performance information between the International Fund and the Morgan Stanley
Capital International Europe-Australia-Far East Index, and between the Global
Smaller Companies Fund and the Lipper Global Small Company Fund Average and the
Morgan Stanley Capital International World Index are included in such Series'
Fiscal 1994 Annual Reports to shareholders.
Mr. Paul H. Wick and Mr. Brian Ashford-Russell have responsibility for di-
recting and overseeing the domestic and international investments, respective-
ly, of the Global Technology Fund including the selection of individual securi-
ties for purchase or sale.
Mr. Wick, a Managing Director of the Manager since January 1995, joined the
Manager in 1987 as an Associate, Investment Research, and from April 1989 to
December 1989 was co-manager of Seligman High-Yield Bond Series. He has been
Vice President and Portfolio Manager of Seligman Communications and Information
Fund since January 1990 and December 1989, respectively, and of the Seligman
Frontier Fund since November 1991 and August 1991, respectively.
Mr. Ashford-Russell has been a Portfolio Manager with Henderson Administra-
tion Group plc since February 1993. He was previously a Portfolio Manager with
Touche Remnant & Co.
The Manager's discussion of the Global Technology Fund's performance as well
as a line graph illustrating comparative performance information between the
Global Technology Fund, the Lipper Global Fund Average and the Morgan Stanley
Capital International World Index are included in the Global Technology Fund's
Fiscal 1994 Annual Report to shareholders.
PORTFOLIO TRANSACTIONS. The Management Agreement and Subadvisory Agreement
recognize that in the purchase and sale of portfolio securities, the Manager
and the Subadviser will seek the most favorable price and execution and, con-
sistent 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 higher brokerage charges than
the use of brokers selected on the basis of the most favorable brokerage
15
<PAGE>
commission rates, and research and analysis received may be useful to the Man-
ager 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 appli-
cable laws, may consider sales of shares of the other mutual funds in the Se-
ligman 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 any Series is known as
"portfolio turnover", which may result in the payment by such Series of dealer
spreads or underwriting commissions and other transactions costs on the sale of
securities as well as on the reinvestment of the proceeds in other securities.
Although it is the policy of each Series to hold securities for investment,
changes will be made from time to time when the Subadviser believes such
changes will strengthen a Series' portfolio. The portfolio turnover of any Se-
ries 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.
Each Series issues two classes of shares: Class A shares are sold to invest-
ors choosing the initial sales load alternative; and Class D shares are sold to
investors choosing no initial sales load, a higher distribution fee and a CDSL
on redemptions within one year of purchase. See "Alternative Distribution Sys-
tem" above.
Shares of the Series may be purchased through any authorized investment deal-
er. 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 A SERIES IS $1,000; SUBSEQUENT
INVESTMENTS MUST BE IN THE MINIMUM AMOUNT OF $50 FOR EACH SERIES (EXCEPT FOR
INVESTMENT OF DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS). THE FUND RESERVES THE
RIGHT TO RETURN INVESTMENTS THAT DO NOT SATISFY THESE MINIMUMS.
Orders received by an authorized dealer before the close of business on the
New York Stock Exchange ("NYSE") (4:00 p.m. New York City time) and accepted by
SFSI before the close of business (5:00 p.m. New York City time) on the same
day will be executed at the Series' 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 accepted by dealers after the close of the NYSE, or received
by SFSI after the close of business, will be executed at the Series' 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 pay-
ments, dealer orders must first be placed through SFSI's order desk and as-
signed a purchase confirmation number. Funds in payment of the purchase may
then be wired to Mellon Bank, N.A., ABA #043000261, A/C (Name of Series) (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
16
<PAGE>
wish to wire payment should contact Seligman Data Corp. for specific wire in-
structions. Although the Fund makes no charge for this service, the transmit-
ting 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 the designated Series at
P.O. BOX 3936, NEW YORK, NY 10008-3936. 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. Orders sent directly to Se-
ligman Data Corp. will be executed at such Series' net asset value next deter-
mined after the order is accepted plus, in the case of Class A shares, the ap-
plicable sales load.
Seligman Data Corp. will charge a $10.00 service fee for checks returned to
it marked "unpaid." This charge may be deducted from the account that requested
the purchase. For the protection of the Fund and its shareholders, no redemp-
tion proceeds will be remitted to a shareholder with respect to shares pur-
chased 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 the shares to
the shareholder's account.
VALUATION. The net asset value of the shares of a Series is determined each
day, Monday through Friday, as of the close of regular trading on the NYSE
(usually 4:00 p.m. New York City time) on each day that the NYSE is open. Net
asset value is calculated separately for each class of shares of a Series.
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 matur-
ing 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 re-
maining 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 the Class A and Class D shares of each Series
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 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 of each Series 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 Serv-
ices and Distribution Plan" below.
CLASS A SHARES--SALES LOAD SCHEDULE
<TABLE>
<CAPTION>
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
------------------ -------- ---------- ---------
<S> <C> <C> <C>
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
</TABLE>
-------
* 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
17
<PAGE>
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 fidu-
ciary for a fiduciary account may not be aggregated with purchases made on be-
half of any other fiduciary or individual account.
. 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 other mutual
funds in the Seligman Group that are sold with a sales load, reaches levels in-
dicated in the above sales load schedule.
. THE RIGHT OF ACCUMULATION allows an investor to combine the amount being in-
vested in Class A shares of the other mutual funds in the Seligman Group sold
with a sales load with the total net asset value of shares of those funds al-
ready 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 mutual fund in the Seligman Group 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 be-
half of an investor must indicate that the investor has existing accounts when
making investments or opening new accounts.
. 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 the investor
intends to purchase plus the total net asset value of shares of the other mu-
tual funds in the Seligman Group 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 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 that the in-
vestor has existing accounts when making investments or opening new accounts.
For more information concerning terms of Letters of Intent, see "Terms and Con-
ditions" on page 31.
SPECIAL PROGRAMS. Each Series 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 per-
sonal holding companies; to any registered unit investment trust which is the
issuer of periodic payment plan certificates, the net proceeds of which are in-
vested in Fund shares; 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; to
shareholders of mutual funds with objectives and policies similar to a Series
who purchase shares of that Series with redemption proceeds of such funds; to
financial institution trust departments; to registered investment advisers ex-
ercising 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 spon-
sored 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" of employers who have at least 2,000 employees to whom such plan is made
available and, regardless of the number of employees, if such plan is estab-
lished
18
<PAGE>
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
ACCOUNT APPLICATION
To open a Seligman IRA,
SEP or Pension/ Profit
Sharing plan, a separate
adoption agreement is
required. Please
call Pension Plan Services
for more information at:
(800) 445-1777 Continental U.S.
PLEASE CHECK ONE:
[_] SELIGMAN HENDERSON INTERNATIONAL FUND
[_] SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
[_] SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
PLEASE CHECK ONE:
[_] CLASS A SHARES [_] CLASS D SHARES
Mail to: Seligman Data Corp., 100 Park Avenue, New York, NY 10017--(800) 221-
2450 All Continental United States
1.ACCOUNT REGISTRATION
TYPE OF ACCOUNT:
[_] INDIVIDUALS Use Line 1
[_] MULTIPLE OWNERS Use Lines 1, 2 & 3
[_] TRANSFER TO MINOR Use Line 4
[_] OTHER (Corporations, Trusts, Organizations, 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 or 5 of
this Account Registration will be used for IRS reporting.
NAME (Minors cannot be legal owners)
PLEASE PRINT OR TYPE
1. ___________________________________________________ ___________ _______
First Middle Last Social Birthdate
Security
Number
2. ___________________________________________________ ___________ _______
First Middle Last Social Birthdate
Security
Number
3. ___________________________________________________ ___________ _______
First Middle Last Social Birthdate
Security
Number
4. ____________________, as custodian for __________________ under the _____
Custodian (one only) Minor (one only) State
Uniform Transfers to Minors Act ______________ until age ___________ _______
Minor's Social (Not more Minor's
Security Number than 21) Birthdate
5. ___________________________________________________ _____________________
Name of Corporation or Other Entity. If a Trust, Taxpayer ID Number
also complete Trust Section below.
ADDRESS TELEPHONE
_______________________________________________________ (____) ______________
Street Address or P.O. Box Daytime
_______________________________ U.S. CITIZEN? [_] Yes [_] No ---------------
City State Zip If no,
indicate
country
-----------------------------------------------------------------------------
INITIAL
INVESTMENT
($1,000
MINIMUM)
Enclosed is my check payable to (check one):
[_] Seligman Henderson International Fund
[_] Seligman Henderson Global Smaller Companies Fund
[_] Seligman Henderson Global Technology Fund
[_] Class A shares for $___
[_] Class D shares for $___
----------------------------------------------------------------
NO REDEMPTION OF SHARES PURCHASED BY CHECK (UNLESS CERTIFIED)
WILL BE PERMITTED UNTIL THE FUND HAS RECEIVED NOTICE THAT THE
CHECK HAS CLEARED, WHICH MAY BE UP TO 15 DAYS FROM THE CREDIT
OF SUCH SHARES TO THE SHAREHOLDER'S ACCOUNT.
-----------------------------------------------------------------------------
2.TRUST ACCOUNTS
TYPE OF
ACCOUNT: [_] Trust [_] Guardianship [_] Conservatorship [_] Estate [_] Other
Trustee/Fiduciary Name _________________ Trustee Name _______________________
Trust Name _______________________ , for the benefit of (FBO) _______________
Trust Date ____________________
3.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 noti-
fied that I am subject to backup withholding as a result of a failure to re-
port all interest or dividends, or the Internal Revenue Service has notified
me that I am no longer subject to backup withholding. I certify as to my le-
gal capacity to purchase or redeem shares of the Fund for my own Account, or
for the Account of the organization named below. I have received a current
Prospectus of the Fund 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
18a
<PAGE>
4.BROKER/DEALER OR FINANCIAL ADVISOR DESIGNATION
-----------------------------------------------------------------------------
Firm Name
( )
-----------------------------------------------------------------------------
Branch Address Area Code Telephone Number
-----------------------------------------------------------------------------
Representative Name Representative Number
5.ACCOUNT OPTIONS AND SERVICES
- -------------------------------------------------------------------------------
I elect to receive:
[_] 1. Dividends in shares, gain distributions in
DIVIDENDS shares.
AND GAIN [_] 2. Dividends in cash, gain distributions in
DISTRIBUTIONS shares.
PLEASE
CHECK ONE [_] 3. Dividends in cash, gain distributions in
cash.
NOTE: IF NO ELECTION IS MADE, OPTION NO. 1 AUTOMATI-
CALLY WILL BE PUT INTO EFFECT.
All dividend and/or gain distributions taken in shares will be
invested at net asset value.
- -------------------------------------------------------------------------------
[_] Please arrange with my bank to draw pre-authorized checks
INVEST-A- and invest $_______________________________ in my Account every:
CHECK(R) [_] Month [_] 3 Months
($50
MINIMUM) I understand that my checks will be invested on the fifth day
of the month for the period designated. I have completed the
attached "Bank Authorization to Honor Pre-Authorized Checks" on
the following page.
- -------------------------------------------------------------------------------
[_] Please send a check for $____ beginning on the __ day of ____
19__, and thereafter on the day specified of every:
AUTOMATIC
CASH
WITHDRAWAL [_] Month [_] 3rd Month [_] 6th Month [_] 12th Month
(CLASS A OR
CLASS D,
ONLY AFTER
CLASS D
SHARES ARE
HELD FOR
ONE YEAR)
Make payments to:
Name ______________________________________________
Address ___________________________________________
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.
- -------------------------------------------------------------------------------
I intend to purchase, although I am not obligated to do so,
LETTER OF shares of the Fund within a 13-month period which, together
INTENT with the total asset value of shares owned, will aggregate at
(CLASS A least:
ONLY)
[_] $50,000 [_] $100,000 [_] $250,000 [_] $500,000 [_] $1,000,000
[_] $4,000,000
I AGREE TO THE ESCROW PROVISION LISTED UNDER "TERMS AND CONDI-
TIONS" ON PAGE 31.
- -------------------------------------------------------------------------------
Accounts eligible for the Right of Accumulation or to be used
toward completion of a Letter of Intent.
Please check applicable box:
RIGHT OF [_] I am a trustee for the following accounts, which are held by
ACCUMULATION the same trust, estate, or under the terms of a pension,
(CLASS A profit sharing or other employee benefit trust qualified un-
ONLY) der section 401 of the Internal Revenue Code.
[_] In calculating my holdings for Right of Accumulation or Let-
ter of Intent purposes, I am including the following addi-
tional 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 Number ____________
Name ____________ Fund ____________ Account Number ____________
Name ____________ Fund ____________ Account Number ____________
- -------------------------------------------------------------------------------
If you wish to have your dividend payments made to another
party or Seligman Fund within the same class, please complete
the following:
DIVIDEND
DIRECTION
OPTION
I hereby authorize and request that my dividend payments be
made to:
Name ___________________________
Address ________________________
Seligman Fund ___________
City ___________________________ Account Number _______________
State, Zip _____________________
- -------------------------------------------------------------------------------
18b
<PAGE>
INVEST-A-CHECK(R) SERVICE
(PLEASE INDICATE BELOW)
[_]Seligman Henderson International Fund PLEASE CHECK ONE:
[_]Seligman Henderson Global Smaller Companies Fund [_] Class A shares
[_]Seligman Henderson Global Technology Fund [_] Class D shares
Mail to: Seligman Data Corp., 100 Park Avenue, New York, NY 10017
To start your Invest-A-Check(R) Service, fill out Section A and 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.)
A.INVEST-A-CHECK(R)
[_]Please arrange with my bank to draw pre-authorized checks and invest ($50
minimum) $ ______________________________________________ in my Account every:
[_] Month[_] 3 Months
I understand that my checks will be invested on the fifth day of the month
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 condi-
tions applicable to the Invest-A-Check(R) Service as set forth in the Pro-
spectus and the Account Application included in the Prospectus.
------------------------------------
Signature(s) of Investor(s)
------------------------------------
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, NY 10017, to the order of Series designated
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 termi-
nate 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
----------------------------------
----------------------------------
Signature(s) of Depositor(s) --
As Carried by Bank
----------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
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 Series
designated. Checks presented to you will be magnetic-ink coded and will oth-
erwise conform to specifications of the American Bankers Association.
A letter of indemnification addressed to you and signed by Seligman Finan-
cial Services, Inc., general distributor of the Fund, 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 shares of the mutual funds
in the Seligman Group, 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, pur-
porting to be executed by Seligman Data Corp. and received by you in the reg-
ular 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 termina-
tion 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
Stephen J. Hodgdon
President
3/95
18c
<PAGE>
TELEPHONE SERVICE ELECTION
By completing this section, I understand that I may place the following re-
quests by telephone:
. Redemptions up to $50,000 . Exchanges
. Address Changes . Dividend and/or Capital Gain Distribution
Option Changes
AUTHORIZATION
I understand that the telephone services are optional and that by signing
this Form I authorize the Fund, all other Seligman Funds with the same ac-
count number and registration which I currently own or 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 ad-
dress 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 ac-
count 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 the 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.
Please sign your name(s) as it appears on the first page of this Account Ap-
plication.
X X
------------------------------------ ------------------------------------
Date Date
3/95
18d
<PAGE>
and maintained by any dealer that has a sales agreement with SFSI. "Eligible
employee benefit plans" means any plan or arrangement, whether or not tax qual-
ified, 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 fund-
ing or other system acceptable to Seligman Data Corp.
CLASS D SHARES. Class D shares of each Series 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 pur-
chased during the preceding twelve months; however, no such charge will be im-
posed 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 pursu-
ant 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, which-
ever 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:
<TABLE>
<S> <C>
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 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
=========
</TABLE>
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 re-
demption 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 de-
fined in section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the
"Code"); (b) in connection with (i) distributions from retirement plans quali-
fied 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) dis-
tributions from a custodial account under Code section 403(b)(7) or an individ-
ual retirement account ("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 Direc-
tors 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
19
<PAGE>
registered investment management company; (e) pursuant to an automatic cash
withdrawal service; (f) in connection with the redemption of Class D shares of
a Series 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 mini-
mum 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 in-
centive 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 in-
stances, 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
A shareholder whose account has either an individual or joint tenancy regis-
tration may elect to effect the following transactions via telephone by com-
pleting the Telephone Service Election portion of the Account Application or a
separate Telephone Service Election Form: (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 effect only exchanges or address changes via tele-
phone. By completing the appropriate section of the Account Application or sep-
arate Election Form, all Seligman Mutual Funds with the same account number
(i.e., registered in exactly the same names), 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 electing
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 experi-
ence difficulty in contacting Seligman Data Corp. to request a redemption or
exchange of Fund shares. In these circumstances, the shareholder should con-
sider using other redemption or exchange procedures. Use of these other redemp-
tion or exchange procedures will result in your redemption request being proc-
essed at a later time than if telephone transactions had been used, and a Se-
ries' 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
20
<PAGE>
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 com-
municated 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
are, of course, under no obligation to apply for telephone transaction servic-
es. 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 proce-
dures described above, the Fund or Seligman Data Corp. 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 acknowl-
edgment 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 (ex-
cept 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 re-
quest 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 accompa-
nied by an endorsed stock power signed by all shareowners exactly as their
name(s) appear(s) on the account registration. The shareholder's letter of in-
struction or endorsed stock power should specify the name of the Series, ac-
count 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 (regardless of the amount), the sig-
nature(s) of the shareholder(s) must be guaranteed by an eligible financial in-
stitution 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 Ex-
change 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 SE-
LIGMAN DATA CORP. IN THE EVENT OF A REDEMPTION BY CORPORATIONS, EXECUTORS, AD-
MINISTRATORS, TRUSTEES, CUSTODIANS OR RETIREMENT PLANS. FOR FURTHER INFORMATION
WITH RESPECT TO REDEMPTION REQUIREMENTS, PLEASE CONTACT THE SHAREHOLDER SERV-
ICES 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 pur-
chase, a shareholder will receive the net asset value per share next determined
after receipt of a request 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
21
<PAGE>
makes no charge for this transaction, but the 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 de-
termined 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 deter-
mined 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 in an amount of up to $50,000 per day, per account. One telephone redemp-
tion request per day is permitted. Telephone redemption requests must be re-
ceived 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 retire-
ment 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, including the procedure for
electing such service 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 accept-
ance 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 may be more or less than the shareholder's cost.
The Fund reserves the right to redeem shares owned by a shareholder whose in-
vestment in a Series has a value of less than a minimum specified by the Fund's
Board of Directors, which is presently $500. Shareholders are sent a notice be-
fore such redemption is processed stating that the value of their investment in
a Series 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 de-
cides not to redeem them, or to shift the investment to another Series of the
Fund or to one of the other mutual funds in the Seligman Group, 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 Series, or, if the shares redeemed
have been held for seven calendar days or longer, in shares of any of the Se-
ries of the Fund or to one of the other mutual funds in the Seligman Group. 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
Series, the other Series of the Fund or of any of the other mutual funds in the
Seligman Group 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 is a rein-
stated 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
22
<PAGE>
capital gain realized on a sale of a Series' shares, but to the extent that any
shares are sold at a loss and the proceeds are reinvested in shares of the same
Series, some or all of the loss will not be allowed as a deduction, depending
upon the percentage of the proceeds reinvested.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLANS
Under each Series' Administration, Shareholder Services and Distribution Plan
(the "Plans"), each Series may pay to SFSI an administration, shareholder serv-
ices and distribution fee in respect of each Series' Class A and Class D
shares. Payments under the Plans may include, but are not limited to: (i) com-
pensation to securities dealers and other organizations ("Service Organiza-
tions") for providing distribution assistance with respect to assets invested
in a Series, (ii) compensation to Service Organizations for providing adminis-
tration, accounting and other shareholder services with respect to Series'
shareholders, and (iii) otherwise promoting the sale of shares of each Series,
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 Series. 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 each Se-
ries.
Under the Plans, each Series 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 a Series' 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, pay-
able quarterly, of the average daily net assets of a Series' Class A shares at-
tributable to the particular Service Organization for providing personal serv-
ices and/or the maintenance of shareholder accounts. The fee payable from time
to time is, within such limit, determined by the Directors of the Fund.
Under the Plans, each Series 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 a Series' 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 a Se-
ries' Class D shares attributable to particular Service Organizations for pro-
viding 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 a Series'
Class D shares in one fiscal year may be paid from a Series' Class D Plan fees
received in any other fiscal year.
The Plan as it relates to the Class A and Class D shares of the International
Fund was first approved by the Fund's Board of Directors on July 15, 1993 and
by the shareholders of the International Fund on September 21, 1993. The Plan
as it relates to the Class A and Class D shares of the Global Smaller Companies
Fund was first approved by the Fund's Board of Directors on July 16, 1992 and
by the shareholders of the Global Smaller Companies Fund on May 20, 1993. The
Plan as it relates to the Class A and Class D shares of the Global Technology
Fund was first approved by the Directors on March 17, 1994 and by the sole
shareholder of the Global Technology Fund on May 20, 1994. The Plans are re-
viewed by the Directors annually. The total amounts paid for the fiscal year
ended October 31, 1994 in respect of each Series' Class A
23
<PAGE>
and Class D shares' average daily net assets pursuant to the Plans were as
follows:
<TABLE>
<CAPTION>
% OF
AVERAGE
NET ASSETS
---------------
SERIES CLASS A CLASS D
------ ------- -------
<S> <C> <C>
International Fund.............................................. .06% 1.00%
Global Smaller Companies Fund................................... .21% 1.00%
Global Technology Fund.......................................... .19%+ 1.00%+
</TABLE>
- -------
+ Annualized.
EXCHANGE PRIVILEGE
A shareholder for seven days or more, may, without charge, exchange at net
asset value any or all of an investment in a Series for shares of another Se-
ries or for shares of any of the other mutual funds in the Seligman Group. Ex-
changes may be made by mail, or by telephone if telephone services are elected
by the shareholder.
Class A and Class D shares may be exchanged only for Class A and Class D
shares, respectively, of another Series or 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 dispo-
sition of the exchanged Class D shares, the one year holding period shall be
reduced by the holding period of the original Class D shares.
Aside from the Series described in this Prospectus, the mutual funds in the
Seligman Group available under the Exchange Privilege are:
. SELIGMAN CAPITAL FUND, INC: seeks aggressive capital appreciation. Current
income is not an objective.
. SELIGMAN CASH MANAGEMENT FUND, INC: invests in high-quality money market in-
struments. Shares are sold at net asset value.
. 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.
. SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC: invests in shares of com-
panies in the communications, information and related industries to produce
capital gain. Income is not an objective.
. SELIGMAN FRONTIER FUND, INC: seeks to produce growth in capital value, in-
come may be considered but will only be incidental to the fund's investment
objective.
. SELIGMAN GROWTH FUND, INC: seeks longer-term growth in capital value and an
increase in future income.
. 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.
. SELIGMAN INCOME FUND, INC: seeks high current income and the possibility of
improvement of future income and capital value.
. SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC: invests in investment grade New
Jersey tax-exempt securities.
. SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES: invests in investment grade
Pennsylvania tax-exempt securities.
. SELIGMAN TAX-EXEMPT FUND SERIES, INC: consists of several State Series and a
National Series. The National Tax-Exempt Series seeks to provide maximum in-
come 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.
. SELIGMAN TAX-EXEMPT SERIES TRUST: includes California Tax-Exempt Quality Se-
ries, California Tax-Exempt High-Yield Series, Florida Tax-Exempt Series
24
<PAGE>
and North Carolina Tax-Exempt Series, each of which invests in tax-exempt secu-
rities 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 ex-
changed must have a value of at least the minimum initial investment required
by the mutual fund into which the exchange is being made. The method of receiv-
ing distributions, unless otherwise indicated, will be carried over to the new
Fund account. 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 mutual funds
in the Seligman Group 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 mutual funds in the
Seligman Group.
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 mutual funds in the Seligman Group 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 dealer of record listed on the account. SFSI reserves the right to
reject a telephone exchange request. The Fund reserves the right to reject any
telephone requests for transactions with a share value exceeding $250,000. Any
rejected telephone exchange order may be processed by mail. For more informa-
tion about telephone exchanges, including the procedure for electing such serv-
ice 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 a Series' performance, the Fund, on behalf of a Series, may refuse any ex-
change (1) from any shareholder account from which there have been two ex-
changes 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 Series' net assets. The
Fund may also refuse any exchange or purchase order from any shareholder ac-
count if the shareholder or the shareholder's broker/dealer has been advised
that previous patterns of purchases and redemptions or exchanges have been con-
sidered excessive. Accounts under common ownership or control, including those
with the same
25
<PAGE>
taxpayer ID number and those administered so as to redeem or purchase shares
based upon certain predetermined market indicators, will be considered one ac-
count for this purpose. Additionally, the Fund reserves the right to refuse any
order for the purchase of shares.
DIVIDENDS AND DISTRIBUTIONS
Dividends payable from each Series' net investment income are distributed at
least annually. Payments vary in amount depending on income received from port-
folio securities and the cost of operations. Each Series distributes substan-
tially all of any taxable net long-term and short-term gain realized on invest-
ments to shareholders at least annually. Dividends and distributions will gen-
erally 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 rein-
vested in additional shares. Unless another election is made, dividends and
capital gain distributions will be credited to shareholder accounts in addi-
tional shares. 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 elected 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 rec-
ord on the account. For information about electing telephone services, see
"Telephone Transactions." These elections must be received by Seligman Data
Corp. at least five business days before the payable date, otherwise payment
will be made in accordance with the current option on the shareholder's ac-
count.
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
of the two classes may also differ as a result of 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 a mutual fund for shares of another Series
or of another mutual fund in the Seligman Group will continue to receive divi-
dends 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
Each Series intends to continue to qualify as a regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code"). For each year
so qualified, each Series 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 re-
ceived in cash or reinvested in additional shares, and, to the extent desig-
nated as derived from a Series' dividend income that would be eligible for the
dividends received deduction if the Series were not a regulated investment com-
pany, they are eligible, subject to cer-
26
<PAGE>
tain 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 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 eli-
gible for the dividends received deduction allowed to corporate shareholders.
Any gain or loss realized upon a sale or redemption of shares of a Series 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. 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 a Series if, within a pe-
riod 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 rein-
vestment) securities that are substantially identical to the shares of the Se-
ries.
In determining gain or loss on shares of a Series 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 share-
holder's tax basis in the shares acquired pursuant to the Exchange or Rein-
statement Privilege.
A Series 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 share-
holders in the calendar year in which it was earned. Furthermore, dividends de-
clared in October, November or December payable to 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 Series 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 a Series' investment income may be subject to foreign income
taxes withheld at source. Each Series intends to operate so as to meet the re-
quirements 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 a Series will be able to do so. See "Taxes"
in the Statement of Additional Information.
UNLESS A SHAREHOLDER INCLUDES A CERTIFIED TAXPAYER IDENTIFICATION NUMBER (SO-
CIAL 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 INTER-
NAL 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 UN-
DISTRIBUTED DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. THE FUND ALSO RESERVES
THE RIGHT TO CLOSE ANY ACCOUNT WHICH DOES NOT HAVE A CERTIFIED TAXPAYER IDENTI-
FICATION NUMBER.
27
<PAGE>
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 and its Series may be requested by writing the Cor-
porate Communications/Investor Relations Department, J. & W. Seligman & Co. In-
corporated, 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 share-
holder accounts 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. Seligman Data Corp. may be telephoned Mon-
day through Friday (except holidays), between the hours of 8:30 a.m. and 5:30
p.m. Eastern time, and calls will be answered by shareholder service represent-
atives.
24 HOUR TELEPHONE ACCESS IS AVAILABLE BY DIALING (800) 622-4597 ON A
TOUCHTONE PHONE, WHICH PROVIDES INSTANT ACCESS TO PRICE, YIELD, ACCOUNT BAL-
ANCE, MOST RECENT TRANSACTION AND OTHER INFORMATION. IN ADDITION, ACCOUNT
STATEMENTS AND FORM 1099-DIV CAN BE ORDERED. TO INSURE PROMPT DELIVERY OF DIS-
TRIBUTION 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 ELECTED
TELEPHONE SERVICES. FOR MORE INFORMATION ABOUT TELEPHONE SERVICES, SEE "TELE-
PHONE TRANSACTIONS" ABOVE.
ACCOUNT SERVICES. Shareholders are sent confirmation of financial transac-
tions.
Other investor services are available. These include:
. INVEST-A-CHECK (R) enables a shareholder to authorize checks to be drawn on
a checking account at regular intervals for fixed amounts of $50 or more to
purchase shares (See "Terms and Conditions" on page 31).
. AUTOMATIC DOLLAR-COST-AVERAGING SERVICE. The Automatic Dollar-Cost-Averag-
ing Service permits a shareholder of Class A shares of Seligman Cash Management
Fund to exchange a specified amount, of at least $100, into Class A shares of a
Series at regular monthly or quarterly intervals. The shares of Seligman Cash
Management Fund and the Fund must be registered in the same name. If the share-
holder is opening a new fund account through this service, a minimum exchange
of $1,000 is required.
. 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 a Series. (Dividend checks must meet or exceed the required minimum
purchase amount and include the shareholder's name, the name of the Series and
the class of shares in which the investment is to be made and the shareholder's
Series account number.)
. AUTOMATIC CD TRANSFER SERVICE permits a shareholder to instruct a bank to in-
vest 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 documen-
tation. 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 ma-
turity.
. PAYMENTS AT REGULAR INTERVALS can be made to a shareholder who owns or pur-
chases Class A shares worth $5,000 or more held as book credits under the Auto-
matic 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 31).
. DIRECTED DIVIDENDS allows a shareholder to pay dividends to another person or
to direct the payment
28
<PAGE>
of such dividends to another mutual fund in the Seligman Group 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 mutual fund in the Seligman Group.
. OVERNIGHT DELIVERY to service shareholder requests is available for a $15.00
fee which may be debited from a shareholder's account, if requested.
. 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.
. TAX-DEFERRED RETIREMENT PLANS. Shares of each Series 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 cer-
tain non-profit organizations who wish to make deferred compensation ar-
rangements; 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 appli-
cation 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 from all continental United States or through an authorized dealer.
ADVERTISING A SERIES' PERFORMANCE
From time to time, a Series advertises 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 a Series 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 sales load, if any, when the investment was
made and that all distributions and dividends paid by the Series were rein-
vested 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 of the Series), i.e., the average annual com-
pound rate of return. Total return and average annual total return may also be
presented without the effect of an initial sales load or CDSL, as applicable.
Total return and average annual total return for Class A shares of the Interna-
tional Fund quoted from time to time are not adjusted for the period prior to
September 21, 1993 for the annual administration, shareholder services and dis-
tribution fee. Such fee, if reflected, would reduce the performance quoted. The
waiver by the Manager and Subadviser of their fees and reimbursement of certain
expenses during certain periods (as set forth under "Financial Highlights"
herein) would positively affect the performance results quoted.
From time to time, reference may be made in advertising or promotional mate-
rial 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 a Series' Class A and Class D shares, the Lipper analysis assumes investment
of all dividends and distributions paid but does not take into account applica-
ble sales loads. A Series may also refer in advertisements or in other promo-
tional material to articles, comments, listings and columns in the financial
press pertaining to the Series' performance. Examples of such financial and
other press publications include Barron's, Busi-
29
<PAGE>
ness 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,
Smart Money, 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 International Fund, the Global Smaller Companies Fund and the Global
Technology Fund are each separate series of Seligman Henderson Global Fund Se-
ries, Inc., an open-end investment company incorporated under the laws of the
state of Maryland on November 22, 1991. The name of the Fund was changed from
Seligman International Fund Series Inc., to its present name on May 25, 1993.
The Directors of the Fund are authorized to issue, create and classify shares
of capital stock in separate series without further action by shareholders. To
date, shares in the three Series described herein have been authorized. Shares
of capital stock of each Series have a par value $.001 and are divided into two
classes. Each share of a Series' 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 other class expenses and has exclusive voting
rights with respect to any matter to which a separate vote of any class is re-
quired by the 1940 Act or Maryland law. The Fund has received an order from the
Securities and Exchange Commission permitting the issuance and sale of multiple
classes of common stock. The 1940 Act requires that where more than one class
exists, each class must be preferred over all other classes in respect of as-
sets 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 the order
received from the Securities and Exchange Commission. All shares have non-cumu-
lative 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.
30
<PAGE>
TERMS AND CONDITIONS
GENERAL ACCOUNT INFORMATION
Investments will be made in as many shares of a Series, 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 re-
ceived. 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 addi-
tional 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. Shareholders will receive dividends from investment income
and any distributions from gain realized on investments in shares or in cash
according to the option elected. Dividend and gain options may be changed by
notice to Seligman Data Corp. in writing at least five business days prior to
the payable date. Stock certificates will not be issued, unless requested. Re-
placement stock certificate will be subject to a surety fee.
INVEST-A-CHECK (R) SERVICE
The Invest-A-Check (R) Service is available to all shareholders. The appli-
cation 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 ac-
count 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 regu-
larly 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 "un-
paid," 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 rein-
stated 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 mutual fund in the Seligman
Group to another, the shareholder must re-apply for the Invest-A-Check (R)
Service in the Seligman 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 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 net 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 Se-
ligman 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 Se-
ligman 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 re-
maining on deposit to less than $5,000. Continued payments in excess of divi-
dend 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 discour-
aged 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 in-
clude 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 In-
tent toward the completion of the Letter. If the total amount invested within
the thirteen-month period does not equal or exceed the specified minimum pur-
chase, 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 pay-
ment of the additional sales load. Shares remaining in escrow after this pay-
ment 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 origi-
nal 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 mutual fund in the Seligman Group 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 pur-
chased directly may not be used for purposes of determining reduced sales
loads on additional purchases of the other mutual funds in the Seligman Group.
3/95
31
<PAGE>
SELIGMAN HENDERSON
GLOBAL FUND SERIES, INC.
SELIGMAN HENDERSON INTERNATIONAL FUND
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
- -------------------------------------------------------------------------------
100 Park Avenue
New York, NY 10017
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Summary Of Series' Expenses................................................ 3
Financial Highlights....................................................... 4
Alternative Distribution System............................................ 6
Investment Objectives And Policies......................................... 7
Management Services........................................................ 14
Purchase Of Shares......................................................... 16
Account Application........................................................ 18a
Telephone Transactions..................................................... 20
Redemption Of Shares....................................................... 21
Administration, Shareholder Services And Distribution Plans................ 23
Exchange Privilege......................................................... 24
Further Information About Transactions In The Fund......................... 25
Dividends And Distributions................................................ 26
Federal Income Taxes....................................................... 26
Shareholder Information.................................................... 28
Advertising A Series' Performance.......................................... 29
Organization And Capitalization............................................ 30
</TABLE>
- -------------------------------------------------------------------------------
EQSH1 3/95
SELIGMAN HENDERSON
GLOBAL FUND SERIES, INC.
SELIGMAN HENDERSON INTERNATIONAL FUND
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
- -------------------------------------------------------------------------------
A CAPITAL APPRECIATION FUND
- -------------------------------------------------------------------------------
PROSPECTUS
March 1, 1995
- -------------------------------------------------------------------------------
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
March 1, 1995
SELIGMAN HENDERSON INTERNATIONAL FUND
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
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, dated March 1, 1995, which
includes the Seligman Henderson International Fund (the "International Fund"),
Seligman Henderson Global Smaller Companies Fund (the "Global Smaller Companies
Fund") and Seligman Henderson Global Technology Fund (the "Global Technology
Fund"), each a separate series (individually, a "Series") of the Seligman
Henderson Global Fund Series, Inc. (the "Fund"). It should be read in
conjunction with the Fund's 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.
Each Series of 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 Series' Class A and Class D shares represent an identical legal
interest in the investment portfolio of such Series and have the same rights
except for certain 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 Objectives, Policies And Risks...
Investment Limitations......................
Directors And Officers......................
Management And Expenses.....................
Administration, Shareholder Services
And Distribution Plans....................
Portfolio Transactions......................
Purchase And Redemption Of Series
Shares....................................
Distribution Services.......................
Valuation...................................
Taxes.......................................
Performance Information.....................
General Information.........................
Financial Statements........................
Appendix A .................................
Appendix B..................................
Appendix C..................................
EQSH1A
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<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RISKS
The International Fund, the Global Smaller Companies Fund and the Global
Technology Fund are each separate Series of Seligman Henderson Global Fund
Series, Inc. The International Fund seeks to achieve long-term capital
appreciation primarily by making investments in securities of non-United States
issuers. The Global Smaller Companies Fund seeks to achieve long-term capital
appreciation primarily by making global investments in securities of emerging
companies, i.e., companies with small-to medium-market capitalization. The
Global Technology Fund seeks to achieve long-term capital appreciation by making
global investments of at least 65% of its assets in securities of companies with
business operations in technology and technology-related industries. There can
be no assurance that the Series will achieve their investment objectives. The
following information regarding the Series' investment policies supplements the
information contained in the Prospectus.
Options and Futures Strategies
The Series may seek to increase the current return of their portfolios by
writing covered call or put options. In addition, through the writing and
purchase of options and the purchase and sale of US and certain foreign stock
index futures contracts, interest rate futures contracts, foreign currency
futures contracts and related options on such futures contracts, the Series may
at times seek to hedge against a decline in the value of securities included in
their portfolios or an increase in the price of securities which they plan to
purchase. Expenses and losses incurred as a result of such hedging strategies
will reduce the Series' current return. The Series' investments in foreign stock
index futures contracts and foreign interest rate futures contracts, and related
options on such futures contracts, are limited to those contracts and related
options that have been approved by the Commodity Futures Trading Commission
("CFTC") for investment by US investors. Additionally, the Series will not
invest in foreign options unless such options are specifically authorized for
investment by order of the CFTC or meet the definition of "trade option" as set
forth in CFTC Rule 32.4.
The ability of the Series to engage in the options and futures strategies
described below will depend on the availability of liquid markets in such
instruments. Some of the markets in options and futures with respect to stock
indices, US Government and foreign government securities and foreign currencies
are relatively new and still developing. It is impossible to predict the amount
of trading interest that may exist in various types of options or futures.
Therefore, no assurance can be given that the Series will be able to utilize
these instruments effectively for the purposes stated below. Furthermore, the
Series' ability to engage in options and futures transactions may be limited by
tax considerations. Although the Series will only engage in options and futures
transactions for limited purposes, these activities will involve certain risks
described below under "Risk Factors in Options and Futures Transactions." The
Series will not engage in options and futures transactions for leveraging
purposes.
Writing Covered Options on Securities. When appropriate in light of their
objectives and subject to their availability, the Series may write covered call
and put options on the types of securities in which they are permitted to
invest. Call options written by a Series give the holder the right to buy the
underlying securities from such Series at a stated exercise price; put options
give the holder the right to sell the underlying security to a Series at a
stated price.
A Series may write only covered options; so long as such Series is
obligated as the writer of a call option, it will own the underlying securities
subject to the option (or comparable securities satisfying the cover
requirements of applicable securities exchanges). In the case of put options, a
Series will maintain cash, short-term US Government securities or other
high-grade debt obligations with a value equal to or greater than the exercise
price of the underlying securities in a segregated account. A Series may also
write combinations of covered puts and calls on the same underlying security.
The premium received from writing a put or call option increases a
Series' return in the event the option expires unexercised or is closed out at a
profit. The amount of the premium will reflect, among other things, the
relationship of the market price of the underlying security to the exercise
price of the option, the term of the option and the volatility of the market
price of the underlying security. By writing a call option, a Series limits its
opportunity to profit from any increase in the market value of the underlying
security above the exercise price of the option. By writing a put option, a
Series assumes the risk that it may be required to purchase the underlying
security for an exercise price higher than its then current market value,
resulting in a potential capital loss if the purchase price exceeds the market
value plus the amount of the premium received, unless the security subsequently
appreciates in value.
-2-
<PAGE>
A Series may terminate an option that it has written prior to its
expiration by entering into a closing purchase transaction in which it purchases
an option having the same terms as the option written. A Series will realize a
profit or loss from the transaction if the cost of the transaction is less or
more than the premium received from the writing of the option. In the case of a
put option, any loss so incurred may be partially or entirely offset by the
premium received from a simultaneous or subsequent sale of a different put
option. Because increases in the market price of a call option will generally
reflect increases in the market price of the underlying security, any loss
resulting from the repurchase of a call option is likely to be offset in whole
or in part by unrealized appreciation of the underlying security owned by a
particular Series. The aggregate value of the obligations underlying the puts
written by a Series will not exceed 50% (25%, with respect to the International
Fund) of its net assets.
Purchasing Put and Call Options on Securities. A Series 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 a Series, 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, a Series 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.
A Series may also purchase call options to hedge against an increase in
prices of securities that it ultimately intends to purchase. Such hedge
protection is provided during the life of the call option since a Series, as
holder of the call option, is able to buy the underlying security at the
exercise price regardless of any increase in the underlying security's market
price. In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover the
premium and transaction costs. By using call options in this manner, a Series
will reduce any profit it might have realized had it bought the underlying
security at the time it purchased the call option by the premium paid for the
call option and by transaction costs.
Purchase and Sale of Options and Futures on Stock Indices. A Series may purchase
and sell options on stock indices and stock index futures as a hedge against
movements in the equity markets.
Options on stock indices are similar to options on specific securities
except that, rather than the right to take or make delivery of a specific
security at a specific price, an option on a stock index gives the holder the
right to receive, upon exercise, an amount of cash if the closing level of that
stock index is greater than, in the case of a call, or less than, in the case of
a put, the exercise price of the option. The amount of cash is equal to the
difference between the closing price of the index and the exercise price of the
option expressed in dollars multiplied by a specified multiple. The writer of
the option is obligated, in return for the premium received, to make delivery of
this amount. Unlike options on specific securities, all settlements of options
on stock indices are in cash and gain or loss depends on general movements in
the stocks included in the index rather than price movements in particular
stocks. A stock index futures contract is an agreement in which one party agrees
to deliver to the other an amount of cash equal to a specific amount multiplied
by the difference between the value of a specific stock index at the close of
the last trading day of the contract and the price at which the agreement is
made. No physical delivery of securities is made.
If the Subadviser expects general stock market prices to rise, it might
purchase a call option on a stock index or a futures contract on that index as a
hedge against an increase in prices of particular equity securities it
ultimately wants to buy. If the stock rises, the price of the particular equity
securities intended to be purchased may also increase, but that increase would
be offset in part by the increase in the value of a Series index option or
futures contract resulting from the increase in the index. If, on the other
hand, the Subadviser expects general stock market prices to decline, it might
purchase a put option or sell a futures contract on the index. If that index
declines, the value of some or all of the equity securities in a Series
portfolio may also be expected to decline, but that decrease would be offset in
part by the increase in the value of such Series' position in the put option or
futures contract.
Purchase and Sale of Interest Rate Futures. The Series may purchase and sell
interest rate futures contracts on US Government and foreign government
securities including debt securities of the US Government and the governments
and central banks of France, Germany, Denmark and Japan for the purpose of
hedging fixed income and interest rate sensitive securities against the adverse
effects of anticipated movements in interest rates.
-3-
<PAGE>
The Series may sell interest rate futures contracts in anticipation of an
increase in the general level of interest rates. Generally, as interest rates
rise, the market value of the fixed income securities held by a Series will
fall, thus reducing the net asset value of such Series. The interest rate risk
can be reduced without hedging with futures by selling long-term fixed income
securities and either reinvesting the proceeds in securities with shorter
maturities or by holding assets in cash. This strategy, however, entails
increased transaction costs to the Series in the form of dealer spreads and
brokerage commissions.
The sale of interest rate futures contracts provides an alternative means
of hedging against rising interest rates. As rates increase, the value of a
Series' short position in the futures contract will also tend to increase, thus
offsetting all or a portion of the depreciation in the market value of such
Series' investments which are being hedged. While a Series will incur commission
expenses in selling and closing out futures positions (which is done by taking
an opposite position that operates to terminate the position in the futures
contract), commissions on futures transactions are lower than transaction costs
incurred in the purchase and sale of portfolio securities.
Options on Stock Index Futures Contracts and Interest Rate Futures Contracts. A
Series may purchase and write call and put options on stock index and interest
rate futures contracts. A Series may use these options on futures contracts in
connection with its hedging strategies in lieu of purchasing and writing options
directly on the underlying securities or stock indices or purchasing and selling
the underlying futures. For example, a Series may purchase put options or write
call options on stock index futures or interest rate futures, rather than
selling futures contracts, in anticipation of a decline in general stock market
prices or a rise in interest rates, respectively, or purchase call options or
write put options on stock index or interest rate futures, rather than
purchasing such futures, to hedge against possible increases in the price of
equity securities or debt securities, respectively, which a Series intends to
purchase.
Purchase and Sale of Currency Futures Contracts and Related Options. In order to
hedge its portfolio and to protect it against possible variations in foreign
exchange rates pending the settlement of securities transactions, a Series may
buy or sell foreign currencies or may deal in forward currency contracts. A
Series may also invest in currency futures contracts and related options. If a
fall in exchange rates for a particular currency is anticipated, a Series may
sell a currency futures contract or a call option thereon or purchase a put
option on such futures contract as a hedge. If rising exchange rates are
anticipated, a Series may purchase a currency futures contract or a call option
thereon or sell (write) a put option to protect against an increase in the price
of securities denominated in a particular currency such Series intends to
purchase. These futures contracts and related options thereon will be used only
as a hedge against anticipated currency rate changes, and all options on
currency futures written by a Series will be covered.
Sale of a currency futures contract creates an obligation by a Series, as
seller, to deliver the amount of currency called for in the contract at a
specified future time for a special price. Purchase of a currency futures
contract creates an obligation by a Series , as purchaser, to take delivery of
an amount of currency at a specified future time at a specified price. Although
the terms of currency futures contracts specify actual delivery or receipt, in
most instances the contracts are closed out before the settlement date without
the making or taking of delivery of the currency. Currency futures contracts are
closed out by entering into an offsetting purchase or sale transaction. Unlike a
currency futures contract, which requires the parties to buy and sell currency
on a set date, an option on a currency futures contract entitles its holder to
decide on or before a future date whether to enter into such a contract. If the
holder decides not to enter into the contract, the premium paid for the option
is fixed at the point of sale.
The Series will write (sell) only covered put and call options on currency
futures. This means that a Series will provide for its obligations upon exercise
of the option by segregating sufficient cash or short-term obligations or by
holding an offsetting position in the option or underlying currency future, or a
combination of the foregoing. So long as a Series is obligated as the writer of
a call option on currency futures, it will own on a contract-for-contract basis
an equal long position in currency futures with the same delivery date or a call
option on stock index futures with any difference between market value of the
call written and market value of the call or long currency futures purchased
maintained by such Series in cash, Treasury bills, or other high-grade
short-term obligations in a segregated account with its custodian. If at the
close of business on any day the market value of the call options purchased by a
Series falls below 100% of the market value of the call options written by such
Series, the Series will so segregate an amount of cash, Treasury bills or other
high grade short-term obligations equal in value to the difference.
Alternatively, a Series may cover the call option through segregating with the
custodian an amount of the particular foreign currency equal to the amount of
foreign currency per futures contract option times the number of options written
by such Series. In the case of put options on currency futures written by a
Series, such Series will hold the aggregate exercise price in cash, Treasury
bills, or other high grade short-term obligations
-4-
<PAGE>
in a segregated account with its custodian, or own put options on currency
futures or short currency futures, with the difference, if any, between the
market value of the put written and the market value of the puts purchased or
the currency futures sold maintained by such Series in cash, Treasury bills or
other high grade short-term obligations in a segregated account with its
custodian. If at the close of business on any day the market value of the put
options purchased or the currency futures sold by a Series falls below 100% of
the market value of the put options written by such Series, the Series will so
segregate an amount of cash, Treasury bills or other high grade short-term
obligations equal in value to the difference.
If other methods of providing appropriate cover are developed, the Series
reserve the right to employ them to the extent consistent with applicable
regulatory and exchange requirements.
In connection with transactions in stock index options, stock index
futures, interest rate futures, foreign currency futures and related options on
such futures, each Series will be required to deposit as "initial margin" an
amount of cash or short-term government securities generally equal to from 5% to
8% of the contract amount. Thereafter, subsequent payments (referred to as
"variation margin") are made to and from the broker to reflect changes in the
value of the futures contract.
Risk Factors in Options and Futures Transactions. The effective use of options
and futures strategies, including the control of losses, depends, among other
things, on the Series ability to terminate options and futures positions at
times when the Subadviser deems it desirable to do so. Although a Series will
not enter into an option or futures position unless the Subadviser believes that
a liquid secondary market exists for such option or future, there is no
assurance that it will be able to effect closing transactions at any particular
time or at an acceptable price. A Series generally expects that its options and
futures transactions will be conducted on recognized US and foreign securities
and commodity exchanges. In certain instances, however, a Series may purchase
and sell options in the over-the-counter market. A Series' ability to terminate
option positions established in the over-the-counter market may be more limited
than in the case of exchange-traded options and may also involve the risk that
securities dealers participating in such transactions would fail to meet their
obligations to such Series.
In the use of options and futures, there is the possibility of an imperfect
correlation between movements in options and futures prices and movements in the
prices of securities that are the subject of the hedge. In the case of options
on stock indices and stock index futures, this risk increases as the composition
of a Series' portfolio diverges from the composition of the relevant index. The
successful use of these strategies also depends on the Subadviser's ability to
correctly forecast interest rate movements, general stock market price movements
and other economic factors.
Regulatory Matters. In accordance with CFTC regulations, the Series will not
purchase or sell futures or options thereon for "non-bona fide hedging" purposes
if as a result the sum of the amounts of initial margin deposits on their
existing futures contracts and related options positions and premiums paid for
options on futures would exceed 5% of any Series' net assets; provided, however,
that in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5% limitation. With
respect to each futures contract purchased or long position in an option
contract, cash or cash equivalents in an amount equal to the market value of
such contracts less the initial margin deposit will be deposited in a segregated
account with the Fund's custodian.
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. A Series 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.
A Series may enter into a forward contract to sell or buy the amount of a
foreign currency it believes may experience a substantial movement against
another currency (including the US dollar). In this case the contract would
approximate the value of some or all of a Series' portfolio securities
denominated in such foreign currency. If appropriate, a Series may hedge all or
part of its foreign currency exposure through the use of a basket of currencies
or a proxy currency where such currencies or proxy currency act as an effective
proxy for other currencies. In these circumstances, a Series may enter into a
forward contract where the amount of the foreign currency to be sold exceeds the
value of the securities denominated in such currency. The use of this basket
hedging technique may be more efficient and economical than entering
-5-
<PAGE>
into separate forward contracts for each currency held in a Series. 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, a
Series 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 each Series and its ability to purchase additional
securities.
Except as set forth above and immediately below, a Series will also not
enter into such forward contracts or maintain a net exposure to such contracts
where the consummation of the contracts would oblige a Series to deliver an
amount of foreign currency in excess of the value of such Series' portfolio
securities or other assets denominated in that currency. A Series, in order to
avoid excess transactions and transaction costs, may nonetheless maintain a net
exposure to forward contracts in excess of the value of its portfolio securities
or other assets denominated in that currency provided the excess amount is
"covered" by cash or liquid, high-grade debt securities, denominated in any
currency, having a value 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 a Series will be served.
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 a Series 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
such Series 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 a Series is obligated to deliver. However, a Series 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 a Series retains the portfolio security and engages in an offsetting
transaction, such Series will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If a Series
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 a Series' 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, such Series 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, a Series
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.
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 a Series at one rate, while offering a lesser rate of
exchange should such Series desire to resell that currency to the dealer.
-6-
<PAGE>
Other Investment Policies
Borrowing. A Series 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 Series' borrowings are limited so that immediately after such
borrowing the value of a Series' assets (including borrowings) less its
liabilities (not including borrowings) is at least three times the amount of the
borrowings. Should a Series, for any reason, have borrowings that do not meet
the above test, then within three business days, such Series must reduce such
borrowings so as to meet the foregoing test. Under these circumstances, a Series
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 a Series' 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 a Series could decrease faster than if there
had been no borrowings.
Lending of Portfolio Securities. A Series 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 a Series will generally be short-term. Loans are
subject to termination at the option of each Series or the borrower. A Series
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. A Series 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.
Illiquid Securities. A Series 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. Each Series does
not currently expect to invest more than 5% of its assets in such securities. A
Series may purchase restricted securities that can be offered and sold to
"qualified institutional buyers" under Rule 144A of the 1933 Act, and the Fund'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 the Board of Directors make this determination, it 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 sold and offered
under Rule 144A will develop. This investment practice could have the effect of
increasing the level of illiquidity in the Series to the extent that qualified
institutional buyers become for a time uninterested in purchasing Rule 144A
securities.
Except as otherwise specifically noted above and below, 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 Series may generally change their 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 Series anticipate
that the annual rate of portfolio turnover will not exceed 100%. The portfolio
turnover rates for the International Fund for the fiscal years ended October 31,
1993 and 1994 were 46.17% and 39.59%, respectively. The portfolio turnover rates
for the Global Smaller Companies Fund for the fiscal years ended October 31,
1993 and 1994 were 60.03% and 62.47%, respectively. The portfolio turnover rate
for the Global Technology Fund for the period May 23, 1994 (commencement of
operations) through October 31, 1994 was 29.20%.
INVESTMENT LIMITATIONS
Under each Series' fundamental policies, which cannot be changed except by
vote of a majority of the outstanding voting securities of each Series, the
Series 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).
-7-
<PAGE>
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
such Series net assets. For purposes of this restriction, warrants acquired
by a Series 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 any Series' 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.
11. Underwrite securities of other issuers except to the extent that a Series
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
Series) 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 a Series' 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 or of a particular series of the Fund means the
affirmative vote of the lesser of (l) more than 50% of the outstanding shares of
the Fund or of a particular series of the Fund, or (2) 67% or more of the shares
present at a shareholders' meeting if more than 50% of the outstanding shares of
the Fund or of a series are represented at the meeting in person or by proxy.
-8-
<PAGE>
DIRECTORS AND OFFICERS
Directors and officers of the Fund, 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.
WILLIAM C. MORRIS* Director, Chairman of the Board, Chief
(56) 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; J. & W. Seligman Trust
Company, trust company; 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.
RONALD T. SCHROEDER* Director, President and Member of the
(46) Executive 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;
Director, 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.
FRED E. BROWN* Director
(81)
Director and Consultant, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Director or
Trustee, Tri-Continental Corporation,
closed-end investment company; 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, Inc., non-profit biomedical
research organization; Lake Placid
Center for the Arts, cultural
organization; and Lake Placid Education
Foundation, education foundation;
formerly, Director, J. & W. Seligman
Trust Company, trust company; and
Seligman Securities, Inc.,
broker/dealer.
-9-
<PAGE>
ALICE S. ILCHMAN Director
(59)
President, Sarah Lawrence College;
Director or Trustee, the Seligman Group
of Investment Companies; NYNEX,
telephone company; The Rockefeller
Foundation, charitable foundation; 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
JOHN E. MEROW* Director
(65)
Chairman and Senior Partner, Sullivan &
Cromwell, law firm; Director or Trustee,
the Seligman Group of Investment
Companies; The Municipal Art Society of
New York; the U.S. Council for
International Business and the U.S.-New
Zealand Council; New York Downtown
Hospital; 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
(52)
Attorney; Director or Trustee, the
Seligman Group of Investment Companies;
National Association of Independent
Schools (Boston), education; Chairman of
the Board of Trustees of St. George's
School (Newport, RI).
St. Bernard's Road, Gladstone, NJ 07934
DOUGLAS R. NICHOLS, JR. Director
(74)
Management Consultant; Director or
Trustee, the Seligman Group of
Investment Companies; formerly, Trustee,
Drew University.
790 Andrews Avenue, Delray Beach, FL
33483
JAMES C. PITNEY Director
(68)
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; Tesoro Petroleum
Companies, Inc.; formerly, Co-Chairman
of the Policy Council of the Tax
Foundation; Director and Vice Chairman,
Mobil Corporation; and Director and
President, Bekaert Corporation.
675 Third Avenue, Suite 3004, New York,
NY 10017
HERMAN J. SCHMIDT Director
(78)
Director, Various Corporations; Director
or Trustee, the Seligman Group of
Investment Companies; H. J. Heinz
Company; HON Industries, Inc.; and
MAPCO, Inc; formerly, Director of
MetLife Series Fund, Inc. and MetLife
Portfolios, Inc.; Macmillan, Inc. and
Ryder System, Inc.
15 Oakley Lane, Greenwich, CT 06830
-10-
<PAGE>
ROBERT L. SHAFER Director
(62)
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,
the Seligman Group of Investment
Companies, Director of, C-SPAN.
300 Crescent Court, Suite 700, Dallas,
TX 75202
BRIAN T. ZINO* Director
(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; J. & W.
Seligman Trust Company, trust company;
Senior Vice President, Seligman
Henderson Co., advisor; formerly,
Director and Secretary, Chuo Trust - JWS
Advisors, Inc., advisors; and Director,
Seligman Securities, Inc.,
broker/dealer.
PAUL H. WICK Vice President and Portfolio Manager
(32)
Managing Director (formerly, Vice
President, Investment Officer), J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Vice President
and Portfolio Manager, one other
open-end investment company with
Seligman Group of Investment Companies;
Senior Vice President and Portfolio
Manager, Chuo Trust-JWS Advisors, Inc.,
advisors; Portfolio Manager, Seligman
Henderson Co., advisors.
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.
FRANK J. NASTA Secretary
(30)
Secretary, the Seligman Group of
Investment Companies; J. & W. Seligman &
Co. Incorporated, investment managers
and advisors; Seligman Financial
Services, Inc., distributor; Seligman
Henderson Co., advisors; Seligman
Services, Inc., broker/dealer; Chuo
Trust - JWS Advisors, Inc., advisors;
and Seligman Data Corp., shareholder
service agent; Vice President, Law and
Regulation, J. & W. Seligman & Co.
Incorporated, investment managers and
advisers; formerly, attorney, Seward &
Kissel.
-11-
<PAGE>
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 of Directors of the Fund 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 Fund to serve until the next meeting of the Board.
<TABLE>
<CAPTION>
Compensation Table
Pension or Total Compensation
Aggregate Retirement Benefits from Registrant and
Compensation Accrued as part of Fund Complex Paid
Position with Registrant from 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
Douglas R. Nichols, Jr., Director $2,288.75 N/A $66,000.00
James C. Pitney, Director $2,288.75 N/A $67,000.00
James Q. Riordan, Director $2,288.75 N/A $66,000.00
Herman J. Schmidt, 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 remunerations received by the Directors for the Fund's three
Series for the 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 Fund 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 Series' financial
statements. Directors and officers of the Fund are also directors and officers
of some or all of the other investment companies in the Seligman Group.
As of January 31, 1995, Directors and officers of the Fund as a group
owned directly or indirectly 22,616 shares or less than 1% of the outstanding
shares of the Class A capital stock of the International Fund; 13,059 shares or
less than 1% of the outstanding shares of the Class A capital stock of the
Global Smaller Companies Fund and; 39,458 shares or less than 1% of the
outstanding shares of the Class A capital stock of the Global Technology Fund.
No directors or officers owned Class D shares of the Series as of such date.
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
each Series. The Manager provides the Fund with such office space,
-12-
<PAGE>
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 Fund who are employees, consultants and/or directors of the
Manager and of the officers and employees of the Fund. The Manager also provides
senior management for Seligman Data Corp., the Fund's shareholder service agent.
Each Series pays the Manager a management fee for its services, calculated daily
and payable monthly, equal to 1.00% per annum of the average daily net assets of
such Series of which .90% is paid to Seligman Henderson Co. (the "Subadviser").
The following chart indicates the management fees paid by each Series as well as
the percentage such fee represents of a Series' average daily net assets for
fiscal 1994, 1993 and 1992:
<TABLE>
<CAPTION>
Fiscal Year Management Fee Paid % of Average Daily Net Assets
----------- ------------------- -----------------------------
<S> <C> <C>
International Fund
Year ended 10/31/94 $ 599,767** .97%**
Year ended 10/31/93 85,133** .45%**
4/7/92* - 10/31/92 --** --%**
Global Smaller Companies Fund
Year ended 10/31/94 $ 618,841 1.00%
Year ended 10/31/93 --** --%**
9/9/92* - 10/31/92 --** --%**
Global Technology Fund
5/23/94* - 10/31/94 $ 102,235** .78%**
</TABLE>
- --------------------------------
* Commencement of operations.
** During the year/period, the Manager and Subadviser, at their discretion,
elected to waive all or a portion of their fees.
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 a Director of) the Manager or its affiliates;
insurance premiums; and extraordinary expenses such as litigation expenses. The
Fund's expenses are allocated between the Series in a manner determined by the
Directors to be fair and equitable.
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. Any such reimbursement will be
allocated between the Series in proportion to the relative expenses of each
Series.
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 approved by the Board of Directors of the
Fund at a meeting held on March 19, 1992 and by the shareholders at their first
meeting held on May 20, 1993. 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 Series 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
-13-
<PAGE>
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's Series,
including making purchases and sales of portfolio securities consistent with
each Series' 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 Fund at their first meeting held on May 20, 1993. 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 Series 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.
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. The firm,
which is recognized as a specialist in global equity investing, currently
manages approximately $18.5 billion in assets.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLANS
As indicated in the Prospectus, each Series of 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 with respect to the International Fund was originally approved
on July 15, 1993 by the Board of Directors of the Fund, including a majority of
the Directors who are not "interested persons" (as defined in the Act) and who
have no direct or indirect financial interest in the operation of the Fund
("Qualified Directors") and by the shareholders of such Series on September 21,
1993. The Plan with respect to the Global Smaller Companies Fund was originally
approved on July 16, 1992 by the Board of Directors of the Fund, including a
majority of the Qualified Directors. Amendments to the Plan in respect of Class
D shares of the Global Smaller Companies Fund were approved by the Board of
Directors of the Fund, including a majority of the Qualified Directors, on March
18, 1993 and the amended Plan was approved by the shareholders of the Global
Smaller Companies Fund on May 20, 1993. The Plan with respect to the Global
Technology Fund was originally approved on March 17, 1994 by the Board of
Directors of the Fund, including a majority of the Qualified Directors and by
the sole shareholder of the Series on that date. The Plans 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
Fund, cast in person at a meeting called for the purpose of voting on such
approval. The Plans 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 Plans may be made
except by a majority of both the Directors and Qualified Directors.
The Plans require that the Treasurer of the Fund 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 Plans. 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.
-14-
<PAGE>
PORTFOLIO TRANSACTIONS
The Management Agreement recognizes that in the purchase and sale of
portfolio securities of the Series, 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. 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 the
Subadviser are authorized to place orders with brokers who provide supplemental
investment and market research and statistical and economic analysis through 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.
The Board of Directors of the Fund adopted procedures pursuant to which
Seligman Securities, Inc., was available to the Global Smaller Companies Fund as
broker for approximately one-half of agency transactions in listed securities
(exclusive of option and option-related transactions) at commission rates
believed in accordance with applicable regulations to be fair and reasonable. As
of March 31, 1993, Seligman Securities, Inc. ceased functioning as broker for
the Fund and its other clients.
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.
Total brokerage commissions paid to others for the execution, research
and statistical services for the International Fund for the fiscal years ended
October 31, 1994, October 31, 1993 and for the fiscal period ended October 31,
1992 were $204,308, $84,349 and $49,038, respectively; for the Global Smaller
Companies Fund for the fiscal year ended October 31, 1994, October 31, 1993 and
for the fiscal period ended October 31, 1992 were $170,773, $75,087 (of which
Seligman Securities, Inc. received $680) and $306, respectively; and for the
Global Technology Fund for the fiscal period ended October 31, 1994 were
$76,206.
PURCHASE AND REDEMPTION OF SERIES SHARES
Each Series 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.
Specimen Price Make-Up
Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold at a maximum sales load of 4.75% and Class
D shares are sold at net asset value.* Using each Series' net asset value at
October 31, 1994, the maximum offering prices of each Series' shares are as
follows:
<TABLE>
<CAPTION>
CLASS A SHARES
Net Asset Maximum Sales Load Maximum Offering
Name of Series Value Per Share (4.75% of Offering Price) Price Per Share
- --------------- --------------- ------------------------- ---------------
<S> <C> <C>
International Fund $ 17.67 $ .88 $ 18.55
Global Smaller Companies Fund 11.93 .59 12.52
Global Technology Fund 8.37 .42 8.79
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
CLASS D SHARES
Net Asset Value and Maximum
Name of Series Offering Price Per Share*
- -------------- ------------------------------
<S> <C>
International Fund $ 17.53
Global Smaller Companies Fund 11.80
Global Technology Fund 8.34
</TABLE>
- ------------
* Class D shares are subject to a CDSL of 1% on redemptions within one year
of purchase. See "Redemption Of Shares" in the Fund's Prospectus.
Class A Shares - Reduced Sales Loads Reductions Available. Shares of any
Seligman mutual fund sold with a 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 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 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" accompanying the Account Application 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:
-16-
<PAGE>
1. Employees must authorize the employer, if requested by the Series,
to receive in bulk and to distribute to each participant on a timely basis the
Fund Prospectus, reports and other shareholder communications.
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 Series 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
each Series may sell shares at net asset value to "eligible employee benefit
plans," of employers who have at least 2,000 U.S. 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 Series shares.
Payment in Securities. In addition to cash, the Series may accept
securities in payment for Series shares sold at the applicable public offering
price (net asset value plus any applicable sales load), although the Series does
not presently intend to accept securities in payment for Series shares.
Generally, a Series 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 in a sufficient amount for
efficient management. Although no minimum has been established, it is expected
that the Series would not accept securities with a value of less than $100,000
per issue in payment for shares. A Series may reject in whole or in part offers
to pay for shares with securities, may require partial payment in cash for
applicable sales loads, and may discontinue accepting securities as payment for
shares at any time without notice. A Series will not accept restricted
securities in payment for shares. A Series will value accepted securities in the
manner provided for valuing portfolio securities of the Series. Any securities
accepted by the Series in payment for Series shares will have an active and
substantial market and have a value which is readily ascertainable (See
"Valuation"). In accordance with Texas securities regulations, should a Series
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 a Series; 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 of each Series 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 investment discretionary authority with respect to the
purchase of Series shares, or 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 Series, 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 Series 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 these persons since
such shares require less sales effort and lower sales related expenses as
compared with sales to the general public.
-17-
<PAGE>
More About Redemptions. The procedures for redemption of Series' 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. The Fund and SFSI are parties to a Distributing
Agreement dated January 1, 1993.
SFSI is entitled to retain any CDSL imposed on certain redemptions of
Class D shares occurring within one year of purchase. Total sales loads paid by
the Series for fiscal 1994, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
Fiscal 1994
Series SFSI Commissions Dealer Concessions Total Commissions CDSL Retained
------ ---------------- ------------------ ----------------- -------------
<S> <C> <C> <C> <C>
International Fund $ 24,205 $ 274,339 $ 298,544 $ 5,313
Global Smaller Companies Fund 58,459 652,019 710,478 22,864
Global Technology Fund * 170,518 1,699,610 1,870,128 366
</TABLE>
<TABLE>
<CAPTION>
Fiscal 1993
Series SFSI Commissions Dealer Concessions Total Commissions CDSL Retained
------ ---------------- ------------------ ----------------- -------------
<S> <C> <C> <C> <C>
International Fund $ -- $104,059 $104,059 $ 52
Global Smaller Companies Fund 48,938 615,114 664,052 983
</TABLE>
<TABLE>
<CAPTION>
Fiscal 1992
Series SFSI Commissions Dealer Concessions Total Commissions CDSL Retained
------ ---------------- ------------------ ----------------- -------------
<S> <C> <C> <C> <C>
International Fund** -- -- -- N/A
Global Smaller Companies Fund*** $556 $56,392 $56,948 N/A
</TABLE>
- --------------------------
* For the period 5/23/94 to 10/31/94
** For the period 4/7/92 to 10/31/92
*** For the period 9/9/92 to 10/31/92
Class A shares may be sold at net asset value to present and retired
Directors, trustees, officers, employees (and their family members) of the Fund,
the other investment companies in the Seligman Group, the Manager and other
companies affiliated with the Manager and the Subadviser. Such sales also may be
made to employee benefit 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 Series.
-18-
<PAGE>
VALUATION
Net asset value per Series share is determined as of the close of the
New York Stock Exchange ("NYSE") (currently 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
a Series' 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 exhange 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 tranactions 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 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.
Premiums received on the sale of call options will be included in the net asset
value, and the current market value of the options sold by a Series' will be
subtracted from net asset value.
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 Series shares
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.
For purposes of determining the net asset value per share of a Series,
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 Series from sources
within foreign countries may be subject to foreign income taxes withheld at
source. The United States has entered into tax treaties with many foreign
countries which entitle the Series 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 each Series' assets to be invested
within various countries is not known.
US Federal Income Taxes. Each Series 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 Series 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 Series 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 Series and assumes that each Series qualifies as a
regulated investment company. Investors should consult their own counsel for
-19-
<PAGE>
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.
Each Series 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. Each
Series 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 Series 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
each Series 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 each Series' 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 each Series 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 a Series 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 a Series 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 a Series' common stock.
Each Series 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.
Income received by a Series from sources within various foreign
countries may be subject to foreign income tax. If more than 50% of the value of
a Series' total assets at the close of its taxable year consists of the stock or
securities of foreign corporations, such Series may elect to "pass through" to
its shareholders the amount of foreign income taxes paid by such Series.
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 a Series' 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 such share 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 a Series
from its foreign source income will be treated as foreign source income. Each
Series' 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 a Series 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 a
Series.
-20-
<PAGE>
Each Series 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 a Series will be able to do so. Each shareholder
will be notified within 60 days after the close of each taxable year of each
Series whether the foreign taxes paid by such Series 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) such Series' 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 a Series purchases
shares in certain foreign investment entities, referred to as "passive foreign
investment companies," the Series 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 such Series as a dividend to
its shareholders. If a Series were able and elected to treat a passive foreign
investment company as a "qualified electing fund," in lieu of the treatment
described above, such Series would be required each year to include in income,
and distribute to shareholders in accordance with the distribution requirements
set forth above, its pro rata share of the ordinary earnings and net capital
gains of the company, whether or not distributed to such Series.
Certain Foreign Currency Transactions. Gains or losses attributable to foreign
currency contracts, or to fluctuations in exchange rates that occur between the
time a Series 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 a Series' net investment
income available to be distributed to its shareholders as ordinary income.
Options and Futures Transactions. A special "marked-to-market" system governs
the taxation of "section 1256 contracts," which include certain listed options
and certain futures contracts. Each Series 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 a Series 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 such Series. Each Series
can elect to exempt its section 1256 contracts which are part of a "mixed"
straddle from the application of section 1256.
PERFORMANCE INFORMATION
The average annual total returns for the one-year period ended October 31,
1994 for the International Fund and Global Smaller Companies Fund Class A shares
were 7.47% and 14.54%, respectively; and since inception through the period
ended on October 31, 1994 for the International Fund and Global Smaller
Companies Fund were 15.12% and 24.67%, respectively. The total return for the
period from May 23, 1994 (commencement of operations) through October 31, 1994
for the Global Technology Fund Class A shares was 11.60%. These amounts were
computed by assuming a hypothetical initial investment of $1,000 in Class A
shares of each Series. From this $1,000, the maximum sales load of $47.50 (4.75%
of public offering price) was deducted. It was then assumed that all of the
dividends and distributions paid by the Series' Class A shares over the relevant
time period, were reinvested. It was then assumed that at the end of these
periods, the entire amounts were redeemed. The average annual total return was
then calculated 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).
The average annual total return for the one-year period ended October 31,
1994 for the International Fund and Global Smaller Companies Fund Class D shares
were 11.03% and 18.45%, respectively; and since inception through the period
ended on October 31, 1994 for the International Fund and Global Smaller
Companies Fund were 15.55% and 24.84%, respectively. The total return for the
period from May 23, 1994 through October 31, 1994 for the Global Technology
Class D shares was 15.81%. These amounts were computed by assuming a
hypothetical initial investment of $1,000 in Class D shares of each Series and
that all of the dividends and distributions paid by the Series' Class D shares
-21-
<PAGE>
over the relevant time period, were reinvested. It was then assumed that at the
end of these periods, the entire amount was redeemed, subtracting the applicable
1% CDSL.
The tables below illustrate the total returns on a $1,000 investment in each
of the Series Class A and Class D shares from the commencement of a Series'
operation through October 31, 1994, assuming investment of all dividends and
capital gain distributions.
<TABLE>
<CAPTION>
CLASS A SHARES
Value of Capital Value Total Value
Period Initial Gain of of Total
Ended 1 Investment 2 Distributions Dividends Investment 2 Return 1,3
- ------- ------------ ------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
INTERNATIONAL
10/31/92 $ 944 $ -- $ -- $ 944
10/31/93 1268 -- 4 1272
10/31/94 1402 28 5 1435 43.53%
GLOBAL SMALLER COMPANIES
10/31/92 $ 953 $ -- $ -- $ 953
10/31/93 1331 -- 2 1333
10/31/94 1591 10 3 1604 60.37%
GLOBAL TECHNOLOGY
10/31/94 $ 1116 $ -- $ -- $ 1116 11.60%
</TABLE>
<TABLE>
<CAPTION>
CLASS D SHARES
Value of Capital Value Total Value
Period Initial Gain of of Total
Ended 1 Investment 2 Distributions Dividends Investment 2 Return 1,3
- ------- ------------ ------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
INTERNATIONAL
10/31/93 $ 1048 $ -- $ -- $ 1048
10/31/94 1151 23 -- 1174 17.40%
GLOBAL SMALLER COMPANIES
10/31/93 $ 1167 $ -- $ -- $ 1167
10/31/94 1385 9 -- 1394 39.35%
GLOBAL TECHNOLOGY
10/31/94 $ 1158 $ -- $ -- $ 1158 15.81%
</TABLE>
- -----------------------
1 From commencement of operations on:
Class A Shares Class D Shares
International 4/07/92 9/21/93
Global Smaller Companies 9/09/92 5/03/93
Global Technology 5/23/94 5/23/94
2 The "Value of Initial Investment" as of the date indicated reflects the
effect of the maximum sales load or CDSL, if applicable, assumes that all
dividends and capital gain distributions were taken in cash and reflects
changes in the net asset value of the shares purchased with the
hypothetical initial investment. "Total Value of Investment" assumes
investment of all dividends and capital gain distributions.
-22-
<PAGE>
3 "Total Return" for each class of shares of a Series is calculated by
assuming a hypothetical initial investment of $1,000 at the beginning of
the period specified; subtracting the maximum sales load for Class A
shares; determining total value of all dividends and distributions that
would have been paid during the period on such shares assuming that each
dividend or distribution was invested in additional shares at net asset
value; calculating the total value of the investment at the end of the
period; subtracting the CDSL on Class D shares, if applicable; and
finally, by dividing the difference between the amount of the hypothetical
initial investment at the beginning of the period and its total value at
the end of the period by the amount of the hypothetical initial
investment. The International Fund's total return and average annual total
return quoted from time to time through September 21, 1993 for Class A
shares does not reflect the deduction of the administration, shareholder
services and distribution fee effective on that date, which fee if
reflected would reduce the performance quoted.
No adjustments have been made for any income taxes payable by investors
on dividends invested or gain distributions taken in shares.
Waiver by the Manager and Subadviser of a portion of their fees during
the period (as set forth under "Management and Expenses" herein and "Financial
Highlights" in the Prospectus) positively affected the performance results
provided in this section.
GENERAL INFORMATION
Capital Stock. The Board of Directors is authorized to classify or reclassify
and issue any unissued capital stock of the Fund into any number of series or
classes without further action by shareholders. To date, shares of three series
have been authorized, which shares constitute interests in the Seligman
Henderson International Fund, Seligman Henderson Global Smaller Companies Fund
and Seligman Henderson Global Technology 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 each Series.
Accountants. Deloitte & Touche LLP, independent auditors, have been selected as
auditors of the Fund. Their address is Two World Financial Center, New York,
N.Y. 10281.
FINANCIAL STATEMENTS
The Annual Report to Shareholders for each Series for the fiscal year
ended October 31, 1994 are incorporated by reference into this Statement of
Additional Information. The Annual Reports contain a schedule of the investments
of each Series as of October 31, 1994, as well as certain other financial
information as of that date. The Annual Reports will be furnished, without
charge, to investors who request copies of the Fund's Statement of Additional
Information.
-23-
<PAGE>
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 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 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 in this class.
B: Bonds which are rated B generally lack characteristics of a 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 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 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 which are rated C are the lowest rated class of bonds, 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.
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.
-24-
<PAGE>
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 pre-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.
C: This rating is assigned to short-term debt obligations with a doubtful
capacity of payment.
-25-
<PAGE>
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.
o Is admitted to the New York Stock Exchange in 1869.
o Becomes a prominent underwriter of corporate securities, including New
York Mutual Gas Light Company, later part of Consolidated Edison.
o Provides financial assistance 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 most important companies: Briggs Manufacturing,
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, and one of its oldest,
with over $2 billion in assets.
...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.
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<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, Inc., today Seligman
Growth Fund, Inc.
o Establishes Whitehall Fund, Inc., today Seligman Income Fund.
...1950-1989
o Develops new open-end investment companies. Today, manages 43 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.
...1990s
o Introduces Seligman Select Municipal Fund and Seligman Quality Municipal
Fund, two high quality, closed-end municipal bond funds.
o In 1991 establishes a joint venture with Henderson Administration Group
plc, of London, known as Seligman Henderson Co., to offer global
investment products.
APPENDIX C
The Global Technology Fund's investments are managed by Seligman Henderson
Co., a joint venture that combines the unique experience of two of the world's
foremost money managers: J. & W. Seligman & Co. and Henderson Administration
Group plc, with combined assets under management of $30 billion and 187 years of
investment experience. Together, they manage more than $5 billion in technology
assets.
As illustrated below, the technology market now represents a staggering 20%
of world market capitalization, as derived from the Morgan Stanley Capital
International Indices as of December 31, 1994.*
(The table below was presented as a bar chart in the printed material)
Countries represented Holdings represented as
As of December 31, 1994 U.S. Billions
- ------------------------ -----------------------
Hong Kong $ 137
Netherlands 168
Canada 171
Switzerland 215
France 266
Germany 300
United Kingdom 731
Japan 2,146
United States 2,785
Global Technology Fund 1,646
* The Morgan Stanley Capital International Indices. These indices do not
represent the full market capitalization of the selected countries. Global
Technology includes: Aerospace & Military Technology; Data Processing &
Reproduction; Electronics; Electronic Components; Health & Personal Care;
Broadcasting & Publishing; and Telecommunications.
The use of existing and developing technologies is an increasingly
important component of human societies throughout the civilized world.
Historically, technologies have been developed and utilized first in the US and
then spread to the rest of the world. The manager believes that this wave of
technology offers global investment opportunities today resulting from the
following trends in the information and technology fields: Telecommunications
privatization, deregulation, and infrastructure spending; mobile communications;
multimedia; and mobile computing.
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<PAGE>
===============================
Seligman Henderson
International
Fund
- -------------------------------
Annual Report
October 31, 1994
- -------------------------------
An International Capital
Appreciation Fund
===============================
<PAGE>
================================================================================
To the Shareholders
- --------------------------------------------------------------------------------
We are pleased to provide you with Seligman Henderson International Fund's Third
Annual Report to shareholders. During the past fiscal year ended October 31,
1994, your Fund's Class A net asset value rose 10.6%, from $15.98 per share on
October 31, 1993, to $17.67 per share on October 31, 1994. Your Fund's Class D
net asset value rose 9.8%, from $15.96 per share to $17.53 per share for the
same period.
Economic and Market Background
During the past six months, the overall picture among international markets
was one of steadily improving economies. In Continental Europe, virtually all
countries have seen positive economic recoveries, particularly Germany where
healthy demand for exports led better-than-expected economic statistics. Despite
the strong Deutschmark, demand for German capital goods was quite healthy,
boosting industrial production. This improved confidence and prompted Germany's
main economic institutes to revise their GDP forecasts upward for both this year
and next. France experienced similar improvements; it has benefited from the
earlier domestic economic stimulatory measures made by the French authorities,
and the fact that Germany is its largest trading partner. The strength of
Germany and France, Europe's two largest economies, has been beneficial to
countries elsewhere in Continental Europe.
In the UK, the economy continues to perform satisfactorily. Growth is
reasonably balanced with exports and capital spending leading the way, rather
than consumption as in the past. Also, inflation remains relatively low,
resulting in the best growth/inflation trade-off seen in many years.
In Asia, there has been reasonable improvement in Japan's economy. The
previous stimulatory actions finally began to take effect, while consumer
spending has not been as weak as initially feared; this positive news was a
catalyst for the first rise in industrial production on a year-on-year basis in
three years. Growth is likely to be patchy in the future, but the economy is
clearly on the mend. Elsewhere in Asia, there is continued positive news on the
growth front with inflation remaining stable. China is the only problem area;
inflation remains too high and will require remedial action.
While the fundamental economic background has been positive, stock markets
have generally been held back by weak bond markets, particularly in Europe and
Japan. The strengthening of the global economic recovery has led to growing
investor fears of an upturn in inflation. The US Federal Reserve Board's six
interest rate increases have done little to calm these fears. Consequently, in
both the US and throughout Europe, bond yields have risen and prices have
declined sharply, putting pressure on equity valuations. To date, however,
equity markets have proven relatively resilient.
Portfolio Comments
We made little modification to our portfolio strategy during the past six
months. The weighting of cash remains relatively high as equity market
valuations, in some cases, look a little overvalued. In Continental Europe we
remain overweighted in both France and the Netherlands, while underweighted in
Germany and Switzerland. We felt it prudent to trim the weightings of several
countries, particularly the UK. As a result, we sold both Carlton Communications
and Scottish Power. In Japan, we reduced the holdings in cyclical stocks through
1
<PAGE>
================================================================================
To the Shareholders (continued)
- --------------------------------------------------------------------------------
reductions of both Nippon Paper and NSK, but we purchased several new holdings
such as Nippon Telegraph & Telephone and East Japan Railway, both of which are
government privatizations that had fallen sharply and now offer reasonable
value. Overall, the weighting in Japan has risen. Some reductions were made
elsewhere in the Pacific, specifically in Malaysia and Singapore, largely
through reductions of existing holdings. By contrast, we increased the weighting
in Thailand through the addition of TPI Polene.
Outlook
Looking forward, we anticipate stock markets to improve over the next 12
months. Corporate profits should grow satisfactorily in the UK and Asia, and
continue to show a strong recovery in Continental Europe and Japan. However, the
continuing rise in bond yields may hold stock markets back in the short term. We
foresee some stability in due course as real yields are now attractive, however
the timing remains uncertain. Overall, the fundamental economic background is
positive, and our strategy will be to reduce cash as opportunities arise,
focusing on both Japan and Continental Europe.
A detailed look at your Fund's longer-term investment results, portfolio
holdings, and audited financial statements for the fiscal year ended October 31,
1994, begins on page 3.
By order of the Board of Directors,
/s/ William C. Morris /s/ Ronald T. Schroeder /s/ Iain C. Clark
William C. Morris Ronald T. Schroeder Iain C. Clark
Chairman President Chief Investment Officer
Seligman Henderson Co.
December 2, 1994
2
<PAGE>
================================================================================
Portfolio Overview
- --------------------------------------------------------------------------------
[Photo]
Your Portfolio Manager
Iain C. Clark is the Chief Investment Officer of Seligman Henderson Co. Mr.
Clark is also the Head of International Investment for, and a Director of,
Henderson Administration Group plc, an investment manager in London, England. He
has been with Henderson since 1985.
Percentage of Investments by Country as of October 31, 1994
Japan .................................................. 34.5%
United Kingdom ......................................... 13.4
France ................................................. 7.1
Germany ................................................ 4.1
Switzerland ............................................ 4.0
Mexico ................................................. 3.9
Netherlands ............................................ 3.5
Australia .............................................. 3.1
Singapore .............................................. 2.8
Thailand ............................................... 2.7
Italy .................................................. 2.6
India .................................................. 2.5
Hong Kong .............................................. 2.1
Malaysia ............................................... 2.1
Spain .................................................. 2.0
Sweden ................................................. 1.6
Indonesia .............................................. 1.1
Denmark ................................................ 1.0
Finland ................................................ 1.0
Korea .................................................. 1.0
Taiwan ................................................. 1.0
Argentina .............................................. 0.9
Belgium ................................................ 0.9
Norway ................................................. 0.7
Portugal ............................................... 0.5
-----
Total .................................................. 100.0%
=====
3
<PAGE>
================================================================================
Portfolio Overview (continued)
- --------------------------------------------------------------------------------
Largest Portfolio Changes*
May 1, 1994 to October 31, 1994
Shares
------------------------
Holdings
Additions Increase 10/31/94
- --------- -------- --------
Common Stocks
CSK ............................................ 36,000 36,000
Daiwa House Industry ........................... 65,000 169,000
East Japan Railway ............................. 522 522
Fuji Bank ...................................... 40,000 78,000
Nippon Telegraph & Telephone ................... 282 282
Pioneer Electronic ............................. 32,000 95,000
Sumitomo Trust and Banking ..................... 58,000 95,000
Tesco .......................................... 230,000 230,000
Toshiba ........................................ 195,000 335,000
Yamaha ......................................... 106,000 175,000
Holdings
Reductions Decrease 10/31/94
- ---------- -------- --------
Common Stocks
Carlton Communications ................... 43,000 --
City Developments .............................. 87,680 176,920
Electrabel ..................................... 2,200 --
Honda Motor .................................... 100,000 --
Inchcape ....................................... 55,000 --
Nippon Paper ................................... 135,000 169,000
Nippon Television Network ...................... 1,720 5,580
NSK ............................................ 152,000 84,000
Sharp .......................................... 105,000 --
Volkswagen ..................................... 1,150 --
- ------------
* Largest portfolio changes from the previous period to the current period
are based on cost of purchases and proceeds from sales of securities.
Major Portfolio Holdings
at October 31, 1994
Security Value
- ------- -----------
Toshiba .................................................. $2,642,643
Nippon Telegraph & Telephone ............................. 2,635,106
East Japan Railway ....................................... 2,603,263
Pioneer Electronic ....................................... 2,481,673
Mitsubishi Rayon ......................................... 2,408,828
Daiwa House Industry ..................................... 2,338,255
Yamaha ................................................... 2,330,924
Fuji Bank ................................................ 1,731,544
Nippon Television Network ................................ 1,428,849
Sumitomo Trust and Banking ............................... 1,383,067
4
<PAGE>
================================================================================
Performance Comparison Chart and Table October 31, 1994
- --------------------------------------------------------------------------------
This chart compares a $10,000 hypothetical investment made in Seligman Henderson
International Fund Class A shares, with and without the maximum initial sales
charge of 4.75%, since the commencement of investment operations on April 7,
1992, through October 31, 1994, to a hypothetical $10,000 investment made in the
Europe-Australia-Far East Index (EAFE Index) for the same period. The
performance of Seligman Henderson International Fund Class D shares is not shown
in this chart, but is included in the table below. It is important to keep in
mind that the EAFE Index excludes the effects of any fees or sales charges.
[The table below was represented as a graph in the printed material]
Class A Class A
International Without With EAFE Index
------------- ------- -------- ----------
4/2/92 $10000 $9524 $10000
4/30/92 10117 9635 10031
5/31/92 10492 9992 10685
6/30/92 10250 9762 10161
7/31/92 9917 9444 9883
8/31/92 10275 9786 10485
9/30/92 10225 9738 10260
10/31/92 9908 9437 9706
11/30/92 9950 9476 9781
12/31/92 10078 9598 9816
1/31/93 10145 9662 9800
2/28/93 10296 9805 10081
3/31/93 11056 10530 10944
4/30/93 11833 11270 11967
5/31/93 12092 11516 12203
6/30/93 11716 11158 11997
7/31/93 12017 11445 12402
8/31/93 12844 12233 13056
9/30/93 12836 12225 12747
10/31/93 13354 12718 13124
11/30/93 12811 12201 11961
12/31/93 13842 13183 12810
1/31/94 14714 14012 13877
2/28/94 14388 13703 13823
3/31/94 13740 13086 13212
4/30/94 14329 13646 13756
5/31/94 14371 13687 13661
6/30/94 14184 13508 13838
7/31/94 14670 13971 13954
8/31/94 15147 14426 14268
9/30/94 14644 13947 13801
10/31/94 15071 14353 14243
The table below shows the average annual total returns for the one-year and
since-commencement-of-investment-operations periods through October 31, 1994,
for Seligman Henderson International Fund Class A shares, with and without the
maximum initial sales charge of 4.75%, and for the EAFE Index. Also included in
the table are the average annual total returns for the one-year and
since-inception periods through October 31, 1994, for Seligman Henderson
International Fund Class D shares, with and without the effect of the 1%
contingent deferred sales load ("CDSL") imposed on shares redeemed within one
year of purchase, and for the EAFE Index.
Average Annual Total Returns
One Since
Year 4/7/92*
----- --------
Seligman Henderson
International Fund
Class A with sales charge 7.47% 15.12%
Class A without sales charge 12.85 17.33
EAFE Index 8.53 14.77
* Commencement of investment operations.
Since
One Inception
Year 9/21/93
----- --------
Seligman Henderson
International Fund
Class D with CDSL 11.03% N/A
Class D without CDSL 12.03 15.55%
EAFE Index 8.53 10.52
No adjustment was made to performance for periods prior to September 21, 1993,
the commencement date for the annual Administration, Shareholder Services, and
Distribution Plan fee of up to 0.25% of average daily net assets of Class A
shares. The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders. Performance data quoted represent changes in
prices and assume that all distributions within the periods are invested in
additional shares. The investment return and principal value of an investment
will fluctuate so that shares, if redeemed, may be worth more or less than their
original cost.
Past performance is not indicative of future investment results.
5
<PAGE>
================================================================================
Portfolio of Investments
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Common Stocks--86.8%
Banking--11.6%
ABN-AMRO Holdings (Netherlands)
Worldwide banking operation .............................................................. 15,990 $ 568,092
Banco de Santander (Spain)
Worldwide banking operation .............................................................. 11,266 453,166
Credito Italiano (Italy)
European banking operation ............................................................... 606,890 644,586
Credito Italiano Warrants* (Italy)
European banking operation ............................................................... 606,890 44,999
C.S. Holdings (Switzerland)
Worldwide banking operation .............................................................. 1,000 436,754
C.S. Holdings Warrants* (Switzerland)
Worldwide banking operation .............................................................. 800 6,683
Deutsche Bank (Germany)
Worldwide banking operation .............................................................. 1,500 745,811
Fuji Bank (Japan)
Worldwide banking operation .............................................................. 78,000 1,731,544
Grupo Financiero Banamex Accival (Series C) (Mexico)
One of the largest financial companies in Mexico involved in banking
and stockbroking ....................................................................... 1,500 9,937
Grupo Financiero Banamex Accival (Series L) (Mexico)
One of the largest financial companies in Mexico involved in banking
and stockbroking ....................................................................... 90,000 597,554
Lloyds Bank (UK)
Banking operation engaged in a full range of financial services,
principally in the UK .................................................................. 60,000 563,438
Malayan Banking (Malaysia)
Provider of banking services ............................................................. 89,000 605,869
Siam Commercial Bank (Thailand)
Provider of banking services ............................................................. 70,000 724,719
Sumitomo Trust and Banking (Japan)
Trust bank ............................................................................... 95,000 1,383,067
United Overseas Bank (Singapore)
Comprehensive banking operation, with substantial interests in Malaysia .................. 97,550 1,069,860
----------
9,586,079
----------
Chemicals--2.0%
Akzo Nobel (Netherlands)
Producer of chemicals, fibers, paints, hospital supplies, and
diagnostics ............................................................................ 5,150 650,317
Bayer (Germany)
Producer of specialty chemicals, pharmaceuticals, and plastics ........................... 2,500 587,932
Toyo Ink Manufacturing (Japan)
Ink manufacturer ......................................................................... 63,000 439,732
----------
1,677,981
----------
Commercial Services--0.7%
Kvaerner Industries (Norway)
Engineering company, specializing in shipbuilding ........................................ 13,200 547,140
----------
</TABLE>
6
<PAGE>
================================================================================
October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Computer Software--0.6%
Cap Gemini Sogeti (France)
Designer of customized software; management training, and consulting ....................... 15,000 $ 546,117
-----------
Construction and Property--6.4%
City Developments (Singapore)
A major property developer in Singapore .................................................... 176,920 1,042,478
Daiwa House Industry (Japan)
Builder of steel framed pre-fabricated houses .............................................. 169,000 2,338,255
Grupo Tribasa ADRs* (Mexico)
A road construction and concession company, principally around Mexico City ................. 25,000 784,375
Hochtief (Germany)
Construction company ....................................................................... 830 518,198
LaFarge Coppee (France)
Global manufacturer of building materials, including cement and concrete ................... 7,618 603,943
-----------
5,287,249
-----------
Consumer Products--4.2%
Cifra (Mexico)
High-quality retailer associated with Wal-Mart ............................................. 220,000 622,714
CSK (Japan)
Information services company ............................................................... 36,000 1,208,054
Nestle (Switzerland)
Allied companies engaged in food processing, lodging,
pharmaceuticals, and cosmetics ............................................................ 690 644,439
President Enterprises GDRs* (Taiwan)
Vertically integrated food company ......................................................... 3,363 63,064
Unilever (UK)
A major producer of consumer goods and personal care products .............................. 50,000 930,884
-----------
3,469,155
-----------
Electronics--7.6%
Farnell Electronics (UK)
Manufacturer and distributor of electronic and electrical equipment ........................ 77,000 633,639
Pioneer Electronic (Japan)
Manufacturer of audio equipment, including laser disks ..................................... 95,000 2,481,673
Schneider* (France)
Electrical distribution and industrial control products .................................... 7,200 541,049
Schneider Warrants* (France)
Electrical distribution and industrial control products .................................... 367 3,264
Toshiba (Japan)
One of Japan's largest industrial and consumer electronics companies ....................... 335,000 2,642,643
-----------
6,302,268
-----------
Financial Services--0.7%
Skandia Forsakrings (Sweden)
Provider of insurance and related financial services ....................................... 31,000 564,891
-----------
</TABLE>
7
<PAGE>
================================================================================
Portfolio of Investments (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Health and Household--0.4%
Roche Holdings (Switzerland)
European pharmaceutical company and chemicals producer .................................... 75 $ 333,234
-----------
Industrial Goods and Services--2.6%
BBC Brown Boverie (Switzerland)
Manufacturer of heavy equipment for electric power generation and
distribution ............................................................................. 750 643,198
Bekaert (Belgium)
Producer of steel wire for the automotive and construction industries ...................... 900 698,125
BTR (UK)
Global company that manufactures a broad range of industrial goods ......................... 165,000 828,719
-----------
2,170,042
-----------
Insurance--4.2%
Assicurazioni Generali (Italy)
Provider of life and non-life insurance services and investment and
related activities ....................................................................... 28,500 713,659
Axa (France)
Provider of financial services and insurance ............................................... 13,428 622,381
Internationale Nederlanden (Netherlands)
Worldwide underwriter of re-insurance; provider of financing and
consumer credit .......................................................................... 12,935 605,321
Legal & General (UK)
A major insurance company operating primarily in the UK .................................... 85,000 617,426
Muenchener Ruckversicherung* (Germany)
Munich-based re-insurance business ......................................................... 281 517,533
Muenchener Ruckversicherung Warrants* (Germany)
Munich-based re-insurance business ......................................................... 31 3,937
Zurich Versicherung (Switzerland)
Provider of insurance services ............................................................. 430 391,687
-----------
3,471,944
-----------
Leisure and Hotels--1.1%
Granada Group (UK)
Television group with additional leisure interests ......................................... 105,000 896,692
-----------
Manufacturing--6.7%
Delta Group (UK)
Cable, electrical equipment, and building products manufacturer ............................ 51,000 360,443
FKI Babcock (UK)
Electrical engineering company ............................................................. 200,000 516,976
Gadjah Tungal* (Indonesia)
Tire manufacturer .......................................................................... 394,000 669,219
Michelin (France)
Tire manufacturer .......................................................................... 10,000 418,447
TPI Polene (Thailand)
Manufacturer of polyethylene ............................................................... 94,000 1,014,687
TPI Polene Rights* (Thailand)
Manufacturer of polyethylene ............................................................... 23,500 244,242
</TABLE>
8
<PAGE>
================================================================================
October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Yamaha (Japan)
Manufacturer of musical instruments and audio equipment .................................... 175,000 $ 2,330,924
-----------
5,554,938
-----------
Media--5.6%
News Corp. (Australia)
Global printer and publisher of professional trade journals and magazines .................. 191,620 1,180,906
Nippon Television Network (Japan)
Japanese television broadcasters ........................................................... 5,580 1,428,849
Reed Elsevier (Netherlands)
Global printer and publisher of professional trade journals and magazines .................. 80,000 816,133
Reuters Holdings (UK)
Holding company for the Reuters news organization .......................................... 92,000 719,447
WPP Group (UK)
Owner of major global advertising agencies ................................................. 290,000 526,628
-----------
4,671,963
-----------
Metals--2.7%
Alusuisse-Lonza (Switzerland)
Conglomerate with interests in aluminum production, chemicals, and packaging ............... 1,000 498,011
Hindalco GDRs* (India)
A large aluminum producer................................................................... 30,000 1,012,500
Hindalco Warrants* (India)
A large aluminum producer .................................................................. 6,500 22,750
NSK (Japan)
Manufacturer of ball bearings .............................................................. 84,000 679,979
-----------
2,213,240
-----------
Packaging and Paper--2.3%
Nippon Paper (Japan)
Largest Japanese paper manufacturer ....................................................... 169,000 1,334,899
Stora Kopparbergs (Sweden)
Manufacturer of forestry products ......................................................... 9,400 585,784
-----------
1,920,683
-----------
Resources--5.0%
British Petroleum (UK)
Oil producer, refiner, and distributor .................................................... 155,000 1,103,073
Broken Hill Proprietary (Australia)
The largest resources company in Australia with interests in steel, oil, and minerals ..... 73,000 1,118,740
Repsol (Spain)
Oil explorer, refiner, and distributor .................................................... 16,000 511,780
Societe Nationale ELF Aquitaine (France)
Oil and gas exploration; manufacturer of chemical compounds ............................... 10,252 757,454
YPF Sociedad Anonima ADRs (Argentina)
Oil and gas producer ...................................................................... 27,000 651,375
-----------
4,142,422
</TABLE>
9
<PAGE>
================================================================================
Portfolio of Investments (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Retailing--3.3%
Carrefour Supermarche (France)
Supermarket operator in Europe, the Americas, and Taiwan .................................. 1,970 $ 868,330
Karstadt (Germany)
Retailer .................................................................................. 1,600 664,894
Modelo Continente (Portugal)
Operator of hypermarkets in Portugal that sell food, clothing, and household goods ........ 3,025 294,234
Tesco (UK)
Supermarket chain.......................................................................... 230,000 882,377
-----------
2,709,835
-----------
Telecommunications--6.9%
Grupo Carso ADRs*+ (Mexico)
Holding company with a substantial stake in Telmex and a number of industrial subsidiaries 35,000 770,000
Hong Kong Telecommunications (Hong Kong)
Provider of telecommunications services .................................................. 210,000 449,786
Indosat Satellite ADRs (Indonesia)
Provider of international telecommunications services .................................... 3,600 141,300
Nippon Telegraph & Telephone (Japan)
Telecommunications company ............................................................... 282 2,635,106
Syarikat Telecom Malaysia (Malaysia)
A major telecommunications provider ...................................................... 56,000 453,521
Tele Danmark (Denmark)
Provider of telecommunications services .................................................. 12,400 714,169
Telefonica de Espana (Spain)
A major telecommunications provider ...................................................... 38,400 519,831
-----------
5,683,713
-----------
Textiles--3.7%
Mitsubishi Rayon (Japan)
Textile manufacturer ..................................................................... 515,000 2,408,828
Tuntex Distinct GDRs* (Taiwan)
Conglomerate with interests in chemicals and real estate ................................. 61,984 697,320
-----------
3,106,148
-----------
Tobacco--1.1%
B.A.T. Industries (UK)
Manufacturer of tobacco and a financial services company ................................. 130,000 933,665
-----------
Transportation--5.6%
British Airways (UK)
Europe's largest operator of domestic and international scheduled air services ........... 71,750 414,362
East Japan Railway (Japan)
Provider of railway services ............................................................. 522 2,603,263
Perusahaan Otomobil Nasional (Malaysia)
Assembler of motor cars ................................................................. 128,000 478,247
</TABLE>
10
<PAGE>
- --------------------------------------------------------------------------------
October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares or
Prin. Amt. Value
----------- -----
<S> <C> <C>
Transportation (continued)
Swire Pacific (Hong Kong)
Conglomerate with major interests in property development and aviation ................... 148,000 shs $ 1,130,063
-----------
4,625,935
-----------
Utilities--1.8%
Alcatel Alsthom (France)
Telecommunications, electric power generation, and transmission networks ................. 4,955 454,128
Cie Generale des Eaux (France)
Developer and manager of public utility services ......................................... 5,400 494,388
Italgas (Italy)
Gas distributor .......................................................................... 175,000 534,959
-----------
1,483,475
-----------
Total Common Stocks (Cost $63,889,739) ..................................................... 71,898,809
-----------
Convertible Bonds--1.9%
Banking--0.1%
Banco Nacional de Mexico (Mexico) 7.00%, due 12/15/1999
Banking services ......................................................................... $ 80,000 88,800
-----------
Conglomerate--0.9%
Daewoo (Korea) Zero Coupon Bond due 12/31/2004*
Conglomerate with interests in construction, shipbuilding, and auto production ............ 890,000 730,356
-----------
Manufacturing--0.9%
Gujarat Ambuja (India) 3 1/2% due 6/30/1999
Cement manufacturer ...................................................................... 450,000 793,688
-----------
Total Convertible Bonds (Cost $1,530,068) .................................................. 1,612,844
-----------
Preferred Stock--0.9% (Cost $237,173)
Electronics--0.9%
Nokia (Finland)
Cellular phone company .................................................................. 4,800 shs 724,902
-----------
Total Investments--89.6% (Cost $65,656,980) ................................................ 74,236,555
Other Assets Less Liabilities--10.4% ....................................................... 8,588,085
-----------
Net Assets--100.0% ......................................................................... $82,824,640
===========
</TABLE>
____________
*Non-income producing security.
+Rule 144A security.
Descriptions of companie have not been audited by Deloitte & Touche LLP.
See notes to financial statements.
11
<PAGE>
================================================================================
Statement of Assets and Liabilities October 31, 1994
- -------------------------------------------------------------------------------
Assets:
Investments, at value:
Common stocks (cost $63,889,739) .................. $71,898,809
Convertible bonds (cost $1,530,068) ............... 1,612,844
Preferred stock (cost $237,173) ................... 724,902 $74,236,555
-----------
Cash ................................................ 8,086,398
Receivable for Capital Stock sold ................... 475,865
Receivable for dividends and interest ............... 269,492
Expenses prepaid to shareholder service agent ....... 48,636
Deferred organizational expenses .................... 17,135
Other ............................................... 7,394
-----------
Total Assets ........................................ 83,141,475
-----------
Liabilities:
Net unrealized depreciation on forward currency
contracts ......................................... 102,459
Payable for Capital Stock repurchased ............... 59,941
Payable for securities purchased .................... 2,059
Accrued expenses, taxes, and other .................. 152,376
-----------
Total Liabilities ................................... 316,835
-----------
Net Assets .......................................... $82,824,640
===========
Composition of Net Assets:
Capital Stock, at par ($.001 par value;
25,000,000 shares authorized; 4,695,683 shares
outstanding):
Class A ........................................... $ 3,560
Class D ........................................... 1,136
Additional paid-in capital .......................... 70,850,680
Accumulated net investment loss ..................... (6,566)
Undistributed net realized gain on investments ...... 3,486,450
Net unrealized appreciation of investments .......... 4,291,546
Net unrealized appreciation on translation of assets
and liabilities denominated in foreign currencies
and forward currency contracts .................... 4,197,834
-----------
Net Assets .......................................... $82,824,640
===========
Net Asset Value per share:
Class A ($62,922,033 / 3,560,488 shares) .......... $17.67
===========
Class D ($19,902,607 / 1,135,195 shares) .......... $17.53
===========
- -----------
See notes to financial statements.
12
<PAGE>
================================================================================
Statement of Operations For the year ended October 31, 1994
- --------------------------------------------------------------------------------
Investment income:
Dividends (net of foreign taxes withheld of $129,419) .$ 926,571
Interest .............................................. 255,515
-----------
Total income........................................... $1,182,086
Expenses:
Management fee ........................................ 599,767
Distribution and service fees.......................... 142,421
Shareholder account services........................... 115,076
Custody and related services........................... 110,137
Audit and legal fees................................... 54,130
Registration........................................... 53,264
Shareholder reports and communications................. 11,705
Directors' fees and expenses........................... 10,713
Amortization of organizational expenses................ 5,954
Miscellaneous.......................................... 3,423
-----------
Total expenses ........................................ 1,106,590
-----------
Net investment income.................................. 75,496
Net realized and unrealized gain (loss) on
investments and foreign currency transactions:
Net realized gain on investments....................... 3,522,706
Net realized gain from foreign currency transactions... 24,244
Net change in unrealized appreciation of investments... (1,230,974)
Net change in unrealized depreciation on translation of
assets and liabilities denominated in foreign
currencies and forward currency contracts............ 4,659,861
-----------
Net gain on investments and foreign
currency transactions ............................... 6,975,837
-----------
Increase in net assets from operations................. $7,051,333
===========
- ------------
See notes to financial statements.
13
<PAGE>
================================================================================
Statements of Changes in Net Assets
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended October 31
------------------------
1994 1993
----------- -----------
<S> <C> <C>
Operations:
Net investment income ............................................. $ 75,496 $ 50,935
Net realized gain on investments .................................. 3,522,706 610,459
Net realized gain from foreign currency transactions............... 24,244 247,858
Net change in unrealized appreciation/depreciation of investments.. (1,230,974) 5,664,621
Net change in unrealized appreciation/depreciation on translation
of assets and liabilities denominated in foreign currencies and
forward currency contracts....................................... 4,659,861 (520,922)
----------- -----------
Increase in net assets from operations ............................ 7,051,333 6,052,951
----------- -----------
Distribution to shareholders:
Net investment income--Class A..................................... (25,793) (42,633)
Net realized gain on investments:
Class A ......................................................... (762,068) --
Class D ......................................................... (83,469) --
---------- -----------
Decrease in net assets from distributions.......................... (871,330) (42,633)
---------- -----------
Capital share transactions:* Shares
--------------------------
Year ended October 31
--------------------------
1994 1993
-------- --------
Net proceeds from sale of shares:
Class A .................................. 1,527,360 890,532 25,380,280 13,016,819
Class D .................................. 1,103,072 103,611 18,420,000 1,632,610
Shares issued in payment of dividend--Class A 545 1,136 966 13,739
Shares issued in payment of gain distributions:
Class A .................................. 44,311 -- 722,715 --
Class D .................................. 4,297 -- 70,003 --
Exchanged from associated Funds:
Class A .................................. 144,172 47,267 2,407,044 724,763
Class D .................................. 53,559 -- 909,398 --
----------- ----------- ----------- -----------
Total ...................................... 2,877,316 1,042,546 47,910,406 15,387,931
----------- ----------- ----------- -----------
Cost of shares repurchased:
Class A .................................. (194,987) (75,056) (3,283,415) (980,781)
Class D .................................. (36,905) (324) (620,963) (5,190)
Exchanged into associated Funds:
Class A .................................. (34,565) (25,214) (585,482) (309,798)
Class D .................................. (92,115) -- (1,558,697) --
----------- ----------- ----------- -----------
Total ...................................... (358,572) (100,594) (6,048,557) (1,295,769)
----------- ----------- ----------- -----------
Increase in net assets from capital
share transactions ....................... 2,518,744 941,952 41,861,849 14,092,162
=========== =========== ----------- -----------
Increase in net assets ..................................................... 48,041,852 20,102,480
Net Assets:
Beginning of year........................................................... 34,782,788 14,680,308
----------- -----------
End of year (including accumulated net investment
income (loss) of $(6,566) and $22,201, respectively) ..................... $82,824,640 $34,782,788
=========== ===========
________________
*The Fund began offering Class D shares on September 21, 1993.
See notes to financial statements.
</TABLE>
14
<PAGE>
================================================================================
Notes to Financial Statements
- -------------------------------------------------------------------------------
1. Seligman Henderson International Fund (the "Fund") is a series of Seligman
Henderson Global Fund Series, Inc. (the "Corporation"). The Corporation has
50,000,000 shares of Capital Stock authorized. The Board of Directors, at its
discretion, may classify any unissued shares of Capital Stock between the Fund
and the other series of the Corporation. As of October 31, 1994, the Board of
Directors had classified a total of 25,000,000 shares for the Fund.
Effective September 21, 1993, the Fund began offering two classes of
shares. All shares existing prior to September 21, 1993, have been classified as
Class A shares. 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 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 the Fund 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 amounts of dividends, interest and foreign withholding taxes recorded
on the Fund's books and the U.S. dollar equivalent of the amounts actually
15
<PAGE>
================================================================================
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
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 effects of changes in foreign exchange
rates from the fluctuations arising from changes in the market prices of
the portfolio securites 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. The Fund 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 reclassification will have no effect
on net assets, results of operations, or net asset value per share of the
Fund.
As a result of such permanent differences, $102,714 has been reclas-
sified to increase undistributed net realized gain on investments at
October 31, 1994.
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 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
16
<PAGE>
================================================================================
- --------------------------------------------------------------------------------
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.
3. Purchases and sales of portfolio securities, excluding short-term
investments, for the year ended October 31, 1994, amounted to $59,659,413 and
$21,777,641, respectively. At October 31, 1994, 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, amounted to $10,163,327 and $1,583,752, respectively.
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 year ended October 31, 1994, the Manager,
at its discretion, waived a portion of its fees equal to $18,921.
Seligman Financial Services, Inc. (the "Distributor"), agent for the
distribution of Fund shares and an affiliate of the Manager, received
commissions of $24,205 from the sale of Class A shares after concessions of
$274,339 paid to dealers.
Effective September 21, 1993, the Fund adopted 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 year ended October 31, 1994,
fees paid aggregated $28,972, or 0.06% per annum of the average daily net assets
of Class A shares.
Effective September 21, 1993, the Fund adopted 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 year ended October 31, 1994, fees paid amounted to $113,449, or 1% per
annum of the average daily net assets of Class D shares.
The Distributor is entitled to retain any CDSL imposed on certain
redemptions of Class D shares occurring within one year of purchase. For the
year ended October 31, 1994, such charges amounted to $5,313.
Seligman Data Corp., formerly Union Data Service Center, Inc., which is
owned by certain associated investment companies, charged the Fund at cost,
$115,076 for shareholder account services.
Certain officers and directors of the Fund are officers or directors of
the Manager, the Subadviser, the Distributor, and/or Seligman Data Corp.
17
<PAGE>
================================================================================
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
Fees of $13,841 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 annual cost of such fees and interest is included in directors'
fees and expenses, and the accumulated balance thereof at October 31, 1994, of
$6,566 is included in other liabilities.
5. Class-specific expenses charged to Class A and Class D for the year ended
October 31, 1994, which are included in the corresponding captions of the
Statement of Operations, were as follows:
Class A Class D
------- -------
Distribution and service fees ...... $28,972 $113,449
Registration ....................... 19,775 17,649
Shareholder reports and
communications ....... ......... 856 422
6. At October 31, 1994, the Fund had an outstanding forward exchange currency
contract to sell foreign currency as follows:
<TABLE>
<CAPTION>
In
Settlement Contract Exchange Unrealized
Date to Deliver For Depreciation
------------ ------------------ --------------- --------------
<S> <C> <C>
1/20/95 JPY 1 1875,520,000 $9,000,000 $102,459
</TABLE>
1 Japanese Yen
================================================================================
Financial Highlights
- -------------------------------------------------------------------------------
The Fund's financial highlights are presented on the following page. The per
share operating performance data is designed to allow investors to trace the
operating performance, on a per share basis, from the Fund's 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.
18
<PAGE>
================================================================================
Financial Highlights (continued)
- -------------------------------------------------------------------------------
The total return based on net asset value measures the Fund's performance
assuming investors purchased Fund 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 the Fund. The total
returns for periods of less than one year are not annualized.
<TABLE>
<CAPTION>
Class A Class D
--------------------------------- -------------------
Year ended October 31 4/7/92* Year 9/21/93**
--------------------- to ended to
1994 1993 10/31/92 10/31/94 10/31/93
-------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value, beginning of period ................. $15.98 $11.89 $12.00 $15.96 $15.23
------ ------ ------ ------ ------
Net investment income (loss) ......................... 0.04 0.04 0.08 (0.09) (0.03)
Net realized and unrealized gain (loss) on investments 0.91 4.25 (0.23) 0.91 1.17
Net realized and unrealized gain (loss) on
foreign currency transactions....................... 1.08 (0.17) 0.04 1.08 (0.41)
------ ------ ------ ------ ------
Increase (decrease) from investment operations........ 2.03 4.12 (0.11) 1.90 0.73
Dividends paid........................................ (0.01) (0.03) -- -- --
Distributions from net gain realized.................. (0.33) -- -- (0.33) --
------ ------ ------ ------ ------
Net increase (decrease) in net asset value............ 1.69 4.09 (0.11) 1.57 0.73
------ ------ ------ ------ ------
Net asset value, end of period........................ $17.67 $15.98 $11.89 $17.53 $15.96
====== ====== ====== ====== ======
Total return based on net asset value................. 12.85% 34.78% (0.92)% 12.03% 4.79%
Ratios/Supplemental Data:***
Expenses to average net assets........................ 1.63% 1.75% 1.75%+ 2.50% 2.50%+
Net investment income (loss) to average net assets 0.27% 0.27% 1.25%+ (0.53)% (1.86)%+
Portfolio turnover............................... 39.59% 46.17% 12.77% 39.59% 46.17%++
Net assets, end of period (000's omitted)........ $62,922 $33,134 $14,680 $19,903 $1,648
Without expense reimbursement:
Net investment income (loss) per share........... $(0.04) -- $(0.11) $(0.11)
Expenses to average net assets................... 2.30% 2.92%+ 2.67% 8.49%+
Net investment income (loss) to average net assets (0.28)% 0.08%+ (0.70)% (7.84)%+
</TABLE>
__________________
* Commencement of investment operations of Class A shares.
** Commencement of offering of Class D shares.
*** The Manager and Subadviser, at their discretion, waived all or 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.
19
<PAGE>
================================================================================
Report of Independent Auditors
- -------------------------------------------------------------------------------
The Board of Directors and Shareholders,
Seligman Henderson International Fund:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Seligman Henderson International Fund as of
October 31, 1994, and the related statements of operations for the year then
ended and of changes in net assets for each of the years in the two-year period
then ended, and the financial highlights for the periods presented. These
financial statements and the 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 October
31, 1994 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 Seligman Henderson
International Fund as of October 31, 1994, the results of its operations, the
changes in its net assets, and the financial highlights for the respective
stated periods, in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
December 2, 1994
20
<PAGE>
================================================================================
Board of Directors
- --------------------------------------------------------------------------------
Fred E. Brown
Director and Consultant,
J. & W. Seligman & Co. Incorporated
Alice S. Ilchman 3
President, Sarah Lawrence College
Trustee, Committee for Economic Development
Director, NYNEX
Trustee, The Rockefeller Foundation
John E. Merow
Chairman and Senior 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
Douglas R. Nichols, Jr. 2
Management Consultant
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
Herman J. Schmidt 2
Director, H.J. Heinz Company
Director, HON Industries, Inc.
Director, MAPCO, Inc.
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
Brian T. Zino 1
Managing Director, J. & W. Seligman & Co. Incorporated
- ---------------
Member: 1 Executive Committee
2 Audit Committee
3 Director Nominating Committee
21
<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. (formerly,
Union Data Service Center, Inc.)
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
22
<PAGE>
Seligman Henderson Co.
1100 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 Internatinal Fund, which
contains information about the sales charges, management fee and
other costs. Please read the prospectus carefully before investing or
sending money.
EQSHI2 10/94
<PAGE>
=====================================================
Seligman Henderson
Global
Emerging
Companies
Fund
-------------------------
Annual Report
October 31, 1994
-------------------------
A Global Capital
Appreciation Fund
=====================================================
<PAGE>
To the Shareholders
We are pleased to provide you with Seligman Henderson Global Emerging Companies
Fund's Third Annual Report to shareholders. During the past fiscal year ended
October 31, 1994, your Fund's Class A net asset value rose 19.5%, from $9.98 per
share on October 31, 1993, to $11.93 per share on October 31, 1994. Your Fund's
Class D net asset value rose 18.7%, from $9.94 per share to $11.80 per share for
the same period.
Economic and Market Background
During the past six months the overall picture was one of steadily
improving economies. In particular, the economic statistics from the US,
Germany, and Japan have been generally better than expected.
In the US, despite the Federal Reserve Board's six interest rate increases
thus far in 1994, the economy remains robust. Exports and capital investments
continue to be notably firm, however, inflation figures remain well under
control. This is because, despite rising commodity prices, unit-labor costs
continued to show only very modest increases. In the UK the economy continues to
perform satisfactorily. Growth is reasonably balanced with exports and capital
spending leading the way, rather than consumption as in the past. Also,
inflation remains very low, giving the best growth/inflation trade-off seen in
many years.
In Continental Europe, virtually all countries have seen positive economic
recoveries, particularly Germany where healthy demand for exports led
better-than-expected economic statistics. Despite the strong Deutschmark, demand
for German capital goods was quite healthy, boosting industrial production. This
resulted in improved confidence and prompted Germany's main economic institutes
to revise their GDP forecasts upward for both this year and next. France
experienced similar improvements; it has benefited from the earlier domestic
economic stimulatory measures made by the French authorities, and the fact that
Germany is its largest trading partner. The strength of Germany and France,
Europe's two largest economies, has been beneficial to countries elsewhere in
Continental Europe.
In Asia, there has been reasonable improvement in Japan's economy. The
previous stimulatory actions finally began to take effect, while consumer
spending has not been as weak as initially feared; this positive news was a
catalyst for the first rise in industrial production on a year-on-year basis in
three years. Growth is likely to be patchy in the future, but the economy is
clearly on the mend. Elsewhere in Asia, there is continued positive news on the
growth front with inflation remaining stable. China is the only problem area;
inflation remains too high and will require remedial action.
While the fundamental economic background has been positive, stock markets
have generally been held back by weak bond markets, particularly in the US,
Europe, and Japan. The strengthening of the global economic recovery has led to
growing investor fears of an upturn in inflation. The US Federal Reserve Board's
six interest rate increases have done little to calm these fears. Consequently,
in both the US and throughout Europe, bond yields have risen and prices have
declined sharply, putting pressure on equity valuations. To date, however,
equity markets have proven relatively resilient.
Portfolio Comments
We made several changes to your portfolio's country allocations since we
last reported to you. Most significantly, we decreased the weightings in the US
and UK, and increased the weightings in Continental Europe (particularly Sweden
and Switzerland) and in Japan. The cash position of your portfolio increased
1
<PAGE>
================================================================================
To the Shareholders (continued)
- --------------------------------------------------------------------------------
during the period, largely through sales in the US, principally in the
technology sector; we took profits in Lam Research, Cognex, Dallas
Semiconductor, and Xyplex. Nevertheless, our focus in the US remains on the
technology sector. In the UK, we sold Watmoughs, a stock that had been in the
portfolio from an early stage, and Hiscox Select.
In Continental Europe, we believe the steadily improving economies will
lead to smaller company outperformance. In Sweden and Switzerland, specific
issues are at very reasonable current valuations. We purchased several stocks
that have an expected earnings growth of approximately 20%; in Sweden, we added
Kalmar Industries, Hoganas, and Marieberg Tidnings; and in Switzerland, we
purchased Rentsch, Walter, a distributor for Canon products. Elsewhere in
Continental Europe, we purchased Danske Traelastkompagni in Denmark, and sold
Audiofina in Belgium and Banca Fideuram in Italy.
As evidence of an economic recovery continues in Japan, we added two new
holdings that stand to benefit: Toyo Ink Manufacturing, a leading chemical
company; and Tonami Transport, a distribution company. Elsewhere in Asia,
although the weightings were decreased, we added to Malaysia with the purchase
of Kelang Container, and to Thailand with the addition of Thai Plastic &
Chemicals. In India, we sold Hindalco Industries, as the stock had performed
well and the market capitalization had risen significantly.
Outlook
With the overall improving economic environment, smaller companies should
outperform larger ones. Stock markets should perform satisfactorily over the
next 12 months, although rising yields on bonds may lead to some volatility in
the short run. However, this will provide attractive opportunities for us to
invest in good-quality smaller companies.
In the US, smaller companies have recently performed quite well and we are
likely to maintain, or slightly reduce, our current US weighting. In the UK,
smaller companies are reasonably valued following recent weakness, and we
anticipate maintaining the current weighting. In Continental Europe,
price/earnings ratios of good-quality companies continue to look attractive, and
we expect to maintain our already significant weighting. Finally, we continue to
favor the long-term outlook for Asia. We are positive on the prospects for Japan
and we believe now is an attractive time to increase our position. The Japanese
market, in particular smaller companies, has been quite weak in the last few
months, which provides us the opportunity to selectively add holdings.
A detailed look at your Fund's longer-term investment results, portfolio
holdings, and audited financial statements for the fiscal year ended October 31,
1994, begins on page 3.
By order of the Board of Directors,
/s/ William C. Morris /s/ Ronald T. Schroeder /s/ Iain C. Clark
William C. Morris Ronald T. Schroeder Iain C. Clark
Chairman President Chief Investment Officer
Seligman Henderson Co.
December 2, 1994
2
<PAGE>
================================================================================
Portfolio Overview
- --------------------------------------------------------------------------------
Your Portfolio Manager
[Photo}
Iain C. Clark is the Chief Investment Officer of Seligman Henderson Co. Mr.
Clark is also the Head of International Investment for, and a Director of,
Henderson Administration Group plc, an investment manager in London, England.
He has been with Henderson since 1985.
Major Portfolio Holdings
at October 31, 1994
Security Value
- -------- ----------
FSI International .......................................... $1,933,750
Novellus Systems ........................................... 1,638,750
Electronics for Imaging .................................... 1,575,000
Altera ..................................................... 1,419,750
Fusion Systems ............................................. 1,380,000
Viewlogic Systems .......................................... 1,320,000
Alliance Semiconductor ..................................... 1,275,000
United Video Satellite Group (Class A) ..................... 1,265,000
International Business Communications ...................... 1,233,135
Western Digital ............................................ 1,190,000
Largest Portfolio Changes*
May 1, 1994 to October 31, 1994
Shares
-----------------------
Holdings
Additions Increase 10/31/94
- --------- -------- --------
Common Stocks
Aldila ......................................... 60,000 60,000
Altera ......................................... 36,000 36,000
DeVRY .......................................... 25,000 25,000
Fusion Systems ................................. 40,000 40,000
Heritage Media ................................. 45,000 45,000
Marieberg Tidnings ............................. 30,000 30,000
Nautica Enterprises ............................ 35,000 35,000
Tonami Transport ............................... 117,000 117,000
Toyo Ink Manufacturing ......................... 128,000 128,000
United Video Satellite
Group (Class A) ............................ 55,000 55,000
Holdings
Reductions Decrease 10/31/94
- ---------- -------- --------
Common Stocks
Cognex ......................................... 35,000 --
Dallas Semiconductor ........................... 40,000 --
International Imaging Materials ................ 40,000 --
Lam Research ................................... 35,000 --
Level One Communications ....................... 40,000 --
Michaels Stores ................................ 20,000 --
Microchip Technology ........................... 27,000 --
Parametric Technology .......................... 40,000 --
Xyplex ......................................... 35,000 --
Zenith Laboratories ............................ 40,000 --
- -------------
* 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 October 31, 1994
United States .......................................... 41.5%
Japan .................................................. 13.2
United Kingdom ......................................... 9.9
Sweden ................................................. 5.2
France ................................................. 4.9
Switzerland ............................................ 3.5
Australia .............................................. 2.1
India .................................................. 2.0
Malaysia ............................................... 2.0
Mexico ................................................. 1.9
Norway ................................................. 1.8
Canada ................................................. 1.6
Italy .................................................. 1.3
Thailand ............................................... 1.2
Argentina .............................................. 0.9
Austria ................................................ 0.9
Finland ................................................ 0.9
Indonesia .............................................. 0.9
Denmark ................................................ 0.8
Spain .................................................. 0.8
Hong Kong .............................................. 0.7
Netherlands ............................................ 0.7
Germany ................................................ 0.6
Singapore .............................................. 0.5
Portugal ............................................... 0.2
-----
Total .................................................. 100.0%
=====
3
<PAGE>
================================================================================
Performance Comparison Chart and Table October 31, 1994
- --------------------------------------------------------------------------------
This chart compares a $10,000 hypothetical investment made in Seligman Henderson
Global Emerging Companies Fund Class A shares, with and without the maximum
initial sales charge of 4.75%, since the commencement of investment operations
on September 9, 1992, through October 31, 1994, to a $10,000 hypothetical
investment made in the Lipper Global Small Company Fund Average (Lipper
Average), and the Morgan Stanley Capital International World Index (MSCI World
Index) for the same period. The performance of Seligman Henderson Global
Emerging Companies Fund Class D shares is not shown in this chart, but is
included in the table below. It is important to keep in mind that the indices
exclude the effects of any fees or sales charges.
[The table below was represented as a graph in the printed material]
Lipper Global
Class A Class A MSCI World Small Company
Global Emerging Without With Index Fund Average
--------------- ------- ------- ---------- -------------
8/31/92 $10000 $9520 $10000 $10000
9/30/92 10000 9520 9888 9970
10/31/92 10014 9533 9600 10081
11/30/92 10378 9880 9753 10598
12/31/92 10596 10087 9812 10780
1/31/93 11059 10568 10040 10846
3/31/93 11718 11156 10603 11384
4/30/93 11915 11343 11075 11549
5/31/93 12659 12051 11311 12236
6/30/93 12560 11958 11197 12127
7/31/93 12841 12225 11409 12235
8/31/93 13543 12893 11913 12969
9/30/93 13753 13093 11674 13285
10/31/93 14006 13334 11976 13770
11/30/93 13641 12986 11280 13352
12/31/93 14841 14128 11813 14289
1/31/94 15914 15150 12573 14951
2/28/94 15942 15177 12391 14940
3/31/94 15349 14612 11838 14148
4/30/94 15645 14895 12184 14198
5/31/94 15123 14397 12196 13955
6/30/94 14657 13954 12143 13567
7/31/94 14982 14263 12354 13779
8/31/94 16055 15284 12706 14468
9/30/94 16323 15540 12352 14414
10/31/94 16846 16037 12683 14528
The table below shows the average annual total returns for the one-year and
since-commencement-of-investment-operations periods through October 31, 1994,
for Seligman Henderson Global Emerging Companies Fund Class A shares, with and
without the maximum initial sales charge of 4.75%, for the Lipper Average, and
for the MSCI World Index. Also included in the table are the average annual
total returns for the one-year and since-inception periods through October 31,
1994, for Seligman Henderson Global Emerging Companies Fund Class D shares, with
and without the effect of the 1% contingent deferred sales load ("CDSL") imposed
on shares redeemed within one year of purchase, the Lipper Average, and the MSCI
World Index.
Average Annual Total Returns
One Since
Year 9/9/92*
----- --------
Seligman Henderson Global
Emerging Companies Fund
Class A with sales charge 14.54% 24.67%
Class A without sales charge 20.28 27.57
Lipper Average 6.04 18.26
MSCI World Index 5.90 11.73
* Commencement of investment operations
Since
One Inception
Year 5/3/93
----- --------
Seligman Henderson Global
Emerging Companies Fund
Class D with CDSL 18.45% N/A
Class D without CDSL 19.45 24.84%
Lipper Average 6.04 13.24
MSCI World Index 5.90 9.49
The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders. Performance data quoted represent changes in
prices and assume that all distributions within the periods are invested in
additional shares. The investment return and principal value of an investment
will fluctuate so that shares, if redeemed, may be worth more or less than their
original cost. Past performance is not indicative of future investment results.
4
<PAGE>
================================================================================
Portfolio of Investments October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Common Stocks--86.5%
Advertising--2.9%
Asatsu (Japan)
Advertising agency ............................................................................ 21,000 $ 1,079,814
Heritage Media (US)
Broadcasting and in-store advertising ......................................................... 45,000 1,091,250
Publicis (France)
French advertising agency ..................................................................... 3,960 309,880
-----------
2,480,944
-----------
Automotive Parts--0.8%
Linamar* (Canada)
Auto parts supplier to all major US car manufacturers ......................................... 24,000 314,856
Speedy Muffler King* (Canada)
A company specializing in maintenance, repair, and replacement of auto parts .................. 30,000 388,027
-----------
702,883
-----------
Banking--1.0%
JP Bank (Series A)* (Sweden)
Provider of banking services .................................................................. 50,600 239,310
JP Bank (Series B)* (Sweden)
Provider of banking services .................................................................. 36,600 168,007
Verwalt-und Privat Bank (Switzerland)
Full service Liechtenstein bank, quoted in Switzerland ........................................ 1,735 403,039
-----------
810,356
-----------
Building Materials--0.5%
Polypipe (UK)
Manufacturer of plastic piping and molded plastic products .................................... 200,000 431,904
-----------
Business Services--3.7%
BISYS Group* (US)
Data processing service for banks ............................................................. 40,000 880,000
International Business Communications (UK)
Organizer of conferences and publisher ........................................................ 335,000 1,233,135
SunGard Data Systems* (US)
Computer services aimed at disaster recovery .................................................. 25,000 978,125
-----------
3,091,260
-----------
Capital Goods--2.5%
Fusion Systems (US)
Manufacturer of ultraviolet curing systems .................................................... 40,000 1,380,000
Hoganas (Sweden)
Producer of metal powders ..................................................................... 45,000 748,018
-----------
2,128,018
-----------
</TABLE>
5
<PAGE>
================================================================================
Portfolio of Investments (continued)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Chemicals--2.1%
Thai Plastic & Chemicals (Thailand)
Manufacturer of PVC and related compounds ..................................................... 70,000 $ 898,876
Toyo Ink Manufacturing (Japan)
Ink manufacturer .............................................................................. 128,000 893,423
-----------
1,792,299
-----------
Construction and Property--3.1%
Danske Traelastkompagni (Denmark)
Timber supply company ......................................................................... 8,000 584,438
Ex-Lands (UK)
UK and European property company .............................................................. 166,615 74,960
Gabetti Holdings (Italy)
Real estate broker ............................................................................ 255,600 332,488
George Kent (Malaysia)
Manufacturer of water meters, filters, and hot-stamped brass products ......................... 200,000 543,818
George Kent Warrants* (Malaysia)
Manufacturer of water meters, filters, and hot-stamped brass products ......................... 40,000 40,297
Jurong Engineering (Singapore)
Engineering contractor ........................................................................ 56,500 382,953
Land and General (Malaysia)
Diversified group with main interests in property development ................................. 75,000 369,718
Tilbury Douglas (UK)
Small contractor in the UK .................................................................... 31,500 292,713
-----------
2,621,385
-----------
Consumer Goods and Services--2.6%
DeVRY (US)
Technical and MBA degree schools .............................................................. 25,000 728,125
Le Creuset (France)
Quality cookware manufacturer ................................................................. 40,000 142,659
Marieberg Tidnings Series A (Sweden)
Newspaper publisher and distributor ........................................................... 30,000 738,628
Rentsch, Walter (Switzerland)
Swiss distributor of Canon, Inc. products ..................................................... 3,250 542,959
-----------
2,152,371
-----------
Drugs and Health Care--2.5%
FH Faulding (Australia)
Pharmaceutical wholesaler ..................................................................... 87,488 465,112
Nacional de Drogas* (Mexico)
Pharmaceutical wholesaler ..................................................................... 100,000 757,135
Protein Design Laboratories* (US)
Biotechnology company that develops antibodies and other proteins to treat diseases ........... 50,000 868,750
-----------
2,090,997
-----------
</TABLE>
6
<PAGE>
================================================================================
October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Electrical Utilities--0.8%
Central Costanera* (Argentina)
Electrical power generation company ........................................................... 20,000 $ 705,000
-----------
Electrical Distribution--1.3%
Rexel (France)
European electrical wholesaler ................................................................ 3,655 506,732
Trifast* (UK)
Manufacturer and distributor of fasteners for the electronics industry ........................ 175,000 609,819
-----------
1,116,551
-----------
Electronics--2.4%
Foster Electric (Japan)
Speaker manufacturer with worldwide production ................................................ 95,000 813,165
ISA International (UK)
Supplier of computer consumables .............................................................. 165,000 305,032
Techniche* (Australia)
A specialist in the transfer and integration of digital communications ........................ 177,000 650,541
Videocon* GDSs (India)
Manufacturer of consumer electronics .......................................................... 50,000 268,500
-----------
2,037,238
-----------
Environmental Control--1.2%
BWT (Austria)
European producer of water treatment equipment ................................................ 4,110 646,190
Sita (France)
Involved in a range of collection and cleaning services ....................................... 3,080 399,503
-----------
1,045,693
-----------
Financial Services--4.3%
Protector Forsikring* (Norway)
Provider of non-life insurance policies ....................................................... 44,800 822,270
Roosevelt Financial Group (US)
Largest St. Louis-based savings institution ................................................... 54,000 816,750
T. Rowe Price (US)
Investment advisor to the T. Rowe Price Mutual Funds .......................................... 25,000 859,375
Union Financiere de France (France)
Fund management and broking company ........................................................... 3,890 456,981
World Acceptance* (US)
Small-loan consumer financier ................................................................. 30,000 671,250
-----------
3,626,626
-----------
Food--0.5%
Grupo Herdez (Mexico)
Food manufacturer ............................................................................. 453,230 395,949
-----------
</TABLE>
7
<PAGE>
================================================================================
Portfolio of Investments (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Furniture Manufacturing--0.8%
Industrie Natuzzi ADSs* (Italy)
Manufacturer of leather furniture ............................................................. 21,240 $ 684,990
-----------
Leisure--0.9%
Aldila* (US)
Manufacturer of graphite golf shafts .......................................................... 60,000 772,500
-----------
Manufacturing--4.3%
Andayani Megah* (Indonesia)
Manufacturer of tire cord ..................................................................... 142,000 327,038
David Brown Group* (UK)
Diversified engineering company that manufactures transmission equipment and pumps ............ 122,416 424,578
Finolex Cables (Germany)
Manufacturer of telecommunications cables ..................................................... 23,000 451,375
International de Ceramica* (Mexico)
Manufacturer of ceramic tiles ................................................................. 40,000 250,437
Kalmar Industries (Sweden)
Manufacturer of heavy-lift trucks ............................................................. 47,500 574,837
Singamas Container (Hong Kong)
Dry-goods freight manufacturer ................................................................ 1,700,000 555,520
Tsudakoma (Japan)
Manufacturer of air jet looms ................................................................. 101,000 1,021,993
-----------
3,605,778
-----------
Media--4.2%
Capital Radio (UK)
Commercial radio station in London ............................................................ 85,000 475,585
Europe Number 1 Communication (France)
Media company with main interest in radio throughout Europe ................................... 2,070 651,146
Hodder Headline (UK)
Book publisher and distributor ................................................................ 90,000 490,309
Journalgeste* (Portugal)
Newspaper publisher ........................................................................... 9,400 177,358
Trinity International (UK)
Publisher of regional newspapers in the UK, US, and Canada .................................... 75,000 471,168
United Video Satellite Group (Class A) (US)
Satellite-delivered program services .......................................................... 55,000 1,265,000
-----------
3,530,566
-----------
Medical Products and Technology--1.8%
Arjo (Sweden)
Manufacturer of patient handling equipment .................................................... 33,000 596,745
Igen (US)
Manufacturer and marketer of diagnostic systems ............................................... 60,000 401,250
</TABLE>
8
<PAGE>
================================================================================
October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Sullivan Dental Products (US)
A leading national distributor of dental supplies ............................................. 40,000 $ 555,000
-----------
1,552,995
-----------
Metals--2.3%
Nakayama Steel Works (Japan)
Small blast furnace company producing mainly for the housing industry ......................... 137,000 1,034,042
Sumitomo Sitix (Japan)
Titanium producer ............................................................................. 58,000 940,217
-----------
1,974,259
-----------
Oil Services--1.6%
Coflexip* ADRs (France)
Manufacturer of flexible oil pipes ............................................................ 35,343 815,098
EnServ* (Canada)
Diversified oil field services company ........................................................ 60,000 498,891
-----------
1,313,989
-----------
Paper and Packaging--2.3%
Kishu Paper (Japan)
Low-cost specialty paper manufacturer ......................................................... 91,000 507,383
Munskjo (Sweden)
Specialty paper producer ...................................................................... 100,000 848,519
Pabrik Kertas Tjiwi Kimia* (Indonesia)
Purchaser of pulp and paper ................................................................... 197,000 326,670
David S. Smith Holdings (UK)
Paper and packaging manufacturer in the UK and France ......................................... 31,593 265,150
-----------
1,947,722
-----------
Resources--1.6%
Nittetsu Mining (Japan)
Limestone miner, part of the Nippon Steel Group ............................................... 109,000 1,092,814
RJB Mining (UK)
Open cast coal miner .......................................................................... 50,000 284,664
-----------
1,377,478
-----------
Restaurants--2.0%
Aiya (Japan)
Restaurant chain .............................................................................. 32,000 892,101
International House of Pancakes* (US)
National restaurant chain ..................................................................... 30,000 825,000
-----------
1,717,101
-----------
Retailing--4.5%
Adelsten (Norway)
Retailer concentrated in the Scandinavian markets ............................................. 2,775 509,330
</TABLE>
9
<PAGE>
================================================================================
Portfolio of Investments (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Retailing (continued)
Brown & Jackson* (UK)
Discount retailer ............................................................................. 1,600,000 $ 71,984
Clinton Cards (UK)
Retailer of greetings cards ................................................................... 256,000 423,004
Fotolabo Club (Switzerland)
Film processor ................................................................................ 200 474,684
Fust Bearer (Switzerland)
Retailer of electric appliances and fitted kitchens and bathrooms ............................. 1,700 505,808
General Nutrition Companies* (US)
A leading US retailer of vitamins and nutritional supplements ................................. 40,000 1,010,000
Prodega (Switzerland)
Food retailer ................................................................................. 2,700 751,790
ShopRite Group (UK)
Discount retailer ............................................................................. 86,000 32,373
-----------
3,778,973
-----------
Technology--19.2%
Alliance Semiconductor* (US)
Manufacturer of high performance memory products .............................................. 50,000 1,275,000
Altera (US)
Manufacturer of programmable logic circuits ................................................... 36,000 1,419,750
Asyst Technologies* (US)
Miniature clean-room environment devices for the manufacture of silicon wafers ................ 70,000 1,172,500
Electronics for Imaging* (US)
Color copier servers .......................................................................... 60,000 1,575,000
FSI International* (US)
Semiconductor manufacturing equipment ......................................................... 70,000 1,933,750
Getronics (Netherlands)
Computer systems' integration house and consultant ............................................ 17,466 537,655
Integrated Device Technology* (US)
Microprocessors and memory circuits ........................................................... 33,000 940,500
Integrated Silicon Systems (US)
Integrated circuit design software ............................................................ 30,000 772,500
Novellus Systems* (US)
Manufacturer of semiconductor equipment ....................................................... 30,000 1,638,750
Sanmina* (US)
Manufacturer of electronic circuit boards ..................................................... 40,000 900,000
Standard Microsystems* (US)
Local area network equipment .................................................................. 40,000 982,500
Viewlogic Systems* (US)
Integrated circuit design software ............................................................ 60,000 1,320,000
Western Digital* (US)
Hard disk drives .............................................................................. 70,000 1,190,000
</TABLE>
10
<PAGE>
================================================================================
October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Zilog* (US)
Manufacturer and marketer of integrated circuits .............................................. 20,000 $ 580,000
-----------
16,237,905
-----------
Telecommunications--1.7%
Benefon Oyvappa (Finland)
Cellular phone company ........................................................................ 2,000 651,891
Credence Systems (US)
Manufacturer of semiconductor test equipment .................................................. 30,000 757,500
-----------
1,409,391
-----------
Textiles--2.6%
Claremont Garments (UK)
Manufacturer of women's clothing for a major UK retailer ...................................... 88,000 454,939
Nautica Enterprises (US)
Manufacturer of men's sportswear .............................................................. 35,000 1,015,000
Renown (Japan)
Clothing manufacturer ......................................................................... 150,000 727,930
-----------
2,197,869
-----------
Transportation--2.0%
Forth Ports (UK)
Holder of the monopoly of ports in the Forth region of Scotland ............................... 40,000 293,171
Tibbett & Britten (UK)
Transport distribution and logistics company .................................................. 40,000 469,205
Tonami Transport (Japan)
Regional transport company .................................................................... 117,000 942,282
-----------
1,704,658
-----------
Veterinary Products--0.5%
Virbac (France)
Manufacturer of animal drugs and veterinary products .......................................... 2,800 419,728
-----------
Miscellaneous--2.0%
Futuris (Australia)
Mini conglomerate with interests in building materials and chemicals .......................... 514,287 427,681
Kelang Container (Malaysia)
A shipping container company .................................................................. 190,000 550,078
Nu-Kote Holdings (Class A)* (US)
Manufacturer of products for printing equipment ............................................... 40,000 750,000
-----------
1,727,759
-----------
Total Common Stocks (Cost $62,427,916) ............................................................ 73,183,135
-----------
</TABLE>
11
<PAGE>
================================================================================
Portfolio of Investments (continued) October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares or
Prin. Amt. Value
---------- -----
<S> <C> <C>
Convertible Securities--2.7%
Convertible Bonds--2.1%
Construction & Property--0.4%
Ex-Lands (UK) 7 1/2% due 12/31/2020
UK and European property company ......................................................... 233,261** $ 373,538
Media
Audiofina (Belgium) 5% due 12/31/1996
Holding company with radio and TV interests across Europe ................................ 3,100+ 17,283
Manufacturing--1.0%
Gujurat Ambuja Cement (India) 3 1/2% due 6/30/1999
Cement manufacturer ...................................................................... $450,000 793,688
Publishing--0.7%
Grupo Anaya (Spain) 7% due 3/18/1998
Publishing company ....................................................................... 72,000,000++ 575,034
Miscellaneous
Futuris (Australia) 7 1/2% due 6/30/2000
Mini conglomerate with interests in building materials and chemicals ..................... $27,666 26,705
-----------
Total Convertible Bonds (Cost $1,514,992) .................................................... 1,786,248
-----------
Convertible Preferred Stock--0.6% (Cost $518,778)
Retailing--0.6%
Hornbach Baumarkt (Germany)
A large home improvement and garden center retailer ...................................... 859 shs. 465,482
-----------
Total Convertible Securities (Cost $2,033,770) ............................................... 2,251,730
-----------
Total Investments--89.2% (Cost $64,461,686) .................................................. 75,434,865
Other Assets Less Liabilities--10.8% ......................................................... 9,151,590
-----------
Net Assets--100.0% ........................................................................... $84,586,455
===========
</TABLE>
- -----------------
* Non-income producing security.
** Principal amount reported in British pounds.
+ 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.
12
<PAGE>
================================================================================
Statement of Assets and Liabilities October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Assets:
Investments, at value:
Common stocks (cost $62,427,916) ....................................................... $ 73,183,135
Convertible securities (cost $2,033,770) ................................................ 2,251,730 $ 75,434,865
------------
Cash ........................................................................................ 5,938,948
Receivable for securities sold .............................................................. 3,081,925
Receivable for Capital Stock sold ........................................................... 665,508
Receivable for dividends and interest ....................................................... 137,682
Expenses prepaid to shareholder service agent ............................................... 69,345
Deferred organizational expenses ............................................................ 17,743
Other ....................................................................................... 2,396
------------
Total Assets ................................................................................ 85,348,412
------------
Liabilities:
Payable for securities purchased ............................................................ 474,683
Payable for Capital Stock repurchased ....................................................... 64,026
Unrealized depreciation of forward currency contracts ....................................... 42,461
Accrued expenses, taxes, and other .......................................................... 180,787
------------
Total Liabilities ........................................................................... 761,957
------------
Net Assets .................................................................................. $ 84,586,455
============
Composition of Net Assets:
Capital Stock, at par ($.001 par value; 15,000,000 shares authorized;
7,125,110 shares outstanding):
Class A ................................................................................. $ 3,878
Class D ................................................................................. 3,247
Additional paid-in capital .................................................................. 71,283,216
Accumulated net investment loss ............................................................. (3,366)
Undistributed net realized gain on investments .............................................. 2,355,719
Net unrealized appreciation of investments .................................................. 7,937,583
Net unrealized appreciation on translation of assets and liabilities denominated
in foreign currencies and forward currency contracts .................................... 3,006,178
------------
Net Assets .................................................................................. $ 84,586,455
============
Net Asset Value per share:
Class A ($46,268,808 / 3,877,956 shares) ................................................ $11.93
======
Class D ($38,317,647 / 3,247,154 shares) ................................................ $11.80
======
</TABLE>
- --------------
See notes to financial statements.
13
<PAGE>
================================================================================
Statement of Operations For the year ended October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Investment income:
Dividends (net of foreign taxes withheld of $70,612) ................................ $ 483,795
Interest ............................................................................ 234,075
------------
Total income ........................................................................ $ 717,870
Expenses:
Management fee ...................................................................... 618,841
Distribution and service fees ....................................................... 341,056
Shareholder account services ........................................................ 203,669
Custody and related services ........................................................ 91,591
Auditing and legal fees ............................................................. 55,192
Registration ........................................................................ 52,659
Shareholder reports and communications .............................................. 17,160
Directors' fees and expenses ........................................................ 10,480
Amortization of organizational expenses ............................................. 1,595
Miscellaneous ....................................................................... 4,091
------------
Total expenses ...................................................................... 1,396,334
------------
Net investment loss ................................................................. (678,464)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions:
Net realized gain on investments .................................................... 3,266,517
Net realized loss from foreign currency transactions ................................ (182,742)
Net change in unrealized appreciation of investments ................................ 4,948,657
Net change in unrealized depreciation on translation of
assets and liabilities denominated in foreign currencies
and forward currency contracts .................................................. 3,205,881
------------
Net gain on investments and foreign currency transactions ........................... 11,238,313
------------
Increase in net assets from operations .............................................. $ 10,559,849
============
</TABLE>
- -------------
See notes to financial statements.
14
<PAGE>
================================================================================
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended October 31
---------------------------------
1994 1993
------------ -------------
<S> <C> <C>
Operations:
Net investment loss ........................................................................ $ (678,464) $ (50,257)
Net realized gain on investments ........................................................... 3,266,517 308,373
Net realized loss from foreign currency transactions ....................................... (182,742) (59,114)
Net change in unrealized appreciation of investments ....................................... 4,948,657 2,985,259
Net change in unrealized depreciation on translation of assets and liabilities
denominated in foreign currencies and forward currency contracts ....................... 3,205,881 (194,944)
------------ ------------
Increase in net assets from operations ..................................................... 10,559,849 2,989,317
------------ ------------
Distributions to shareholders:
Net investment income--Class A ............................................................. -- (5,131)
Net realized gain on investments:
Class A ................................................................................ (158,731) --
Class D ................................................................................ (90,380) --
------------ ------------
Decrease in net assets from distributions .................................................. (249,111) (5,131)
------------ ------------
</TABLE>
<TABLE>
<CAPTION>
Shares
-------------------------------
Capital share transactions:* Year ended October 31
-------------------------------
1994 1993
------------ ----------
<S> <C> <C> <C> <C>
Net proceeds from sale of shares:
Class A ............................................ 1,882,978 2,018,914 20,287,082 18,245,104
Class D ............................................ 2,398,991 1,047,106 25,897,256 9,882,874
Shares issued in payment of dividends--Class A ......... -- 639 -- 4,725
Shares issued in payment of gain distributions:
Class A ............................................ 14,114 -- 146,652 --
Class D ............................................ 8,119 -- 84,031 --
Exchanged from associated Funds:
Class A ............................................ 321,062 168,692 3,539,187 1,532,503
Class D ............................................ 86,334 3,466 947,336 33,585
--------- --------- ------------ ------------
Total .................................................. 4,711,598 3,238,817 50,901,544 29,698,791
--------- --------- ------------ ------------
Cost of shares repurchased:
Class A ............................................ (328,149) (325,742) (3,603,074) (3,045,346)
Class D ............................................ (247,483) (10,310) (2,704,805) (98,302)
Exchanged into associated Funds:
Class A ............................................ (87,401) (5,805) (940,600) (54,570)
Class D ............................................ (39,069) -- (424,467) --
--------- --------- ------------ ------------
Total .................................................. (702,102) (341,857) (7,672,946) (3,198,218)
--------- --------- ------------ ------------
Increase in net assets from capital
share transactions ................................. 4,009,496 2,896,960 43,228,598 26,500,573
========= ========= ------------ ------------
Increase in net assets ................................. 53,539,336 29,484,759
Net Assets:
Beginning of year ...................................... 31,047,119 1,562,360
------------ ------------
End of year ............................................ $ 84,586,455 $ 31,047,119
============ ============
</TABLE>
- -------------------
* The Fund began offering Class D shares on May 3, 1993.
See notes to financial statements.
15
<PAGE>
================================================================================
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Seligman Henderson Global Emerging Companies Fund (the "Fund") is a series of
Seligman Henderson Global Fund Series, Inc. (the "Corporation"). The Corporation
has 50,000,000 shares of Capital Stock authorized. The Board of Directors, at
its discretion, may classify any unissued shares of Capital Stock between the
Fund and the other series of the Corporation. As of October 31, 1994, the Board
of Directors had classified a total of 15,000,000 shares for the Fund.
Effective May 3, 1993, the Fund began offering two classes of shares. All
shares existing prior to May 3, 1993, have been classified as Class A shares.
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 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 the Fund 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 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
16
<PAGE>
================================================================================
- --------------------------------------------------------------------------------
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. The Fund 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; the utilization of
equalization 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.
As a result of such permanent differences, $857,840 has been
reclassified to decrease undistributed net realized gain on investments at
October 31, 1994.
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 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
17
<PAGE>
================================================================================
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
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.
3. Purchases and sales of portfolio securities, excluding short-term
investments, for the year ended October 31, 1994, amounted to $73,828,172 and
$35,642,400, respectively. At October 31, 1994, the cost of investments for
federal income tax purposes was $64,631,237, and the tax basis gross unrealized
appreciation and depreciation of portfolio securities, including the effects of
foreign currency translations, amounted to $13,184,376 and $2,380,748,
respectively.
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.
Seligman Financial Services, Inc. (the "Distributor"), agent for the
distribution of Fund shares and an affiliate of the Manager, received
commissions of $58,459 from the sale of Class A shares after concessions of
$652,019 paid to dealers.
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 year ended October 31, 1994, fees paid aggregated $74,885, or
0.21% per annum of the average daily net assets of Class A shares.
Effective May 3, 1993, the Fund adopted 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 year ended October
31, 1994, fees paid amounted to $266,171, or 1.00% per annum of the average
daily net assets of Class D shares.
The Distributor is entitled to retain any CDSL imposed on certain
redemptions of Class D shares occurring within one year of purchase. For the
year ended October 31, 1994, such charges amounted to $22,864.
Seligman Data Corp., formerly Union Data Service Center, Inc., which is
owned by certain associated investment companies, charged the Fund at cost,
$203,669 for shareholder account services.
Certain officers and directors of the Fund are officers or directors of the
Manager, the Subadviser, the Distributor, and/or Seligman Data Corp.
Fees of $14,039 were incurred by the Fund for the legal services of
Sullivan & Cromwell, a member of which firm is a director of the Fund.
18
<PAGE>
================================================================================
- --------------------------------------------------------------------------------
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 annual cost of such fees and interest is included in directors'
fees and expenses, and the accumulated balance thereof at October 31, 1994, of
$3,366 is included in other liabilities.
5. Class-specific expenses charged to Class A and Class D during the year ended
October 31, 1994, which are included in the corresponding captions of the
Statement of Operations, were as follows:
Class A Class D
------- -------
Distribution and service fees .................... $ 74,885 $266,171
Registration ..................................... 14,459 19,140
Shareholder reports and communications ........... 2,659 1,695
6. At October 31, 1994, the Fund had outstanding forward exchange currency
contracts to sell foreign currency as follows:
In
Settlement Contract Exchange Unrealized
Date to Deliver For Depreciation
- ------------ ------------------ ---------- --------------
11/1/94 GBP* 193,775 $ 314,400 $ 2,616
1/20/95 JPY** 340,480,000 3,500,000 39,845
* British Pounds
** Japanese Yen
================================================================================
Financial Highlights
- --------------------------------------------------------------------------------
The Fund's financial highlights are presented on the following page. The per
share operating performance data is designed to allow investors to trace the
operating performance, on a per share basis, from the Fund's beginning net asset
value to the ending net asset value so that they can 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.
19
<PAGE>
================================================================================
Financial Highlights (continued)
- --------------------------------------------------------------------------------
The total return based on net asset value measures the Fund's performance
assuming investors purchased Fund 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 the Fund. The total
returns for periods of less than one year are not annualized.
<TABLE>
<CAPTION>
Class A Class D
--------------------------------------- -------------------------
9/9/92* Year 5/3/93**
Year ended October 31 to ended to
-----------------------
Per Share Operating Performance: 1994 1993 10/31/92 10/31/94 10/31/93
------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period ................... $ 9.98 $ 7.15 $ 7.14 $ 9.94 $ 8.52
------ ------- ------ ------ ------
Net investment income (loss) ........................... (0.08) (0.02) -- (0.16) (0.05)
Net realized and unrealized gain on investments ........ 1.57 3.07 0.02 1.57 1.60
Net realized and unrealized gain (loss) from
foreign currency transactions ...................... 0.52 (0.20) (0.01) 0.51 (0.13)
------ ------- ------ ------ ------
Increase from investment operations .................... 2.01 2.85 0.01 1.92 1.42
Dividends paid ......................................... -- (0.02) -- -- --
Distributions from net realized gain ................... (0.06) -- -- (0.06) --
------ ------- ------ ------ ------
Net increase in net asset value ........................ 1.95 2.83 0.01 1.86 1.42
------ ------- ------ ------ ------
Net asset value, end of period ......................... $ 11.93 $ 9.98 $ 7.15 $ 11.80 $ 9.94
====== ======= ====== ====== ======
Total return based on net asset value .................. 20.28% 39.86% 0.14% 19.45% 16.67%
Ratios/Supplemental Data:***
Expenses to average net assets ......................... 1.92% 1.98% 1.75%+ 2.70% 2.75%+
Net investment income (loss) to average
net assets ......................................... (0.77)% (0.29)% 0.13%+ (1.53)% (1.35)%+
Portfolio turnover ..................................... 62.47% 60.03% -- 62.47% 60.03%++
Net assets, end of period (000's omitted) .............. $46,269 $20,703 $1,562 $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>
- -------------
* Commencement of investment operations of Class A shares.
** Commencement of offering of Class D shares.
*** The Manager and Subadviser, at their discretion, waived all or a portion of
their fees and/or reimbursed certain expenses for the Fund for the periods
presented.
+ Annualized.
++ For the year ended October 31, 1993.
See notes to financial statements.
20
<PAGE>
================================================================================
Report of Independent Auditors
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders,
Seligman Henderson Global Emerging Companies Fund:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Seligman Henderson Global Emerging Companies
Fund as of October 31, 1994, and the related statements of operations for the
year then ended and of changes in net assets for each of the years in the
two-year period then ended, and the financial highlights for 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 October
31, 1994 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 Seligman Henderson
Global Emerging Companies Fund as of October 31, 1994, the results of its
operations, the changes in its net assets, and the financial highlights for the
respective stated periods, in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
New York, New York
December 2, 1994
21
<PAGE>
================================================================================
Board of Directors
- --------------------------------------------------------------------------------
Fred E. Brown
Director and Consultant,
J. & W. Seligman & Co. Incorporated
Alice S. Ilchman 3
President, Sarah Lawrence College
Trustee, Committee for Economic Development
Director, NYNEX
Trustee, The Rockefeller Foundation
John E. Merow
Chairman and Senior 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
Douglas R. Nichols, Jr. 2
Management Consultant
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
Herman J. Schmidt 2
Director, H.J. Heinz Company
Director, HON Industries, Inc.
Director, MAPCO, Inc.
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
Brian T. Zino 1
Managing Director, J. & W. Seligman & Co. Incorporated
- -------------
Member: 1 Executive Committee
2 Audit Committee
3 Director Nominating Committee
22
<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. (formerly,
Union Data Service Center, Inc.)
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
23
<PAGE>
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 Emerging Companies Fund, which contains information
about the sales charges, management fee, and other costs. Please read the
prospectus carefully before investing or sending money.
EQSHG2 10/94
<PAGE>
====================================
SELIGMAN HENDERSON
GLOBAL
TECHNOLOGY
FUND
---------------------
Annual Report
October 31, 1994
---------------------
A Global Capital
Appreciation Fund
====================================
<PAGE>
================================================================================
To the Shareholders
- --------------------------------------------------------------------------------
Seligman Henderson Global Technology Fund began operations on May 23, 1994. As
of November 23, 1994, your Fund's assets had risen to $62.8 million. Since
inception, your Fund's Class A net asset value rose 17.2%, from $7.14 per share
to $8.37 per share at October 31, 1994. Your Fund's Class D net asset value rose
16.8%, from $7.14 per share to $8.34 per share for the same period. Although
your Fund is still young, we are pleased to report such encouraging results.
Economic and Market Background
Since the Fund's launch, economic conditions have been quite supportive.
The US economy has proven robust, the economic recovery in Europe is gathering
strength, and there are tentative signs of economic emergence in Japan. In
addition, inflationary pressures throughout the developed economies have been
generally subdued. However, the strengthening of the global economic recovery
has led to growing investor fears of an upturn in inflation. The US Federal
Reserve Board's six interest-rate hikes thus far in 1994 have done little to
quell these fears. Consequently, in both the US and throughout Europe, bond
yields have risen and prices have declined sharply, putting pressure on
valuations in many equity markets. To date, however, equity markets have proven
relatively resilient.
Taking a narrower view, we continue to see encouraging developments in the
technology sector. Capital spending continues to lead the recovery in the US,
with a surge in expenditure on information technology at the core of this trend.
In addition, the "productivity" thesis that underlies our enthusiasm for
technology is clearly being borne out. Significant productivity gains are being
made both in the manufacturing and, increasingly, in the service sectors of the
US economy, improving US international competitiveness and fueling corporate
profitability. By contrast, outside the US, the flow of spending on, and
investment in, technology has been slower to materialize, but preliminary signs
of an acceleration have appeared in both Europe and Japan.
Portfolio Comments
Given the relative strength of the US technology sector, we have maintained
a US weighting of close to 50% since the Fund's inception. Of the remainder of
the portfolio, 15.8% is invested in the UK, 9.4% in Continental Europe, 24.2% in
Japan/Asia, 2.3% in Canada, and 2.9% in other regions.
Within the US weighting, we have focused on the semiconductor and
communications sectors. With strong growth in the personal computer market and
the increasing adoption of electronics in the mainstream industrial sector s,
demand has both broadened and accelerated at a time when capacity expansion has
been modest, resulting in a relatively benign pricing environment. We enjoyed
excellent profits both in semiconductor manufacturers--notably Altera and
Xilinx--and in semiconductor production equipment suppliers, such as FSI,
Tencor, Cognex, Genus, and Lam Research. In the communications industry, demand
has remained firm in local area networking (LAN) while it has surged in the wide
area networking (WAN) market; highly successful investments were made, and
profits subsequently taken, in Xyplex and Cascade. We will continue to look for
further opportunities in these areas.
Outside of the US, technology issues in most markets performed
unimpressively, prompting us to adopt a relatively defensive stance. In the UK
and in Asia, technology issues fell back very sharply as investors reacted to
uncertain market conditions by opting for more liquid, and less volatile,
securities. In Japan, the Yen's strength put pressure on profitability, and
although a recovery in profits is in progress, it has started from an
exceptionally depressed level. Our focus in Japan has been on the mobile
communications market, with holdings in DDI and Kyocera, and on those companies
likely to be beneficiaries of the strength in the semiconductor market, such as
Advantest and Sumitomo Sitix. We also made investments in Korean and Taiwanese
1
<PAGE>
================================================================================
To the Shareholders (continued)
- --------------------------------------------------------------------------------
semiconductor manufacturers. In Europe, we concentrated on restructuring and
recovering companies, such as Philips Electronics and Linx Printing Technology,
while we looked for opportunities in outsourcing with positions in Logica,
Capita Group, Isotron, and Unilog. We also established positions in growth
markets such as cable with Bell Cablemedia, and in networking with holdings in
Telemetrix and Unipalm Group. Your Fund may also invest in bio-medical and
environmental technologies; however to date, we have found only a few attractive
holdings, but will continue to pursue such opportunities.
Outlook
On a medium- and longer-term view, we remain enthusiastic about the
prospects for the technology sector. In the short term, however, progress may be
constrained by a difficult stock market environment; equities appear fairly
valued, and although we are optimistic about the outlook for inflation and
economic growth, a strong upward move in stock markets awaits a rally in bonds.
In the US, the technology industry's earnings growth over the next year
should compare very favorably with the market as a whole, and although
valuations have recovered sharply from the summer doldrums, they have yet to
reach a level that would cause us to make a sharp reduction in our US weighting.
Outside of the US, the technology spending cycle is in its infancy, but, as
economic recovery progresses and the US experience is replicated, expenditures
on information technology should increase dramatically.
A detailed look at your Fund's investment results, portfolio holdings, and
audited financial statements for the period ended October 31, 1994, begin on
page 3. By order of the Board of Directors,
/s/William C. Morris /s/Ronald T. Schroeder /s/Iain C. Clark
William C. Morris Ronald T. Schroeder Iain C. Clark
Chairman President Chief Investment Officer
Seligman Henderson Co.
November 23, 1994
2
<PAGE>
================================================================================
Portfolio Overview October 31, 1994
- --------------------------------------------------------------------------------
Your Portfolio Managers
[Photo of Brian Ashford-Russell]
Brian Ashford-Russell is a Senior Fund Manager of Seligman Henderson Co. and
Henderson Administration Group plc. He also serves as Managing Director of TR
Technology plc, a closed-end global technology fund quoted on the London Stock
Exchange, and Manager of HTR Global Technology Unit Trust, a UK-based open-end
fund. Additionally, Mr. Ashford-Russell is a Director of Henderson Investment
Management and has more than 14 years of investment research and portfolio
management experience.
[Photo of Paul H. Wick]
Paul H. Wick is a Vice President of J. & W. Seligman & Co. Incorporated and
Co-Portfolio Manager of Seligman Henderson Global Technology Fund. Mr. Wick
joined Seligman in 1987 as an Associate, Investment Research, and from April
1989 to December 1989 was Co-Manager of Seligman High-Yield Bond Series. He has
been Portfolio Manager of Seligman Communications and Information Fund since
December 1989 and of Seligman Frontier Fund since August 1991.
Major Portfolio Holdings
at October 31, 1994
Security Value
-------- ----------
Advanced Micro Devices .......................... $1,055,000
Yamaha .......................................... 932,370
Adtran .......................................... 903,125
Cable & Wireless ................................ 860,945
Linx Printing Technology ........................ 846,875
Fuji Photo Film ................................. 834,796
Philips Electronics ............................. 827,402
FSI International ............................... 801,125
Arjo ............................................ 795,660
Compuware ....................................... 782,500
Percentage of Investments by Country
as of October 31, 1994
United States .................................. 45.4%
United Kingdom ................................. 15.8
Japan .......................................... 14.5
Sweden ......................................... 3.2
Taiwan ......................................... 2.8
Hong Kong ...................................... 2.4
Canada ......................................... 2.3
Netherlands .................................... 1.8
France ......................................... 1.7
Spain .......................................... 1.5
Indonesia ...................................... 1.4
Italy .......................................... 1.2
Pakistan ....................................... 1.1
Thailand ....................................... 1.1
Brazil ......................................... 0.9
Mexico ......................................... 0.9
South Korea .................................... 0.9
South Africa ................................... 0.6
Australia ...................................... 0.5
-----
Total .......................................... 100.0%
=====
3
<PAGE>
================================================================================
Performance Comparison Chart and Table October 31, 1994
- --------------------------------------------------------------------------------
This chart compares a $10,000 hypothetical investment made in Seligman Henderson
Global Technology Fund Class A and D shares, with and without the maximum
initial sales charge of 4.75% or 1% contingent deferred sales load ("CDSL") as
applicable, since inception on May 23, 1994, through October 31, 1994, to a
$10,000 hypothetical investment made in the Lipper Global Fund Average (Lipper
Average) and the Morgan Stanley Capital International World Index (MSCI World
Index) for the same period. It is important to keep in mind that the Lipper
Average and the MSCI World Index exclude the effects of any fees or sales
charges.
[The table below was represented as a graph in the printed material.]
<TABLE>
<CAPTION>
Class A Class A Class D Class D MSCI World Lipper Global
Global Tech with without with CDSL without Index Funds Average
----------- ------- ------- --------- ------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
5/23/94 $ 9,520.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00
5/30/94 $ 9,493.33 $ 9,971.99 $ 9,971.99 $ 9,971.99 $ 10,000.00 $ 9,994.00
6/30/94 $ 9,333.33 $ 9,803.92 $ 9,789.91 $ 9,789.91 $ 9,956.11 $ 9,765.00
7/31/94 $ 9,613.33 $ 10,098.04 $ 10,084.03 $ 10,084.03 $ 10,129.27 $ 10,058.00
8/31/94 $ 10,373.33 $ 10,896.36 $ 10,882.35 $ 10,882.35 $ 10,418.06 $ 10,457.00
9/30/94 $ 10,800.00 $ 11,344.54 $ 11,302.52 $ 11,302.52 $ 10,127.85 $ 10,305.00
10/31/94 $ 11,160.00 $ 11,722.69 $ 11,580.67 $ 11,680.67 $ 10,339.15 $ 10,451.00
</TABLE>
This table shows the total returns for the since-inception period through
October 31, 1994, for Seligman Henderson Global Technology Fund, with and
without the maximum initial sales charge of 4.75% for Class A shares, with and
without the 1% CDSL imposed on shares redeemed within one year of purchase for
Class D shares, the Lipper Average, and the MSCI World Index.
Total Returns
Since
Inception
5/23/94
--------
Seligman Henderson Global
Technology Fund
Class A with sales charge 11.60%
Class A without sales charge 17.23
Class D with CDSL 15.81
Class D without CDSL 16.81
Lipper Average 4.51
MSCI World Index 3.99
The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on the differences in sales charges
and fees paid by shareholders. Performance data quoted represent changes in
prices and assume that all distributions within the periods are invested in
additional shares. The investment return and principal value of an investment
will fluctuate so that shares, if redeemed, may be worth more or less than their
original cost.
Past performance is not indicative of future investment results.
4
<PAGE>
================================================================================
Portfolio of Investments October 31, 1994
- --------------------------------------------------------------------------------
Shares Value
-------- ----------
Common Stocks--77.0%
Broadcasting--1.6%
Australis Media* (Australia)
Satellite broadcasting .......................... 300,000 $ 218,295
Bell Cablemedia ADRs* (UK)
Cable television operator ....................... 30,000 693,750
----------
912,045
----------
Computer and Business Services--5.0%
Capita Group (UK)
Facilities management ........................... 220,000 581,271
Logica (UK)
Computer services ............................... 160,000 769,574
SPS Transaction Services* (US)
Transaction processing services ................. 4,000 217,000
SunGard Data Systems* (US)
Computer services aimed at disaster recovery .... 12,000 469,500
Unilog (France)
Computer consultants ............................ 9,744 535,447
Unipalm Group* (UK)
Distributor of networking products .............. 150,000 265,032
----------
2,837,824
----------
Computer Hardware/Peripherals--7.0%
Dell Computer* (US)
Developer and manufacturer of
IBM compatible personal computers ............. 12,000 535,500
Electronics For Imaging* (US)
Color copier servers ............................ 21,000 551,250
EMC* (US)
Mainframe storage devices ....................... 36,000 774,000
Linx Printing Technology (UK)
Manufacturer of ink jet printers ................ 595,000 846,875
Psion (UK)
Manufacturer of hand-held computers ............. 50,000 208,590
Triconex* (US)
Fault-tolerant safety control systems ........... 40,000 590,000
Western Digital* (US)
Disk drive manufacturer ......................... 29,000 493,000
----------
3,999,215
----------
Computer Software--8.2%
Business Objects ADRs* (France)
Software development tools ...................... 7,500 244,688
Compuware* (US)
Mainframe systems software ...................... 20,000 782,500
Corel* (Canada)
Developer and manufacturer of graphics software . 39,000 604,500
5
<PAGE>
================================================================================
Portfolio of Investments (continued)
- --------------------------------------------------------------------------------
Shares Value
-------- ----------
Computer Software (continued)
Delrina* (Canada)
Developer and manufacturer of PC-based software . 30,000 $ 438,750
MapInfo* (US)
Developer of desktop mapping software ........... 20,000 425,000
Parametric Technology* (US)
Mechanical design software ...................... 16,000 580,000
Synopsys* (US)
Developer of design software .................... 10,000 461,250
Viewlogic Systems* (US)
Integrated circuit design software .............. 25,000 550,000
Wonderware* (US)
Distributor of Windows(TM)-based
software products ............................. 25,000 628,125
----------
4,714,813
----------
Contract Manufacturing--3.5%
Altron* (US)
Manufacturer of printed circuit boards .......... 25,000 531,250
Hana Microelectronics (Thailand)
Contract manufacturer ........................... 70,000 480,337
Merix* (US)
Contract manufacturer ........................... 30,000 405,000
Sanmina* (US)
Manufacturer of electric circuit boards ......... 25,000 562,500
----------
1,979,087
----------
Distributors--1.3%
Electrocomponents (UK)
Distributor of electronic components ............ 100,000 752,560
----------
Electronics--13.7%
Electrolux (Sweden)
Manufacturer of consumer electronics ............ 12,500 649,430
Graseby (UK)
Electronic components and environmental and
medical instrumentation ....................... 300,000 736,200
Hitachi (Japan)
Diversified electronics manufacturer ............ 65,000 677,852
Kyocera (Japan)
Semiconductor packaging, capacitors and
cellular component supplier ................... 10,000 762,003
Motorola (US)
Semiconductors and electronic equipment ......... 9,000 529,875
Nichicon (Japan)
Capacitors ...................................... 44,000 631,492
Philips Electronics (Netherlands)
Consumer and industrial electronics ............. 25,000 827,402
Samsung Electronics GDSs (South Korea)
Manufacturer of consumer electronics
and semiconductors ............................ 8,000 403,000
6
<PAGE>
================================================================================
October 31, 1994
- --------------------------------------------------------------------------------
Shares Value
-------- ----------
Sumitomo Sitix (Japan)
Supplier of silicon wafers ...................... 45,000 $ 729,479
Varitronix International (Hong Kong)
Manufacturer of LCDs ............................ 320,000 474,181
Yageo GDRs (Taiwan)
Manufacturer of passive components .............. 24,000 504,000
Yamaha (Japan)
Consumer electronics and sound chip technology .. 70,000 932,370
----------
7,857,284
----------
Medical Products and Technology--2.6%
Arjo (Sweden)
Manufacturer of medical products ................ 44,000 795,660
Protein Design Labs* (US)
Antibody technology research and development .... 25,000 434,375
Towa Pharmaceutical* (Japan)
Supplier of generic pharmaceuticals ............. 3,000 251,523
----------
1,481,558
----------
Networking/Communications Infrastructure--4.2%
Adtran* (US)
Designer of digital transmission products ....... 25,000 903,125
Cascade Communications* (US)
Wide-area switching equipment ................... 8,000 445,000
DSC Communications* (US)
Digital telephone switching systems ............. 18,000 554,625
Telemetrix (UK)
Networking components ........................... 375,000 521,475
----------
2,424,225
----------
Printing and Publishing--2.3%
Fuji Photo Film (Japan)
Consumer electronics ............................ 35,000 834,796
Toyo Ink Manufacturing (Japan)
Digital printing ................................ 65,000 453,691
----------
1,288,487
----------
Semiconductors--8.9%
Advanced Micro Devices* (US)
Microprocessors and memory circuits ............. 40,000 1,055,000
Altera* (US)
Manufacturer of integrated circuits ............. 19,000 749,312
Exar* (US)
Manufacturer of mixed-signal circuits ........... 30,000 618,750
Integrated Device Technology* (US)
Manufacturer of memory circuits and
microprocessors ............................... 22,000 627,000
Level One Communications* (US)
Mixed-signal integrated circuits ................ 15,000 270,000
7
<PAGE>
================================================================================
Portfolio of Investments (continued)
- --------------------------------------------------------------------------------
Shares Value
-------- ----------
Semiconductors (continued)
Linear Technology (US)
Producer of high-performance analog
semiconductors ................................ 12,000 $ 579,000
Xilinx* (US)
Field programmable gate arrays .................. 13,000 755,625
Zilog* (US)
Manufacturer and marketer of microprocessors .... 16,000 464,000
----------
5,118,687
----------
Semiconductor Capital Equipment--9.0%
Advantest (Japan)
Manufacturer of semiconductor testing equipment . 22,000 772,328
ASM Pacific Technology (Hong Kong)
Manufacturer of semiconductor production
equipment ..................................... 800,000 595,315
Cognex* (US)
Manufacturer of machine vision systems .......... 28,000 693,000
FSI International* (US)
Manufacturer of semiconductor production
equipment ..................................... 29,000 801,125
Genus* (US)
Semiconductor production equipment .............. 80,000 540,000
Lam Research* (US)
Manufacturer of plasma etching equipment ........ 10,000 451,250
Tencor Instruments* (US)
Wafer inspection devices ........................ 15,000 660,000
Teradyne* (US)
Manufacturer of semiconductor test equipment .... 20,000 657,500
----------
5,170,518
----------
Telecommunications--8.7%
British Telecom (UK)
Telecommunications services ..................... 45,000 290,063
Cable & Wireless (UK)
International telecommunications services ....... 125,000 860,945
DDI (Japan)
Long distance and cellular operator ............. 50 453,278
Indostat Satellite ADRs (Indonesia)
International telecommunications services ....... 16,000 628,000
Pakistan Telecom GDSs (Pakistan)
Telecommunications services ..................... 2,800 471,800
Telebras ADRs (Brazil)
Telecommunications services ..................... 8,000 394,000
Telecom Italia (Italy)
Telecommunications services ..................... 190,000 521,496
Telefonica de Espana (Spain)
Telecommunications services ..................... 50,000 676,863
Telefonos de Mexico ADRs (Mexico)
Telecommunications services ..................... 7,000 385,875
8
<PAGE>
================================================================================
October 31, 1994
- --------------------------------------------------------------------------------
Shares or
Prin. Amt. Value
----------- ------------
Teljoy Holdings (South Africa)
Telecommunications services ................. 250,000 sh. $ 267,081
------------
4,949,401
------------
Miscellaneous--1.0%
Isotron (UK)
Irradiation services supplier ............... 120,000 557,549
------------
Total Common Stocks (cost $38,540,236) ........... 44,043,253
------------
Convertible Bonds--1.3%
Electronics--0.3%
Kinpo Electronics (Taiwan) 3%, 7/21/2001
Office equipment ............................ $ 150,000 158,813
------------
Semiconductors--1.0%
United Micro Electronics (Taiwan) 1 1/4%, 6/8/2004
Manufacturer of semiconductors .............. 414,000 583,223
------------
Total Convertible Bonds (cost $717,170) .......... 742,036
------------
Total Investments--78.3% (cost $39,257,406) ...... 44,785,289
------------
Common Stocks Sold Short--(1.3)%
Networking/Communications Infrastructure--(0.8)%
Cascade Communications
Wide-area switching equipment ............... 8,000 sh. (445,000)
------------
Semiconductors--(0.5)%
Level One Communications
Mixed-signal integrated circuits ............ 15,000 (270,000)
------------
Total Common Stocks Sold Short (proceeds $810,500) (715,000)
------------
Total Investments, net of Short Sales--77.0% ..... 44,070,289
Other Assets Less Liabilities--23.0% ............. 13,147,974
------------
Net Assets--100.0% ............................... $ 57,218,263
============
- -----------------
* Non-income producing security.
Descriptions of companies have not been audited by Deloitte & Touche LLP.
See notes to financial statements.
9
<PAGE>
================================================================================
Statement of Assets and Liabilities October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Assets:
Investments, at value:
Common stocks (cost $38,540,236) .............................................. $ 44,043,253
Convertible bonds (cost $717,170) ............................................. 742,036 $ 44,785,289
------------
Cash ............................................................................ 9,331,824
Receivable for Capital Stock sold ............................................... 2,610,938
Proceeds from securities sold short ............................................. 810,500
Receivable for securities sold .................................................. 757,245
Deposits with brokers for investments sold short ................................ 405,250
Expenses prepaid to shareholder service agent ................................... 42,351
Receivable for dividends and interest ........................................... 40,300
Other ........................................................................... 15,436
------------
Total Assets .................................................................... 58,799,133
------------
Liabilities:
Investments sold short, at value (proceeds $810,500) ............................ 715,000
Payable for securities purchased ................................................ 593,324
Payable for Capital Stock repurchased ........................................... 151,459
Accrued expenses, taxes, and other .............................................. 121,087
------------
Total Liabilities ............................................................... 1,580,870
------------
Net Assets ...................................................................... $ 57,218,263
============
Composition of Net Assets:
Capital Stock, at par ($.001 par value; 10,000,000 shares authorized;
6,836,784 shares outstanding):
Class A ....................................................................... $ 6,058
Class D ....................................................................... 779
Additional paid-in capital ...................................................... 50,999,964
Accumulated net investment loss ................................................. (583)
Undistributed net realized gain on investments .................................. 587,797
Net unrealized appreciation of investments ...................................... 4,970,841
Net unrealized appreciation on translation of assets and liabilities
denominated in foreign currencies ............................................. 653,407
------------
Net Assets ...................................................................... $ 57,218,263
============
Net Asset Value per share:
Class A ($50,719,589 / 6,057,518 shares) ...................................... $ 8.37
============
Class D ($6,498,674 / 779,266 shares) ......................................... $ 8.34
============
</TABLE>
- ---------------
See notes to financial statements.
10
<PAGE>
================================================================================
Statement of Operations For the period May 23, 1994* to October 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Investment income:
Interest ....................................................... $ 140,736
Dividends (net of foreign taxes withheld of $8,646) ............ 63,531
-----------
Total income ................................................... $ 204,267
Expenses:
Management fee ............................................... 102,235
Shareholder account services ................................. 44,165
Distribution and service fees ................................ 34,570
Audit and legal fees ......................................... 30,910
Registration ................................................. 27,931
Custody and related services ................................. 22,638
Shareholder reports and communications ....................... 5,314
Directors' fees and expenses ................................. 2,631
Miscellaneous ................................................ 1,535
-----------
Total expenses ............................................... 271,929
-----------
Net investment loss .......................................... (67,662)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions:
Net realized gain on investments ............................. 704,929
Net realized loss from foreign currency transactions ......... (50,053)
Net change in unrealized appreciation of investments ......... 4,970,841
Net change in unrealized appreciation on translation of assets
and liabilities denominated in foreign currencies .......... 653,407
-----------
Net gain on investments and foreign currency transactions .... 6,279,124
-----------
Increase in net assets from operations ....................... $ 6,211,462
===========
</TABLE>
- -----------
* Commencement of operations.
See notes to financial statements.
11
<PAGE>
================================================================================
Statement of Changes in Net Assets
For the period May 23, 1994* to October 31, 1994
- --------------------------------------------------------------------------------
Operations:
Net investment loss ............................................. $ (67,662)
Net realized gain on investments ................................ 704,929
Net realized loss from foreign currency transactions ............ (50,053)
Net change in unrealized appreciation of investments ............ 4,970,841
Net change in unrealized appreciation on translation of assets
and liabilities denominated in foreign currencies ............. 653,407
-----------
Increase in net assets from operations .......................... 6,211,462
-----------
Capital share transactions: Shares
---------
Net proceeds from sale of shares:
Class A .............................. 6,132,488 45,695,152
Class D .............................. 726,187 5,533,969
Exchanged from associated Funds:
Class A .............................. 249,622 1,899,467
Class D .............................. 60,800 456,736
------------ ------------
Total .................................... 7,169,097 53,585,324
------------ ------------
Cost of shares repurchased:
Class A .............................. (319,927) (2,482,871)
Class D .............................. (7,166) (54,697)
Exchanged into associated Funds:
Class A .............................. (4,665) (36,732)
Class D .............................. (555) (4,223)
------------ ------------
Total .................................... (332,313) (2,578,523)
------------ ------------
Increase in net assets from
capital share transactions ........... 6,836,784 51,006,801
============ ------------
Increase in net assets .......................................... 57,218,263
Net Assets:
Beginning of period ............................................. --
------------
End of period ................................................... $ 57,218,263
============
- ------------
* Commencement of operations.
See notes to financial statements.
12
<PAGE>
================================================================================
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Seligman Henderson Global Technology Fund (the "Fund") is a series of
Seligman Henderson Global Fund Series, Inc. (the "Corporation"). The Fund had no
operations prior to May 23, 1994 (commencement of operations) other than those
relating to organizational matters. The Corporation has 50,000,000 shares of
Capital Stock authorized. The Board of Directors, at its discretion, may
classify any unissued shares of Capital Stock as shares of the Fund or of the
other series of the Corporation. As of October 31, 1994, the Board of Directors
had classified a total of 10,000,000 shares as shares of the Fund.
The Fund offers two classes of shares--Class A shares and Class D shares.
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 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 the Fund 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
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
13
<PAGE>
================================================================================
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
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. The Fund will elect
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 to be made
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.
As a result of such differences, the amount of realized capital gains
distributable to shareholders for federal income tax purposes for the
period ended October 31, 1994, is $117,132 less than the net realized
capital gain on investments reported for financial statement purposes. This
difference has been reclassified to reduce undistributed net realized gain
on investments at October 31, 1994.
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. 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.
3. Purchases and sales of portfolio securities, excluding short-term
investments, for the period ended October 31, 1994, amounted to $45,328,612 and
$6,775,867, respectively. At October 31, 1994, 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, amounted to $6,158,484 and $630,601, respectively.
14
<PAGE>
================================================================================
- --------------------------------------------------------------------------------
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 and a 50% owned
affiliate of the Manager. During the period May 23, 1994 to October 31, 1994,
the Manager and Subadviser, at their discretion, waived a portion of their fees
equal to $29,353.
Seligman Financial Services, Inc. (the "Distributor"), agent for the
distribution of Fund shares and an affiliate of the Manager, received
commissions of $170,518 from the sales of Class A shares, after concessions of
$1,699,610 paid to dealers.
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 organization
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
period ended October 31, 1994, fees paid aggregated $22,911, or 0.19% 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 pa id monthly by the Fund
to the Distributor pursuant to the Plan. For the period ended October 31, 1994,
fees paid amounted to $11,659, or 1.00% per annum of the average daily net
assets of Class D shares.
The Distributor is entitled to retain any CDSL imposed on certain
redemptions of Class D shares occurring within one year of purchase. For the
period ended October 31, 1994, such charges amounted to $366.
Seligman Data Corp., which is owned by certain associated investment
companies, charged the Fund, at cost, $44,165 for shareholder account services.
Certain officers and directors of the Fund are officers or directors of the
Manager, the Subadviser, the Distributor, and/or Seligman Data Corp.
Fees of $12,664 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 balance thereof at October 31, 1994, of $583 is
included in other liabilities. 5. Class-specific expenses charged to Class A and
Class D during the period ended October 31, 1994, which are included in the
corresponding captions of the Statement of Operations, were as follows:
Class A Class D
------- -------
Distribution and service fees ..... $22,911 $11,659
Registration ...................... 17,657 5,760
Shareholder reports and
communications .................. 236 64
15
<PAGE>
================================================================================
Financial Highlights
- --------------------------------------------------------------------------------
The Fund's financial highlights are presented below. The per share operating
performance data is designed to allow investors to trace the operating
performance, on a per share basis, from the Fund's beginning net asset value to
the ending net asset value so that they can 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 the Fund's performance
assuming investors purchased Fund 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 the Fund. The total
returns for periods of less than one year are not annualized.
Class A Class D
----------- -----------
May 23, May 23,
1994* 1994*
to to
October 31, October 31,
Per Share Operating Performance: 1994 1994
----------- -----------
Net asset value, beginning of period ............... $ 7.14 $ 7.14
------ ------
Net investment loss ................................ (0.01) (0.04)
Net realized and unrealized gain on investments .... 1.08 1.08
Net realized and unrealized gain from
foreign currency transactions .................. 0.16 0.16
------ ------
Increase from investment operations ................ 1.23 1.20
Dividends paid ..................................... -- --
Distributions from net realized gain ............... -- --
------ ------
Net increase in net asset value .................... 1.23 1.20
------ ------
Net asset value, end of period ..................... $ 8.37 $ 8.34
====== ======
Total return based on net asset value .............. 17.23% 16.81%
Ratios/Supplemental Data:**
Expenses to average net assets ..................... 2.00%+ 2.75%+
Net investment loss to average net assets .......... (0.45)%+ (1.22)%+
Portfolio turnover ................................. 29.20% 29.20%
Net assets, end of period (000's omitted) .......... $50,719 $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)%+
- ------------
* Commencement of operations.
** The Manager and Subadviser, at their discretion, waived a portion of their
fees.
+ Annualized.
See notes to financial statements.
16
<PAGE>
================================================================================
Report of Independent Auditors
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders,
Seligman Henderson Global Technology Fund:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Seligman Henderson Global Technology Fund as of
October 31, 1994, and the related statements of operations and of changes in net
assets and the financial highlights for the period May 23, 1994 (commencement of
operations) to October 31, 1994. 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 audit.
We conducted our audit 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 financi al 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 October 31, 1994 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 audit provides 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 Seligman Henderson
Global Technology Fund as of October 31, 1994, the results of its operations,
the changes in its net assets, and the financial highlights for the stated
period, in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
November 23, 1994
17
<PAGE>
================================================================================
Board of Directors
- --------------------------------------------------------------------------------
Fred E. Brown
Director and Consultant,
J. & W. Seligman & Co. Incorporated
Alice S. Ilchman 3
President, Sarah Lawrence College
Trustee, Committee for Economic Development
Director, NYNEX
Trustee, The Rockefeller Foundation
John E. Merow
Chairman and Senior 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
Douglas R. Nichols, Jr. 2
Management Consultant
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
Herman J. Schmidt 2
Director, H.J. Heinz Company
Director, HON Industries, Inc.
Director, MAPCO, Inc.
Ronald T. Schroeder 1
President
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
Brian T. Zino 1
Managing Director, J. & W. Seligman & Co. Incorporated
- ------------
Member: 1 Executive Committee
2 Audit Committee
3 Director Nominating Committee
18
<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) 445-1777 Retirement Plan Services
(800) 622-4597 24-Hour Automated
Telephone Access Service
19
<PAGE>
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 Technology Fund, which contains information about the
sales charges, management fee and other costs. Please read the prospectus
carefully before investing or sending money.
EQSHT2 10/94
<PAGE>
File No. 33-44186
811-6485
PART C OTHER INFORMATION
- ----------------------------
Item 24. Financial Statements and Exhibits
(a) Financial Statements and Schedules:
Part A Financial Highlights for Class A shares of each Series for
the period from commencement of operations to October 31,
1994. Financial Highlights for Class D shares of each Series
for the period from commencement of operations to October
31, 1994.
Part B Required Financial Statements are included in each Series'
Annual Report to Shareholders, dated October 31, 1994, which
are incorporated by reference in the Statement of Additional
Information. 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.
(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.
(1) Articles of Amendment and Restatement of Articles of Incorporation
of Seligman Henderson Global Fund Series, Inc.*
(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.
(4c) 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 is incorporated by reference to Exhibit
5a of the Registrant's Post-Effective Amendment No. 11, filed on May
10, 1994.
(5b) Amended Subadvisory Agreement between the Manager and the Subadviser
is incorporated by reference to Exhibit 5b of the Registrant's
Post-Effective Amendment No. 11, filed on May 10, 1994.
(6) Amended Distributing Agreement between the Registrant and Seligman
Financial Services, Inc. is incorporated by reference to Exhibit 6
of the Registrant's Post-Effective Amendment No. 11, filed on May
10, 1994.
<PAGE>
File No. 33-44186
811-6485
PART C OTHER INFORMATION
- -------------------------
Item 24. Financial Statements and Exhibits
(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 is incorporated by reference to
Exhibit 10 of the Registrant's Pre-Effective Amendment No. 11, filed
on May 10, 1994.
(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.
(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.
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION
- ----------------------------
Item 24 Financial Statements and Exhibits.
(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 is incorporated by
reference to Exhibit 16 of the Registrant's Post-Effective Amendment
No. 12, filed on November 29, 1994.
Item 25. Persons Controlled by or Under Common Control with Registrant - None.
Item 26. Number of Holders of Securities - As of December 31, 1994, there
were 1884 recordholders of Class A shares of the Seligman Henderson
International Fund; 3070 holders of record of Class A shares of the
Seligman Henderson Global Smaller Companies Fund; 4158 recordholders
of Class A shares of the Seligman Henderson Global Technology Fund;
2138 recordholders of Class D shares of the Seligman Henderson Global
Smaller Companies Fund; 1346 recordholders of Class D shares of the
Seligman Henderson International Fund; and 1307 recordholders of
Class D shares of the Seligman Henderson Global Technology 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.
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. 801-5798 and SEC File No. 801-4067 both of which
were filed on March 30, 1994).
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:
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION
- -------------------------
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 February 21, 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
Ronald T. Schroeder* Director President and Director
Fred E. Brown* Director Director
Donald R. Pitti* Director and President None
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
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
255 4th Avenue, #2
Kirkland, WA 98033
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
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
</TABLE>
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION
- -------------------------
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
---------------------------------
As of February 21, 1995
-----------------------
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
------------------- --------------------- ---------------------
<S> <C> <C>
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
P.O. Box 1180
Merchentville, NJ 08109
Lynda M. Soleim* Regional Vice President None
14074 Rue St. Raphael Street
Del Mar, CA 92014
Bruce Tuckey Regional Vice President None
316 Woodedge Drive
Bloomfield, MI 48304
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. Wirth Regional Vice President None
8618 Hornwood Court
Charlotte, NC 28215
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, Esq.* Secretary Secretary
</TABLE>
* 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
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION
- -------------------------
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 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 (2)
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>
File No. 33-44186
811-6485
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. 14 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 28th day of February, 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. 14 to its Registration Statement has been signed
below by the following persons in the capacities indicated on February 28,
1995.
Signature Title
---------- -----
/s/ William C. Morris
- ----------------------- Chairman of the Board (Principal
William C. Morris* executive officer) and Director
/s/ Ronald T. Schroeder
- ------------------------ 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/ Brian T. Zino
Betsy S. Michel, Director ) -----------------------------------
Douglas R. Nichols, Jr., Director ) Brian T. Zino, Attorney-in-fact*
James C. Pitney, Director )
James Q. Riordan, Director )
Herman J. Schmidt, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )
Brian T. Zino, Director )
[The text of this Exhibit is a composite restatement of all charter
documents of the Registrant currently on file with the State Department of
Assessments and Taxation of the State of Maryland (the "Filed Documents").
For clarity of presentation, each of the Seligman Henderson International
Fund Class, the Seligman Henderson Global Smaller Companies Fund Class and
the Seligman Henderson Global Technology Fund Class is referred to in this
restatement as a "Series" although in the Filed Documents each is referred
to as a "Class".]
ARTICLES OF INCORPORATION
of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
FIRST: I, the subscriber, Linda A. Mahon, whose post office address is
130 Liberty Street, New York, New York 10006, being more than 18 years of age,
do, under and by virtue of the General Laws of the State of Maryland authorizing
the formation of corporations, form a corporation.
SECOND: Name. The name of the corporation (which is hereinafter called the
"Corporation") is
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
THIRD: Purposes and Powers. The purposes for which the Corporation is
formed and the business or objects to be carried on or promoted by it are to
engage in the business of an investment company, and in connection therewith, to
hold part or all of its funds in cash, to acquire by purchase, subscription,
contract, exchange or otherwise, and to own, hold for investment, resale or
otherwise, sell, assign, negotiate, exchange, transfer or otherwise dispose of,
or turn to account or realize upon, and generally to deal in and with, all forms
of stocks, bonds, debentures, notes, evidences of interest, evidences of
indebtedness, warrants, certificates of deposit, bankers' acceptances,
repurchase agreements, options on securities and other securities, commodity
futures contracts and options thereon, irrespective of their form, the name by
which they may be described, or the character or form of the entities by which
they are issued or created (hereinafter sometimes called "Securities"), and to
make payment therefor by any lawful means; to exercise any and all rights,
powers and privileges of individual ownership or interest in respect of any and
all such Securities, including the right to vote thereon and to consent and
otherwise act with respect thereto; to do any and all acts and things for the
preservation, protection, improvement and enhancement in value of any and all
such Securities; to acquire or become interested in any such Securities as
aforesaid, irrespective of whether or not such Securities be fully paid or
subject to further payments, and to make payments thereon as called for or in
advance of calls or otherwise;
And, in general, to do any or all such other things in connection with the
objects and purposes of the Corporation hereinbefore set forth, as are, in the
opinion of the Board of Directors of the Corporation, necessary, incidental,
relative or conducive to the attainment of such objects and purposes; and to do
such acts and things; and to exercise any and all such powers to the same extent
authorized or permitted to a Corporation under any laws that may be now or
hereafter applicable or available to the Corporation.
-1-
<PAGE>
In addition, the Corporation may issue, sell, acquire through purchase,
exchange, or otherwise hold, dispose of, resell, transfer, reissue or cancel
shares of its capital stock in any manner and to the extent now or hereafter
permitted by the laws of Maryland and by these Articles of Incorporation.
The foregoing matters shall each be construed as purposes, objects and
powers, and none of such matters shall be in any wise limited by reference to,
or inference from, any other of such matters or any other Article of these
Articles of Incorporation, but shall be regarded as independent purposes,
objects and powers and the enumeration of specific purposes, objects and powers
shall not be construed to limit or restrict in any manner the meaning of general
terms or the general powers of the Corporation now or hereafter conferred by the
laws of the State of Maryland, nor shall the expression of one thing be deemed
to exclude another, although it be of like nature, not expressed.
Nothing herein contained shall be construed as giving the Corporation
any rights, powers or privileges not permitted to it by law.
FOURTH: Principal Office. The post office address of the principal
office of the Corporation in this State is c/o The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202. The resident agent of
the Corporation is The Corporation Trust Incorporated, the post office address
of which is 32 South Street, Baltimore, Maryland 21202. Said resident agent is a
Corporation of the State of Maryland.
FIFTH: Capital Stock. A. The total number of shares of all classes of stock
which the Corporation has authority to issue is 50,000,000 shares of common
stock ("Shares") of the par value of $.001 each having an aggregate par value of
$50,000.00. The Shares shall initially constitute three series known as:
"Seligman Henderson International Fund Class", consisting of 25,000,000
shares;
"Seligman Henderson Global Smaller Companies Fund Class", consisting of
15,000,000 shares; and
"Seligman Henderson Global Technology Fund Class", consisting of 10,000,000
shares
(such three series, together with any further series of Shares from time to time
created by the Board of Directors, being herein referred to as a "Series"). The
Board of Directors of the Corporation shall have the power and authority to
further classify or reclassify any unissued shares from time to time by setting
or changing the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of such unissued Shares. Upon the creation of any
further series, the Board of Directors shall, for purposes of identification,
also have the power and authority to designate a name for the existing series
that includes issued Shares of Common Stock.
B. A description of the relative preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of all Series of Shares is as follows,
unless otherwise set forth in Articles Supplementary filed with the Maryland
State Department of Assessments and Taxation describing any further Series from
time to time created by the Board of Directors:
-2-
<PAGE>
(i) Assets Belonging to Series. All consideration received by the
Corporation for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series for
all purposes, subject only to the rights of creditors, and shall be so
recorded upon the books of the account of the Corporation. Such
consideration, assets, income, earnings, profits and proceeds, including
any proceeds derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such proceeds,
in whatever form the same may be, together with any General
<PAGE>
Items (as hereinafter defined) allocated to that Series as provided in the
following sentence, are herein referred to as "assets belonging to" that
Series. In the event that there are any assets, income, earnings, profits
or proceeds thereof, funds or payments which are not readily identifiable
as belonging to any particular Series (collectively "General Items"), the
Board of Directors shall allocate such General Items to and among any one
or more of the Series created from time to time in such manner and on such
basis as it, in its sole discretion, deems fair and equitable; and any
General Items so allocated to a particular Series shall belong to that
Series. Each such allocation by the Board of Directors shall be conclusive
and binding upon the stockholders of all Series for all purposes.
(ii) Liabilities Belonging to Series. The assets belonging to each
particular Series shall be charged with the liabilities of the Corporation
in respect of that Series and with all expenses, costs, charges and
reserves attributable to that Series, and shall be so recorded upon the
books of account of the Corporation. Such liabilities, expenses, costs,
charges and reserves, together with any General Items (as hereinafter
defined) allocated to that Series as provided in the following sentence, so
charged to that Series are herein referred to as "liabilities belonging to"
that Series. In the event there are any general liabilities, expenses,
costs, charges or reserves of the Corporation which are not readily
identifiable as belonging to any particular Series (collectively "General
Items"), the Board of Directors shall allocate and charge such General
Items to and among any one or more of the Series created from time to time
in such manner and on such basis as the Board of Directors in its sole
discretion deems fair and equitable; and any General Items so allocated and
charged to a particular Series shall belong to that Series. Each such
allocation by the Board of Directors shall be conclusive and binding upon
the stockholders of all Series for all purposes.
(iii) Dividends. Dividends and distributions on Shares of a particular
Series may be paid to the holders of Shares of that Series at such times,
in such manner and from such of the income and capital gains, accrued or
realized, from the assets belonging to that Series, after providing for
actual and accrued liabilities belonging to that Series, as the Board of
Directors may determine.
(iv) Liquidation. In event of the liquidation or dissolution of the
Corporation, the stockholders of each Series that has been created shall be
entitled to receive, as a Series, when and as declared by the Board of
Directors, the excess of the assets belonging to that Series over the
liabilities belonging to that Series. The assets so distributable to the
stockholders of any particular Series shall be distributed among such
stockholders in proportion to the number of Shares of that Series held by
them and recorded on the books of the Corporation.
(v) Voting. On each matter submitted to vote of the stockholders, each
holder of a Share shall be entitled to one vote for each such Share
standing in his
-3-
<PAGE>
name on the books of the Corporation irrespective of the Series thereof and
all Shares of all Series shall vote as a single class ("Single Series
Voting"); provided, however, that (a) as to any matter with respect to
which a separate vote of any Series is required by the Investment Company
Act of 1940 or would be required under the Maryland General Corporation
Law, such requirements as to a separate vote by that Series shall apply in
lieu of Single Series Voting as described above; (b) in the event that the
separate vote requirements referred to in (a) above apply with respect to
one or more Series, then, subject to (c) below, the Shares of all other
Series shall vote as a single class; and (c) as to any matter which does
not affect the interest of a particular Series, only the holders of Shares
of the one or more affected Series shall be entitled to vote.
(vi) Equality. All Shares of each particular Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share of
any particular Series shall be equal to each other Share of that Series;
but the provisions of this sentence shall not restrict any distinctions
permissible under these Articles of Incorporation that may exist with
respect to stockholder elections to receive dividends or distributions in
cash or Shares of the same Series or that may otherwise exist with respect
to dividends and distributions on Shares of the same Series.
C. No holder of shares shall be entitled as such, as a matter of right, to
purchase or subscribe for any part of any new or additional issue of shares or
securities of the Corporation.
All shares now or hereafter authorized, and of any Series, shall be
"subject to redemption" and "redeemable", in the sense used in the General Laws
of the State of Maryland authorizing the formation of corporations, at the
redemption or repurchase price for shares of that Series, determined in the
manner set out in these Articles of Incorporation or in any amendment thereto.
In the absence of any contrary specification as to the purpose for which Shares
are repurchased by it, all Shares so repurchased shall be deemed to be "acquired
for retirement" in the sense contemplated by the laws of the State of Maryland.
Shares retired by repurchase or retired by redemption shall thereafter have the
status of authorized but unissued Shares of the Corporation.
All persons who shall acquire Shares shall acquire the same subject to
the provisions of these Articles of Incorporation.
D. The terms of each Series as further set by the Board of Directors are as
follows:
(1) The common stock of each 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 each 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 that particular class; provided
that at all times the aggregate authorized, issued and outstanding shares of
Class A and Class D common stock of a particular Series shall not exceed the
authorized number of shares of common stock of that Series (i.e., 10,000,000
shares of common stock for the Seligman Henderson Global Technology Fund Class
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 a 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."
-4-
<PAGE>
(2) 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:
(a) 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").
(b) 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.
(c) 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.
(d) 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 for a Series, shares of a particular Class of
a Series may be automatically converted into shares of another Class
of a Series; 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 of a Series 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 (c) above), such
requirement as to a separate vote by that Class of a Series 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.
SIXTH: Directors. The initial number of directors of the Corporation shall
be two, and the names of those who shall act as such until the first annual
meeting and until their successors are elected and qualified are as follows:
William C. Morris and Ronald T. Schroeder. The number of directors may be
changed from time to time in such lawful manner as the By-Laws of the
Corporation shall provide. Unless otherwise provided by the By-Laws of the
Corporation, the directors of the Corporation need not be stockholders.
SEVENTH: Provisions for Defining, Limiting and Regulating the Powers of the
Corporation, Directors and Stockholders.
A. Board of Directors. The Board of Directors shall have the general
management and control of the business and property of the Corporation, and may
exercise all the powers of the Corporation, except such as are by statute or by
these Articles of Incorporation or by the By-Laws conferred
-5-
<PAGE>
upon or reserved to the stockholders. In furtherance and not
in limitation of the powers conferred by statute, the Board of
Directors is hereby empowered:
1. To authorize the issuance and sale, from time to time, of Shares of
any Series whether for cash at not less than the par value thereof or for
such other consideration as the Board of Directors may deem advisable, in
the manner and to the extent now or hereafter permitted by the laws of
Maryland; provided, however, the consideration (or the value thereof as
determined by the Board of Directors) per share to be received by the
Corporation upon the sale of shares of any Series (including treasury
Shares) shall not be less than the net asset value (determined as provided
in Article NINTH hereof) per Share of that Series outstanding at the time
(determined by the Board of Directors) as of which the computation of such
net asset value shall be made.
2. To authorize the execution and performance by the Corporation of an
agreement or agreements, which may be exclusive contracts, with Seligman
Financial Services, Inc., a Delaware corporation, or any other person, as
distributor, providing for the distribution of Shares of any Series.
3. To specify, in instances in which it may be desirable, that Shares
of any Series repurchased by the Corporation are not acquired for
retirement and to specify the purposes for which such Shares are
repurchased.
4. To authorize the execution and performance by the Corporation of an
agreement or agreements with J. & W. Seligman & Co. Incorporated, a
Delaware corporation, or any successor to the corporation ("Seligman")
providing for the investment and other operations of the Corporation
The Corporation may in its By-Laws confer powers on the Board of
Directors in addition to the powers expressly conferred by statute.
B. Quorum; Adjournment; Majority Vote. The presence in person or by
proxy of the holders of one-third of the Shares of all Series issued and
outstanding and entitled to vote thereat shall constitute a quorum for the
transaction of any business at all meetings of the shareholders except as
otherwise provided by law or in these Articles of Incorporation and except that
where the holders of Shares of any Series are entitled to a separate vote as a
Series (a "Separate Series") or where the holders of Shares of two or more (but
not all) Series are required to vote as a single Series (a "Combined Series"),
the presence in person or by proxy of the holders of one-third of the Shares of
that Separate Series or Combined Series, as the case may be, issued and
outstanding and entitled to vote thereat shall constitute a quorum for such
vote. If, however, a quorum with respect to all Series, a Separate Series or a
Combined Series, as the case may be, shall not be present or represented at any
meeting of the shareholders, the holders of a majority of the Shares of all
Series, such Separate Series or such Combined Series, as the case may be,
present in person or by proxy and entitled to vote shall have power to adjourn
the meeting from time to time as to all Classes, such Separate Class or such
Combined Class, as the case may be, without notice other than announcement at
the meeting, until the requisite number of Shares entitled to vote at such
meeting shall be present. At such adjourned meeting at which the requisite
number of Shares entitled to vote thereat shall be represented any business may
be transacted which might have been transacted at the meeting as originally
notified. The absence from any meeting of stockholders of the number of Shares
in excess of one-third of the Shares of all Series or of the affected Series, as
the case may be, which may be required by the laws of the State of Maryland, the
Investment Company Act of 1940 or any other applicable law, these Articles of
Incorporation, for action upon any given matter shall not prevent action of such
meeting upon any other matter or matters which may properly come before the
meeting, if there shall be present thereat, in person or by proxy, holders of
the number of Shares required for action in respect of such other matter or
matters.
-6-
<PAGE>
Notwithstanding any provision of law requiring any action to be taken or
authorized by the holders of a greater proportion than a majority of the Shares
of all Series or of the Shares of a particular Series, as the case may be,
entitled to vote thereon, such action shall be valid and effective if taken or
authorized by the affirmative vote of the holders of a majority of the Shares of
all Series or of such Series, as the case may be, outstanding and entitled to
vote thereon.
EIGHTH: Redemptions and Repurchases.
A. The Corporation shall under some circumstances redeem, and may under
other circumstances redeem or repurchase, Shares as follows:
1. Obligation of the Corporation to Redeem Shares. Each holder of
Shares of any Series shall be entitled at his option to require the
Corporation to redeem all or any part of the Shares of that Series owned by
such holder, upon written or telegraphic request to the Corporation or its
designated agent, accompanied by surrender of the certificate or
certificates for such shares, or such other evidence of ownership as shall
be specified by the Board of Directors, for the proportionate interest per
Share in the assets of the Corporation belonging to that Class, or the cash
equivalent thereof (being the net asset value per Share of that Series
determined as provided in Article NINTH hereof less the amount of any
applicable contingent deferred sales load payable on such redemption),
subject to and in accordance with the provisions of paragraph B of this
Article.
2. Right of the Corporation to Redeem Shares. In addition the Board of
Directors may, from time to time in its discretion, authorize the
Corporation to require the redemption of all or any part of the outstanding
Shares of any Series, for the proportionate interest per Share in the
assets of the Corporation belonging to that Series, or the cash equivalent
thereof (being the net asset value per Share of that Series determined as
provided in Article NINTH hereof), subject to and in accordance with the
provisions of paragraph B of this Article, upon the sending of written
notice thereof to each stockholder any of whose Shares are so redeemed and
upon such terms and conditions as the Board of Directors shall deem
advisable.
3. Right of the Corporation to Repurchase Shares. In addition the
Board of Directors may, from time to time in its discretion, authorize the
officers of the Corporation to repurchase Shares of any Series, either
directly or through an agent, subject to and in accordance with the
provisions of paragraph B of this Article. The price to be paid by the
Corporation upon any such repurchase shall be determined, in the discretion
of the Board of Directors, in accordance with any provision of the
Investment Company Act of 1940 or any rule or regulation thereunder,
including any rule or regulation made or adopted pursuant to Section 22 of
the Investment Company Act of 1940 by the Securities and Exchange
Commission or any securities association registered under the Securities
and Exchange Act of 1934.
B. The following provisions shall be applicable with respect to redemptions
and repurchases of Shares of any Series pursuant to paragraph A hereof:
1. The time as of which the net asset value per Share of a particular
Series applicable to any redemption pursuant to subparagraph A(1) or A(2)
of this Article shall be computed shall be such time as may be determined
by or pursuant to the direction of the Board of Directors (which time may
differ from Class to Class).
2. Certificates for Shares of any Series to be redeemed or repurchased
shall be surrendered in proper form for transfer, together with such proof
of the authenticity of signatures as may be required by
resolution of the Board of Directors.
-7-
<PAGE>
3. Payment of the redemption or repurchase price by the Corporation or
its designated agent shall be made in cash within seven days after the time
used for determination of the redemption or repurchase price, but in no
event prior to delivery to the Corporation or its designated agent of the
certificate or certificates for the Shares of the particular Series so
redeemed or repurchased, or of such other evidence of ownership as shall be
specified by the Board of Directors; except that any payment may be made in
whole or in part in securities or other assets of the Corporation belonging
to that Series if, in the event of the closing of the New York Stock
Exchange or the happening of any event at any time prior to actual payment
which makes the liquidation of Securities in orderly fashion impractical or
impossible, the Board of Directors shall determine that payment in cash
would be prejudicial to the best interests of the remaining stockholders of
that Series. In making any such payment in whole or in part in Securities
or other assets of the Corporation belonging to that Series, the
Corporation shall, as nearly as may be practicable, deliver Securities or
other assets of a gross value (determined in the manner provided in Article
NINTH hereof) representing the same proportionate interest in the
Securities and other assets of the Corporation belonging to that Series as
is represented by the Shares of that Class so to be paid for. Delivery of
the Securities included in any such payment shall be made as promptly as
any necessary transfers on the books of the several corporations whose
Securities are to be delivered may be made.
4. The right of the holder of Shares of any Series redeemed or
repurchased by the Corporation as provided in this Article to receive
dividends thereon and all other rights of such holder with respect to such
Shares shall forthwith cease and terminate from and after the time as of
which the redemption or repurchase price of such Shares has been determined
(except the right of such holder to receive (a) the redemption or
repurchase price of such Shares from the Corporation or its designated
agent, in cash and/or in securities or other assets of the Corporation
belonging to that Class, and (b) any dividend to which such holder had
previously become entitled as the record holder of such Shares on the
record date for such dividend, and, with respect to Shares otherwise
entitled to vote, except the right of such holder to vote at a meeting of
stockholders such Shares owned of record by him on the record date for such
meeting).
NINTH: Determination of Net Asset Value. For the purposes referred to in
Articles SEVENTH and EIGHTH hereof the net asset value per Share of any Series
shall be determined by or pursuant to the direction of the Board of Directors in
accordance with the following provisions:
A. Such net asset value per Share of a particular Series on any day shall
be computed as follows:
The net asset value per Share of that Series shall be the quotient
obtained by dividing the "net value of the assets" of the Corporation
belonging to that Series by the total number of Shares of that Class at the
time deemed to be outstanding (including Shares sold whether paid for and
issued or not, and excluding Shares redeemed or repurchased on the basis of
previously determined values, whether paid for, received and held in
treasury, or not).
The "net value of the assets" of the Corporation belonging to a
particular Series shall be the "gross value" of the assets belonging to
that Series after deducting the amount of all expenses incurred and accrued
and unpaid belonging to that Series, such reserves belonging to that Class
as may be set up to cover taxes and any other liabilities, and such other
deductions belonging to that Series as in the opinion of the officers of
the Corporation are in accordance with accepted accounting practice.
-8-
<PAGE>
The "gross value" of the assets belonging to a particular Series shall
be the amount of all cash and receivables and the market value of all
Securities and other assets held by the Corporation and belonging to that
Series at the time as of which the determination is made. Securities held
shall be valued at market value or, in the absence of readily available
market quotations, at fair value, both as determined pursuant to methods
approved by the Board of Directors and in accordance with applicable
statutes and regulations.
B. The Board of Directors is empowered, in its absolute discretion, to
establish other methods for determining such net asset value whenever such other
methods are deemed by it to be necessary or desirable and are consistent with
the provisions of the Investment Company Act of 1940 and the rules and
regulations thereunder.
TENTH: Determination Binding. Any determination made by or pursuant to
the direction of the Board of Directors in good faith, and so far as accounting
matters are involved in accordance with accepted accounting practice, as to the
amount of the assets, obligations or liabilities of the Corporation belonging to
any Series, as to the amount of the net income of the Corporation belonging to
any Series for any period or amounts that are any time legally available for the
payment of dividends of shares of any Series, as to the amount of any reserves
or charges set up with respect to any Series and the propriety thereof, as to
the time of or purpose for creating any reserves or charges with respect to any
Series, as to the use, alteration or cancellation of any reserves or charges
with respect to any Series (whether or not any obligation or liability for which
such reserves or charges shall have been created or shall have been paid or
discharged or shall be then or thereafter required to be paid or discharged), as
to the price or closing bid or asked price of any security owned or held by the
Corporation and belonging to any Series, as to the market value of any security
or fair value of any other asset owned by the Corporation and belonging to any
Series, as to the number of Shares of any Series outstanding or deemed to be
outstanding, as to the impracticability or impossibility of liquidating
Securities in orderly fashion, as to the extent to which it is practicable to
deliver the proportionate interest in the Securities and other assets of the
Corporation belonging to any Series represented by any Shares belonging to any
Series redeemed or repurchased in payment for any such Shares, as to the method
of payment for any such Shares redeemed or repurchased, or as to any other
matters relating to the issue, sale, redemption, repurchase, and/or other
acquisition or disposition of Securities or Shares of the Corporation shall be
final and conclusive and shall be binding upon the Corporation and all holders
of Shares of all Series past, present and future, and Shares of all Series are
issued and sold on the condition and understanding that any and all such
determinations shall be binding as aforesaid. No provision of these Articles of
Incorporation shall be effective to (a) bind any person to waive compliance with
any provision of the Securities Act of 1933 or the Investment Company Act of
1940 or of any valid rule, regulation or order of the Securities and Exchange
Commission thereunder, or (b) protect or purport to protect any director or
officer of the Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
ELEVENTH: Liabilities of Director or Officer. A director or officer of
the Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a Director or Officer, except
to the extent such exemption from liability or limitation thereof is not
permitted by law (including the Investment Company Act of 1940 as currently in
effect or as the same may hereafter be amended).
No amendment, modification or repeal of this Article ELEVENTH shall
adversely affect any right or protection of a Director or Officer that exists at
the time of such amendment, modification or repeal.
-9-
<PAGE>
TWELFTH: Indemnification of Directors, Officers and Employees. The
Corporation shall indemnify to the fullest extent permitted by law (including
the Investment Company Act of 1940 as currently in effect or as the same may
hereafter be amended) any person made or threatened to be made a party to any
action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a Director, Officer or employee of the Corporation or
serves or served at the request of the Corporation any other enterprise as a
Director, Officer or employee. To the fullest extent permitted by law (including
the Investment Company Act of 1940 as currently in effect or as the same may
hereafter be amended), expenses incurred by any such person in defending any
such action, suit or proceeding shall be paid or reimbursed by the Corporation
promptly upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation. The rights provided to any person by this
Article shall be enforceable against the Corporation by such person who shall be
presumed to have relied upon it in serving or continuing to serve as a Director,
Officer or employee as provided above. No amendment of this Article TWELFTH
shall impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Article TWELFTH, the
term "Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
Director, Officer or employee of the Corporation which imposes duties on, or
involves services by, such Director, Officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to any employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
THIRTEENTH: Amendments. The Corporation reserves the right to take any
lawful action and to make any amendment of these Articles of Incorporation,
including the right to make any amendment which changes the terms of any Shares
of any Series now or hereafter authorized by classification, reclassification,
or otherwise, and to make any amendment authorizing any sale, lease, exchange or
transfer of the property and assets of the Corporation or belonging to any
Series as an entirety, or substantially as an entirety, with or without its good
will and franchise, if a majority of all the Shares of all Series or of the
affected Series, as the case may be, at the time issued and outstanding and
entitled to vote, vote in favor of any such action or amendment, or consent
thereto in writing, and reserves the right to make any amendment of these
Articles of Incorporation in any form, manner or substance now or hereafter
authorized or permitted by law.
I acknowledge this document to be my act, and state under penalties of
perjury that with respect to all matters and facts therein, to the best of my
knowledge, information and belief such matters and facts are true in all
material respects.
DATE: November 21, 1991 BY: /S/ LINDA A. MAHON
-10-
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 10944
<NET-ASSETS> 46269<F1>
<DIVIDEND-INCOME> 273<F1>
<INTEREST-INCOME> 132<F1>
<OTHER-INCOME> 0
<EXPENSES-NET> 676<F1>
<NET-INVESTMENT-INCOME> (54)<F1>
<REALIZED-GAINS-CURRENT> 3084
<APPREC-INCREASE-CURRENT> 8155
<NET-CHANGE-FROM-OPS> 10560
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 159<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2204<F1>
<NUMBER-OF-SHARES-REDEEMED> 415<F1>
<SHARES-REINVESTED> 14<F1>
<NET-CHANGE-IN-ASSETS> 53539
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 307
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 353<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 676<F1>
<AVERAGE-NET-ASSETS> 35269<F1>
<PER-SHARE-NAV-BEGIN> 9.98<F1>
<PER-SHARE-NII> (.08)<F1>
<PER-SHARE-GAIN-APPREC> 2.09<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .06<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.93<F1>
<EXPENSE-RATIO> 1.92<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A Only
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> Global Smaller Companies Class D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 64462
<INVESTMENTS-AT-VALUE> 75435
<RECEIVABLES> 3885
<ASSETS-OTHER> 6028
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 85348
<PAYABLE-FOR-SECURITIES> 475
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 287
<TOTAL-LIABILITIES> 762
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 71290
<SHARES-COMMON-STOCK> 3247<F1>
<SHARES-COMMON-PRIOR> 1040<F1>
<ACCUMULATED-NII-CURRENT> (3)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2355
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 10944
<NET-ASSETS> 38318<F1>
<DIVIDEND-INCOME> 211<F1>
<INTEREST-INCOME> 102<F1>
<OTHER-INCOME> 0
<EXPENSES-NET> 720<F1>
<NET-INVESTMENT-INCOME> (407)<F1>
<REALIZED-GAINS-CURRENT> 3084
<APPREC-INCREASE-CURRENT> 8155
<NET-CHANGE-FROM-OPS> 10560
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 90<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2485<F1>
<NUMBER-OF-SHARES-REDEEMED> 286<F1>
<SHARES-REINVESTED> 8<F1>
<NET-CHANGE-IN-ASSETS> 53539
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 307
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 266<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 720<F1>
<AVERAGE-NET-ASSETS> 26617<F1>
<PER-SHARE-NAV-BEGIN> 9.94<F1>
<PER-SHARE-NII> (.16)<F1>
<PER-SHARE-GAIN-APPREC> 2.08<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .06<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.80<F1>
<EXPENSE-RATIO> 2.70<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D Only
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> Global Technology Class A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 39257
<INVESTMENTS-AT-VALUE> 44785
<RECEIVABLES> 4219
<ASSETS-OTHER> 9795
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 58799
<PAYABLE-FOR-SECURITIES> 593
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 988
<TOTAL-LIABILITIES> 1581
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 51007
<SHARES-COMMON-STOCK> 6058<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (1)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 588
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5624
<NET-ASSETS> 50720<F1>
<DIVIDEND-INCOME> 58<F1>
<INTEREST-INCOME> 128<F1>
<OTHER-INCOME> 0
<EXPENSES-NET> 240<F1>
<NET-INVESTMENT-INCOME> (68)<F1>
<REALIZED-GAINS-CURRENT> 655
<APPREC-INCREASE-CURRENT> 5624
<NET-CHANGE-FROM-OPS> 6211
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6382<F1>
<NUMBER-OF-SHARES-REDEEMED> 324<F1>
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 57218
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 120<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 240<F1>
<AVERAGE-NET-ASSETS> 27022<F1>
<PER-SHARE-NAV-BEGIN> 7.14<F1>
<PER-SHARE-NII> (.01)<F1>
<PER-SHARE-GAIN-APPREC> 1.24<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.37<F1>
<EXPENSE-RATIO> 2.00<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A Only
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> Global Technology Class D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 39257
<INVESTMENTS-AT-VALUE> 44785
<RECEIVABLES> 4219
<ASSETS-OTHER> 9795
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 58799
<PAYABLE-FOR-SECURITIES> 593
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 988
<TOTAL-LIABILITIES> 1581
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 51007
<SHARES-COMMON-STOCK> 779<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (1)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 588
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5624
<NET-ASSETS> 6499<F1>
<DIVIDEND-INCOME> 6<F1>
<INTEREST-INCOME> 12<F1>
<OTHER-INCOME> 0
<EXPENSES-NET> 32<F1>
<NET-INVESTMENT-INCOME> (14)<F1>
<REALIZED-GAINS-CURRENT> 655
<APPREC-INCREASE-CURRENT> 5624
<NET-CHANGE-FROM-OPS> 6211
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 787<F1>
<NUMBER-OF-SHARES-REDEEMED> 8<F1>
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 57218
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 32<F1>
<AVERAGE-NET-ASSETS> 2627<F1>
<PER-SHARE-NAV-BEGIN> 7.14<F1>
<PER-SHARE-NII> (.04)<F1>
<PER-SHARE-GAIN-APPREC> 1.24<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.34<F1>
<EXPENSE-RATIO> 2.75<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D Only
</FN>
</TABLE>
Exhibit 6
SALES AGREEMENT
covering shares of capital stock
and/or shares of beneficial interest of
THE SELIGMAN MUTUAL FUNDS
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 Fund Series, Inc.
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.
Seligman Tax-Exempt Series Trust
between
SELIGMAN FINANCIAL SERVICES, INC.
and
------------------------------------------------------------------
Dealer
The Dealer named above and Seligman Financial Services, Inc., exclusive agent
for distribution of shares of capital stock 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 Fund Series, Inc., Seligman Income Fund, Inc., Seligman New
Jersey Tax-Exempt Fund, Inc., and Seligman Tax-Exempt Fund Series, Inc., and
shares of beneficial interest of Seligman High Income Fund Series, Seligman
Pennsylvania Tax-Exempt Fund, and Seligman Tax-Exempt Series Trust, agree to the
terms and conditions set forth in this agreement.
Dealer Signature
Seligman Financial Services, Inc. Acceptance
- ------------------------------------- -------------------------------------
Principal Officer Stephen J. Hodgdon, President
SELIGMAN FINANCIAL SERVICES, INC.
_____________________________________ 100 Park Avenue
Address New York, New York 10017
- ------------------------------------- -------------------------------------
Employer Identification No. Date
REV 1/95
<PAGE>
The Dealer and Seligman Financial Services, Inc. ("Seligman Financial
Services"), as exclusive agent for distribution of Class A and Class D Shares
(as described in the "Policies and Procedures," as set forth below) of the
Capital Stock and/or Class A and Class D Shares of beneficial interest
(collectively, the "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 Fund
Series, Inc., Seligman High Income Fund Series, Seligman Income Fund, Inc.,
Seligman New Jersey Tax-Exempt Fund, Inc., Seligman Pennsylvania Tax-Exempt
Fund, Seligman Tax-Exempt Fund Series, Inc. and Seligman Tax-Exempt Series Trust
and or any other mutual fund for which Seligman Financial Services is exclusive
agent for distribution (herein called the Funds), agree as follows:
1. The Dealer agrees to comply with the attached "Policies and Procedures"
with respect to sales of Seligman Mutual Funds offering two classes of
shares, as set forth below.
2. An order for Shares of one or more of the Funds, placed by the Dealer with
Seligman Financial Services, will be confirmed at the public offering price
as described in each Fund's current prospectus. Unless otherwise agreed
when an order is placed, the Dealer shall remit the purchase price to the
Fund, or Funds, with issuing instruction, within the period of time
prescribed by existing regulations. No wire orders under $1,000 may be
placed for initial purchases.
3. Shares of the Funds shall be offered for sale and sold by the Dealer only
at the applicable public offering price currently in effect, determined in
the manner prescribed in each Fund's prospectus. Seligman Financial
Services will make a reasonable effort to notify the Dealer of any
redetermination or suspension of the current public offering price, but
Seligman Financial Services shall be under no liability for failure to do
so.
4. On each purchase of Shares by the Dealer, the Dealer shall be entitled,
based on the Class of Shares purchased and except as provided in each
Fund's current prospectus, to a concession determined as a percentage of
the price to the investor as set forth in each Fund's current prospectus.
On each purchase of Class A Shares, Seligman Financial Services reserves
the right to receive a minimum concession of $.75 per transaction. No
concessions will be paid to the Dealer for the investment of dividends in
additional shares.
5. Except for sales to and purchases from the Dealer's retail customers, all
of which shall be made at the applicable current public offering price or
the current price bid by Seligman Financial Services on behalf of the Fund,
the Dealer agrees to buy Shares only through Seligman Financial Services
and not from any other sources and to sell shares only to Seligman
Financial Services, the Fund or its redemption agent and not to any other
purchasers.
6. By signing this Agreement, both Seligman Financial Services and the Dealer
warrant that they are members of the National Association of Securities
Dealers, Inc., and agree that termination of such membership at any time
shall terminate this Agreement forthwith regardless of the provisions of
paragraph 10 hereof. Each party further agrees to comply with all rules and
regulations of such Association and specifically to observe the following
provisions:
(a) Neither Seligman Financial Services nor the Dealer shall withhold
placing customers' orders for Shares so as to profit itself as a
result of such withholding.
(b) Seligman Financial Services shall not purchase Shares from any of the
Funds except for the purpose of covering purchase orders already
received, and the Dealer shall not purchase Shares of any of the Funds
through Seligman Financial Services other than for investment, except
for the purpose of covering purchase orders already received.
<PAGE>
(c) Seligman Financial Services shall not accept a conditional order for
Shares on any basis other than at a specified definite price. The
Dealer shall not, as principal, purchase Shares of any of the Funds
from a recordholder at a price lower than the bid price, if any, then
quoted by or for the Fund, but the Dealer shall not be prevented from
selling Shares for the account of a record owner to Seligman Financial
Services, the Fund or its redemption agent at the bid price currently
quoted by or for such Fund, and charging the investor a fair
commission for handling the transaction.
(d) If Class A Shares are repurchased by a Fund or by Seligman Financial
Services as its agent, or are tendered for redemption within seven
business days after confirmation by Seligman Financial Services of the
original purchase order of the Dealer for such Shares, (i) the Dealer
shall forthwith refund to Seligman Financial Services the full
concession allowed to the Dealer on the original sales and (ii)
Seligman Financial Services shall forthwith pay to the Fund Seligman
Financial Services' share of the "sales load" on the original sale by
Seligman Financial Services, and shall also pay to the Fund the refund
which Seligman Financial Services received under (i) above. The Dealer
shall be notified by Seligman Financial Services of such repurchase or
redemption within ten days of the date that such redemption or
repurchase is placed with Seligman Financial Services, the Fund or its
authorized agent. Termination or cancellation of this Agreement shall
not relieve the Dealer or Seligman Financial Services from the
requirements of this clause (d).
7. (a) Seligman Financial Services shall be entitled to a contingent
deferred sales load ("CDSL") on redemptions within one year of
purchase on any Class D Shares sold. With respect to omnibus accounts
in which Class D Shares are held at Seligman Data Corp. ("SDC") in the
Dealer's name, the Dealer agrees that by the tenth day of each month
it will furnish to SDC a report of each redemption in the preceding
month to which a CDSL was applicable, accompanied by a check payable
to Seligman Financial Services in payment of the CDSL due.
(b) If, with respect to a redemption of any Class D Shares sold by the
Dealer, the CDSL is waived because the redemption qualifies for a
waiver set forth in the Fund's prospectus, the Dealer shall promptly
remit to Seligman Financial Services an amount equal to the payment
made by Seligman Financial Services to the Dealer at the time of sale
with respect to such Class D Shares.
8. In all transactions between Seligman Financial Services and the Dealer
under this Agreement, the Dealer will act as principal in purchasing from
or selling to Seligman Financial Services. The dealer is not for any
purposes employed or retained as or authorized to act as broker, agent or
employee of any Fund or of Seligman Financial Services and the Dealer is
not authorized in any manner to act for any Fund or Seligman Financial
Services or to make any representations on behalf of Seligman Financial
Services. In purchasing and selling Shares of any Fund under this
Agreement, the Dealer shall be entitled to rely only upon matters stated in
the current offering prospectus of the applicable Fund and upon such
written representations, if any, as may be made by Seligman Financial
Services to the Dealer over the signature of Seligman Financial Services.
9. Seligman Financial Services will furnish to the Dealer, without charge,
reasonable quantities of the current offering prospectus of each Fund and
sales material issued from time to time by Seligman Financial Services.
10. Either Party to this Agreement may cancel this Agreement by written notice
to the other party. Such cancellation shall be effective at the close of
business on the 5th day following the date on which such notice was given.
Seligman Financial Services may modify this Agreement at any time by
written notice to the Dealer. Such notice shall be deemed to have been
given on the date upon which it was either delivered personally to the
other party or any officer or member thereof, or was mailed postage-paid,
or delivered to a telegraph office for transmission to the other party at
his or its address as shown herein.
<PAGE>
11. This Agreement shall be construed in accordance with the laws of the State
of New York and shall be binding upon both parties hereto when signed by
Seligman Financial Services and by the Dealer in the spaces provided on the
cover of this Agreement. This Agreement shall not be applicable to Shares
of a Fund in a state in which such Fund Shares are not qualified for sale.
POLICIES AND PROCEDURES
In connection with the offering by the Funds of two classes of shares, one
subject to a front-end sales load and a service fee ("Class A Shares"), and one
subject to a service fee, a distribution fee, no front-end sales load and a
contingent deferred sales load on redemptions within one year of purchase
("Class D Shares"), it is important for an investor to choose the method of
purchasing shares which best suits his or her particular circumstances. To
assist investors in these decisions, Seligman Financial Services has instituted
the following policies with respect to orders for Shares:
1. No purchase order may be placed for Class D Shares for amounts of
$4,000,000 or more.
2. Any purchase order for less than $4,000,000 may be for either Class A
or Class D Shares in light of the relevant facts and circumstances,
including:
a. the specific purchase order dollar amount;
b. the length of time the investor expects to hold his Shares; and
c. any other relevant circumstances such as the availability of
purchases under a Letter of Intent, Volume Discount, or Right of
Accumulation.
There are instances when one method of purchasing Shares may be more
appropriate than the other. For example, investors who would qualify for a
significant discount from the maximum sales load on Class A Shares may determine
that payment of such a reduced front-end sales load and service fee is
preferable to payment of a higher ongoing distribution fee. On the other hand,
an investor whose order would not qualify for such a discount may wish to have
all of his or her funds invested in Class D Shares, initially. However, if such
an investor anticipates that he or she will redeem his or her Class D Shares
within one year, the investor may, depending on the amount of the purchase, pay
an amount greater than the sales load and service fee attributable to Class A
Shares.
Appropriate supervisory personnel within your organization must ensure that
all employees receiving investor inquiries about the purchase of Shares of a
Fund advise the investor of then available pricing structures offered by the
Fund, and the impact of choosing one method over another. In some instances it
may be appropriate for a supervisory person to discuss a purchase with the
investor.
Questions relating to this policy should be directed to Stephen J. Hodgdon,
President, Seligman Financial Services at (212) 850-1217.
CONSENT OF INDEPENDENT AUDITORS
Seligman Henderson Global Fund Series Inc.:
We consent to the incorporation by reference in the Statement of Additional
Information in this Post-Effective Amendment No. 14 to Registration Statement
No. 33-44186 of our reports dated December 2, 1994, appearing in the Annual
Reports to shareholders of the Seligman Henderson International Fund and the
Seligman Henderson Global Smaller Companies Fund (formerly Seligman Henderson
Global Emerging Companies Fund) for the year ended October 31, 1994 , and our
report dated November 23, 1994, appearing in the Annual Report to shareholders
of the Seligman Henderson Global Technology Fund for the period May 23,1994 to
October 31, 1994, all of which are part of such Registration Statement, and to
the reference to us under the heading 'Financial Highlights' in the Prospectus,
which is also part of such Registration Statement.
/S/ Deloitte & Touche LLP
- --------------------------
DELOITTE & TOUCHE LLP
New York, New York
February 24, 1995
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
Section 1. Seligman Henderson International Fund (the "Series"), a series
of Seligman Henderson Global Fund Series, Inc. (the "Fund") will pay fees to
Seligman Financial Services, Inc., the principal underwriter of its shares (the
"Distributor"), for administration, shareholder services and distribution
assistance for the Class A and Class D shares of the Series. As a result, the
Series is adopting this Administration, Shareholder Services and Distribution
Plan (the "Plan") pursuant to Section 12(b) of the Investment Company Act of
1940, as amended (the "Act") and Rule 12b-1 thereunder.
Section 2. Pursuant to this Plan, the Fund may pay to the Distributor up to
0.25% on an annual basis, payable quarterly, of the average daily net assets of
the Series attributable to the Class A shares and up to 1.00% on an annual
basis, payable monthly, of the average daily net assets of the Series
attributable to the Class D Shares. Such fee will be used in its entirety by the
Distributor to make payments for administration, shareholder services and
distribution assistance, including, but not limited to (i) compensation to
securities dealers and other organizations (each, a "Service Organization" and
collectively, the "Service Organizations"), for providing distribution
assistance with respect to assets invested in the Series, (ii) compensation to
Service Organizations for providing administration, accounting and other
shareholder services with respect to Series shareholders, and (iii) otherwise
promoting the sale of shares of the Series, 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
the Distributor's costs incurred in connection with its marketing efforts with
respect to shares of the Series. To the extent a Service Organization provides
administration, accounting and other shareholder services, payment for which is
not required to be made pursuant to a plan meeting the requirements of Rule
12b-1, a portion of the fee paid by the Series shall be deemed to include
compensation for such services. The fees received from the Series hereunder in
respect of the Class A shares may not be used to pay any interest expense,
carrying charges or other financing costs, and fees received hereunder may not
be used to pay any allocation of overhead of the Distributor. The fees of any
particular class of the Series may not be used to subsidize the sale of shares
of any other class. The fees payable to Service Organizations from time to time
shall, within such limits, be determined by the Directors of the Fund.
Section 3. J. & W. Seligman & Co. Incorporated, the Fund's investment
manager (the "Manager"), in its sole discretion, may make payments to the
Distributor for similar purposes. These payments will be made by the Manager
from its own resources, which may include the management fee that the Manager
receives from the Series.
Section 4. This Plan shall continue in effect through December 31 of each
year so long as such continuance is specifically approved at least annually by
vote of a majority of both (a) the Directors of the Fund and (b) the Qualified
Directors, cast in person at a meeting called for the purpose of voting on such
approval.
Section 5. The Distributor shall provide to the Fund's Directors, and the
Directors shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
<PAGE>
Section 6. This Plan may be terminated by the Series with respect to any
class at any time by vote of a majority of the Qualified Directors, or by vote
of a majority of the outstanding voting securities of such class. If this Plan
is terminated in respect of a class, no amounts (other than amounts accrued but
not yet paid) would be owed by the Series to the Distributor with respect to
such class.
Section 7. All agreements related to this Plan shall be in writing, and
shall be approved by vote of a majority of both (a) the Directors of the Fund
and (b) the Qualified Directors, cast in person at a meeting called for the
purpose of voting on such approval, provided, however, that the identity of a
particular Service Organization executing any such agreement may be ratified by
such a vote within 90 days of such execution. Any agreement related to this Plan
shall provide:
A. That such agreement may be terminated in respect of any class of the Series
at any time, without payment of any penalty, by vote of a majority of the
Qualified Directors or by vote of a majority of the outstanding voting
securities of the class, on not more than 60 days' written notice to any
other party to the agreement; and
B. That such agreement shall terminate automatically in the event of its
assignment.
Section 8. This Plan may not be amended to increase materially the amount
of fees permitted pursuant to Section 2 hereof without the approval of a
majority of the outstanding voting securities of the relevant class and no
material amendment to this Plan shall be approved other than by vote of a
majority of both (a) the Directors of the Fund and (b) the Qualified Directors,
cast in person at a meeting called for the purpose of voting on such approval.
Section 9. The Series is not obligated to pay any administration,
shareholder services or distribution expense in excess of the fee described in
Section 2 hereof, and, in the case of Class A shares, any expenses of
administration, shareholder services and distribution of Class A shares of the
Series accrued in one fiscal year of the Series may not be paid from
administration, shareholder services and distribution fees received from the
Series in respect of Class A shares in any other fiscal year.
Section 10. As used in this Plan, (a) the terms "assignment", "interested
person" and "vote of a majority of the outstanding voting securities" shall have
the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission and (b) the term "Qualified Directors" shall mean the
Directors of the Fund who are not "interested persons" of the Fund and have no
direct or indirect financial interest in the operation of this Plan or in any
agreement related to this Plan.
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
Section 1. Seligman Henderson Global Emerging Companies Fund (the
"Series"), a series of Seligman Henderson Global Fund Series, Inc. (the "Fund")
will pay fees to Seligman Financial Services, Inc., the principal underwriter of
its shares (the "Distributor"), for administration, shareholder services and
distribution assistance for the Class A and Class D shares of the Series. As a
result, the Series is adopting this Administration, Shareholder Services and
Distribution Plan (the "Plan") pursuant to Section 12(b) of the Investment
Company Act of 1940, as amended (the "Act") and Rule 12b-1 thereunder.
Section 2. Pursuant to this Plan, the Fund may pay to the Distributor up to
0.25% on an annual basis, payable quarterly, of the average daily net assets of
the Series attributable to the Class A shares and up to 1.00% on an annual
basis, payable monthly, of the average daily net assets of the Series
attributable to the Class D Shares. Such fee will be used in its entirety by the
Distributor to make payments for administration, shareholder services and
distribution assistance, including, but not limited to (i) compensation to
securities dealers and other organizations (each, a "Service Organization" and
collectively, the "Service Organizations"), for providing distribution
assistance with respect to assets invested in the Series, (ii) compensation to
Service Organizations for providing administration, accounting and other
shareholder services with respect to Series shareholders, and (iii) otherwise
promoting the sale of shares of the Series, 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
the Distributor's costs incurred in connection with its marketing efforts with
respect to shares of the Series. To the extent a Service Organization provides
administration, accounting and other shareholder services, payment for which is
not required to be made pursuant to a plan meeting the requirements of Rule
12b-1, a portion of the fee paid by the Series shall be deemed to include
compensation for such services. The fees received from the Series hereunder in
respect of the Class A shares may not be used to pay any interest expense,
carrying charges or other financing costs, and fees received hereunder may not
be used to pay any allocation of overhead of the Distributor. The fees of any
particular class of the Series may not be used to subsidize the sale of shares
of any other class. The fees payable to Service Organizations from time to time
shall, within such limits, be determined by the Directors of the Fund.
Section 3. J. & W. Seligman & Co. Incorporated, the Fund's investment
manager (the "Manager"), in its sole discretion, may make payments to the
Distributor for similar purposes. These payments will be made by the Manager
from its own resources, which may include the management fee that the Manager
receives from the Series.
Section 4. This Plan shall continue in effect through December 31 of each
year so long as such continuance is specifically approved at least annually by
vote of a majority of both (a) the Directors of the Fund and (b) the Qualified
Directors, cast in person at a meeting called for the purpose of voting on such
approval.
Section 5. The Distributor shall provide to the Fund's Directors, and the
Directors shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
<PAGE>
Section 6. This Plan may be terminated by the Series with respect to any
class at any time by vote of a majority of the Qualified Directors, or by vote
of a majority of the outstanding voting securities of such class. If this Plan
is terminated in respect of a class, no amounts (other than amounts accrued but
not yet paid) would be owed by the Series to the Distributor with respect to
such class.
Section 7. All agreements related to this Plan shall be in writing, and
shall be approved by vote of a majority of both (a) the Directors of the Fund
and (b) the Qualified Directors, cast in person at a meeting called for the
purpose of voting on such approval, provided, however, that the identity of a
particular Service Organization executing any such agreement may be ratified by
such a vote within 90 days of such execution. Any agreement related to this Plan
shall provide:
A. That such agreement may be terminated in respect of any class of the Series
at any time, without payment of any penalty, by vote of a majority of the
Qualified Directors or by vote of a majority of the outstanding voting
securities of the class, on not more than 60 days' written notice to any
other party to the agreement; and
B. That such agreement shall terminate automatically in the event of its
assignment.
Section 8. This Plan may not be amended to increase materially the amount
of fees permitted pursuant to Section 2 hereof without the approval of a
majority of the outstanding voting securities of the relevant class and no
material amendment to this Plan shall be approved other than by vote of a
majority of both (a) the Directors of the Fund and (b) the Qualified Directors,
cast in person at a meeting called for the purpose of voting on such approval.
Section 9. The Series is not obligated to pay any administration,
shareholder services or distribution expense in excess of the fee described in
Section 2 hereof, and, in the case of Class A shares, any expenses of
administration, shareholder services and distribution of Class A shares of the
Series accrued in one fiscal year of the Series may not be paid from
administration, shareholder services and distribution fees received from the
Series in respect of Class A shares in any other fiscal year.
Section 10. As used in this Plan, (a) the terms "assignment", "interested
person" and "vote of a majority of the outstanding voting securities" shall have
the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission and (b) the term "Qualified Directors" shall mean the
Directors of the Fund who are not "interested persons" of the Fund and have no
direct or indirect financial interest in the operation of this Plan or in any
agreement related to this Plan.
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
Section 1. Seligman Henderson Global Technology Fund (the "Series"), a
series of Seligman Henderson Global Fund Series, Inc. (the "Fund") will pay fees
to Seligman Financial Services, Inc., the principal underwriter of its shares
(the "Distributor"), for administration, shareholder services and distribution
assistance for the Class A and Class D shares of the Series. As a result, the
Series is adopting this Administration, Shareholder Services and Distribution
Plan (the "Plan") pursuant to Section 12(b) of the Investment Company Act of
1940, as amended (the "Act") and Rule 12b-1 thereunder.
Section 2. Pursuant to this Plan, the Fund may pay to the Distributor up to
0.25% on an annual basis, payable quarterly, of the average daily net assets of
the Series attributable to the Class A shares and up to 1.00% on an annual
basis, payable monthly, of the average daily net assets of the Series
attributable to the Class D Shares. Such fee will be used in its entirety by the
Distributor to make payments for administration, shareholder services and
distribution assistance, including, but not limited to (i) compensation to
securities dealers and other organizations (each, a "Service Organization" and
collectively, the "Service Organizations"), for providing distribution
assistance with respect to assets invested in the Series, (ii) compensation to
Service Organizations for providing administration, accounting and other
shareholder services with respect to Series shareholders, and (iii) otherwise
promoting the sale of shares of the Series, 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
the Distributor's costs incurred in connection with its marketing efforts with
respect to shares of the Series. To the extent a Service Organization provides
administration, accounting and other shareholder services, payment for which is
not required to be made pursuant to a plan meeting the requirements of Rule
12b-1, a portion of the fee paid by the Series shall be deemed to include
compensation for such services. The fees received from the Series hereunder in
respect of the Class A shares may not be used to pay any interest expense,
carrying charges or other financing costs, and fees received hereunder may not
be used to pay any allocation of overhead of the Distributor. The fees of any
particular class of the Series may not be used to subsidize the sale of shares
of any other class. The fees payable to Service Organizations from time to time
shall, within such limits, be determined by the Directors of the Fund.
Section 3. J. & W. Seligman & Co. Incorporated, the Fund's investment
manager (the "Manager"), in its sole discretion, may make payments to the
Distributor for similar purposes. These payments will be made by the Manager
from its own resources, which may include the management fee that the Manager
receives from the Series.
Section 4. This Plan shall continue in effect through December 31 of each
year so long as such continuance is specifically approved at least annually by
vote of a majority of both (a) the Directors of the Fund and (b) the Qualified
Directors, cast in person at a meeting called for the purpose of voting on such
approval.
Section 5. The Distributor shall provide to the Fund's Directors, and the
Directors shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
<PAGE>
Section 6. This Plan may be terminated by the Series with respect to any
class at any time by vote of a majority of the Qualified Directors, or by vote
of a majority of the outstanding voting securities of such class. If this Plan
is terminated in respect of a class, no amounts (other than amounts accrued but
not yet paid) would be owed by the Series to the Distributor with respect to
such class.
Section 7. All agreements related to this Plan shall be in writing, and
shall be approved by vote of a majority of both (a) the Directors of the Fund
and (b) the Qualified Directors, cast in person at a meeting called for the
purpose of voting on such approval, provided, however, that the identity of a
particular Service Organization executing any such agreement may be ratified by
such a vote within 90 days of such execution. Any agreement related to this Plan
shall provide:
A. That such agreement may be terminated in respect of any class of the Series
at any time, without payment of any penalty, by vote of a majority of the
Qualified Directors or by vote of a majority of the outstanding voting
securities of the class, on not more than 60 days' written notice to any
other party to the agreement; and
B. That such agreement shall terminate automatically in the event of its
assignment.
Section 8. This Plan may not be amended to increase materially the amount
of fees permitted pursuant to Section 2 hereof without the approval of a
majority of the outstanding voting securities of the relevant class and no
material amendment to this Plan shall be approved other than by vote of a
majority of both (a) the Directors of the Fund and (b) the Qualified Directors,
cast in person at a meeting called for the purpose of voting on such approval.
Section 9. The Series is not obligated to pay any administration,
shareholder services or distribution expense in excess of the fee described in
Section 2 hereof, and, in the case of Class A shares, any expenses of
administration, shareholder services and distribution of Class A shares of the
Series accrued in one fiscal year of the Series may not be paid from
administration, shareholder services and distribution fees received from the
Series in respect of Class A shares in any other fiscal year.
Section 10. As used in this Plan, (a) the terms "assignment", "interested
person" and "vote of a majority of the outstanding voting securities" shall have
the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission and (b) the term "Qualified Directors" shall mean the
Directors of the Fund who are not "interested persons" of the Fund and have no
direct or indirect financial interest in the operation of this Plan or in any
agreement related to this Plan.
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND
DISTRIBUTION AGREEMENT
ADMINISTRATION,SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT, dated as of
- -----------, 19-- between ----------- Seligman Financial Services, Inc.
("Seligman Financial Services") and (the "Service Organization").
The Parties hereto enter into a Administration, Shareholder Services
and Distribution Agreement ("Service Agreement") with respect to the shares of
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 Henderson
Global Fund Series, Inc., 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., Seligman
Tax-Exempt Series Trust (the "Funds"), and any other future mutual funds that
may become members of the Seligman Group of Investment Companies which adopt an
Administration, Shareholder Services and Distribution Plan, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act"), and in
consideration of the mutual agreements herein made, agree as follows:
The Service Organization shall make such use of or provide such
information and services as may be necessary or appropriate (i) to provide
shareholder services to shareholders of the Funds and (ii) to assist Seligman
Financial Services in any distribution of shares of the Funds, including,
without limitation, making use of the Service Organization's name, client lists,
and publications, for the solicitation of sales of shares of the Funds to
Service Organization clients, and such other assistance as Seligman Financial
Services reasonably requests, to the extent permitted by applicable statute,
rule or regulation.
1. Except with respect to the Class D shares of a Fund for the first year
following the sale thereof, Seligman Financial Services shall pay to
the Service Organization a service fee (as defined in the National
Association of Securities Dealers, Inc. Rules of Fair Practice) not to
exceed .25 of 1% per annum of the average daily net assets of each
class of shares of each Fund attributable to the clients of the Service
Organization.
2. With respect to the first year following the sale of Class D shares of
a Fund, Seligman Financial Services shall pay to the Service
Organization at or promptly after the time of sale a service fee (as
defined in the National Association of Securities Dealers, Inc. Rules
of Fair Practice) not to exceed .25 of 1% of the net asset value of the
Class D shares sold by the Service Organization. Such service fee shall
be paid to the Service Organization solely for personal services and/or
the maintenance of shareholder accounts to be provided by the Service
Organization to the purchaser of such Class D Shares over the course of
the first year following the sale.
3. Any service fee paid hereunder shall be paid solely for personal
services and/or the maintenance of shareholder accounts. For greater
certainty, no part of a service fee shall be paid for subtransfer
agency services, subaccounting services, or administrative services.
<PAGE>
4. In addition to payment of the service fee, from time to time Seligman
Financial Services may make payments to the Service Organization in
addition to those contemplated above for providing distribution
assistance with respect to assets invested in each Fund by its clients.
5. Neither the Service Organization nor any of its employees or agents are
authorized to make any representation concerning the Funds or the
Funds' shares except those contained in the then current Prospectus,
copies of which will be supplied by Seligman Financial Services. The
Service Organization shall have no authority to act as agent for
Seligman Financial Services or the Funds
6. In consideration of the services provided pursuant to paragraphs 1, 2
and/or 4 above, the Service Organization shall be entitled to receive
fees as are set forth in Exhibit A hereto as may be amended from time
to time by Seligman Financial Services. Seligman Financial Services
has no obligation to make any such payments and the Service
Organization agrees to waive payment of its fee until Seligman
Financial Services is in receipt of the fee from the Fund(s). The
payment of fees has been authorized pursuant to an Administration,
Shareholder Services and Distribution Plans (the "Plans") approved by
the Directors/Trustees and the shareholders of the Funds pursuant to
the requirements of the Act and such authorizations may be withdrawn
at any time.
7. It is understood that the Funds reserve the right, at their discretion
and without notice, to suspend or withdraw the sale of shares of the
Funds. This Agreement shall not be construed to authorize the Service
Organization to perform any act that Seligman Financial Services would
not be permitted to perform under the respective Distributing
Agreements between each of the Funds and Seligman Financial Services.
8. Subject to the proviso in Section 6 of the Plans, this Agreement shall
continue until December 31 of the year in which any Plan has first
been approved by shareholders and through December 31 of each year
thereafter provided such continuance is specifically approved at least
annually by a vote of a majority of (i) the Fund's Directors/Trustees
and (ii) the Qualified Directors/Trustees cast in person at a meeting
called for the purpose of voting on such approval and provided further
that the Service Organization shall not have notified Seligman
Financial Services in writing at least 60 days prior to the
anniversary date of the previous continuance that it does not desire
such continuance. This Agreement may be terminated at any time without
payment of any penalty with respect to any of the Funds by vote of a
majority of the Qualified Directors/Trustees, or by vote of a majority
of the outstanding voting securities of the particular Fund or class
or series of a Fund, on 60 days' written notice to the Service
Organization and Seligman Financial Services. Notwithstanding anything
contained herein, in the event that any of the Plans shall be
terminated or any of the Plans or any part thereof shall be found
invalid or ordered terminated by any regulatory or judicial authority,
or the Service Organization shall fail to perform the services
contemplated by this Agreement, such determination to be made in good
faith by Seligman Financial Services, this Agreement may be terminated
with respect to such Plan effective upon receipt of written notice
thereof by the Service Organization. This Agreement will also
terminate automatically in the event of its assignment.
<PAGE>
9. All communications to Seligman Financial Services shall be sent to it
at its offices, 100 Park Avenue, New York, New York 10017.
Any notice to the Service Organization shall be duly given if mailed or
telegraphed to it at the address shown below.
10. As used in this Agreement, the terms "assignment", "interested person"
and "vote of a majority of the outstanding voting securities" shall
have the respective meanings specified in the Act and in the rules and
regulations thereunder and the term "Qualified Directors/Trustees"
shall mean the Directors/Trustees of a Fund who are not interested
persons of the Fund and have no direct or indirect financial interest
in its Plan or in any agreements related to the Plan.
11. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon, any of the parties to do anything in violation
of any applicable laws or regulations.
IN WITNESS WHEREOF, Seligman Financial Services and the Service Organization
have caused this Agreement to be executed by their duly authorized offices as of
the date first above written.
SELIGMAN FINANCIAL SERVICES, INC.
By
-----------------------------
Stephen J. Hodgdon, President
SERVICE ORGANIZATION
------------------------------
By
----------------------------
Address
-----------------------
-----------------------
1/95
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION AGREEMENT
EXHIBIT A
The payment schedule for Service Organizations is set forth immediately below:
<TABLE>
<CAPTION>
Average Daily Fees as a Percentage
Net Assets of Each Fund's/Series'
Attributable to Net Assets Attributable
Fund Name Service Organizations to Service Organizations*
One Class or One Class or Class D
Class A Shares Class A Shares Shares**
<S> <C> <C> <C>
Seligman Capital Fund, Inc. $100,000 or more .25% 1.00%
Seligman Cash Management Fund, Inc:
Prime Portfolio $100,000 or more -0- 1.00%
Government Portfolio $100,000 or more -0- N/A
Seligman Common Stock Fund, Inc. $100,000 or more .25% 1.00%
Seligman Communications and Information Fund, Inc. $100,000 or more .25% 1.00%
Seligman Frontier Fund, Inc. $100,000 or more .25% 1.00%
Seligman Growth Fund, Inc. $100,000 or more .25% 1.00%
Seligman Henderson Global Fund Series, Inc:
Seligman Henderson Global Emerging Companies Fund $100,000 or more .25% 1.00%
Seligman Henderson Global Technology Fund $100,000 or more .25% 1.00%
Seligman Henderson International Fund $100,000 or more .25% 1.00%
Seligman High Income Fund Series:
U.S. Government Portfolio $100,000 or more .25% 1.00%
High-Yield Bond Portfolio $100,000 or more .25% 1.00%
Seligman Income Fund, Inc. $100,000 or more .25% 1.00%
Seligman New Jersey Tax-Exempt Fund, Inc. $100,000 or more .25% 1.00%
Seligman Pennsylvania Tax-Exempt Fund Series $100,000 or more .25% 1.00%
Seligman Tax-Exempt Fund Series, Inc:
National Series $100,000 or more .10% 1.00%
Colorado Series $100,000 or more .10% 1.00%
Georgia Series $100,000 or more .10% 1.00%
Louisiana Series $100,000 or more .10% 1.00%
Maryland Series $100,000 or more .10% 1.00%
Massachusetts Series $100,000 or more .10% 1.00%
Michigan Series $100,000 or more .10% 1.00%
Minnesota Series $100,000 or more .10% 1.00%
Missouri Series $100,000 or more .10% 1.00%
New York Series $100,000 or more .10% 1.00%
Ohio Series $100,000 or more .10% 1.00%
Oregon Series $100,000 or more .10% 1.00%
South Carolina Series $100,000 or more .10% 1.00%
Seligman Tax-Exempt Series Trust:
California Tax-Exempt Quality Series $100,000 or more .10% 1.00%
California Tax-Exempt High-Yield Series $100,000 or more .10% 1.00%
Florida Tax-Exempt Series $100,000 or more .25% 1.00%
North Carolina Tax-Exempt Series $100,000 or more .25% 1.00%
</TABLE>
May 23, 1994
* Included in each of the percentages above is the service fee (as defined in
the National Association of Securities Dealers, Inc. Rules of Fair Practice)
with respect to each class of shares referred to in paragraph 1 of this
Agreement. Except as provided in Footnote ** below, Seligman Financial Services
shall pay the fees provided for above to the Service Organization quarterly.
** At or promptly after the time of sale of any Class D Shares, a Service
Organization shall be paid 1.00% of the net asset value of the Class D Shares
sold by it. The difference between .75% and the amount paid is comprised of the
service fee referred to in paragraph 1 of this Agreement for services to be
provided to Class D shareholders over the course of the one year period
immediately following the sale.
