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. 17 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 19 |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 November 1, 1995 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 was filed with the Commission on December
21, 1994
<PAGE>
File No. 33-44186
811-6485
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
POST-EFFECTIVE AMENDMENT NO. 16
CROSS REFERENCE SHEET
Pursuant to Rule 481 (a)
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<CAPTION>
Form N-1A Part A-Item No. Location in Prospectus
<S> <C>
1. Cover Page Cover Page
2. Synopsis Summary of Fund Expenses
3. Condensed Financial Information Financial Highlights - Not Applicable
4. General Description of Registrant Cover Page; Organization and Capitalization
5. Management of Fund Management Services
5a. Manager's Discussion of Fund Performance Management Services
6. Capital Stock and Other Securities Organization and Capitalization
7. Purchase of Securities Being Offered Alternative Distribution System; Purchase of Shares; Administration,
Shareholder Services and Distribution Plan
8. Redemption or Repurchase Telephone Transactions; Redemption of Shares; Exchange Privilege
9. Legal Proceedings Not applicable
Part B-Item No. Location in Statement of Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information; Organization and Capitalization (Prospectus); Appendix
B
13. Investment Objectives and Policies Investment Objective, Policies and Risks; Investment Limitations
14. Management of the Registrant Management and Expenses
15. Control Persons and Principal Directors and Officers; General Information
Holders of Securities
16. Investment Advisory and Other Services Management and Expenses; Distribution Services
17. Brokerage Allocation Portfolio Transactions; Administration, Shareholder Services and
Distribution Plan
18. Capital Stock and Other Securities General Information; Organization and Capitalization (Prospectus)
19. Purchase, Redemption and Pricing of Purchase and Redemption of Fund Shares; Valuation
Securities Being Offered
20. Tax Status Taxes
21. Underwriters Distribution Services
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
</TABLE>
PROSPECTUS
SELIGMAN HENDERSON
GLOBAL GROWTH OPPORTUNITIES FUND
A SERIES OF
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
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100 Park Avenue o New York, NY 10017 o New York Telephone: (212) 850-1864
Toll-Free Telephone: (800) 221-2450 -- all continental United States
For Retirement Plan Information -- Toll-Free Telephone: (800) 445-1777
- --------------------------------------------------------------------------------
November 1, 1995
Seligman Henderson Global Growth Opportunities Fund (the "Fund") is a
series of Seligman Henderson Global Fund Series, Inc. (the "Corporation"), an
open-end diversified management investment company. The Fund seeks to achieve
its objective of long-term capital appreciation by investing primarily in equity
securities of companies that have the potential to benefit from global economic
or social trends. The Fund's subadviser believes that such trends are reshaping
the world as it moves towards the new millennium. There can be no assurance that
the Fund's investment objective will be achieved. For a description of the
Fund's investment objective and policies, and the risk factors associated with
an investment in the Fund, see "Investment Objective And Policies."
The Fund is managed by J. & W. Seligman & Co. Incorporated (the "Manager").
Seligman Henderson Co. (the "Subadviser") supervises and directs the Fund's
investments.
The Fund offers two classes of shares. Class A shares are sold subject to
an initial sales load of up to 4.75% and an annual service fee currently charged
at a rate of up to .25 of 1% of the average daily net asset value of the Class A
shares. Class D shares are sold without an initial sales load but are subject to
a contingent deferred sales load ("CDSL") of 1% imposed on certain redemptions
within one year of purchase, an annual distribution fee of up to .75 of 1% and
an annual service fee of up to .25 of 1% of the average daily net asset value of
the Class D shares. See "Alternative Distribution System." Shares of the Fund
may be purchased through any authorized investment dealer.
This Prospectus sets forth concisely the information a prospective investor
should know about the Fund before investing. Please read it carefully before you
invest and keep it for future reference. Additional information about the Fund,
including a Statement of Additional Information, has been filed with the
Securities and Exchange Commission. The Statement of Additional Information is
available upon request without charge by calling or writing the Fund at the
telephone numbers or the address set forth above. The Statement of Additional
Information is dated the same date as this Prospectus and is incorporated herein
by reference in its entirety.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
PAGE
Summary Of Fund Expenses.............................. 2
Alternative Distribution System....................... 3
Investment Objective And Policies..................... 4
Management Services................................... 8
Purchase Of Shares.................................... 10
Telephone Transactions................................ 14
Redemption Of Shares.................................. 15
PAGE
Administration, Shareholder Services
And Distribution Plan................................ 17
Exchange Privilege.................................... 17
Further Information About Transactions In The Fund.... 19
Dividends And Distributions........................... 19
Federal Income Taxes.................................. 20
Shareholder Information............................... 21
Advertising The Fund's Performance.................... 23
Organization And Capitalization....................... 23
<PAGE>
SUMMARY OF FUND EXPENSES
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Class A Class D
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(Initial Sales (Deferred Sales
Load Alternative) Load Alternative)
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SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ........................................ 4.75% None
Sales Load on Reinvested Dividends............................................ None None
Deferred Sales Load (as a percentage of original 1% during the
purchase price or redemption proceeds, first year;
whichever is lower)......................................................... None None thereafter
Redemption Fees............................................................... None None
Exchange Fees................................................................. None None
ANNUAL FUND OPERATING EXPENSES* Class A Class D
------- -------
(as a percentage of average net assets)
Management Fees............................................................... 1.00% 1.00%
12b-1 Fees ................................................................... .25% 1.00%**
Other Expenses (After expense reimbursement).................................. .75% .75%
Total Fund Operating Expenses................................................. 2.00% 2.75%
</TABLE>
The purpose of this table is to assist investors in understanding the
various costs and expenses which shareholders of the Fund bear directly or
indirectly. The sales load on Class A shares is a one-time charge paid at the
time of purchase of shares. Reductions in sales loads are available in certain
circumstances. The CDSL on Class D shares is a one-time charge paid only if
shares are redeemed within one year of purchase. The expense table and example
below reflect a voluntary undertaking by the Manager and the Subadviser to waive
or reimburse a portion of "Other Expenses" such that total operating expenses
for the current fiscal year will not exceed annualized rates of 2.00% and 2.75%
of the average net assets of the Class A and Class D shares, respectively. In
the absence of these undertakings, it is estimated that "Total Fund Operating
Expenses" would equal approximately 4.00% and 4.75%, respectively. There is no
guarantee that these undertakings will continue past the end of the current
fiscal year. For more information concerning reductions in sales loads and for a
more complete description of the various costs and expenses, including
management fees, see "Purchase Of Shares," "Redemption Of Shares" and
"Management Services" herein. The Fund's Administration, Shareholder Services
and Distribution Plan for Class A and Class D shares to which the caption "12b-1
Fees" relates is discussed under "Administration, Shareholder Services and
Distribution Plan" herein.
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<CAPTION>
EXAMPLE 1 YEAR 3 YEARS
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<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment, assuming (i) a 5% annual return and
(ii) redemption at the end of the period shown...................Class A $67 $107
Class D $38+ $ 85
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN AND THE 5%
ANNUAL RETURN USED IN THIS EXAMPLE IS A HYPOTHETICAL RATE.
*Estimated.
**Includes an annual distribution fee of .75 of 1% and an annual service fee
of .25 of 1%. Pursuant to rules of the National Association of Securities
Dealers, Inc., the aggregate deferred sales loads and asset-based sales
loads on Class D shares of the Fund may not exceed 6.25% of total gross
sales, subject to certain exclusions. The 6.25% limitation is imposed on the
Fund rather than on a per shareholder basis. Therefore, a long-term Class D
shareholder of the Fund may pay more in total sales loads (including
distribution fees) than the economic equivalent of 6.25% of such
shareholder's investment in such shares.
+Assuming (i) a 5% annual return and (ii) no redemption at the end of one
year, the expenses on a $1,000 investment would be $28.
2
<PAGE>
ALTERNATIVE DISTRIBUTION SYSTEM
The Fund offers two classes of shares. Class A shares are sold to investors
who have concluded that they would prefer to pay an initial sales load and have
the benefit of lower continuing charges. Class D shares are sold to investors
choosing to pay no initial sales load, a higher distribution fee and, with
respect to redemptions within one year of purchase, a CDSL. The Alternative
Distribution System allows investors to choose the method of purchasing shares
that is most beneficial in light of the amount of the purchase, the length of
time the shares are expected to be held and other relevant circumstances.
Investors should determine whether under their particular circumstances it is
more advantageous to incur an initial sales load and be subject to lower ongoing
charges, as discussed below, or to have the entire initial purchase price
invested in the Fund with the investment thereafter being subject to higher
ongoing charges and, for a one year period, a CDSL.
Investors who qualify for reduced sales loads, as described under "Purchase
of Shares" below, might choose to purchase Class A shares because Class A shares
would be subject to lower ongoing fees. The amount invested in the Fund,
however, is reduced by the initial sales loads deducted at the time of purchase.
Investors who do not qualify for reduced initial sales loads but expect to
maintain their investment for an extended period of time might also choose to
purchase Class A shares because over time the accumulated continuing
distribution fee of Class D shares may exceed the initial sales load and lower
distribution fee of Class A shares. This consideration must be weighed against
the fact that the amount invested in the Fund will be reduced by initial sales
loads deducted at the time of purchase and that the distribution fees will be
offset to the extent any return is realized on the additional funds initially
invested under the Class D alternative.
Alternatively, some investors might choose to have all of their funds
invested initially in Class D shares, although remaining subject to a higher
continuing distribution fee and, for a one-year period, a CDSL as described
below. For example, an investor who does not qualify for reduced sales loads
would have to hold Class A shares for more than 6.33 years for the Class D
distribution fee to exceed the initial sales load plus the distribution fee on
Class A shares. This example does not take into account the time value of money,
which further reduces the impact of the Class D shares' 1% distribution fee,
fluctuations in net asset value or the effect of the return on the investment
over this period of time.
The two classes of shares represent interests in the same portfolio of
investments, have the same rights and are generally identical in all respects
except that each class bears its separate distribution and certain extraordinary
class expenses and has exclusive voting rights with respect to any matter to
which a separate vote of any class is required by the Investment Company Act of
1940, as amended (the "1940 Act"), or Maryland law. The net income attributable
to each class and dividends payable on the shares of each class will be reduced
by the amount of distribution expenses to be paid by each class. Class D shares
bear higher distribution expenses, which will cause the Class D shares to pay
lower dividends than the Class A shares. The two classes also have separate
exchange privileges.
Directors of the Fund believe that no conflict of interest currently exists
between the Class A and Class D shares. On an ongoing basis, the Directors, in
the exercise of their fiduciary duties pursuant to the 1940 Act and Maryland
law, will seek to ensure that no such conflict arises. For this purpose, the
Directors will monitor the Fund for the existence of any material conflict among
the classes and will take such action as is reasonably necessary to eliminate
any such conflicts that may develop.
DIFFERENCES BETWEEN CLASSES. The primary distinctions between Class A and
Class D shares are their sales load structures and ongoing expenses as set forth
below. Each class has advantages and disadvantages for different investors, and
investors should choose the class that best suits their circumstances and their
objectives.
3
<PAGE>
ANNUAL 12B-1 FEES
(AS A % OF AVERAGE
SALES LOAD DAILY NET ASSETS) OTHER INFORMATION
---------- ------------------ -----------------
CLASS A Maximum initial Service fee of Initial sales load
sales load of 4.75% .25%. waived or reduced
of the public for certain
offering price. purchases.
CLASS D None Service fee of CDSL of 1% on
.25%; Distribution redemptions within
fee of .75%. one year of
purchase.
INVESTMENT OBJECTIVE AND POLICIES
The Fund is a series of Seligman Henderson Global Fund Series, Inc., an
open-end investment company incorporated under the laws of the state of Maryland
on November 22, 1991.
The investment objective of the Fund is long-term capital appreciation. The
Fund seeks to achieve its objective by investing primarily in equity securities
of companies that have the potential to benefit from global economic or social
trends. The Subadviser believes that such trends are reshaping the world as it
moves towards the new millennium. The trends that will be initially focused on
will include global economic liberalization and the flow of capital through
trade and investment; the globalization of the world's economy; the expansion of
technology as an increasingly important influence on society; the increased
awareness of the importance of protecting the environment; and the increase in
life expectancy leading to changes in consumer demographics and a greater need
for healthcare, security and leisure. The investment objective is a fundamental
policy and may not be changed without shareholder approval. There can be no
assurance that the Fund's investment objective will be achieved.
The Fund may invest in securities of issuers domiciled in any country.
Under normal conditions investments will be made in four principal regions: The
United Kingdom/Continental Europe, North America, the Pacific Basin and Latin
America. Continental European countries include Austria, Belgium, Denmark,
Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Portugal, Spain, Sweden and Switzerland. Pacific Basin countries include
Australia, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zealand, The
People's Republic of China, The Philippines, Singapore, Taiwan and Thailand.
Latin American countries include Argentina, Brazil, Chile, Mexico and Venezuela.
Under normal market conditions, the Fund's assets will be invested in securities
of issuers located in at least three different countries, one of which will be
the United States ("U.S.").
The Subadviser will select securities for inclusion in the Fund's portfolio
based on, among other factors, evaluation of a company's growth prospects,
quality of management, liquidity and the relative valuation of the securities in
the markets that the Subadviser has selected for investment.
The Fund may invest in all types of securities, many of which will be
denominated in currencies other than the U.S. dollar. The Fund will normally
invest its assets in equity securities, including common stock, securities
convertible into common stocks, depository receipts for these securities, and
warrants or rights to subscribe for or purchase such securities. The Fund may,
however, invest up to 25% of its assets in preferred stock and debt securities.
Dividend or interest income are considered only when the Subadviser believes
that such income will favorably influence the market value of a security in
light of the Fund's objective of capital appreciation. Equity securities in
which the Fund will invest may be listed on a U.S. or foreign stock exchange or
traded in U.S. or foreign over-the-counter markets. Securities may be included
in the Fund's portfolio without regard to the minimum capitalization of the
issuer.
Debt securities in which the Fund may invest are not required to be rated
by a recognized rating agency. As a matter of policy, the Fund will invest only
in "investment grade" debt securities or, in the case of unrated securities,
debt securities that are, in the opinion of the Subadviser, of equivalent
quality to "investment grade" securities. "Investment grade" debt securities are
rated within the four highest quality grades as determined by Moody's Investors
Service, Inc. ("Moodys") or Standard & Poor's Corporation ("Standard & Poor's").
Securities rated within the highest of the four investment grade categories
(i.e., Aaa by Moody's and AAA by Standard & Poor's) are judged to be of the best
quality and carry the smallest degree or risk. Securities rated within the
4
<PAGE>
lowest of the four categories (i.e., Baa by Moody's and BBB by Standard &
Poor's) lack high quality investment characteristics and also have speculative
characteristics. (Appendix A to the Statement of Additional Information contains
a description of these securities ratings.) Debt securities are interest-rate
sensitive; accordingly, their value tends to decrease when interest rates rise
and increase when interest rates fall.
The Fund may invest in securities represented by American Depositary
Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary
Receipts ("GDRs"). ADRs are receipts generally issued by a domestic bank or
trust company that represent the deposit of a security of a foreign issuer. ADRs
may be publicly traded on exchanges or over-the-counter in the United States and
are quoted and settled in dollars at a price that generally reflects the dollar
equivalent of the home country share price. EDRs and GDRs are typically issued
by foreign banks or trust companies and traded in Europe. Depositary Receipts
may be issued as sponsored or unsponsored programs. In sponsored programs, the
issuer has made arrangements to have its securities traded in the form of a
Depositary Receipt. In unsponsored programs, the issuer may not be directly
involved in the creation of the program. Although regulatory requirements with
respect to sponsored and unsponsored programs are generally similar, the issuers
of unsponsored Depositary Receipts are not obligated to disclose material
information in the United States and, therefore, the import of such information
may not be reflected in the market value of such securities. For purposes of the
Fund's investment policies, an investment in Depositary Receipts will be deemed
to be an investment in the underlying security.
By investing in foreign securities, the Fund will attempt to take advantage
of differences among economic trends and the performance of securities markets
in various countries. To date, the market values of securities of issuers
located in different countries have moved relatively independently of each
other. During certain periods, the return on equity investments in some
countries has exceeded the return on similar investments in the United States.
The Subadviser believes that, in comparison with investment companies investing
solely in domestic securities, it may be possible to obtain significant
appreciation from a portfolio of foreign investments and securities from various
markets that offer different investment opportunities and are affected by
different economic trends. Global diversification reduces the effect that events
in any one country will have on the Fund's entire investment portfolio. Of
course, a decline in the value of the Fund's investments in one country may
offset potential gains from investments in another country.
RISK FACTORS. Investments in securities of foreign issuers may involve risks
that are not associated with domestic investments, and there can be no assurance
that the Fund's foreign investments will present less risk than a portfolio of
domestic securities. Foreign issuers may lack uniform accounting, auditing and
financial reporting standards, practices and requirements, and there is
generally less publicly available information about foreign issuers than there
is about U.S. issuers. Governmental regulation and supervision of foreign stock
exchanges, brokers and listed companies may be less pervasive than is customary
in the United States. Prices of securities traded in the securities markets of
some countries may tend to be volatile. Foreign securities settlements may in
some instances be subject to delays and related administrative uncertainties
which could result in temporary periods when assets of the Fund are uninvested
and no return is earned thereon and may involve a risk of loss to the Fund.
Foreign securities markets may have substantially less volume, and far fewer
traded issues, than U.S. markets. Fixed brokerage commissions and transaction
costs on foreign securities exchanges are generally higher than in the U.S.
Income from foreign securities may be reduced by a withholding tax at the source
or other foreign taxes. In some countries, there may also be the possibility of
nationalization, expropriation or confiscatory taxation (in which the Fund could
lose its entire investment in a certain market), limitations on the removal of
moneys or other assets of the Fund, high rates of inflation, political or social
instability or revolution, or diplomatic developments that could affect
investments in those countries. In addition, it may be difficult to obtain and
enforce a judgement in a court outside the U.S.
5
<PAGE>
Some of the risks described in the preceding paragraph may be more severe
for investments in emerging or developing countries. The economies of individual
emerging countries may differ favorably or unfavorably from the U.S. economy in
such respects as growth of gross domestic product, rates of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency and balance of
payment position and may be based on a substantially less diversified industrial
base. Further, the economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have been, and may continue
to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures imposed
or negotiated by the countries with which they trade. These economies also have
been, and may continue to be, adversely affected by economic conditions in the
countries with which they trade.
Investments in foreign securities will usually be denominated in foreign
currencies, and the Fund may temporarily hold foreign currencies. The value of
Fund investments denominated in foreign currencies may be affected, favorably or
unfavorably, by the relative strength of the U.S. dollar, changes in foreign
currency and U.S. dollar exchange rates and exchange control regulations. The
Fund may incur costs in connection with conversions between various currencies.
The Fund's net asset value per share will be affected by changes in currency
exchange rates. Changes in foreign currency exchange rates may also affect the
value of dividends and interest earned, gains, and losses realized on the sale
of securities and net investment income and gains, if any, to be distributed to
shareholders by the Fund. The rate of exchange between the U.S. dollar and other
currencies is determined by the forces of supply and demand in the foreign
exchange markets (which in turn are affected by interest rates, trade flows and
numerous other factors) and, in some cases, exchange controls. Currency hedging
techniques may be unavailable in certain emerging countries.
The Fund may invest in securities without regard to the minimum
capitalization of the issuers. Investment in securities of issuers with
relatively small capitalization may entail greater risks, particularly when such
issuers have limited product lines, markets and financial or managerial
resources. Less frequently traded securities may be subject to more abrupt price
movements than securities of larger companies.
DERIVATIVES. The Fund may invest in financial instruments commonly known as
"derivatives" only for hedging or investment purposes. The Fund will not invest
in derivatives for speculative purposes, i.e., where the derivative investment
exposes the Fund to undue risk of loss, such as where the risk of loss is
greater than the cost of the investment.
A derivative is generally defined as an instrument whose value is derived
from, or based upon, some underlying index, reference rate (e.g., interest rates
or currency exchange rates), security, commodity or other asset. The Fund will
not invest in a specific type of derivative without prior approval from its
Board of Directors, after consideration of, among other things, how the
derivative instrument serves the Fund's investment objective, and the risk
associated with the investment. The only types of derivatives in which the Fund
is currently permitted to invest are stock purchase rights and warrants, and, as
described more fully below, forward currency exchange contracts and put options.
The Fund may not invest in rights and warrants, if, at the time of
acquisition, the investment in rights and warrants would exceed 5% of the Fund's
net assets (valued at the lower of cost or market). In addition, no more than 2%
of net assets may be invested in warrants not listed on the New York or American
Stock Exchanges. For purposes of this restriction, warrants acquired in units or
attached to securities will be deemed to have been purchased without cost.
FORWARD CURRENCY EXCHANGE CONTRACTS. The Subadviser will consider changes in
exchange rates in making investment decisions. As one way of managing exchange
rate risk, the Fund may enter into forward currency exchange contracts
(agreements to purchase or sell foreign currencies at a future date). The Fund
will usually enter into these contracts to fix the U.S. dollar value of a
security that it has agreed to buy or sell for the period between the date the
trade was entered into and the date the security is delivered and paid for. The
Fund may also use these contracts to hedge the U.S. dollar value of securities
it already owns.
6
<PAGE>
Although the Fund will seek to benefit by using forward contracts,
anticipated currency movements may not be accurately predicted and the Fund may
therefore incur a gain or loss on a forward contract. A forward contract may
help reduce the Fund's losses on securities denominated in foreign currencies,
but it may also reduce the potential gain on the securities depending on changes
in the currency's value relative to the U.S. dollar or other currencies. Under
normal circumstances, the Fund will limit forward currency contracts with
respect to the currency of a country to not greater than 75% of the Fund's
position in that country as of the date the contract is entered into. See
"Investment Objective, Policies and Risks" in the Statement of Additional
Information.
OPTIONS TRANSACTIONS. The Fund may purchase put options on portfolio
securities in an attempt to provide a hedge against a decrease in the price of a
security held by the Fund. The Fund will not purchase options for speculative
purposes. Purchasing a put option gives the Fund the right to sell, and
obligates the writer to buy, the underlying security at the exercise price at
any time during the option period.
When the Fund purchases an option, it is required to pay a premium to the
party writing the option and a commission to the broker selling the option. If
the option is exercised by the Fund, the premium and the commission paid may be
greater than the amount of the brokerage commission charged if the security were
to be purchased or sold directly. See "Investment Objective, Policies and Risks"
in the Statement of Additional Information.
BORROWING. The Fund may from time to time borrow money from banks for
temporary, extraordinary or emergency purposes and may invest the funds in
additional securities. Such borrowing will not exceed 5% of the Fund's total
assets and will be made at prevailing interest rates.
LENDING PORTFOLIO SECURITIES. The Fund may lend its portfolio securities to
brokers, dealers and other institutional investors in an amount not to exceed
331/3% of the Fund's total assets taken at market value, for which it will
receive collateral in cash or securities issued or guaranteed by the U.S.
Government to be maintained in an amount equal to at least 100% of the current
market value of the loaned securities. The lending of portfolio securities could
involve the risk of delays in receiving additional collateral or in the recovery
of securities and possible loss of rights in collateral in the event that a
borrower fails financially.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
commercial banks or broker/dealers under which the Fund acquires a U.S.
Government or a short-term money market instrument subject to resale at a
mutually agreed-upon price and time. The resale price reflects an agreed upon
interest rate effective for the period the Fund holds the instrument that is
unrelated to the interest rate on the instrument.
The Fund's repurchase agreements will at all times be fully collateralized,
and the Fund will make payment for such securities only upon physical delivery
or evidence of book entry transfer to the account of its custodian. Repurchase
agreements could involve certain risks in the event of bankruptcy or other
default of the seller, including possible delays and expenses in liquidating the
underlying security, decline in the value of the underlying security and loss of
interest.
ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in
illiquid securities, including restricted securities (i.e., securities not
readily marketable without registration under the Securities Act of 1933 (the
"1933 Act")) and other securities that are not readily marketable. The Fund may
purchase restricted securities that can be offered and sold to "qualified
institutional buyers" under Rule 144A of the 1933 Act, and the Manager, acting
pursuant to procedures approved by the Corporation's Board of Directors, may
determine, when appropriate, that specific Rule 144A securities are liquid and
not subject to the 15% limitation on illiquid securities. Should this
determination be made, the Manager, acting pursuant to such procedures, will
carefully monitor the security (focusing on such factors, among others, as
trading activity and availability of information) to determine that the Rule
144A security continues to be liquid. It is not possible to predict with
assurance exactly how the market for restricted securities offered and sold
under Rule 144A will develop. This investment practice could have the effect of
increasing the level of illiquidity in the Fund, if and to the extent that
qualified institutional buyers become for a time uninterested in purchasing Rule
144A securities.
7
<PAGE>
SHORT SALES. The Fund may sell securities short "against-the-box." A short
sale "against-the-box" is a short sale in which the Fund owns an equal amount of
the securities sold short or securities convertible into or exchangeable without
payment of further consideration for securities of the same issue as, and equal
in amount to, the securities sold short.
TEMPORARY INVESTMENTS. When the Subadviser believes that market conditions
warrant a temporary defensive position, the Fund may invest up to 100% of its
assets in short-term instruments such as commercial paper, bank certificates of
deposit, bankers' acceptances, or repurchase agreements for such securities and
securities of the U.S. Government and its agencies and instrumentalities, as
well as cash and cash equivalents denominated in foreign currencies. Investments
in domestic bank certificates of deposit and bankers' acceptances will be
limited to banks that have total assets in excess of $500 million and are
subject to regulatory supervision by the U.S. Government or state governments.
The Fund's investments in commercial paper of U.S. issuers will be limited to
(a) obligations rated Prime-1 by Moody's or A-1 by S&P or (b) unrated
obligations issued by companies having an outstanding unsecured debt issue
currently rated A or better by S&P. A description of various commercial paper
ratings and debt securities ratings appears in Appendix A to the Statement of
Additional Information. The Fund's investments in foreign short-term instruments
will be limited to those that, in the opinion of the Subadviser, equate
generally to the standards established for U.S. short-term instruments.
Except as noted above, the foregoing investment policies are not
fundamental and the Board of Directors of the Corporation may change such
policies without the vote of a majority of the Fund's outstanding voting
securities. A more detailed description of the Fund's investment policies,
including a list of those restrictions on the Fund's investment activities which
cannot be changed without such a vote, appears in the Statement of Additional
Information. Under the 1940 Act, a "vote of a majority of the outstanding voting
securities" of the Fund means the affirmative vote of the lesser of (1) more
than 50% of the outstanding shares of the Fund or (2) 67% or more of the shares
present at a shareholders' meeting if more than 50% of the outstanding shares
are represented at the meeting in person or by proxy.
MANAGEMENT SERVICES
THE MANAGER. The Board of Directors provides broad supervision over the
affairs of the Fund. Pursuant to a Management Agreement between J. & W. Seligman
& Co. Incorporated and the Corporation, on behalf of the Fund and the
Corporation's other series, the Manager administers the business and other
affairs of the Fund, except for the actual supervision and direction of
investments, which is provided by the Subadviser. The address of the Manager is
100 Park Avenue, New York, NY 10017.
The Manager also serves as manager of sixteen other investment companies
which, together with the Corporation, make up the "Seligman Group." The sixteen
other companies are: Seligman Capital Fund, Inc., Seligman Cash Management Fund,
Inc., Seligman Common Stock Fund, Inc., Seligman Communications and Information
Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman
High Income Fund Series, Seligman Income Fund, Inc., Seligman New Jersey
Tax-Exempt Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series, Seligman
Portfolios, Inc., Seligman Quality Municipal Fund, Inc., Seligman Select
Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc., Seligman Tax-Exempt
Series Trust and Tri-Continental Corporation. The aggregate assets of the
Seligman Group were approximately $11.0 billion at September 30, 1995. The
Manager also provides investment management or advice to individual and
institutional accounts having an aggregate value of approximately $3.8 billion.
The Manager provides senior management for Seligman Data Corp., a
wholly-owned subsidiary of certain investment companies in the Seligman Group,
which performs, at cost, certain recordkeeping functions for the Fund, maintains
the records of shareholder accounts and furnishes dividend paying, redemption
and related services.
The Fund pays the Manager a management fee, calculated daily and payable
monthly, equal to an annual rate of 1.00% of the average daily net assets of the
Fund, of which .90% is paid to the Subadviser for services described below. The
8
<PAGE>
management fee is higher than that of most domestic investment companies but is
comparable to that of most international and global equity funds. The Fund pays
all of its expenses other than those assumed by the Manager or the Subadviser
including fees for necessary professional and brokerage services, costs of
regulatory compliance, costs associated with maintaining corporate existence,
custody and shareholder service, shareholder relations and insurance costs.
Mr. William C. Morris is Chairman and President of the Manager and Chairman
of the Board and Chief Executive Officer of the Corporation. Mr. Morris owns a
majority of the outstanding voting securities of the Manager.
THE SUBADVISER. Seligman Henderson Co. serves as Subadviser to the Fund
pursuant to a Subadvisory Agreement between the Manager and the Subadviser (the
"Subadvisory Agreement"). The Subadvisory Agreement provides that the Subadviser
will supervise and direct the Fund's global investments in accordance with the
Fund's investment objective, policies and restrictions. Seligman Henderson Co.
was founded in 1991 as a joint venture between the Manager and Henderson
International, Inc., a controlled affiliate of Henderson Administration Group
plc. Seligman Henderson Co. was created to provide international and global
investment management services to institutional and individual investors and
investment companies in the U.S. Seligman Henderson Co. also serves as
Subadviser to Seligman Henderson International Fund, Seligman Henderson Global
Smaller Companies Fund and Seligman Henderson Global Technology Fund (the other
three series of the Corporation), Seligman Common Stock Fund, Seligman Growth
Fund, Seligman Income Fund, the Global and Global Smaller Companies Portfolios
of Seligman Portfolios, Tri-Continental Corporation, the International Equity
Fund of the Compass Capital Group, and the Seligman Henderson International
Small Cap Portfolio and Seligman Henderson International Equity Portfolio of
American Skandia Trust. The address of the Subadviser is 100 Park Avenue, New
York, NY 10017.
PORTFOLIO MANAGERS. The Subadviser's International Policy Group shall
provide overall policy with respect to identifying the global economic or social
trends which will serve as the focus around which investments will be made, as
well as set parameters regarding the allocation of assets domestically and
internationally and country weightings. The Group provides international
investment policy, including country weightings, asset allocations and industry
sector guidelines, as appropriate, for each of the other series of the
Corporation.
The Chairman of the Group is Mr. Iain C. Clark, the Chief Investment
Officer and a Managing Director of the Subadviser. Mr. Clark is also responsible
for the day-to-day investment activities of Seligman Henderson International
Fund and Seligman Henderson Global Smaller Companies Fund, two other series of
the Corporation. Mr. Clark is also a Director of Henderson Administration Group
plc. Previously, he was a Director of Henderson International Ltd; and
Secretary, Treasurer and Vice President of Henderson International, Inc.
Messrs. Loris D. Muzzatti and Nitin Mehta have responsibility for directing
and overseeing the Fund's domestic and international investments, respectively.
Mr. Muzzatti, a Managing Director of the Manager since January 1991, joined
the Manager in 1985. He is the portfolio manager of Seligman Capital Fund and
Seligman Capital Portfolio of Seligman Portfolios, Inc. and the co-portfolio
manager of Seligman Growth Fund, Inc.
Mr. Mehta has been a portfolio manager with Henderson Administration Group
plc since September, 1994. From May 1993 to September, 1994, Mr. Mehta was Head
of Currency Management and Derivatives at Quorum Capital Management. From
February 1993 to May 1993 he was a consultant with International Finance
Corporation. From 1986 through 1992, he was Head of Equity Investments at
Shearson Lehman Global Asset Management.
The Manager's discussion of Fund performance as well as a line graph
illustrating comparative performance information between the Fund and
appropriate broad-based indices will be included in the Fund's Annual Report to
shareholders.
PORTFOLIO TRANSACTIONS. The Management Agreement and Subadvisory Agreement
recognize that in the purchase and sale of portfolio securities for the Fund,
the Manager and the Subadviser will seek the most favorable price and execution
and, consistent with that policy, may give consideration to the research,
9
<PAGE>
statistical and other services furnished by brokers or dealers to the Manager
and the Subadviser. The use of brokers who provide investment and market
research and securities and economic analysis may result in a higher brokerage
charge to the Fund than the use of brokers selected on the basis of the most
favorable brokerage commission rates, and research and analysis received may be
useful to the Manager and Subadviser in connection with their services to other
clients as well as to the Fund. In over-the-counter markets, orders are placed
with responsible primary market makers unless a more favorable execution or
price is believed to be obtainable.
Consistent with the rules of the National Association of Securities
Dealers, Inc., and subject to seeking the most favorable price and execution
available and such other policies as the Directors may determine, the Manager
and the Subadviser may consider sales of shares of the Fund and, if permitted by
applicable laws, may consider sales of shares of the other mutual funds in the
Seligman Group as a factor in the selection of brokers or dealers to execute
portfolio transactions for the Fund.
PORTFOLIO TURNOVER. A change in securities held by the Fund is known as
"portfolio turnover." Portfolio turnover may result in the payment by the Fund
of dealer spreads or underwriting commissions and other transactions costs from
the sale of securities held by the Fund and the reinvestment of the proceeds in
other securities. While it is the policy of the Fund to hold securities for
investment, changes in the securities held by the Fund will be made from time to
time when the Subadviser believes such changes will strengthen the Fund's
portfolio. The portfolio turnover of the Fund is not expected to exceed 100%.
PURCHASE OF SHARES
Seligman Financial Services, Inc. ("SFSI"), an affiliate of the Manager,
acts as general distributor of the Fund's shares. Its address is 100 Park
Avenue, New York, NY 10017.
The Fund issues two classes of shares: Class A shares are sold to investors
choosing the initial sales load alternative; and Class D shares are sold to
investors choosing no initial sales load, a distribution fee and a CDSL on
redemptions within one year of purchase. See "Alternative Distribution System"
above.
Shares of the Fund may be purchased through any authorized investment
dealer. All orders will be executed at the net asset value per share next
computed after receipt of the purchase order plus, in the case of Class A
shares, a sales load which, except for shares purchased under one of the reduced
sales load plans, will vary with the size of the purchase as shown in the
schedule under "Class A Shares -- Initial Sales Load" below.
THE MINIMUM AMOUNT FOR INITIAL INVESTMENT IN THE FUND IS $1,000; SUBSEQUENT
INVESTMENTS MUST BE IN THE MINIMUM AMOUNT OF $100 (EXCEPT FOR INVESTMENT OF
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS). THE FUND RESERVES THE RIGHT TO RETURN
INVESTMENTS THAT DO NOT SATISFY THESE MINIMUMS. EXCEPTIONS TO THESE MINIMUMS ARE
AVAILABLE FOR ACCOUNTS BEING ESTABLISHED CONCURRENTLY WITH THE INVEST-A-CHECK(R)
SERVICE.
Orders received by an authorized dealer before the close of business on the
New York Stock Exchange ("NYSE") (normally 4:00 p.m. New York time) and accepted
by SFSI before the close of business (normally 5:00 p.m. New York time) on the
same day will be executed at the Fund's net asset value determined as of the
close of the NYSE on that day plus, in the case of Class A shares, the
applicable sales load. Orders received by dealers after the close of the NYSE,
or accepted by SFSI after the close of business, will be executed at the Fund's
net asset value as next determined plus, in the case of Class A shares, the
applicable sales load. The authorized dealer through which a shareholder
purchases shares is responsible for forwarding the order to SFSI promptly.
Payment for dealer purchases may be made by check or by wire. To wire
payments, dealer orders must first be placed through SFSI's order desk and
assigned a purchase confirmation number. Funds in payment of the purchase may
then be wired to Mellon Bank, N.A., ABA #043000261, A/C Seligman Henderson
Global Growth Opportunities Fund (A or D), A/C #107-1011. WIRE TRANSFERS MUST
INCLUDE THE PURCHASE CONFIRMATION NUMBER AND CLIENT ACCOUNT REGISTRATION AND
ACCOUNT NUMBER. Persons other than dealers who wish to wire payment should
contact Seligman Data Corp. for specific wire instructions. Although the Fund
makes no charge for this service, the transmitting bank may impose a wire
service fee.
10
<PAGE>
Existing shareholders may purchase additional shares at any time through
any authorized dealer or by sending a check payable to "Seligman Group of Mutual
Funds" directly to the Fund at P.O. BOX 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 owned by such shareholder. If a shareholder does not indicate the
required information, Seligman Data Corp. will seek further clarification and
may be forced to return the check to the shareholder. If only the class
designation is missing, the investment will automatically be made into Class A
shares. Orders sent directly to Seligman Data Corp. will be executed at the
Fund's net asset value next determined after the order is accepted plus, in the
case of Class A shares, the applicable sales load.
Seligman Data Corp. will charge a $10.00 service fee for checks returned to
it marked "unpaid." This fee may be debited from your account. For the
protection of the Fund and its shareholders, no redemption of shares will be
permitted with respect to shares purchased by check (unless certified) until the
Fund receives notice that the check has cleared, which may be up to 15 days from
the credit of such shares to the shareholder's account.
VALUATION. The net asset value of the Fund's shares is determined as of the
close of regular trading on the NYSE each day Monday through Friday except on
days that the NYSE is closed. Net asset value is calculated separately for each
class. Securities traded on a U.S. or foreign exchange or over-the-counter
market are valued at the last sales price on the primary exchange or market on
which they are traded. United Kingdom securities and securities for which there
are no recent sales transactions are valued based on quotations provided by
primary market makers in such securities. Any securities for which recent market
quotations are not readily available are valued at fair value as determined in
accordance with procedures approved by the Board of Directors. Short-term
holdings maturing in 60 days or less are generally valued at amortized cost if
their original maturity was 60 days or less. Short-term holdings with more than
60 days remaining to maturity will be valued at current market value until the
61st day prior to maturity, and will then be valued on an amortized cost basis
based on the value of such date unless the Board determines that this amortized
cost value does not represent fair market value.
Although the legal rights of Class A and Class D shares are substantially
identical, the different expenses borne by each class will result in different
net asset values and dividends. The net asset value of Class D shares will
generally be lower than the net asset value of Class A shares as a result of the
larger distribution fee charged to Class D shares. In addition, net asset value
per share of the two classes will be affected to the extent any other class
expense differs among classes.
CLASS A SHARES--INITIAL SALES LOAD. Class A shares are subject to an
initial sales load which varies with the size of the purchase as shown in the
following schedule, and an annual service fee of up to .25% of the average daily
net asset value of Class A shares. See "Administration, Shareholder Services and
Distribution Plan" below.
- --------------------------------------------------------------------------------
CLASS A SHARES--SALES LOAD SCHEDULE
SALES LOAD AS A
PERCENTAGE OF REGULAR
--------------------- DEALER
NET AMOUNT DISCOUNT
INVESTED AS A % OF
OFFERING (NET ASSET OFFERING
AMOUNT OF PURCHASE PRICE VALUE) PRICE
---------------------------------------------- ----------
Less than $ 50,000 4.75% 4.99% 4.25%
$ 50,000- 99,999 4.00 4.17 3.50
100,000- 249,999 3.50 3.63 3.00
250,000- 499,999 2.50 2.56 2.25
500,000- 999,999 2.00 2.04 1.75
1,000,000- 3,999,999 1.00 1.01 .90
4,000,000- or more* 0 0 0
* Dealers will receive a fee of .15% on sales made without a sales load.
- --------------------------------------------------------------------------------
REDUCED SALES LOADS. Reductions in sales loads apply to purchases of Class
A shares by a "single person," including an individual, members of a family unit
comprising husband, wife and minor children purchasing securities for their own
account, or a trustee or other fiduciary purchasing for a single fiduciary
account or single trust. Purchases made by a trustee or other fiduciary for a
fiduciary account may not be aggegated with purchases made on behalf of any
other fiduciary or individual account.
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<PAGE>
o VOLUME DISCOUNTS are provided if the total amount being invested in Class
A shares of the Fund alone, or in any combination of shares of the Seligman
Mutual Funds that are sold with a sales load, reaches levels indicated in the
sales load schedule.
o THE RIGHT OF ACCUMULATION allows an investor to combine the amount being
invested in shares of the other Seligman Mutual Funds sold with a sales load
with the total net asset value of shares of those funds already owned that were
sold with a sales load and the total net asset value of shares of Seligman Cash
Management Fund that were acquired by the investor through an exchange of shares
of another Seligman Mutual Fund on which there was a sales load to determine
reduced sales loads in accordance with the sales load schedule. An investor or a
dealer purchasing shares on behalf of an investor must indicate whether the
investor has existing accounts when making investments or opening new accounts.
o A LETTER OF INTENT allows an investor to purchase Class A shares over a
13-month period at reduced sales loads, based upon the total amount of shares
the investor expresses an interest in purchasing plus the total net asset value
of shares of the other Seligman Mutual Funds already owned by such investor that
were sold with a sales load and the total net asset value of shares of Seligman
Cash Management Fund that were acquired by the investor through an exchange of
shares of another mutual fund in the Seligman Group on which there was a sales
load. An investor or a dealer purchasing shares on behalf of an investor must
indicate whether the investor has existing accounts when making investments or
opening new accounts. For more information concerning terms of Letters of
Intent, see "Terms and Conditions" on page 24.
SPECIAL PROGRAMS. The Fund may sell Class A shares at net asset value to
present and retired directors, trustees, officers, employees (and their spouses
and minor children) of the Fund, the other investment companies in the Seligman
Group, the Manager and other companies affiliated with the Manager. Such sales
also may be made to employee benefit and thrift plans for such persons and to
any investment advisory, custodial, trust or other fiduciary account managed or
advised by the Manager or any affiliate.
Class A shares also may be issued without a sales load in connection with the
acquisition of cash and securities owned by other investment companies and
personal holding companies; to any registered unit investment trust which is the
issuer of periodic payment plan certificates, the net proceeds of which are
invested in Fund shares; to separate accounts established and maintained by an
insurance company which are exempt from registration under Section 3(c)(11) of
the 1940 Act; to registered representatives and employees (and their spouses and
minor children) of any dealer that has a sales agreement with SFSI; to
shareholders of mutual funds with objectives and policies similar to the Fund
(as stated in the prospectus) who purchase shares with redemption proceeds of
such funds; to financial institution trust departments; to registered investment
advisers exercising discretionary investment authority with respect to the
purchase of Fund shares; to accounts of financial institutions or broker/dealers
that charge account management fees, provided the Manager or one of its
affiliates has entered into an agreement with respect to such accounts; pursuant
to sponsored arrangements with organizations which make recommendations to or
permit group solicitations of, its employees, members or participants in
connection with the purchase of shares of the Fund; and to "eligible employee
benefit plans" (i) which have at least $1 million invested in the Seligman Group
of Investment Companies or (ii) of employers who have at least 100 eligible
employees to whom such plan is made available, and, regardless of the number of
employees, if such plan is established and maintained by any dealer that has a
sales agreement with SFSI. "Eligible employee benefit plan" means any plan or
arrangement, whether or not tax qualified, which provides for the purchase of
Fund shares. Sales of shares to such plans must be made in connection with a
payroll deduction system of plan funding or other system acceptable to Seligman
Data Corp.
CLASS D SHARES. Class D shares are sold without an initial sales load but
are subject to a CDSL if the shares are redeemed within one year, an annual
distribution fee of up to .75 of 1% and an annual service fee of up to .25 of
1%, of the average daily net asset value of the Class D shares. SFSI will make a
1% payment to dealers in respect of purchases of Class D shares.
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<PAGE>
A CDSL will be imposed on any redemption of Class D shares which were
purchased during the preceding twelve months; however, no such charge will be
imposed on shares acquired through the investment of dividends or distributions
from any Class D shares within the Seligman Group. The amount of any CDSL will
be paid to and retained by SFSI.
To minimize the application of a CDSL to a redemption, shares acquired
pursuant to the investment of dividends and distributions (which are not subject
to a CDSL) will be redeemed first; followed by shares purchased at least one
year prior to the redemption. Shares held for the longest period of time within
the applicable one year period will then be redeemed. Additionally, for those
shares determined to be subject to the CDSL, the application of the 1% CDSL will
be made to the current net asset value or original purchase price, whichever is
less.
For example, assume an investor purchased 100 shares in January at a price
of $10.00 per share. During the first year, 5 additional shares were acquired
through investment of dividends and distributions. In January of the following
year, an additional 50 shares are purchased at a price of $12.00 per share. In
March of that year, the investor chooses to redeem $1,500.00 from the account
which now holds 155 shares with a total value of $1,898.75 ($12.25 per share).
The CDSL for this transaction would be calculated as follows:
Total shares to be redeemed
(122.449 @ $12.25) as follows:............... $1,500.00
=========
Dividend/Distribution shares (5 @ $12.25)........ $ 61.25
Shares held more than 1 year
(100 @ $12.25)................................. 1,225.00
Shares held less than 1 year old subject to
CDSL (17.449 @ $12.25)......................... 213.75
---------
Gross proceeds of redemption..................... $1,500.00
Less CDSL (17.449 shares @ $12.00 =
$209.39 x 1% = $2.09).......................... (2.09)
---------
Net proceeds of redemption....................... $1,497.91
=========
For federal income tax purposes, the amount of the CDSL will reduce the
gain or increase the loss, as the case may be, on the amount recognized on the
redemption of shares.
The CDSL will be waived or reduced in the following instances:
(a) on redemption following the death or disability of a shareholder, as
defined in section 72(m)(7) of the Internal Revenue Code of 1986, as amended
(the "Code"); (b) in connection with (i) distributions from retirement plans
qualified under section 401(a) of the Code when such redemptions are necessary
to make distributions to plan participants (such payments include, but are not
limited to death, disability, retirement, or separation of service), (ii)
distributions from a custodial account under section 403(b)(7) of the Code or an
individual retirement account (an "IRA") due to death, disability, or attainment
of age 59 1/2, and (iii) a tax-free return of an excess contribution to an IRA;
(c) in whole or in part, in connection with shares sold to current and retired
Directors of the Fund; (d) in whole or in part, in connection with shares sold
to any state, county, or city or any instrumentality, department, authority, or
agency thereof, which is prohibited by applicable investment laws from paying a
sales load or commission in connection with the purchase of shares of any
registered investment management company; (e) pursuant to an automatic cash
withdrawal service; (f) in connection with the redemption of Class D shares of
the Fund if it is combined with another mutual fund in the Seligman Group, or
another similar reorganization transaction; and (g) in connection with the
Fund's right to redeem or liquidate an account that holds below a certain
minimum number or dollar amount of shares (currently $500).
If, with respect to a redemption of any Class D shares sold by a dealer,
the CDSL is waived because the redemption qualifies for a waiver as set forth
above, the dealer shall remit to SFSI promptly upon notice an amount equal to
the 1% payment or a portion of the 1% payment paid on such shares.
SFSI may from time to time assist dealers by, among other things, providing
sales literature to, and holding informational programs for the benefit of,
dealers' registered representatives. Dealers may limit the participation of
13
<PAGE>
registered representatives in such informational programs by means of sales
incentive programs which may require the sale of minimum dollar amounts of
shares of the Seligman Mutual Funds. SFSI may from time to time pay a bonus or
other incentive to dealers that sell shares of the Seligman Mutual Funds. In
some instances, these bonuses or incentives may be offered only to certain
dealers which employ registered representatives who have sold or may sell a
significant amount of shares of the Fund and/or certain other Funds managed by
the Manager during a specified period of time. Such bonus or other incentive may
take the form of payment for travel expenses, including lodging, incurred in
connection with trips taken by qualifying registered representatives and members
of their families to places within or outside the United States. The cost to
SFSI of such promotional activities and payments will not exceed the amounts of
the sales loads retained by SFSI in respect of sales of shares of the Fund and
the other Seligman Mutual Funds effected through participating dealers and shall
be consistent with the rules of the National Association of Securities Dealers,
Inc. as then in effect. Through December 29, 1995, dealers will receive the full
sales load in accordance with the sales load schedule for Class A shares of the
Fund for sales of up to $3,999,999.
TELEPHONE TRANSACTIONS
A shareholder with telephone transaction privileges, AND THE SHAREHOLDER'S
BROKER-DEALER REPRESENTATIVE, will have the ability to effect the following
transactions via telephone: (i) redemption of Fund shares, (ii) exchange of Fund
shares for shares of another Seligman Mutual Fund, (iii) change of a dividend
and/or capital gain distribution option, and (iv) change of address. All
telephone transactions are effected through Seligman Data Corp. at (800)
221-2450.
FOR INVESTORS WHO PURCHASE SHARES BY COMPLETING AND SUBMITTING AN ACCOUNT
APPLICATION (EXCEPT THOSE ACCOUNTS REGISTERED AS TRUSTS (UNLESS THE TRUSTEE AND
SOLE BENEFICIARY ARE THE SAME PERSON), CORPORATIONS OR GROUP RETIREMENT PLANS):
Unless an election is made otherwise on the Account Application, a shareholder
and the shareholder's broker-dealer of record, as designated on the Account
Application, will automatically receive telephone transaction privileges.
FOR INVESTORS WHO PURCHASE SHARES THROUGH A BROKER-DEALER: Telephone
services for a shareholder and the shareholder's representative may be elected
by completing a supplemental election application available from the
broker-dealer of record.
FOR ACCOUNTS REGISTERED AS IRAS: Telephone Services will include only
exchanges or address changes.
FOR ACCOUNTS REGISTERED AS TRUSTS (UNLESS THE TRUSTEE AND SOLE BENEFICIARY
ARE THE SAME PERSON), CORPORATIONS OR GROUP RETIREMENT PLANS: Telephone services
are not available.
All funds with the same account number (i.e., registered exactly the same)
as an existing account, including any new fund in which the shareholder invests
in the future, will automatically include telephone services if the existing
account has telephone services. Telephone services may also be elected at any
time on a supplemental election application.
For accounts registered jointly (such as joint tenancies, tenants in common
and community property registrations), each owner, by accepting or requesting
telephone transaction services, authorizes each of the other owners to effect
telephone transactions on his or her behalf.
During times of drastic economic or market changes, a shareholder or the
shareholder's representative may experience difficulty in contacting Seligman
Data Corp. to request a redemption or exchange of Fund shares. In these
circumstances, the shareholder or the shareholder's representative should
consider using other redemption or exchange procedures. Use of these other
redemption or exchange procedures will result in your redemption request being
processed at a later time than if telephone transactions had been used, and the
Fund's net asset value may fluctuate during such periods.
The Fund and Seligman Data Corp. will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. These will
include recording all telephone calls requesting account activity, requiring
that the caller provide certain requested personal and/or account information at
14
<PAGE>
the time of the call for the purpose of establishing the caller's identity, and
sending a written confirmation of redemptions, exchanges or address changes to
the address of record each time activity is initiated by telephone. As long as
the Fund and Seligman Data Corp. follow instructions communicated by telephone
that were reasonably believed to be genuine at the time of their receipt,
neither they nor any of their affiliates will be liable for any loss to the
shareholder caused by an unauthorized transaction. Shareholders, of course, may
refuse or cancel telephone transaction services. In any instance where the Fund
or Seligman Data Corp. is not reasonably satisfied that instructions received by
telephone are genuine, the requested transaction will not be executed, and
neither they nor any of their affiliates will be liable for any losses which may
occur due to a delay in implementing the transaction. If the Fund or Seligman
Data Corp. does not follow the procedures described above, they may be liable
for any losses due to unauthorized or fraudulent instructions. Telephone
services must be effected through a representative of Seligman Data Corp., i.e.,
requests may not be communicated via Seligman Data Corp.'s automated telephone
answering system. Telephone transaction services may be terminated by a
shareholder at any time by sending a written request to Seligman Data Corp.
TELEPHONE SERVICES MAY NOT BE ESTABLISHED BY A SHAREHOLDER'S BROKER-DEALER
WITHOUT THE WRITTEN AUTHORIZATION OF THE SHAREHOLDER. Written acknowledgment of
the addition or termination of telephone transaction services will be sent to
the shareholder.
REDEMPTION OF SHARES
A shareholder may redeem shares held in book credit form without charge,
except a CDSL, if applicable, at any time by SENDING A WRITTEN REQUEST to
Seligman Data Corp., 100 Park Avenue, New York, NY 10017. The redemption request
must be signed by all persons in whose name the shares are registered. A
shareholder may redeem shares that are not in book credit form by surrendering
certificates in proper form to the same address. Certificates should be sent by
registered mail. Share certificates must be endorsed for transfer or accompanied
by an endorsed stock power signed by the person(s) whose name(s) appear(s) on
the face of the certificate. The shareholder's letter of instruction or endorsed
stock power should specify the account number, class of shares (A or D) and the
number of shares or dollar amount to be redeemed. The Fund cannot accept
conditional redemption requests. If the redemption proceeds are (i) $50,000 or
more, (ii) to be paid to someone other than the shareholder of record
(regardless of the amount) or (iii) to be mailed to other than the address of
record or if the address or record which has been changed within the past 30
days (regardless of the amount), the signature(s) of the shareholder(s) must be
guaranteed by an eligible financial institution including, but not limited to,
the following: banks, trust companies, credit unions, securities brokers and
dealers, savings and loan associations and participants in the Securities
Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion
Program (SEMP) or the New York Stock Exchange Medallion Signature Program (MSP).
The Fund reserves the right to reject a signature guarantee where it is believed
that the Fund will be placed at risk by accepting such guarantee. A signature
guarantee is also necessary in order to change the account registration.
Notarization by a notary public is not an acceptable signature guarantee.
ADDITIONAL DOCUMENTATION MAY BE REQUIRED BY SELIGMAN DATA CORP. IN THE EVENT OF
A REDEMPTION BY CORPORATIONS, EXECUTORS, ADMINISTRATORS, TRUSTEES, CUSTODIANS OR
RETIREMENT PLANS. FOR FURTHER INFORMATION WITH RESPECT TO REDEMPTION
REQUIREMENTS, PLEASE CONTACT THE SHAREHOLDER SERVICES DEPARTMENT OF SELIGMAN
DATA CORP. FOR ASSISTANCE. In the case of Class A shares and in the case of
Class D shares redeemed after one year, a shareholder will receive the net asset
value per share next determined after receipt of a request in good order. If
Class D shares are redeemed within one year of purchase a shareholder will
receive the net asset value per share next determined after receipt of a request
in good order, less a CDSL of 1% as described under "Purchase Of Shares--Class D
Shares" above.
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A shareholder may "sell" shares to the Fund through an investment dealer
and, in that way, be certain, providing the order is timely, of receiving the
net asset value established at the end of the day on which the dealer is given
the repurchase order. The Fund makes no charge for this transaction, but the
unaffiliated dealer may charge a service fee. "Sell" or repurchase orders
received from an authorized dealer before the close of the NYSE and received by
SFSI, the repurchase agent, before the close of business on the same day will be
executed at the net asset value per share determined as of the close of the NYSE
on that day. Repurchase orders received from authorized dealers after the close
of the NYSE or not received by SFSI prior to the close of business will be
executed at the net asset value determined as of the close of the NYSE on the
next trading day. Shares held in a "street name" account with a broker/dealer
may be sold to the Fund only through a broker/dealer.
TELEPHONE REDEMPTIONS. Telephone redemptions of uncertificated shares may
be made once per day, in an amount of up to $50,000. Telephone redemption
requests must be received by Seligman Data Corp. at (800) 221-2450 between 8:30
a.m. and 4:00 p.m. New York time, on any business day and will be processed as
of the close of business on that day. Redemption requests by telephone will not
be accepted within 30 days following an address change. Keogh Plans, IRAs and
other retirement plans, certain trusts and corporations 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, and the circumstances
under which shareholders may bear the risk of loss for a fraudulent transaction,
see "Telephone Transactions" above.
GENERAL. With respect to shares redeemed, a check for the proceeds will be
sent to the shareholder's address of record within seven calendar days after
acceptance of the redemption order and will be made payable to all of the
registered owners on the account. With respect to shares repurchased, a check
for the proceeds will be sent to the investment dealer within seven calendar
days after acceptance of the repurchase order and will be made payable to the
investment dealer. The Fund will not permit redemptions of shares with respect
to shares purchased by check (unless certified) until the Fund receives notice
that the check has cleared, which may be up to 15 days from the credit of such
shares to the shareholder's account. The proceeds of a redemption or repurchase,
of course, may be more or less than the shareholder's cost.
The Fund reserves the right to redeem shares owned by a shareholder whose
investment in the Fund has a value of less than a minimum specified by the
Corporation's Board of Directors, which is presently $500. Shareholders are sent
a notice before such redemption is processed stating that the value of their
investment in the Fund is less than the specified minimum and that they have
sixty days to make an additional investment.
REINSTATEMENT PRIVILEGE. If a shareholder redeems Class A Shares and then
decides to reinvest them, or to shift the investment to one of the other
Seligman Mutual Funds, a shareholder may, within 120 calendar days of the date
of the redemption, use all or any part of the proceeds of the redemption to
reinstate, free of sales load, all or any part of the investment in shares of
the Fund or in shares of any of the other Seligman Mutual Funds. If a
shareholder redeems Class D shares and the redemption was subject to a CDSL, the
shareholder may reinstate the investment in shares of the same class of the Fund
or of any of the other Seligman Mutual Funds within 120 calendar days of the
date of redemption and receive a credit for the CDSL paid. Such investment will
be reinstated at the net asset value per share established as of the close of
the NYSE on the day the request is received. Seligman Data Corp. must be
informed that the purchase represents a reinstated investment. REINSTATED SHARES
MUST BE REGISTERED EXACTLY AND BE OF THE SAME CLASS AS THE SHARES PREVIOUSLY
REDEEMED.
Generally, exercise of the Reinstatement Privilege does not alter the
Federal income tax status of any capital gain realized on a sale of Fund shares,
but to the extent that any shares are sold at a loss and the proceeds are
reinvested in shares of the same fund, some or all of the loss will not be
allowed as a deduction, depending upon the percentage of the proceeds
reinvested.
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ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
Under the Fund's Administration, Shareholder Services and Distribution Plan
(the "Plan"), the Fund may pay to SFSI an administration, shareholder services
and distribution fee in respect of the Fund's Class A and Class D shares.
Payments under the Plan may include, but are not limited to: (i) compensation to
securities dealers and other organizations ("Service Organizations") for
providing distribution assistance with respect to assets invested in the Fund,
(ii) compensation to Service Organizations for providing administration,
accounting and other shareholder services with respect to the Fund's
shareholders, and (iii) otherwise promoting the sale of shares of the Fund,
including paying for the preparation of advertising and sales literature and the
printing and distribution of such promotional materials and prospectuses to
prospective investors and defraying SFSI's costs incurred in connection with its
marketing efforts with respect to shares of the Fund. The Manager, in its sole
discretion, may also make similar payments to SFSI from its own resources, which
may include the management fee that the Manager receives from the Fund.
Under the Plan, the Fund reimburses SFSI for its expenses with respect to
Class A shares at an annual rate of up to .25% of the average daily net asset
value of Class A shares. It is expected that the proceeds from the fee in
respect of Class A shares will be used primarily to compensate Service
Organizations which enter into agreements with SFSI. Such Service Organizations
will receive from SFSI a continuing fee of up to .25% on an annual basis,
payable quarterly, of the average daily net assets of Class A shares
attributable to the particular Service Organization for providing personal
services and/or the maintenance of shareholder accounts. The fee payable from
time to time is, within such limit, determined by the Directors of the
Corporation.
Under the Plan, the Fund reimburses SFSI for its expenses with respect to
Class D shares at an annual rate of up to 1% of the average daily net asset
value of Class D shares. Proceeds from the Class D distribution fee will be used
primarily to compensate Service Organizations for administration, shareholder
services and distribution assistance (including a continuing fee of up to .25%
on an annual basis of the average daily net asset value of Class D shares
attributable to particular Service Organizations for providing personal service
and/or the maintenance of shareholder accounts) and will initially be used by
SFSI to defray the expense of the 1% payment to be made by it to Service
Organizations at the time of the sale of Class D shares. The amounts expended by
SFSI in any one year upon the initial purchase of Class D shares may exceed the
amounts received by it from the Plan payments retained. Expenses of
administration, shareholder services and distribution of Class D shares in one
fiscal year of the Fund may be paid from Class D Plan fees received from the
Fund in any other fiscal year.
The Plan as it relates to the Class A and Class D shares of the Fund was
first approved by the Corporation's Board of Directors on September 21, 1995 and
by the sole shareholder of the Fund on October 30, 1995. The Plan will be
reviewed by the Directors annually.
Seligman Services, Inc. ("SSI"), an affiliate of the Manager, is a limited
purpose broker/dealer. SSI shall act as broker/dealer of record for shareholder
accounts that do not have a designated broker/dealer of record and will receive
compensation from the Fund pursuant to the Plan for providing personal service
and account maintenance to its accounts of record.
EXCHANGE PRIVILEGE
A person who has been a shareholder of the Fund may, without charge,
exchange at net asset value any part or all of an investment in the Fund for
shares of any of the other mutual funds in the Seligman Group. Exchanges may be
made by mail, or by telephone if the shareholder has telephone services.
Class A and Class D shares may be exchanged only for Class A and Class D
shares, respectively, of another mutual fund in the Seligman Group on the basis
of relative net asset value.
If Class D shares that are subject to a CDSL are exchanged for Class D
shares of another fund, for purposes of assessing the CDSL payable upon
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disposition of the exchanged Class D shares, the one year holding period shall
be reduced by the holding period of the original Class D shares.
The Seligman Mutual Funds currently available under the Exchange Privilege
are:
o SELIGMAN CAPITAL FUND, INC: seeks aggressive capital appreciation.
Current income is not an objective.
o SELIGMAN CASH MANAGEMENT FUND, INC: invests in high-quality money market
instruments. Shares are sold at net asset value.
o SELIGMAN COMMON STOCK FUND, INC: seeks favorable current income and
long-term growth of both income and capital value without exposing capital to
undue risk.
o SELIGMAN FRONTIER FUND, INC: seeks to produce growth in capital value;
income may be considered but will only be incidental to the fund's investment
objective.
o SELIGMAN GROWTH FUND, INC: seeks longer-term growth in capital value and
an increase in future income.
o SELIGMAN HENDERSON GLOBAL FUND SERIES, INC: along with the Fund, the
Corporation consists of Seligman Henderson Global Smaller Companies Fund,
Seligman Henderson Global Technology Fund and the Seligman Henderson
International Fund, all of which seek long-term capital appreciation, primarily
through investing in companies either globally or internationally.
o SELIGMAN HIGH INCOME FUND SERIES: seeks high current income by investing
in debt securities. The Fund consists of the U.S. Government Securities Series
and the High-Yield Bond Series.
o SELIGMAN INCOME FUND, INC: seeks high current income and the possibility
of improvement of future income and capital value.
o SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC: invests in investment grade New
Jersey tax-exempt securities.
o SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES: invests in investment grade
Pennsylvania tax-exempt securities.
o SELIGMAN TAX-EXEMPT FUND SERIES, INC: consists of several State Series
and a National Series. The National Tax-Exempt Series seeks to provide maximum
income exempt from Federal income taxes; individual state series, each seeking
to maximize income exempt from Federal income taxes and from personal income
taxes in designated states, are available for Colorado, Georgia, Louisiana,
Maryland, Massachusetts, Michigan, Minnesota, Missouri, New York, Ohio, Oregon
and South Carolina.
o SELIGMAN TAX-EXEMPT SERIES TRUST: consists of California Tax-Exempt
Quality Series, California Tax-Exempt High-Yield Series, Florida Tax-Exempt
Series and North Carolina Tax-Exempt Series, each of which invests in tax-exempt
securities of its designated state.
All permitted exchanges will be based on the then current net asset values
of the respective funds. Telephone requests for exchanges must be received
between 8:30 a.m. and 4:00 p.m. New York time, on any business day, by Seligman
Data Corp. at (800) 221-2450, and will be processed as of the close of business
on that day. The registration of an account into which an exchange is made must
be identical to the registration of the account from which shares are exchanged.
When establishing a new account by an exchange of shares, the shares being
exchanged must have a value of at least the minimum initial investment required
by the fund into which the exchange is being made. The method of receiving
distributions, unless otherwise indicated, will be carried over to the new fund
account, as will telephone services. Account services, such as Invest-A-Check(R)
Service, Directed Dividends and Automatic Cash Withdrawal Service, will not be
carried over to the new fund account unless specifically requested and permitted
by the new fund. Exchange orders may be placed to effect an exchange of a
specific number of shares, an exchange of shares equal to a specific dollar
amount or an exchange of all shares held. Shares for which certificates have
been issued may not be exchanged via telephone and may be exchanged only upon
receipt of an exchange request together with certificates representing shares to
be exchanged in form for transfer.
Telephone exchanges are only available to shareholders whose accounts are
registered individually, as joint tenancies or IRAs. The Exchange Privilege via
mail is generally applicable to investments in an IRA and other retirement
plans, although some restrictions may apply. The terms of the exchange offer
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described herein may be modified at any time; and not all of the Seligman Mutual
Funds are available to residents of all states. Before making any exchange, a
shareholder should contact an authorized investment dealer or Seligman Data
Corp. to obtain prospectuses of any of the Seligman Mutual Funds.
A broker/dealer representative will be able to effect exchanges on behalf
of a shareholder only if the shareholder has telephone services. For more
information about telephone services, and the circumstances under which
shareholders may bear the risk of loss for a fraudulent transaction, see
"Telephone Transactions" above. Written confirmation of all exchanges will be
forwarded to the shareholder to whom the exchanged shares are registered and a
duplicate confirmation will be sent to the broker/dealer of record.
SFSI reserves the right to reject any telephone exchange request. Any
rejected telephone exchange order may be processed by mail. For more information
about telephone exchanges, which, unless objected to, are assigned to certain
shareholders automatically, and the circumstances under which shareholders may
bear the risk of loss for a fraudulent transaction, see "Telephone Transactions"
above.
Exchanges of shares are sales, and may result in a gain or loss for Federal
income tax purposes.
FURTHER INFORMATION ABOUT TRANSACTIONS IN THE FUND
Because excessive trading (including short-term, "market timing" trading)
can hurt the Fund's performance, the Fund may refuse any exchange (1) from any
shareholder account from which there have been two exchanges in the preceding
three month period, or (2) where the exchanged shares equal in value the lesser
of $1,000,000 or 1% of the Fund's net assets. The Fund may also refuse any
exchange or purchase order from any shareholder account if the shareholder or
the shareholder's broker/dealer has been advised that previous patterns of
purchases and redemptions or exchanges have been considered excessive. Accounts
under common ownership or control, including those with the same taxpayer ID
number and those administered so as to redeem or purchase shares based upon
certain predetermined market indicators, will be considered one account for this
purpose. Additionally, the Fund reserves the right to refuse any order for the
purchase of shares.
DIVIDENDS AND DISTRIBUTIONS
Dividends payable from the Fund's net investment income are distributed at
least annually. Payments vary in amount depending on income received from
portfolio securities and the cost of operations. The Fund distributes
substantially all of any taxable net long-term and short-term gain realized on
investments to shareholders at least annually. Dividends and distributions will
generally be taxable to shareholders in the year in which they are declared by
the Fund if paid before February 1 of the following year.
Shareholders may elect (1) to receive both dividends and gain distributions
in shares; (2) to receive dividends in cash and gain distributions in shares; or
(3) to receive both dividends and gain distributions in cash. In the case of
prototype retirement plans, dividends and capital gain distributions are
reinvested in additional shares. Unless another election is made, dividends and
capital gain distributions will be credited to shareholder accounts in
additional shares of the Fund. Shares acquired through a dividend or gain
distribution and credited to a shareholder's account are not subject to an
initial sales load or a CDSL. Dividends and gain distributions paid in shares
are invested at the net asset value on the ex-dividend date. Shareholders may
elect to change their dividend and gain distribution options by writing Seligman
Data Corp. at the address listed below. If the shareholder has telephone
services, changes may also be telephoned to Seligman Data Corp. between 8:30
a.m. and 5:30 p.m. New York time, by either the shareholder or the broker/dealer
of record on the account. For information about telephone services, see
"Telephone Transactions." These elections must be received by Seligman Data
Corp. before the record date for the dividend or distribution in order to be
effective for such dividend or distribution.
The per share dividends from net investment income on Class D shares will be
lower than the per share dividends on Class A shares as a result of the higher
distribution fee applicable with respect to Class D shares. Per share dividends
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of the two classes may also differ to the extent of any differing class
expenses. Distributions of net capital gains, if any, will be paid in the same
amount for Class A and Class D shares. See "Purchase Of Shares--Valuation."
Shareholders exchanging shares of the Fund for shares of another Seligman
Mutual Fund will continue to receive dividends and gains as elected prior to
such exchange unless otherwise specified. In the event that a shareholder
redeems all shares in an account between the record date and the payable date,
the value of dividends or gain distributions declared and payable will be paid
in cash regardless of the existing election.
FEDERAL INCOME TAXES
The Fund intends to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended. For each year so qualified, the Fund
will not be subject to Federal income taxes on its net investment income and
capital gains, if any, realized during any taxable year, which it distributes to
its shareholders, provided that at least 90% of its net investment income and
net short-term capital gains are distributed to shareholders each year.
Dividends from net investment income and distributions from net short-term
capital gains are taxable as ordinary income to the shareholders, whether
received in cash or reinvested in additional shares, and, to the extent
designated as derived from the Fund's dividend income that would be eligible for
the dividends received deduction if the Fund were not a regulated investment
company, they are eligible, subject to certain restrictions, for the 70%
dividends received deduction for corporations.
Distributions of net capital gains, i.e., the excess of net long-term
capital gains over any net short-term capital losses, are taxable as long-term
capital gain, whether received in cash or invested in additional shares,
regardless of how long shares have been held by the shareholders; such
distributions are not eligible for the dividends received deduction allowed to
corporate shareholders. Shareholders receiving distributions in the form of
additional shares issued by the Fund will be treated for Federal income tax
purposes as having received a distribution in an amount equal to the fair market
value on the date of distribution of the shares received.
Any gain or loss realized upon a sale or redemption of shares in the Fund
by a shareholder who is not a dealer in securities will generally be treated as
a long-term capital gain or loss if the shares have been held for more than one
year and otherwise as a short-term capital gain or loss. Individual shareholders
will be subject to Federal income tax on net long-term capital gain at a maximum
rate of 28%. Net long-term capital gain of a corporate shareholder is taxed at
the same rate as ordinary income. However, if shares on which a long-term
capital gain distribution has been received are subsequently sold or redeemed
and such shares have been held for six months or less, any loss realized will be
treated as long-term capital loss to the extent that it offsets the long-term
capital gain distribution. In addition, no loss will be allowed on the sale or
other disposition of shares of the Fund if, within a period beginning 30 days
before the date of such sale or disposition and ending 30 days after such date,
the holder acquires (such as through dividend reinvestment) securities that are
substantially identical to the shares of the Fund.
In determining gain or loss on shares of the Fund that are sold or
exchanged within 90 days after acquisition, a shareholder generally will not be
permitted to include in the tax basis attributable to such shares the sales load
incurred in acquiring such shares to the extent of any subsequent reduction of
the sales load by reason of the Exchange or Reinstatement Privilege offered by
the Fund. Any sales load not taken into account in determining the tax basis of
shares sold or exchanged within 90 days after acquisition will be added to the
shareholder's tax basis in the shares acquired pursuant to the Exchange or
Reinstatement Privilege.
The Fund will generally be subject to an excise tax of 4% on the amount of
any income or capital gains, above certain permitted levels, distributed to
shareholders on a basis such that such income or gain is not taxable to
shareholders in the calendar year in which it was earned by the Fund.
Furthermore, dividends declared in October, November or December payable to
shareholders of record on a specified date in such a month and paid in the
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following January will be treated as having been paid by the Fund and received
by each shareholder in December. Under this rule, therefore, shareholders may be
taxed in one year on dividends or distributions actually received in January of
the following year.
Portions of the Fund's investment income may be subject to foreign income
taxes withheld at source. The Fund intends to operate so as to meet the
requirements of the Code to enable it, subject to certain limitations imposed by
the Code, to "pass through" to its shareholders credit for foreign taxes paid,
but there can be no assurance that the Fund will be able to do so. See "Taxes"
in the Statement of Additional Information.
If the Fund purchases shares in certain foreign investment entities,
referred to as "passive foreign investment companies," the Fund itself may be
subject to U.S. federal income tax, and an additional charge in the nature of
interest, on a portion of any "excess distribution" from such company or gain
from the disposition of such shares, even if the distribution or gain is paid by
the Fund as a dividend to its shareholders. If the Fund were able and elected to
treat a passive foreign investment company as a "qualified electing fund," in
lieu of the treatment described above, the Fund would be required each year to
include in income, and distribute to shareholders in accordance with the
distribution requirements set forth above, the Fund's pro rata share of the
ordinary earnings and net capital gains of the company, whether or not
distributed to the Fund . UNLESS A SHAREHOLDER INCLUDES A CERTIFIED TAXPAYER
IDENTIFICATION NUMBER (SOCIAL SECURITY NUMBER FOR INDIVIDUALS) ON THE ACCOUNT
APPLICATION AND CERTIFIES THAT THE SHAREHOLDER IS NOT SUBJECT TO BACKUP
WITHHOLDING, THE FUND IS REQUIRED TO WITHHOLD AND REMIT TO THE U.S. TREASURY A
PORTION OF DISTRIBUTIONS AND OTHER REPORTABLE PAYMENTS TO THE SHAREHOLDER. THE
RATE OF BACKUP WITHHOLDING IS 31%. SHAREHOLDERS SHOULD BE AWARE THAT, UNDER
REGULATIONS PROMULGATED BY THE INTERNAL REVENUE SERVICE, THE FUND MAY BE FINED
$50 ANNUALLY FOR EACH ACCOUNT FOR WHICH A CERTIFIED TAXPAYER IDENTIFICATION
NUMBER IS NOT PROVIDED. IN THE EVENT THAT SUCH A FINE IS IMPOSED, THE FUND MAY
CHARGE A SERVICE FEE OF UP TO $50 THAT MAY BE DEBITED FROM THE SHAREHOLDER'S
ACCOUNT AND OFFSET AGAINST ANY UNDISTRIBUTED DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS. THE FUND ALSO RESERVES THE RIGHT TO CLOSE ANY ACCOUNT WHICH DOES
NOT HAVE A CERTIFIED TAXPAYER IDENTIFICATION NUMBER.
Shareholders are urged to consult their tax advisers concerning the effect
of Federal income taxes in their individual circumstances.
SHAREHOLDER INFORMATION
Shareholders will be sent reports semi-annually regarding the Fund. General
information about the Fund may be requested by writing the Corporate
Communications/Investor Relations Department, J. & W. Seligman & Co.
Incorporated, 100 Park Avenue, New York, NY 10017 or telephoning the Corporate
Communications/Investor Relations Department toll-free by dialing (800) 221-7844
from all continental United States, except New York or (212) 850-1864 in New
York State and the greater New York City area. Information about shareholder
accounts (other than a retirement account) may be requested by writing
Shareholder Services, Seligman Data Corp. at the same address or by telephone
toll-free by dialing (800) 221-2450 from all continental United States. For
information about retirement accounts, call Pension Plan Services toll-free by
dialing (800) 445-1777 or write Pension Plan Services, Seligman Data Corp., at
the address above. Seligman Data Corp. may be telephoned Monday through Friday
(except holidays), between the hours of 8:30 a.m. and 6:00 p.m. New York time,
and calls will be answered by shareholder service representatives.
24 HOUR TELEPHONE ACCESS IS AVAILABLE BY DIALING (800) 622-4597 ON A
TOUCHTONE PHONE, WHICH PROVIDES INSTANT ACCESS TO PRICE, YIELD, ACCOUNT BALANCE,
MOST RECENT TRANSACTION AND OTHER INFORMATION. IN ADDITION, ACCOUNT STATEMENTS
AND FORM 1099-DIV CAN BE ORDERED. TO INSURE PROMPT DELIVERY OF DISTRIBUTION
CHECKS, ACCOUNT STATEMENTS AND OTHER INFORMATION, SELIGMAN DATA CORP. SHOULD BE
NOTIFIED IMMEDIATELY IN WRITING OF ANY ADDRESS CHANGE. ADDRESS CHANGES MAY BE
TELEPHONED TO SELIGMAN DATA CORP. IF THE SHAREHOLDER HAS TELEPHONE SERVICES. FOR
MORE INFORMATION ABOUT TELEPHONE SERVICES, SEE "TELEPHONE TRANSACTIONS" ABOVE.
ACCOUNT SERVICES. Shareholders are sent confirmation of financial
transactions.
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Other investor services are available. These include:
o INVEST-A-CHECK(R) SERVICE enables a shareholder to authorize checks to be
drawn on a regular checking account at regular monthly intervals in fixed
amounts of $100 or more, or regular quarterly intervals in fixed amounts of $250
or more, to purchase shares. Accounts may be established concurrently with the
Invest-A-Check Service with a $100 minimum in conjunction with the monthly
investment option, or a $250 minimum in conjunction with the quarterly
investment option (see "Terms and Conditions" on page 24).
o AUTOMATIC DOLLAR-COST-AVERAGING SERVICE permits a shareholder of Class A
shares of the Seligman Cash Management Fund to exchange a specified amount at
regular monthly intervals in fixed amounts of $100 or more, or regular quarterly
intervals in fixed amounts of $250 or more, into Class A shares of the Fund. The
shares of Seligman Cash Management Fund and the Fund must be registered in the
same name. The shareholder's Cash Management account must have a dollar value of
at least $5,000 at the initiation of the service. Exchanges will be made at the
public offering price.
o DIVIDENDS FROM OTHER INVESTMENTS permits a shareholder to order dividends
payable on shares of other companies to be paid to and invested in additional
shares of the Fund. (Dividend checks must meet or exceed the required minimum
purchase amount and include the shareholder's name, the name of the Fund and the
class of shares in which the investment is to be made and the shareholder's Fund
account number.)
o AUTOMATIC CD TRANSFER SERVICE permits a shareholder to instruct a bank to
invest the proceeds of a maturing bank certificate of deposit ("CD") in shares
of any designated Seligman Mutual Fund. Shareholders who wish to use this
service should contact Seligman Data Corp. or a broker to obtain the necessary
documentation. Banks may charge a penalty on CD assets withdrawn prior to
maturity. Accordingly, it will not normally be advisable to liquidate a CD
before its maturity.
o PAYMENTS AT REGULAR INTERVALS can be made to a shareholder who owns or
purchases Class A shares worth $5,000 or more held as book credits under the
Automatic Cash Withdrawal Service. Holders of Class D shares may elect to use
this service with respect to shares that have been held for at least one year
(see "Terms and Conditions" on page 24).
o DIRECTED DIVIDENDS allows a shareholder to pay dividends to another
person or to direct the payment of such dividends to another Seligman Mutual
Fund for purchase at net asset value. Dividends on Class A and Class D shares
may be directed only to shares of the same class of another Seligman Mutual
Fund.
o OVERNIGHT DELIVERY to service shareholder requests is available for a
$15.00 fee which may be debited from a shareholder's account, if requested.
o COPIES OF ACCOUNT STATEMENTS will be sent to each shareholder free of
charge for the current year and most recent prior year. Copies of year-end
statements for prior years are available for a fee of $10.00 per year, per
account, with a maximum charge of $150 per account. Statement requests should be
forwarded, along with a check payable to Seligman Data Corp.
o TAX-DEFERRED RETIREMENT PLANS. Shares of the Fund may be purchased for
all types of tax-deferred retirement plans. SFSI makes available plans, plan
forms and custody agreements for:
--Individual Retirement Accounts (IRAs);
--Simplified Employee Pension Plans (SEPs);
--Section 401(k) Plans for corporations and their employees;
--Section 403(b)(7) Plans for employees of public school systems and
certain non-profit organizations who wish to make deferred compensation
arrangements; and
--Pension and Profit Sharing Plans for sole proprietorships, corporations
and partnerships. These types of plans may be established only upon receipt of a
written application form.
Information may be requested by writing Pension Plan Services, Seligman
Data Corp., 100 Park Avenue, New York, NY 10017 or telephoning toll-free (800)
445-1777 from all continental United States, or from an authorized dealer.
22
<PAGE>
ADVERTISING THE FUND'S PERFORMANCE
From time to time the Fund shall advertise its "total return" and "average
annual total return", each of which are calculated separately for Class A and
Class D shares. THESE FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT
INTENDED TO INDICATE FUTURE PERFORMANCE. The "total return" shows what an
investment in shares of Class A and Class D of the Fund would have earned over a
specified period of time (for example, one, five and ten year periods or since
inception) assuming the payment of the maximum initial sales load, if any (or
CDSL upon redemption, if applicable), when the investment was made and that all
distributions and dividends paid by the Fund were reinvested on the reinvestment
dates during the period. The "average annual total return" is the annual rate
required for initial payment to grow to the amount which would be received at
the end of the specified period (one, five and ten year periods or since
inception), i.e., the average annual compound rate of return. Total return and
average annual total return may also be presented without the effect of an
maximum initial sales load or CDSL, as applicable. The waiver by the Manager and
Subadviser of their fees and reimbursement of certain expenses during certain
periods would positively affect the performance results quoted.
From time to time, reference may be made in advertising or promotional
material to performance information, including mutual fund rankings, prepared by
Lipper Analytical Service, Inc. ("Lipper"), an independent reporting service
that monitors the performance of mutual funds. In calculating the total return
of the Fund's Class A and Class D shares, the Lipper analysis assumes investment
of all dividends and distributions paid but does not take into account
applicable sales loads. The Fund may also refer in advertisements or in other
promotional material to articles, comments, listings and columns in the
financial press pertaining to the Fund's performance. Examples of such financial
press publications include BARRON'S, BUSINESS WEEK, CDA/WEISENBERGER MUTUAL FUND
INVESTMENT REPORT, CHRISTIAN SCIENCE MONITOR, FINANCIAL PLANNING, FINANCIAL
TIMES, FINANCIAL WORLD, FORBES, FORTUNE, INDIVIDUAL INVESTOR, INVESTMENT
ADVISOR, INVESTORS BUSINESS DAILY, KIPLINGER'S, LOS ANGELES TIMES, MONEY
MAGAZINE, MORNINGSTAR, INC., PENSIONS AND INVESTMENTS, THE NEW YORK TIMES, USA
TODAY, U.S. NEWS AND WORLD REPORT, THE WALL STREET JOURNAL, WASHINGTON POST,
WORTH MAGAZINE and YOUR MONEY.
ORGANIZATION AND CAPITALIZATION
The Fund is a series of Seligman Henderson Global Fund Series, Inc., an
open-end investment company incorporated under the laws of the state of Maryland
on November 22, 1991. The Directors of the Corporation are authorized to issue,
create and classify shares of capital stock in separate series without further
action by shareholders. To date, shares of four series have been authorized,
which shares constitute interests in the Fund, in Seligman Henderson Global
Smaller Companies Fund, in Seligman Henderson Global Technology Fund, or in
Seligman Henderson International Fund. Shares of capital stock of each series
have a par value $.001 and are divided into two classes. Each share of the
Fund's Class A and Class D common stock is equal as to earnings, assets and
voting privileges, except that each class bears its own separate distribution
and certain extraordinary class expenses and has exclusive voting rights with
respect to any matter to which a separate vote of any class is required by the
1940 Act or Maryland law. The 1940 Act requires that where more than one class
exists, each class must be preferred over all other classes in respect of assets
specifically allocated to such class. In accordance with the Articles of
Incorporation, the Board of Directors may authorize the creation of additional
classes of common stock with such characteristics as are permitted by Rule 18f-3
under the 1940 Act. All shares have non-cumulative voting rights for the
election of directors. Each outstanding share is fully paid and non assessable,
and each is freely transferable. There are no liquidation, conversion or
preemptive rights. The Corporation acts as its own transfer agent.
23
<PAGE>
TERMS AND CONDITIONS
GENERAL ACCOUNT INFORMATION
Investments will be made in as many shares, including fractions to the
third decimal place, as can be purchased at the net asset value plus a sales
load, if applicable, at the close of business on the day payment is received. If
a check in payment of a purchase of Fund shares is dishonored for any reason,
Seligman Data Corp. will cancel the purchase and may redeem additional shares,
if any, held in a shareholder's account in an amount sufficient to reimburse the
Fund for any loss it may have incurred and charge a $10.00 return check fee.
Stock certificates will not be issued, unless requested. Replacement stock
certificates will be subject to a surety fee.
INVEST-A-CHECK(R) SERVICE
The Invest-A-Check(R) Service is available to all shareholders. The
application is subject to acceptance by the shareholder's bank and Seligman Data
Corp. Checks in the amount specified will be invested in the shareholder's
account on the fifth day of each month unless otherwise specified (or on the
prior business day if the specific day of the month falls on a weekend or
holiday) in which an investment is scheduled and invested at the public offering
price, if applicable, at the close of business on the same date. After the
initial investment, the value of shares held in the shareholder's account must
equal not less than two regularly scheduled investments. If a check is not
honored by the shareholder's bank, or if the value of shares held falls below
the required minimum, the Service will be suspended. In the event that a check
is returned marked "unpaid," Seligman Data Corp. will cancel the purchase,
redeem shares held in the shareholder's account for an amount sufficient to
reimburse the Fund for any loss it may have incurred as a result, and charge a
$10.00 return check fee. This fee may be debited to the shareholder's account.
Service will be reinstated upon written request indicating that the cause of
interruption has been corrected. The Service may be terminated by the
shareholder or Seligman Data Corp. at any time by written notice. The
shareholder agrees to hold the Fund and its agents free from all liability which
may result from acts done in good faith and pursuant to these terms.
Instructions for establishing Invest-A-Check(R) Service are given on the Account
Application. In the event the shareholder exchanges all of the shares from one
Seligman Mutual Fund to another, the shareholder must re-apply for the
Invest-A-Check(R) Service in the Seligman Mutual Fund into which the exchange
was made. In the event of a partial exchange, the Invest-A-Check(R) Service will
be continued, subject to the above conditions, in the Seligman Mutual Fund from
which the exchange was made. If the shareholder uses the Invest-A-Check(R)
Service to make an IRA investment, the purchase will be credited as a current
year contribution. If the shareholder uses the Invest- A-Check(R) Service to
make an investment in a pension or profit sharing plan, the purchase will be
credited as a current year employer contribution.
AUTOMATIC CASH WITHDRAWAL SERVICE
The Automatic Cash Withdrawal Service is available to Class A shareholders
and to Class D shareholders with respect to Class D shares held for one year or
more. A sufficient number of full and fractional shares will be redeemed to
provide the amount required for a scheduled payment. Redemptions will be made at
the asset value at the close of business on the specific day designated by the
shareholder of each month (or on the prior business day if the day specified
falls on a weekend or holiday). The shareholder may change the amount of
scheduled payments or may suspend payments by written notice to Seligman Data
Corp. at least ten days prior to the effective date of such a change or
suspension. The Service may be terminated by the shareholder or Seligman Data
Corp. at any time by written notice. It will be terminated upon proper
notification of the death or legal incapacity of the shareholder. Continued
payments in excess of dividend income invested will reduce and ultimately
exhaust capital. Withdrawals, concurrent with purchases of shares of this or any
other investment company, will be disadvantageous because of the payment of
duplicative sales loads, if applicable. For this reason, additional purchases of
Fund shares are discouraged when the Withdrawal Service is in effect.
LETTER OF INTENT -- CLASS A SHARES ONLY
Seligman Financial Services, Inc. will hold in escrow shares equal to 5% of
the minimum purchase amount specified. Dividends and distributions on the
escrowed shares will be paid directly to the shareholder or credited to the
shareholder's account. All shares held in escrow will be deposited in the
shareholder's account in book credit form, or, if requested, delivered to the
shareholder upon completion of the Letter of Intent. The shareholder may include
the total asset value of shares of the mutual funds in the Seligman Group on
which a sales load was paid owned as of the date of a Letter of Intent toward
the completion of the Letter. If the total amount invested within the
thirteen-month period does not equal or exceed the specified minimum purchase,
the shareholder will be requested to pay the difference between the amount of
the sales load paid and the amount of the sales load applicable to the total
purchase made. If, within 20 days following the mailing of a written request,
the shareholder has not paid this additional sales load to Seligman Financial
Services, Inc., sufficient escrowed shares will be redeemed for payment of the
additional sales load. Shares remaining in escrow after this payment will be
released to the shareholder's account. The intended purchase amount may be
increased at any time during the thirteen-month period by filing a revised
Agreement for the same period, provided that the Dealer furnishes evidence that
an amount representing the reduction in sales load under the new Agreement,
which becomes applicable on purchases already made under the original Agreement,
will be refunded and that the required additional escrowed shares are being
furnished by the shareholder.
Shares of Seligman Cash Management Fund, Inc. which have been acquired by
an exchange of shares of another in the Seligman Mutual Fund on which there is a
sales load may be taken into account in completing a Letter of Intent, or for
Right of Accumulation. However, shares of this Fund which have been purchased
directly may not be used for purposes of determining reduced sales loads on
additional purchases of the other Seligman Mutual Funds.
11/95
24
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25
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26
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27
<PAGE>
SELIGMAN HENDERSON
Global GROWTH OPPORTUNITIES FUND
a series of
Seligman Henderson Global Fund Series, Inc.
- --------------------------------------------------------------------------------
A Global Capital Appreciation Fund
- --------------------------------------------------------------------------------
INVESTMENT MANAGER J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, New York 10017
SUBADVISER Seligman Henderson Co.
100 Park Avenue
New York, New York 10017
GENERAL DISTRIBUTOR Seligman Financial Services, Inc.
100 Park Avenue
New York, New York 10017
SHAREHOLDER SERVICE Seligman Data Corp.
AGENT 100 Park Avenue
New York, New York 10017
CUSTODIAN Morgan Stanley Trust Company (NY)
1 Pierrepont Plaza
Brooklyn, New York 11201
GENERAL COUNSEL Sullivan & Cromwell
125 Broad Street
New York, New York 10004
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
THE SELIGMAN GROUP OF FUNDS
ACCOUNT APPLICATION
Please make your investment check payable to the
"Seligman Group of Funds" and mail it
with this completed Application to:
Seligman Data Corp. TO OPEN A SELIGMAN IRA, SEP OR PENSION/
100 Park Avenue/2nd Floor PROFIT SHARING PLAN, A SEPARATE ADOPTION
New York, NY 10017 AGREEMENT IS REQUIRED. PLEASE CALL
(800) 221-2450 RETIREMENT PLAN SERVICES FOR MORE
INFORMATION AT (800) 445-1777.
1. ACCOUNT REGISTRATION
TYPE OF ||INDIVIDUAL ||MULTIPLE OWNERS ||GIFT/TRANSFER TO MINOR ||OTHER (Corporations, Trusts, Organizations,
ACCOUNT Use Line 1 Use Lines 1, 2 & 3 Use Line 4 Use Line 5 Partnerships, etc.)
Multiple Owners will be registered as Joint Tenants with Right of Survivorship.
The first name and Social Security or Taxpayer ID Number on line 1, 4, or 5 below will be used for IRS reporting.
NAME (Minors cannot be legal owners)
PLEASE PRINT OR TYPE
1._______________________________________________________________ ___________________________ _________
First Middle Last Social Security Number Birthdate
2._______________________________________________________________ ___________________________ _________
First Middle Last Social Security Number Birthdate
3._______________________________________________________________ ___________________________ _________
First Middle Last Social Security Number Birthdate
4.______________________________, as custodian for ____________________ under the _______________
Custodian (one only) Minor (one only) State
Uniform Gift/Transfer to Minors Act_______________________________until age____________________ _________________
Minor's Social Security Number (Not more than 21) Minor's Birthdate
5._______________________________________________________________________ _____________________
Name of Corporation or Other Entity. If a Trust, also complete below. Taxpayer ID Number
TYPE OF TRUST ACCOUNT: ||Trust ||Guardianship ||Conservatorship ||Estate ||Other _________
Trustee/Fiduciary Name__________________________________ Trust Date__________________________
Trust Name ______________________________,for the benefit of (FBO)_______________________________
2. MAILING ADDRESS
ADDRESS TELEPHONE
___________________________________________ (_______)__________________(_______)_________________
Street Address or P.O. Box Daytime Evening
___________________________________________ U.S. CITIZEN? ||Yes ||No _________________________
City State Zip If no, indicate country
3. INVESTMENT SELECTION
Please indicate the dollar amount(s) you would like to invest in the space
provided below. Minimum initial investment is $1,000 per Fund except for
accounts established concurrently with the Invest-A-Check(R) Service (see
section 6-I. of this application). IF MORE THAN ONE FUND IS SELECTED,
ACCOUNTS MUST HAVE IDENTICAL REGISTRATIONS AND CLASS OF SHARES (except for
Seligman Cash Management Fund).
PLEASE CHOOSE ONE: || Class A Shares || Class D Shares MAKE CHECK PAYABLE TO: SELIGMAN GROUP OF FUNDS
$_____________ TOTAL AMOUNT, INVESTED AS FOLLOWS:
$_____________ *Seligman Communications $_____________ Seligman Common Stock Fund
and Information Fund $_____________ Seligman Income Fund
$_____________ Seligman Henderson $_____________ Seligman High-Yield Bond Fund
Global Technology Fund $_____________ Seligman U.S. Government Securities Fund
$_____________ Seligman Frontier Fund $_____________ Seligman National Tax-Exempt Fund
$_____________ Seligman Henderson Global $_____________ Seligman Tax-Exempt Fund (choose one):
Smaller Companies Fund CA-Qlty.|| FL|| MD|| MN|| NY|| OR||
$_____________ Seligman Capital Fund CA-Hy. || GA|| MA|| MO|| NC|| PA||
$_____________ Seligman Henderson Global CO || LA|| MI|| NJ|| OH|| SC||
$_____________ Growth Opportunities Fund
$_____________ Seligman Growth Fund
$_____________ Seligman Henderson
International Fund $_____________ Seligman Cash Management Fund (Class A only)
*Closed indefinitely to new investors after June 30, 1995; please contact
your financial advisor for information on current availability.
NO REDEMPTION PROCEEDS WILL BE REMITTED TO A SHAREHOLDER WITH RESPECT TO
SHARES PURCHASED BY CHECK (UNLESS CERTIFIED) UNTIL SELIGMAN DATA CORP.
RECEIVES NOTICE THAT THE CHECK HAS CLEARED, WHICH MAY BE UP TO 15 DAYS FROM
THE CREDIT OF THE SHARES TO THE SHAREHOLDER'S ACCOUNT.
<PAGE>
4. SIGNATURE AND CERTIFICATION
Under penalties of perjury I certify that the number shown on this form is
my correct Taxpayer Identification Number (Social Security Number) and that
I am not subject to backup withholding either because I have not been
notified that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or the Internal Revenue Service has
notified me that I am no longer subject to backup withholding. I certify to
my legal capacity to purchase or redeem shares of each Fund for my own
Account, or for the Account of the organization named below. I have
received and read the current Prospectus of each Fund in which I am
investing and appoint Seligman Data Corp. as my agent to act in accordance
with my instructions herein.
A. ________________________________________________________________________
Date Signature of Investor
B. ________________________________________________________________________
Date Signature of Co-Investor, if any
5. BROKER/DEALER OR FINANCIAL ADVISOR DESIGNATION
________________________________________ _____________________________
Firm Name Representative's Nam
________________________________________ _____________________________
Branch Office Address Representative's ID Number
________________________________________ (______)_____________________
City State Zip Representative's Telephone Number
________________________________________
Branch Number
6. ACCOUNT OPTIONS AND SERVICES
________________________________________________________________________________
A. DIVIDENDS AND GAIN DISTRIBUTION OPTIONS
I choose the following options for each Fund listed: OPTION
------
1 2 3
Option 1. Dividends in shares, gain distributions in shares. || || || FUND NAME
Option 2. Dividends in cash, gain distributions in shares. || || || FUND NAME
Option 3. Dividends in cash, gain distributions in cash. || || || FUND NAME
__________________________________________________________________________________________
NOTE: IF NO ELECTION IS MADE, OPTION 1. WILL AUTOMATICALLY BE PUT INTO EFFECT.
All dividend and/or gain distributions taken in shares will be invested at net asset value.
__________________________________________________________________________________________
________________________________________________________________________________
B. DIVIDEND DIRECTION OPTION
If you wish to have your dividend payments made to another
party or Seligman Fund, please complete the following. I
hereby authorize and request that my dividend payments from
the following Fund(s)
__________________ __________________ __________________ be made payable to:
Fund Name Fund Name Fund Name
Name______________________ Seligman Fund__________________
Address___________________ (If opening a new account, a minimum of $1,000 is required.)
City______________________ Account Number_________________
State, Zip________________ (For an existing account.)
________________________________________________________________________________
C. LETTER OF INTENT SERVICE (CLASS A ONLY)
I intend to purchase, although I am not obligated to do so,
additional shares of Seligman _________________________
Fund within a 13-month period which, together with the
total asset value of shares owned, will aggregate at least:
||$50,000 ||$100,000 ||$250,000 ||$500,000 ||$1,000,000
||$4,000,000
I AGREE TO THE ESCROW PROVISION LISTED UNDER "TERMS AND CONDITIONS"
IN THE BACK OF EACH PROSPECTUS.
________________________________________________________________________________
D. RIGHT OF ACCUMULATION (CLASS A ONLY)
Please identify any additional Seligman Fund accounts
eligible for the Right of Accumulation or to be used toward
completion of a Letter of Intent, and check applicable box:
|| I am a trustee for the following accounts, which are
held by the same trust, estate, or under the terms of a
pension, profit sharing or other employee benefit trust
qualified under section 401 of the Internal Revenue Code.
|| In calculating my holdings for Right of Accumulation or
Letter of Intent purposes, I am including the following
additional accounts which are registered in my name, in my
spouse's name, or in the name(s) of my child(ren) under
the age of 21.
Name______________ Fund______________ Account#_____________
Name______________ Fund______________ Account#_____________
Name______________ Fund______________ Account#_____________
<PAGE>
________________________________________________________________________________
E. AUTOMATIC CASH WITHDRAWAL SERVICE
(CLASS A, OR CLASS D ONLY AFTER CLASS D SHARES ARE HELD FOR ONE YEAR)
Please send a check for $_________ withdrawn from Seligman
________________________ Fund, beginning on the __ day of
______ 19__, and thereafter on the __ day specified of
every:
||Month ||3rd Month ||6th Month ||12th Month
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.
________________________________________________________________________________
F. AUTOMATIC DOLLAR-COST-AVERAGING SERVICE
I authorize Seligman Data Corp. to withdraw $ _____________
(minimum: $100 monthly or $250 quarterly) from my Seligman
Cash Management Fund Class A account || Monthly or
|| Quarterly to purchase Class A shares of Seligman
________________________________ Fund, beginning on the
_____ day of __________ 19 ____. Shares in the Seligman
Cash Management Fund Class A account must have a current
value of $5,000 at the initiation of Service and all shares
must be in "book credit" form.
________________________________________________________________________________
G. EXPEDITED REDEMPTION SERVICE, FOR SELIGMAN CASH MGMT. FUND ONLY
I hereby authorize Seligman Data Corp. to honor telephone
or written instructions received from me without a
signature and believed by Seligman Data Corp. to be genuine
for redemption. Proceeds will be wired ONLY to the
commercial bank listed below for credit to my account, or
to my address of record. If Expedited Redemption Service is
elected, no certificates for shares will be issued. I also
understand and agree to the risks and procedures outlined
for all telephone transactions set forth in section 6-H. of
this Application.
Investment by ||Check ______________________________________________________________________
||Wire Name of Commercial Bank (Savings Bank May Not Be Used)
_________________________ ______________________ ______________________
Bank Account Name Bank Account No. Bank Routing No.
_______________________________________________________________________________________
Address of Bank City State Zip Code
X________________________________ X____________________________________________
Signature of Investor Date Signature of Co-Investor, if any Date
______________________________________________________________________________________________________________________
================================================================================
H. CHECK REDEMPTION SERVICE (CLASS A ONLY)
Available to shareholders who own or purchase shares having
a value of at least $25,000 invested in any of the
following: Seligman High-Yield Bond Fund, Seligman Income
Fund, Seligman U.S. Government Securities Fund, and any
Seligman Tax-Exempt Fund, or $2,000 invested in Seligman
Cash Management Fund.
IF YOU WISH TO USE THIS SERVICE, YOU MUST COMPLETE SECTION
4 AND THE SIGNATURE CARD BELOW. SHAREHOLDERS ELECTING THIS
SERVICE ARE SUBJECT TO THE CONDITIONS OF THE TERMS AND
CONDITIONS IN THE BACK OF EACH PROSPECTUS.
- --------------------------------------------------------------------------------
CHECK WRITING SIGNATURE CARD Authorized Signature(s)
___________________________________________ 1.______________________________
Name of Fund for Check Redemption Service
___________________________________________ 2.______________________________
Name of Fund for Check Redemption Service
___________________________________________ 3.______________________________
Name of Fund for Check Redemption Service
__________________________________________ 4.______________________________
Account Number (If known)
__________________________________________
Account Registration (Please Print)
|| Check here if only one signature is required on checks.
|| Check here if a combination of signatures is required and specify the number:___________________.
ACCOUNTS IN THE NAMES OF CORPORATIONS, TRUSTS, PARTNERSHIPS, ETC., MUST
INDICATE THE LEGAL TITLES OF ALL AUTHORIZED SIGNATORIES. SHAREHOLDERS
ELECTING THIS SERVICE ARE SUBJECT TO THE TERMS AND CONDITIONS LISTED IN THE
PROSPECTUS.
================================================================================
<PAGE>
I. TELEPHONE SERVICE ELECTION
AVAILABLE FOR ALL TYPES OF ACCOUNTS EXCEPT AS NOTED BELOW
Unless I check the box below, I understand that I or my
representative may place the following requests by
telephone:
o Redemptions up to $50,000 o Exchanges
o Address Changes o Dividend and/or Capital
Gain Distribution Option
changes
|| I DO NOT WANT TELEPHONE SERVICES FOR MYSELF OR MY
REPRESENTATIVE NAMED IN SECTION 5 OF THIS APPLICATION
AUTHORIZATION
I understand that the telephone services are optional and
that unless I checked the box above, I authorize the Funds,
all other Seligman Funds with the same account number and
registration which I currently own or in which I invest in
the future, and Seligman Data Corp. ("SDC"), to act upon
instructions received by telephone from me or any other
person (including the representative named in section 5 of
this application) in accordance with the provisions
regarding telephone services as set forth in the current
prospectus of each such Fund, as amended from time to time.
I understand that redemptions of uncertificated shares of
up to $50,000 will be sent only to my account address of
record, and only if such address has not changed within the
30 days preceding such request.
Any telephone instructions given in respect of this account
and any account into which exchanges are made are hereby
ratified and I agree that neither the Fund(s) nor SDC will
be liable for any loss, cost or expense for acting upon
such telephone instructions reasonably believed to be
genuine and in accordance with the procedures described in
each prospectus, as amended from time to time. Such
procedures include recording of telephone instructions,
requesting personal and/or account information to verify a
caller's identity and sending written confirmations of
transactions. As a result of this policy, I may bear the
risk of any loss due to unauthorized or fraudulent
telephone instructions; provided, however, that if the
Fund(s) or SDC fail to employ such procedures, the Fund(s)
and/or SDC may be liable.
Telephone services are not available for trusts (unless the
trustee and sole beneficiary are the same person),
corporations or group retirement plans. IRA telephone
services will include only exchanges and address changes.
J. INVEST-A-CHECK(R) SERVICE
To start your Invest-A-Check(R) Service, fill out the "Bank
Authorization to Honor Pre-Authorized Checks" below, and
forward it with an unsigned bank check from your regular
checking account (marked "void", if you wish).
ACCOUNTS MAY BE ESTABLISHED CONCURRENTLY WITH THE
INVEST-A-CHECK(R) SERVICE WITH A $100 MINIMUM IF THE
MONTHLY INVESTMENT OPTION IS CHOSEN, OR WITH A $250 MINIMUM
IF THE QUARTERLY INVESTMENT OPTION IS CHOSEN.
Please arrange with my bank to draw pre-authorized checks
and invest the following dollar amounts (minimum: $100
monthly or $250 quarterly) in the designated Seligman
Fund(s) as indicated:
_______________ $_________ ||Monthly ||Quarterly
Fund Name
________________ $_________ ||Monthly ||Quarterly
Fund Name
________________ $_________ ||Monthly ||Quarterly
Fund Name
I understand that my checks will be drawn on the fifth day
of the month, or prior business day, for the period
designated. I have completed the "Bank Authorization to
Honor Pre-Authorized Checks" below and have read and agree
to the Terms and Conditions applicable to the
Invest-A-Check(R) Service as set forth in each Prospectus
and as set forth below in the Bank Authorization.
X__________________________________________________________________
Signature of Investor (Please also sign Bank Authorization below.)
X__________________________________________________________________
Signature of Co-Investor, if any
________________________________________________________________________________________
BANK AUTHORIZATION TO HONOR PRE-AUTHORIZED CHECKS
________________________________________________________________________________________
To:_____________________________________________________________________________________
(Name of Bank)
________________________________________________________________________________________
Address of Bank or Branch (Street, City, State and Zip)
Please honor pre-authorized checks drawn on my account by Seligman Data Corp.,
100 Park Avenue, New York, N.Y. 10017, to the order of the Fund(s) designated
below:
____________________________________ $ ___________ ||Monthly ||Quarterly
Fund Name
____________________________________ $ ___________ ||Monthly ||Quarterly
Fund Name
____________________________________ $ ___________ ||Monthly ||Quarterly
Fund Name
and charge them to my regular checking account. Your authority to do so shall
continue until you receive written notice from me revoking it. You may
terminate your participation in this arrangement at any time by written notice
to me. I agree that your rights with respect to each pre-authorized check
shall be the same as if it were a check drawn and signed by me. I further
agree that should any such check be dishonored, with or without cause,
intentionally or inadvertently, you shall be under no liability whatsoever.
___________________________________ _________________________________________________
Checking Account Number Name(s) of Depositor(s) -- Please Print
X__________________________________________________
Signature(s) of Depositor(s) -- As Carried by Bank
X__________________________________________________
<PAGE>
- --------------------------------------------------------------------------------
To the Bank Designated above:
Your depositor(s) named in the above form has instructed us to establish the
Invest-A-Check(R) Service for his convenience. Under the terms of the Service,
your depositor(s) has pre-authorized checks to be drawn against his account in
a specific amount at regular intervals to the order of the designated Fund(s).
Checks presented to you will be magnetic-ink coded and will otherwise conform
to specifications of the American Bankers Association.
A letter of indemnification addressed to you and signed by Seligman Financial
Services, Inc., general distributor of the Seligman Mutual Funds, appears
below.
If there is anything we can do to help you in giving your depositor(s) this
additional Service which he has requested, please let us know.
SELIGMAN DATA CORP.
INDEMNIFICATION AGREEMENT
To the Bank designated above:
SELIGMAN FINANCIAL SERVICES, INC., distributor of the shares of the Seligman
Mutual Funds, hereby agrees:
(1) To indemnify and hold you harmless against any loss, damage, claim or
suit, and any costs or expenses reasonably incurred in connection therewith,
either (a) arising as a consequence of your actions in connection with the
execution and issuance of any check or draft, whether or not genuine,
purporting to be executed by Seligman Data Corp. and received by you in the
regular course of business for the purpose of payment, or (b) resulting from
the dishonor of any such check or draft, with or without cause and
intentionally or inadvertently, even though such dishonor results in
suspension or termination of the Invest-A-Check(R) Service pursuant to which
such checks or drafts are drawn.
(2) To refund to you any amount erroneously paid by you on any such check or
draft, provided claim for any such payment is made within 12 months after the
date of payment.
SELIGMAN FINANCIAL SERVICES, INC.
/S/Stephen J. Hodgdon
President
________________________________________________________________________________
<PAGE>
MANAGED BY
[J&W SELIGMAN LOGO]
J. & W. SELIGMAN & CO.
INCORPORATED
Investment Managers and Advisors
ESTABLISHED 1864
</TABLE>
<PAGE>
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND
A Series Of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
STATEMENT OF ADDITIONAL INFORMATION
November 1, 1995
100 Park Avenue
New York, New York 10017
New York City Telephone (212) 850-1864
Toll Free Telephone: (800) 221-2450 - all continental United States
For Retirement Plan Information - Toll-Free Telephone: (800) 445-1777
This Statement of Additional Information expands upon and supplements
the information contained in the current Prospectus of Seligman Henderson Global
Growth Opportunities Fund (the "Fund"), a series of Seligman Henderson Global
Fund Series, Inc. (the "Corporation"), dated November 1, 1995. It should be read
in conjunction with the Prospectus, which may be obtained by writing or calling
the Fund at the above address or telephone numbers. This Statement of Additional
Information, although not in itself a Prospectus, is incorporated by reference
into the Prospectus in its entirety.
The Fund offers two classes of shares. Class A shares may be purchased
at net asset value plus a sales load of up to 4.75%. Class D shares may be
purchased at net asset value and are subject to a contingent deferred sales load
("CDSL") of 1% if redeemed within one year.
Each Class A and Class D share represents an identical legal interest
in the investment portfolio of the Fund and has the same rights except for
certain extraordinary class expenses and except that Class D shares bear a
higher distribution fee that generally will cause the Class D shares to have a
higher expense ratio and pay lower dividends than Class A shares. Each Class has
exclusive voting rights with respect to its distribution plan. Although holders
of Class A and Class D shares have identical legal rights, the different
expenses borne by each Class will result in different net asset values and
dividends. The two classes also have different exchange privileges.
TABLE OF CONTENTS
Page
Investment Objective, Policies and Risks.... 2
Investment Limitations...................... 4
Directors And Officers...................... 5
Management And Expenses..................... 9
Administration, Shareholder Services
And Distribution Plan..................... 11
Portfolio Transactions...................... 11
Purchase And Redemption Of
Fund Shares............................... 11
Distribution Services....................... 14
Valuation................................... 14
Taxes....................................... 14
Performance Information..................... 16
General Information......................... 17
Financial Statements........................ 17
Appendix A.................................. 19
Appendix B.................................. 21
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RISKS
The Fund seeks capital appreciation by investing primarily in equity
securities of companies that have the potential to benefit from global economic
or social trends that the Subadviser believes are reshaping the world as it
moves towards to new millennium. There can be no assurance that the Fund will
achieve its investment objective. The following information regarding the Fund's
investment policies supplements the information contained in the Prospectus.
Purchasing Put Options on Securities. The Fund may purchase put options to
protect its portfolio holdings in an underlying security against a decline in
market value. This hedge protection is provided during the life of the put
option since the Fund, as holder of the put option, can sell the underlying
security at the put exercise price regardless of any decline in the underlying
security's market price. In order for a put option to be profitable, the market
price of the underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs. By using put options in this
manner, the Fund will reduce any profit it might otherwise have realized in the
underlying security by the premium paid for the put option and by transaction
costs.
Because a purchased put option gives the purchaser a right and not an
obligation, the purchaser is not required to exercise the option. If the
underlying position incurs a gain, the Fund would let the put option expire
resulting in a reduced profit on the underlying security equal to the cost of
the put option. The cost of the put option is limited to the premium plus
commission paid. The Fund's maximum financial exposure will be limited to these
costs.
The Fund may purchase options listed on public exchanges as well as
over-the-counter. Options listed on an exchange are generally considered very
liquid. OTC options are considered less liquid, and therefore, will only be
considered where there is not a comparable listed option. Because options will
be used solely for hedging and due to their relatively low cost and short
duration, liquidity is not a significant concern.
The Fund's ability to engage in option transactions may be limited by
tax considerations.
Foreign Currency Transactions. A forward foreign currency exchange contract is
an agreement to purchase or sell a specific currency at a future date and at a
price set at the time the contract is entered into. The Fund will generally
enter into forward foreign currency exchange contracts to fix the US dollar
value of a security it has agreed to buy or sell for the period between the date
the trade was entered into and the date the security is delivered and paid for,
or, to hedge the US dollar value of securities it owns.
The Fund may enter into a forward contract to sell or buy the amount of
a foreign currency it believes may experience a substantial movement against the
US dollar. In this case the contract would approximate the value of some or all
of the Fund's portfolio securities denominated in such foreign currency. Under
normal circumstances, the Subadviser will limit forward currency contracts to
not greater than 75% of the Fund's portfolio position in any one country or of
the date the contract is entered into. This limitation will be measured at the
point the hedging transaction is entered into by the Fund. The Executive
Committee of the Fund will approve the entering into of forward currency
contracts in excess of 75% of the Fund's portfolio position in any one country
as of the date of the contract is entered into. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movement in the value of those
securities between the date the forward contract is entered into and the date it
matures. The projection of short-term currency market movement is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Under certain circumstances, the Fund may commit a substantial
portion or the entire value of its assets to the consummation of these
contracts. The Subadviser will consider the effect a substantial commitment of
its assets to forward contracts would have on the investment program of the Fund
and its ability to purchase additional securities.
Except as set forth above and immediately below, the Fund will also not
enter into such forward contracts or maintain a net exposure to such contracts
where the consummation of the contracts would oblige the Fund to deliver an
amount of foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency. The Fund in order to
avoid excess transactions and transaction costs, may nonetheless maintain a net
exposure to forward contracts in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency provided the excess
amount is "covered" by cash or liquid, high-grade debt securities, denominated
in any currency, at least equal at all times to the amount of such excess. Under
normal circumstances, consideration of the prospect for currency parities will
be incorporated into the longer-term investment decisions made with regard to
overall diversification strategies. However, the Subadviser believes that it is
important to have the flexibility to enter into such forward contracts when it
determines that the best interests of the Fund will be served.
2
<PAGE>
At the maturity of a forward contract, the Fund may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract obligating it to purchase, on
the same maturity date, the same amount of the foreign currency.
As indicated above, it is impossible to forecast with absolute
precision the market value of portfolio securities at the expiration of the
forward contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of foreign
currency the Fund is obligated to deliver and if a decision is made to sell the
security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of the portfolio security if its market value exceeds the amount of
foreign currency the Fund is obligated to deliver. However, the Fund may use
liquid, high-grade debt securities, denominated in any currency, to cover the
amount by which the value of a forward contract exceeds the value of the
securities to which it relates.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, the Fund
will suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.
The Fund's dealing in forward foreign currency exchange contracts will
be limited to the transactions described above. Of course, the Fund is not
required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate by
the Subadviser. It also should be realized that this method of hedging against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date. Additionally, although such contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency, at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.
Investors should be aware of the costs of currency conversion. Although
foreign exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (the "spread") between the prices at which they
are buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to the Fund at one rate, while offering a lesser rate of
exchange should the Fund desire to resell that currency to the dealer.
Other Investment Policies
Borrowing. The Fund may from time to time borrow money for temporary,
extraordinary or emergency purposes in an amount up to 5% of its total assets
from banks at prevailing interest rates and invest the funds in additional
securities. The Fund's borrowings are limited so that immediately after such
borrowing the value of the Fund's assets (including borrowings) less its
liabilities (not including borrowings) is at least three times the amount of the
borrowings. Should the Fund, for any reason, have borrowings that do not meet
the above test then within three business days, the Fund must reduce such
borrowings so as to meet the foregoing test. Under these circumstances, the Fund
may have to liquidate portfolio securities at a time when it is disadvantageous
to do so. Gains made with additional funds borrowed will generally cause the net
asset value of the Fund's shares to rise faster than could be the case without
borrowings. Conversely, if investment results fail to cover the cost of
borrowings, the net asset value of the Fund could decrease faster than if there
had been no borrowings.
3
<PAGE>
Lending of Portfolio Securities. The Fund may lend portfolio securities to
certain institutional borrowers of securities and may invest the cash collateral
and obtain additional income or receive an agreed upon amount of interest from
the borrower. Loans made by the Fund will generally be short-term. Loans are
subject to termination at the option of the Fund or the borrower. The Fund may
pay reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker. The Fund does not have the right
to vote securities on loan, but would terminate the loan and regain the right to
vote if that were considered important with respect to the investment.
Except as otherwise specifically noted above, the Fund's investment
policies are not fundamental and the Board of Directors of the Fund may change
such policies without the vote of a majority of the Fund's outstanding voting
securities (as defined below).
Portfolio Turnover. The Fund may generally change its portfolio investments at
any time in accordance with the Subadviser's appraisal of factors affecting any
particular issuer or the market or economy in general. The Fund anticipates that
its annual rate of portfolio turnover will not exceed 100%.
INVESTMENT LIMITATIONS
Under the Fund's fundamental policies, which cannot be changed except
by vote of a majority of the Fund's outstanding voting securities, the Fund may
not:
1. As to 75% of the value of its total assets, invest more than 5% of its
total assets, at market value, in the securities of any one issuer (except
securities issued or guaranteed by the US Government, its agencies or
instrumentalities).
2. Invest more than 25% of its total assets, at market value, in the
securities of issuers principally engaged in the same industry (except
securities issued or guaranteed by the US Government, its agencies or
instrumentalities).
3. Own more than 10% of the outstanding voting securities of any issuer, or
more than 10% of any class of securities of one issuer.
4. Invest more than 5% of the value of its total assets, at market value, in
the securities of issuers which, with their predecessors, have been in
business less than three years; provided, however, that securities
guaranteed by a company that (including predecessors) has been in
operation at least three continuous years shall be excluded from this
limitation.
5. Purchase securities of open-end or closed-end investment companies, except
as permitted by the Investment Company Act of 1940, as amended (the "1940
Act") and other applicable law.
6. Invest in warrants if, at the time of acquisition, the investment in
warrants, valued at the lower of cost or market value, would exceed 5% of
the Fund's net assets. For purposes of this restriction, warrants acquired
by the Fund in units or attached to securities may be deemed to have been
purchased without cost.
7. Make loans of money or securities other than (a) through the purchase of
securities in accordance with the Fund's investment objective, (b) through
repurchase agreements and (c) by lending portfolio securities in an amount
not to exceed 33 1/3% of the Fund's total assets.
8. Issue senior securities or borrow money except from banks and then in
amounts not in excess of 5% of its total assets, as described in the
Prospectus and on page 3 herein.
9. Buy any securities or other property on margin (except for such short-term
credits as are necessary for the clearance of transactions).
10. Invest in companies for the purpose of exercising control or management.
4
<PAGE>
11. Underwrite securities of other issuers except to the extent that the Fund
may be deemed an underwriter when purchasing or selling portfolio
securities.
12. Purchase or retain securities of any issuer (other than the shares of the
Fund) if those officers and directors of the Fund and the officers and
directors of the Manager or Subadviser, who individually own beneficially
more than 1/2 of 1% of the outstanding securities of such issuer, together
own beneficially more than 5% of such outstanding securities.
13. Purchase or sell real estate (although it may purchase securities secured
by real estate interests or interests therein, or issued by companies or
investment trusts that invest in real estate or interests therein).
14. Make short sales except short sales against-the-box.
Although not a fundamental policy subject to shareholder vote, as long
as the Fund's shares are registered in certain states, it shall not (i) invest
in interests in oil, gas or other mineral exploration or development programs or
in mineral leases, (ii) invest more than 2% of its assets in warrants not listed
on the New York or American Stock Exchange, (iii) invest in real estate limited
partnerships or (iv) invest in commodities or commodity futures contracts and
options.
Under the 1940 Act, a "vote of a majority of the outstanding voting
securities" of the Fund means the affirmative vote of the lesser of (l) more
than 50% of the outstanding shares of the Fund or (2) 67% or more of the shares
present at a shareholders' meeting if more than 50% of the outstanding shares
are represented at the meeting in person or by proxy.
DIRECTORS AND OFFICERS
Directors and officers of the Corporation, together with information as
to their principal business occupations during the past five years are shown
below. Each Director who is an "interested person" of the Fund, as defined in
the 1940 Act, is indicated by an asterisk. Unless otherwise indicated, their
addresses are 100 Park Avenue, New York, NY 10017.
WILLIAM C. MORRIS* Director, Chairman of the Board, Chief
(57) Executive Officer and Chairman of the Executive
Committee
Managing Director, Chairman and President, J. &
W. Seligman & Co. Incorporated, investment
managers and advisors; and Seligman Advisors,
Inc., advisors; Chairman and Chief Executive
Officer, the Seligman Group of Investment
Companies; Chairman, Seligman Financial
Services, Inc., distributor; Seligman Holdings,
Inc., holding company; Seligman Services, Inc.,
broker/dealer; and Carbo Ceramics Inc., ceramic
proppants for oil and gas industry; Director or
Trustee, Seligman Data Corp. (formerly Union
Data Service Center, Inc.), shareholder service
agent; Daniel Industries, Inc., manufacturer of
oil and gas metering equipment; Kerr-McGee
Corporation, diversified energy company; and
Sarah Lawrence College; and a Member of the
Board of Governors of the Investment Company
Institute; formerly, Chairman, Seligman
Securities, Inc., broker/dealer; and J. & W.
Seligman Trust Company, trust company.
BRIAN T. ZINO* Director, President and Member of the Executive
(43) Committee
Managing Director (formerly, Chief
Administrative and Financial Officer), J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Director or Trustee and
President, the Seligman Group of Investment
Companies; Chairman, Seligman Data Corp.,
shareholder service agent; Director, Seligman
Financial Services, Inc., distributor; Seligman
Services, Inc., broker/dealer; Senior Vice
President, Seligman Henderson Co., advisors;
formerly, Director and Secretary, Chuo Trust -
JWS Advisors, Inc., advisors; and Director,
Seligman Securities, Inc., broker/dealer; and
J. & W. Seligman Trust Company, trust company.
5
<PAGE>
FREDE.BROWN* Director
(82)
Director and Consultant, J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Director or Trustee, Tri-Continental
Corporation, closed-end investment company; and
the open-end investment companies in the
Seligman Group of Investment Companies;
Director, Seligman Financial Services, Inc.,
distributor; Seligman Quality Municipal Fund,
Inc. and Seligman Select Municipal Fund, Inc.,
closed-end investment companies; Seligman
Services Inc., broker/dealer; Trustee, Trudeau
Institute, nonprofit bio-medical research
organization; Lake Placid Center for the Arts,
cultural organization; Lake Placid Education
Foundation, education foundation; formerly,
Director, J. & W. Seligman Trust Company, trust
company; and Seligman Securities, Inc.,
broker/dealer.
JOHN R. GALVIN Director
(66)
Dean of the Fletcher School of Law and
Diplomacy at Tufts University; Director or
Trustee, the Seligman Group of Investment
Companies; Chairman of the American Council on
Germany; a Governor of the Center for Creative
Leadership; Director of USLIFE and the
Institute for Defense Analysis; and Consultant
of Thomson CSF (electronics). Formerly,
Ambassador U.S. State Department, Distinguished
Policy Analyst at Ohio State University and
Olin Distinguished Professor of National
Security Studies at the United Stated Military
Academy. From June 1987 to June 1992, he was
the Supreme Allied Commander, Europe and the
Commander-in-Chief, United Stated European
Command. Tufts University, Packard Avenue,
Medford, MA 02155
ALICE S. ILCHMAN Director
(60)
President, Sarah Lawrence College; Director or
Trustee, the Seligman Group of Investment
Companies; Chairman, The Rockefeller
Foundation, charitable foundation; Director or
Trustee, NYNEX telephone company; and the
Committee for Economic Development; formerly,
Trustee, The Markle Foundation, philanthropic
organization; and Director, International
Research and Exchange Board,
intellectual exchanges.
Sarah Lawrence College, Bronxville, New York
10708
FRANK A. McPHERSON Director
(62)
Chairman of the Board and Chief Executive
Officer, Kerr-McGee Corporation; Director or
Trustee, the Seligman Group of Investment
Companies; Chairman of Oklahoma City Public
Schools Foundation; Director of Kimberly-Clark
Corporation; Baptist Medical Center; American
Petroleum Institute; Bank of Oklahoma Holding
Company; Oklahoma City Chamber of Commerce;
Oklahoma Chapter of the Nature Conservancy;
Oklahoma Medical Research Foundation; United
Way Advisory Board; and a Member of The
Business Roundtable and National Petroleum
Council.
Kerr-McGee Corporation, P.O. Box 25861,
Oklahoma City, OK 73102
6
<PAGE>
JOHN E. MEROW* Director
(65)
Partner (formerly, Chairman and Senior
Partner), Sullivan & Cromwell, law firm;
Director or Trustee, the Seligman Group of
Investment Companies; Commonwealth Aluminum
Corp; Municipal Art Society of New York; the
U.S. Council for International Business and the
U.S.-New Zealand Council; Chairman, American
Australian Association; Member of the Board of
Governors of Foreign Policy Association and New
York Hospital.
125 Broad Street, New York, NY 10004
BETSY S. MICHEL Director
(53)
Attorney; Director or Trustee, the Seligman
Group of Investment Companies; National
Association of Independent Schools (Washington,
D.C.), education; Chairman of the Board of
Trustees of St. George's School (Newport, RI).
St. Bernard's Road, P.O. Box 449, Gladstone, NJ
07934
JAMES C. PITNEY Director
(69)
Partner, Pitney, Hardin, Kipp & Szuch, law
firm; Director or Trustee, the Seligman Group
of Investment Companies; Public Service
Enterprise Group, public utility.
Park Avenue at Morris County, P.O. Box 1945,
Morristown, NJ 07962-1945
JAMES Q. RIORDAN Director
(68)
Director, Various Corporations; Director or
Trustee, the Seligman Group of Investment
Companies; The Brooklyn Museum; The Brooklyn
Union Gas Company; The Committee for Economic
Development; Dow Jones & Co., Inc.; Public
Broadcasting Service; formerly, Co-Chairman of
the Policy Council of the Tax Foundation;
Director and Vice Chairman, Mobil Corporation;
Director, Tesoro Petroleum Companies, Inc.; and
Director and President, Bekaert Corporation.
675 Third Avenue, Suite 3004, New York, NY
10017
RONALD T. SCHROEDER* Director, Member of the Executive Committee
(47)
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 Chief Investment Officer,
Tri-Continental Corporation, closed-end
investment company and the open-end investment
companies in the Seligman Group of Investment
Companies; Director and President, Seligman
Holdings, Inc., holding company; Director,
Seligman Financial Services, Inc., distributor;
Seligman Data Corp., shareholder service agent;
Seligman Quality Municipal Fund, Inc. and
Seligman Select Municipal Fund, Inc.,
closed-end investment companies; Seligman
Henderson Co., advisors; and Seligman Services,
Inc., broker/dealer; formerly, Director, J. &
W. Seligman Trust Company, trust company;
Seligman Securities, Inc., broker/dealer; and
President of the Seligman Group of Investment
Companies.
ROBERT L. SHAFER Director
(63)
Vice President, Pfizer Inc., pharmaceuticals;
Director or Trustee, the Seligman Group of
Investment Companies; and USLIFE Corporation,
life insurance.
235 East 42nd Street, New York, NY 10017
7
<PAGE>
JAMES N. WHITSON Director
(60)
Executive Vice President, Chief Operating
Officer and Director, Sammons Enterprises,
Inc.; Director or Trustee, Red Man Pipe and
Supply Company, piping and other materials; the
Seligman Group of Investment Companies;
Director, C-SPAN. 300 Crescent Court, Suite
700, Dallas, TX 75201
BRIAN ASHFORD-RUSSELL Vice President
(35)
Portfolio Manager, Henderson Administration
Group plc; formerly, Portfolio Manager, Touche
Remnant & Co.
PAUL H. WICK Vice President
(33)
Managing Director (formerly, Vice President,
Investment Officer), J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Vice President and/or Portfolio Manager, four
other open-end investment companies with the
Seligman Group of Investment Companies; Senior
Vice President and Portfolio Manager, Chuo
Trust-JWS Advisors, Inc., advisors; Portfolio
Manager, Seligman Henderson Co., advisors.
LORIS MUZZATTI Vice President
(38)
Managing Director (formerly, Vice President)
and Portfolio Manager), J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Vice President and/or Portfolio Manager, three
other open-end investment companies in the
Seligman Group of Investment Companies.
NITIN MEHTA Vice President
(34)
Portfolio Manager, Henderson Administration
Group plc; formerly, Head of Currency
Management and Derivatives at Quorum Capital
Management; consultant, International Finance
Corporation and Head of Equity Investment at
Shearson Lehman Global Asset Management.
LAWRENCE P. VOGEL Vice President
(38)
Senior Vice President, Finance, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Seligman Financial
Services, Inc., distributor; and Seligman
Advisors, Inc., advisors; Vice President
(formerly, Treasurer), the Seligman Group of
Investment Companies; Senior Vice President,
Finance (formerly, Treasurer), Seligman Data
Corp., shareholder service agent; Treasurer,
Seligman Holdings, Inc., holding company; and
Seligman Henderson Co., advisors; formerly,
Senior Vice President, Seligman Securities,
Inc., broker/dealer; Vice President, Finance,
J. & W. Seligman Trust Company; and Senior
Audit Manager, Price Waterhouse, independent
accountants.
FRANK J. NASTA Secretary
(31)
Secretary, the Seligman Group of Investment
Companies; and Seligman Data Corp., Vice
President, Law and Regulation and Assistant
General Counsel, J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
formerly, attorney, Seward & Kissel.
8
<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 acts on behalf of the Board
between meetings to determine the value of securities and assets owned by the
Fund for which no market valuation is available and to elect or appoint officers
of the Corporation to serve until the next meeting of the Board.
Compensation Table
<TABLE>
<CAPTION>
Aggregate Pension or Total Compensation
Compensation Retirement Benefits from Registrant and
Name of Person, from Registrant Accrued as part of Fund Complex Paid
Postion with Registrant (1) Fund Expenses to Directors (2)
- ----------------------- ------------- ----------------- --------------------
<S> <C> <C>
William C. Morris, Director N/A N/A N/A
Ronald T. Schroeder, Director N/A N/A N/A
Fred E. Brown, Director N/A N/A N/A
Alice S. Ilchman, Director $2,288.75 N/A $67,000.00
John E. Merow, Director $2,288.75(d) N/A $66,000.00(d)
Betsy S. Michel, Director $2,288.75 N/A $66,000.00
James C. Pitney, Director $2,284.75 N/A $67,000.00
James Q. Riordan, Director $2,288.75 N/A $66,000.00
Robert L. Shafer, Director $2,288.75 N/A $66,000.00
James N. Whitson, Director $2,288.75(d) N/A $66,000.00(d)
Brian T. Zino, Director N/A N/A N/A
</TABLE>
(1) Based on remuneration received by Directors for the Corporation's other
three series for the fiscal year ended October 31, 1994.
(2) As defined in the Fund's Prospectus, the Seligman Group of Investment
Companies consists of seventeen investment companies.
(d) Deferred. The total amounts of deferred compensation (including interest)
payable to Messrs. Merow, Pitney and Whitson as of October 31, 1994 were
$5,593, $1,517 and $3,405, respectively. Mr. Pitney no longer defers
current compensation.
The Corporation has a compensation arrangement under which outside
directors may elect to defer receiving their fees. Under this arrangement,
interest will be accrued on the deferred balances. The annual cost of such
interest will be included in the directors' fees and expenses, and the
accumulated balance thereof will be included in other liabilities in the Fund's
financial statements. Directors and officers of the Corporation are also
directors and officers of some or all of the other investment companies in the
Seligman Group. No Directors or officers of the Corporation as a group owned
directly or indirectly shares of the Fund's Class A or Class D capital stock as
of October 15, 1995.
MANAGEMENT AND EXPENSES
As indicated in the Prospectus, under the Management Agreement dated
March 19, 1992, subject to the control of the Board of Directors, J. & W.
Seligman & Co. Incorporated (the "Manager") administers the business and other
affairs of the Fund. The Manager provides the Fund with such office space,
administrative and other services and executive and other personnel as are
necessary for Fund operations. The Manager pays all of the compensation of
Directors of the Corporation who are employees, consultants and/or directors of
the Manager and of the officers and employees of the Corporation. The Manager
also provides senior management for Seligman Data Corp., the Fund's shareholder
service agent. The Fund pays the Manager a management fee for its services,
calculated daily and payable monthly, equal to 1.00% per annum of the daily net
assets of the Fund of which .90% is paid to Seligman Henderson Co. (the
"Subadviser").
9
<PAGE>
The Fund pays all its expenses other than those assumed by the Manager
and the Subadviser, including brokerage commissions; administration, shareholder
services and distribution fees; fees and expenses of independent attorneys and
auditors; taxes and governmental fees, including fees and expenses of qualifying
the Fund and its shares under Federal and State securities laws; cost of stock
certificates and expenses of repurchase or redemption of shares; expenses of
printing and distributing reports, notices and proxy materials to shareholders;
expenses of printing and filing reports and other documents with governmental
agencies; expenses of shareholders' meetings; expenses of corporate data
processing and related services; shareholder recordkeeping and shareholder
account services fees and disbursements of custodians; expenses of disbursing
dividends and distributions; fees and expenses of Directors of the Fund not
employed by (or serving as Director of) the Manager or its affiliates; insurance
premiums; and extraordinary expenses such as litigation expenses. The Fund will
be subject to certain state expense limitations, the most stringent of which
currently requires reimbursement of total expenses (including the management
fee, but excluding interest, taxes, brokerage commissions, distribution fees and
extraordinary expenses) in any year that they exceed 2 1/2% of the first $30
million of average net assets, 2% of the next $70 million of average net assets
and 1 1/2% thereafter.
The Management Agreement provides that the Manager will not be liable
to the Fund for any error of judgment or mistake of law, or for any loss arising
out of any investment, or for any act or omission in performing its duties under
the Agreement, except for willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties under the Agreement.
The Management Agreement was initially approved by the Board of
Directors at a meeting held on March 19, 1992 and by the shareholders of the
Corporation at their first meeting held on May 20, 1993. The Board of Directors
approved the Management Agreement with respect to the Fund on September 21,
1995. The Management Agreement will continue in effect until December 31 of each
year if (1) such continuance is approved in the manner required by the 1940 Act
(i.e., by a vote of a majority of the Board of Directors or of the outstanding
voting securities of the Fund and by a vote of a majority of the Directors who
are not parties to the Management Agreement or interested persons of any such
party) and (2) if the Manager has not notified the Fund at least 60 days prior
to December 31 of any year that it does not desire such continuance. The
Management Agreement may be terminated by the Fund, without penalty, on 60 days'
written notice to the Manager and will terminate automatically in the event of
its assignment. The Fund has agreed to change its name upon termination of the
Management Agreement if continued use of the name would cause confusion in the
context of the Manager's business.
The Manager is a successor firm to an investment banking business
founded in 1864 which has thereafter provided investment services to
individuals, families, institutions and corporations. See Appendix B for further
history of the Manager.
Under the Subadvisory Agreement dated March 19, 1992, the Subadviser
supervises and directs the investment of the assets of the Fund, including
making purchases and sales of portfolio securities consistent with the Fund's
investment objectives and policies. For these services the Subadviser is paid a
fee as described above. The Subadvisory Agreement was approved by the Board of
Directors at a meeting held on March 19, 1992 and by shareholders of the
Corporation at their first meeting held on May 20, 1993. The Board of Directors
approved the Subadvisory Agreement with respect to the Fund on September 21,
1995. The Subadvisory Agreement will continue in effect until December 31 of
each year if such continuance is approved in the manner required by the 1940 Act
(by a vote of a majority of the Board of Directors or of the outstanding voting
securities of the Fund and by a vote of a majority of the Directors who are not
parties to the Subadvisory Agreement or interested persons of any such party)
and (2) if the Subadviser shall not have notified the Manager in writing at
least 60 days prior to December 31 of any year that it does not desire such
continuance. The Subadvisory Agreement may be terminated at any time by the
Fund, on 60 days' written notice to the Subadviser. The Subadvisory Agreement
will terminate automatically in the event of its assignment or upon the
termination of the Management Agreement.
The Subadviser is a New York general partnership formed by the Manager
and Henderson International, Inc., a controlled affiliate of Henderson
Administration Group plc. Henderson Administration Group plc, headquartered in
London, is one of the largest independent money managers in Europe and currently
manages approximately $18 billion.
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ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
As indicated in the Prospectus, the Fund has adopted an Administration,
Shareholder Services and Distribution Plan for each Class (the "Plan") in
accordance with Section 12(b) of the 1940 Act and Rule 12b-1 thereunder.
The Plan was approved by the Board of Directors on September 21, 1995
including a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any agreement related to
the Plan (the "Qualified Directors") and was approved by the initial
shareholders of the Fund on October 30, 1995. The Plan will continue in effect
through December 31 of each year so long as such continuance is approved by a
majority vote of both the Directors and the Qualified Directors of the
Corporation, cast in person at a meeting called for the purpose of voting on
such approval. The Plan may not be amended to increase materially the amounts
payable to Service Organizations (as defined in the Fund's Prospectus) with
respect to a Class without the approval of a majority of the outstanding voting
securities of the Class and no material amendment to the Plan may be made except
by a majority of both the Directors and Qualified Directors.
The Plan requires that the Treasurer of the Corporation shall provide
to the Directors and the Directors shall review, at least quarterly, a written
report of the amounts expended (and purposes therefor) under the Plan. Rule
12b-1 also requires that the selection and nomination of Directors who are not
"interested persons" of the Fund be made by such disinterested Directors.
PORTFOLIO TRANSACTIONS
The Management Agreement recognizes that in the purchase and sale of
portfolio securities of the Fund, the Manager and the Subadviser will seek the
most favorable price and execution, and consistent with that policy, may give
consideration to the research, statistical and other services furnished by
brokers or dealers to the Manager and the Subadviser for their use as well as to
the general attitude toward an support of investment companies demonstrated by
such brokers or dealers. Such services include supplemental investment research,
analysis and reports concerning issuers, industries and securities deemed by the
Manager and Subadviser to be beneficial to the Fund. In addition, the Manager
and Subadviser are authorized to place orders with brokers who provide
supplemental investment and market research and statistical and economic
analysis although the use of such brokers may result in a higher brokerage
charge to the Fund than the use of such brokers selected solely on the basis of
seeking the most favorable price and execution, although such research and
analysis may be useful to the Manager and the Subadviser in connection with
their services to clients other than the Fund.
In over-the counter markets, the Fund deals with responsible primary
market makers unless a more favorable execution or price is believed to be
obtainable. The Fund may buy securities from or sell securities to dealers
acting as principal, except dealers with which its directors and/or officers are
affiliated.
When two or more of the investment companies in the Seligman Group or
other investment advisory clients of the Manager or the Subadviser desire to buy
or sell the same security at the same time, the securities purchased or sold are
allocated by the Manager and the Subadviser in a manner believed to be equitable
to each. There may be possible advantages or disadvantages of such transactions
with respect to price or the size of positions readily obtainable or saleable.
PURCHASE AND REDEMPTION OF FUND SHARES
The Fund issues two classes of shares: Class A shares may be purchased
at a price equal to the next determined net asset value per share, plus a sales
load. Class D shares may be purchased at a price equal to the next determined
net asset value without an initial sales load, but a CDSL may be charged on
redemptions within one year of purchase. See "Alternative Distribution System,"
"Purchase Of Shares," and "Redemption Of Shares" in the Prospectus.
Class A Shares - Reduced Sales Loads
Reductions Available. Shares of any Seligman mutual fund sold with a front-end
sales load in a continuous offering will be eligible for the following
reductions:
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Volume Discounts are provided if the total amount being invested in
Class A shares of the Fund alone, or in any combination of Class A shares of the
other mutual funds in the Seligman Group which are sold with a sales load,
reaches levels indicated in the sales load schedule set forth in the Prospectus.
The Right of Accumulation allows an investor to combine the amount
being invested in Class A shares of the Fund and Class A shares of Seligman
Capital Fund, Inc., Seligman Common Stock Fund. Inc., Seligman Communications
and Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund,
Inc., Seligman Henderson Global Smaller Companies Fund, Seligman Henderson
Global Technology Fund, Seligman Henderson International Fund, Seligman High
Income Fund Series, Seligman Income Fund, Inc., Seligman New Jersey Tax-Exempt
Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series, Seligman Tax-Exempt
Fund Series, Inc., or Seligman Tax-Exempt Series Trust that were sold with a
sales load with the total net asset value of shares of those Seligman mutual
funds already owned that were sold with a sales load and the total net asset
value of shares of Seligman Cash Management Fund, Inc. which were acquired
through an exchange of shares of another mutual fund in the Seligman Group on
which there was a sales load at the time of purchase, to determine reduced sales
loads in accordance with the schedule in the Prospectus. The value of the shares
owned, including the value of shares of Seligman Cash Management Fund, Inc.
acquired in an exchange of shares of another mutual fund in the Seligman Group
on which there was a sales load at the time of purchase will be taken into
account in orders placed through a dealer, however, only if Seligman Financial
Services, Inc. ("SFSI") is notified by the investor or the dealer of the amount
owned at the time the purchase is made and is furnished sufficient information
to permit confirmation.
A Letter of Intent allows an investor to purchase Class A shares over a
13-month period at reduced sales loads in accordance with the schedule in the
Prospectus, based on the total amount of Class A shares of the Fund that the
letter states the investor intends to purchase plus the total net asset value of
shares that were sold with a sales load of Seligman Capital Fund, Inc., Seligman
Common Stock Fund, Inc., Seligman Communications and Information Fund, Inc.,
Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson
Global Smaller Companies Fund, Seligman Henderson Global Technology Fund,
Seligman Henderson International Fund, Seligman High Income Fund Series,
Seligman Income Fund, Inc., Seligman New Jersey Tax-Exempt Fund, Inc., Seligman
Pennsylvania Tax-Exempt Fund Series, Seligman Tax-Exempt Fund Series, Inc., or
Seligman Tax-Exempt Series Trust already owned and the total net asset value of
shares of Seligman Cash Management Fund, Inc. which were acquired through an
exchange of shares of another mutual fund in the Seligman Group on which there
was a sales load at the time of purchase. Reduced sales loads also may apply to
purchases made within a 13-month period starting up to 90 days before the date
of execution of a letter of intent. For more information concerning the terms of
the letter of intent see "Terms and Conditions - Letter of Intent - Class A
Shares Only" in the Prospectus.
Persons Entitled To Reductions. Reductions in sales loads apply to purchases of
Class A shares by a "single person," including an individual; members of a
family unit comprising husband, wife and minor children; or a trustee or other
fiduciary purchasing for a single fiduciary account. Employee benefit plans
qualified under Section 401 of the Internal Revenue Code, organizations tax
exempt under Section 501 (c)(3) or (13), and non-qualified employee benefit
plans that satisfy uniform criteria are considered "single persons" for this
purpose. The uniform criteria are as follows:
1. Employees must authorize the employer, if requested by the Fund, to
receive in bulk and to distribute to each participant on a timely basis the Fund
Prospectus, reports and other shareholder communications.
2. Employees participating in a plan will be expected to make regular
periodic investments (at least annually). A participant who fails to make such
investments may be dropped from the plan by the employer or the Fund 12 months
and 30 days after the last regular investment in his account. In such event, the
dropped participant would lose the discount on share purchases to which the plan
might then be entitled.
3. The employer must solicit its employees for participation in such an
employee benefit plan or authorize and assist an investment dealer in making
enrollment solicitations.
Eligible Employee Benefit Plans. The table of sales loads in the Prospectus
applies to sales to "eligible employee benefit plans," except that the Fund may
sell shares at net asset value to "eligible employee benefit plans," (i) which
have at least $1 million invested in the Seligman Group of Investment Companies
or (ii) of employers who have at least 100 eligible employees to whom such plan
is made available or, regardless of the number of employees, if such plan is
established or maintained by any dealer which has a sales agreement with SFSI.
Such sales must be made in connection with a payroll deduction system of plan
funding or other systems acceptable to Seligman Data Corp. Such sales are
believed to require limited sales effort and sales-related expenses and
therefore are made at net asset value. Contributions or account information for
plan participation also should be transmitted to Seligman Data Corp. by methods
which it accepts. Additional information about "eligible employee benefit plans"
is available from investment dealers or SFSI. The term "eligible employee
benefit plan" means any plan or arrangement, whether or not tax qualified, which
provides for the purchase of Fund shares.
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Payment in Securities. In addition to cash, the Fund may accept securities in
payment for Fund shares sold at the applicable public offering price (net asset
value plus any applicable sales load), although the Fund does not presently
intend to accept securities in payment for Fund shares. Generally, the Fund will
only consider accepting securities (l) to increase its holdings in a portfolio
security, or (2) if the Manager determines that the offered securities are a
suitable investment for the Fund and in a sufficient amount for efficient
management. Although no minimum has been established, it is expected that the
Fund would not accept securities with a value of less than $100,000 per issue in
payment for shares. The Fund may reject in whole or in part offers to pay for
Fund shares with securities, may require partial payment in cash for applicable
sales loads, and may discontinue accepting securities as payment for Fund shares
at any time without notice. The Fund will not accept restricted securities in
payment for shares. The Fund will value accepted securities in the manner
provided for valuing portfolio securities of the Fund. In accordance with Texas
securities regulations, should the Fund accept securities in payment for shares,
such transactions would be limited to a bona-fide reorganization, statutory
merger, or to other acquisitions of portfolio securities (except for municipal
debt securities issued by state political subdivisions or their agencies or
instrumentalities) which meet the investment objectives and policies of the
Fund; are acquired for investment and not for resale; are liquid securities
which are not restricted as to transfer either by law or liquidity of market;
and have a value which is readily ascertainable (and not established only by
evaluation procedures) as evidenced by a listing on the American Stock Exchange,
the New York Stock Exchange or NASDAQ.
Further Types of Reductions. Class A shares may be issued without a sales load
in connection with the acquisition of cash and securities owned by other
investment companies and other personal holding companies, to financial
institution trust departments, to registered investment advisers exercising
discretionary investment authority with respect to the purchase of Fund shares,
to accounts of financial institutions or broker/dealers that charge account
management fees, pursuant to sponsored arrangements with organizations which
make recommendations to, or permit group solicitation of, its employees, members
or participants in connection with the purchase of shares of the Fund, to
separate accounts established and maintained by an insurance company which are
exempt from registration under Section 3(c)(11) of the 1940 Act, to registered
representatives and employees (and their spouses and minor children) of any
dealer that has a sales agreement with SFSI and shareholders of mutual funds
with investment objectives and policies similar to the Fund's (as stated in the
prospectus) who purchase shares with redemption proceeds of such funds and to
certain unit investment trusts as described in the Prospectus.
Class A shares may be sold at net asset value to present and retired
Directors, trustees, officers, employees (and their spouses and minor children)
of the Corporation, the other investment companies in the Seligman Group, the
Manager and other companies affiliated with the Manager. Such sales also may be
made to employee benefit plans and thrift plans for such persons and to any
investment advisory, custodial, trust or other fiduciary account managed or
advised by the Manager or any affiliate. These sales may be made for investment
purposes only, and shares may be resold only to the Fund.
Class A shares may be sold at net asset value to these persons since
such shares require less sales effort and lower sales related expenses as
compared with sales to the general public.
More About Redemptions. The procedures for redemption of Fund shares under
ordinary circumstances are set forth in the Prospectus. In unusual
circumstances, payment may be postponed, or the right of redemption postponed
for more than seven days, if the orderly liquidation of portfolio securities is
prevented by the closing of, or restricted trading on, the New York Stock
Exchange during periods of emergency, or such other periods as ordered by the
Securities and Exchange Commission. Under these circumstances, redemption
proceeds may be made in securities, subject to the review of some state
securities commissions. If payment is made in securities, a shareholder may
incur brokerage expenses in converting these securities to cash.
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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 commissions to all
dealers, as indicated in the Prospectus, up to 4.25% on purchases to which the
4.75% sales load applies. Seligman Henderson Global Fund Series, Inc., on behalf
of the Fund, and SFSI are parties to a Distributing Agreement dated January 1,
1993.
VALUATION
Net asset value per Fund share is determined as of the close of the New
York Stock Exchange ("NYSE") (usually 4:00 p.m. New York City time), on each
business day that the NYSE is open. Currently, the NYSE is closed on New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value of class D shares will
generally be lower than the net asset value of Class A shares as a result of the
larger distribution fee with respect to Class D shares. It is expected, however,
that the net asset value per share of the two classes will tend to converge
immediately after the recording of dividends, which will differ by approximately
the amount of the distribution and other class expenses accrual differential
between the classes.
The net asset value per share is determined by dividing the market
value of the Fund's securities as of the close of trading plus any cash or other
assets (including dividends and accrued interest receivable) less all
liabilities (including accrued expenses), by the number of shares outstanding.
Portfolio securities, including open short positions and options written, are
valued at the last sale price on the securities exchange or securities market on
which such securities primarily are traded. Securities traded on a foreign
exchange or over-the-counter market are valued at the last sales price on the
primary exchange or market on which they are traded. United Kingdom securities
and securities for which there are not recent sales transactions are valued
based on quotations provided by primary market make in such securities. Any
securities for which recent market quotations are not readily available are
valued at fair value as determined in accordance with procedures approved by the
Board of Directors. Short-term obligations with less than sixty days remaining
to maturity are generally valued at amortized cost. Short-term obligations with
more than sixty days remaining to maturity will be valued at current market
value until the sixtieth day prior to maturity, and will then be valued on an
amortized cost basis based on the value on such date unless the Board determines
that this amortized cost value does not represent fair market value. Expenses
and fees, including the investment management fee, are accrued daily and taken
into account for the purpose of determining the net asset value of Fund shares.
Generally, trading in foreign securities, as well as US Government
securities, money market instruments and repurchase agreements, is substantially
completed each day at various times prior to the close of the NYSE. The values
of such securities used in computing the net asset value of the shares of the
Fund are determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the value of such securities and such exchange rates may occur between
the times at which they are determined and the close of the NYSE, which will not
be reflected in the computation of net asset value. If during such periods
events occur which materially affect the value of such securities, the
securities will be valued at their fair market value as determined in accordance
with procedures approved by the Board of Directors.
For purposes of determining the net asset value per share of the Fund,
all assets and liabilities initially expressed in foreign currencies will be
converted into US dollars at the mean between the bid and offer prices of such
currencies against US dollars quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a pricing service
that takes into account the quotes provided by a number of such major banks.
TAXES
Foreign Income Taxes. Investment income received by the Fund from sources within
foreign countries may be subject to foreign income taxes withheld at the source.
The United States has entered into tax treaties with many foreign countries
which entitle the Fund to a reduced rate of such taxes or exemption from taxes
on such income. It is impossible to determine the effective rate of foreign tax
in advance since the amount of the Fund's assets to be invested within various
countries is not known.
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US Federal Income Taxes. The Fund intends for each taxable year to qualify for
tax treatment as a "regulated investment company" under the Internal Revenue
Code of 1986, as amended (the "Code"). Qualification relieves the Fund of
Federal income tax liability on that part of its net ordinary income and net
realized capital gains which it pays out to its shareholders. Such qualification
does not, of course, involve governmental supervision of management or
investment practices or policies. Investors should consult their own counsel for
a complete understanding of the requirements the Fund must meet to qualify for
such treatment. The information set forth in the Prospectus and the following
discussion relate solely to the US Federal income taxes on dividends and
distributions by the Fund and assumes that the Fund qualifies as a regulated
investment company. Investors should consult their own counsel for further
details, including their possible entitlement to foreign tax credits that might
be "passed through" to them under the rules described below, and the application
of state and local tax laws to his or her particular situation.
The Fund intends to declare and distribute dividends in the amounts and
at the times necessary to avoid the application of the 4% Federal excise tax
imposed on certain undistributed income of regulated investment companies. The
Fund will be required to pay the 4% excise tax to the extent it does not
distribute to its shareholders during any calendar year at least 98% of its
ordinary income for the calendar year plus 98% of its capital gain net income
for the twelve months ended October 31 of such year. Certain distributions of
the Fund which are paid in January of a given year but are declared in the prior
October, November or December to shareholders of record as of a specified date
during such a month will be treated as having been distributed to shareholders
and will be taxable to shareholders as if received in December.
Dividends of net ordinary income and distributions of any net realized
short-term capital gain are taxable to shareholders as ordinary income. Since
the Fund expects to derive a substantial portion of its gross income (exclusive
of capital gains) from sources other than qualifying dividends, it is expected
that only a portion of the Fund's dividends or distributions will qualify for
the dividends received deduction for corporations.
The excess of net long-term capital gains over the net short-term
capital losses realized and distributed by the Fund to its shareholders will be
taxable to the shareholders as long-term capital gains, irrespective of the
length of time a shareholder may have held Fund shares. Any dividend or
distribution received by a shareholder on shares of the Fund shortly after the
purchase of such shares will have the effect of reducing the net asset value of
such shares by the amount of such dividend or distribution. Furthermore, such
dividend or distribution, although in effect a return of capital, would be
taxable to the shareholder as described above. If a shareholder has held shares
in the Fund for six months or less and during that period has received a
distribution taxable to the shareholder as a long-term capital gain, any loss
recognized by the shareholder on the sale of those shares during that period
will be treated as a long-term capital loss to the extent of the distribution.
Dividends and distributions are taxable in the manner discussed
regardless of whether they are paid to the shareholder in cash or are reinvested
in additional shares of the Fund's common stock.
The Fund generally will be required to withhold tax at the rate of 31%
with respect to distributions of net ordinary income and net realized capital
gains payable to a noncorporate shareholder unless the shareholder certifies on
his Account Application that the social security or taxpayer identification
number provided is correct and that the shareholder has not been notified by the
Internal Revenue Service that he is subject to backup withholding.
Income received by the Fund from sources within various foreign
countries may be subject to foreign income tax. If more than 50% of the value of
the Fund's total assets at the close of its taxable year consists of the stock
or securities of foreign corporations, the Fund may elect to "pass through" to
the Fund's shareholders the amount of foreign income taxes paid by the Fund.
Pursuant to such election, shareholders would be required: (i) to include in
gross income, even though not actually received, their respective pro-rata
shares of the Fund's gross income from foreign sources; and (ii) either to
deduct their pro-rata share of foreign taxes in computing their taxable income,
or to use it as a foreign tax credit against Federal income tax (but not both).
No deduction for foreign taxes could be claimed by a shareholder who does not
itemize deductions.
Shareholders who choose to utilize a credit (rather than a deduction)
for foreign taxes will be subject to the limitation that the credit may not
exceed the shareholder's US tax (determined without regard to the availability
of the credit) attributable to his or her total foreign source taxable income.
For this purpose, the portion of dividends and distributions paid by the Fund
from its foreign source income will be treated as foreign source income. The
Fund's gains from the sale of securities will generally be treated as derived
from US sources, however, and certain foreign currency gains and losses likewise
will be treated as derived from US sources. The limitation on the foreign tax
credit is applied separately to foreign source "passive income," such as the
portion of dividends received from the Fund which qualifies as foreign source
income. In addition, the foreign tax credit is allowed to offset only 90% of the
alternative minimum tax imposed on corporations and individuals. Because of
these limitations, shareholders may be unable to claim a credit for the full
amount of their proportionate shares of the foreign income taxes paid by the
Fund.
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The Fund intends for each taxable year to meet the requirements of the
Code to "pass through" to its shareholders foreign income taxes paid, but there
can be no assurance that the Fund will be able to do so. Each shareholder will
be notified within 60 days after the close of each taxable year of the Fund
whether the foreign taxes paid by the Fund will "pass through" for that year,
and, if so, the amount of each shareholder's pro-rata share (by country) of (i)
the foreign taxes paid, and (ii) the Fund's gross income from foreign sources.
Of course, shareholders who are not liable for Federal income taxes, such as
retirement plans qualified under Section 401 of the Code, will not be affected
by any such "pass through" of foreign tax credits.
Investments in Passive Foreign Investment Companies. If the Fund purchases
shares in certain foreign investment entities, referred to as "passive foreign
investment companies," the Fund itself may be subject to US Federal income tax,
and an additional charge in the nature of interest, on a portion of any "excess
distribution" from such company or gain from the disposition of such shares,
even if the distribution or gain is paid by the Fund as a dividend to its
shareholders. If the Fund were able and elected to treat a passive foreign
investment company as a "qualified electing fund," in lieu of the treatment
described above, the Fund would be required each year to include in income, and
distribute to shareholders in accordance with the distribution requirements set
forth above, the Fund's pro rata share of the ordinary earnings and net capital
gains of the company, whether or not distributed to the Fund.
Certain Foreign Currency Transactions. Gains or losses attributable to foreign
currency contracts, or to fluctuations in exchange rates that occur between the
time the Fund accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities are treated as ordinary
income or ordinary loss. Similarly, gains or losses on disposition of debt
securities denominated in a foreign currency attributable to fluctuations in the
value of the foreign currency between the date of acquisition of the security
and the date of disposition also are treated as ordinary gain or loss. These
gains or losses increase or decrease the amount of the Fund's net investment
income available to be distributed to its shareholders as ordinary income.
Options Transactions. A special "marked-to-market" system governs the taxation
of "section 1256 contracts," which include certain listed options. The Fund may
invest in such section 1256 contracts. In general, gain or loss on section 1256
contracts will be taken into account for tax purposes when actually realized. In
addition, any section 1256 contracts held at the end of a taxable year will be
treated as sold at fair market value (that is, marked-to-market), and the
resulting gain or loss will be recognized for tax purposes. In general, gain or
loss recognized by the Fund on the actual or deemed disposition of a section
1256 contract will be treated as 60% long-term and 40% short-term capital gain
or loss, regardless of the period of time the section 1256 contract is actually
held by the Fund. The Fund can elect to exempt its section 1256 contracts which
are part of a "mixed" straddle from the application of section 1256.
PERFORMANCE INFORMATION
The Fund may from time to time advertise its total return and average
annual total return in advertisements or in information furnished to present or
prospective shareholders. Total return and average annual total return are
computed separately for Class A and Class D shares. The amounts shall be
computed by deducting the maximum sales load of 4.75% of the public offering
price or CDSL of 1% for a one-year period or less, as applicable, assuming all
of the dividends and distributions paid by the Fund over the relevant time
period were reinvested, and redemption at the end of the applicable periods. The
average annual total return will be determined by calculating the annual rate
required for the initial payment to grow to the amount which would have been
received upon redemption (i.e., the average annual compound rate of return).
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GENERAL INFORMATION
Capital Stock. The Board of Directors is authorized to classify or reclassify
and issue any unissued capital stock of the Corporation into any number of
series or classes without further action by shareholders. To date, shares of
four series have been authorized, which shares constitute interests in the Fund,
in Seligman Henderson Global Smaller Companies Fund, Seligman Henderson Global
Technology Fund and Seligman Henderson International Fund. The 1940 Act requires
that where more than one series or class exists, each series or class must be
preferred over all other series or classes in respect of assets specifically
allocated to such series or class.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of the 1940 Act or applicable state law, or
otherwise, to the holders of the outstanding voting securities of an investment
company such as the Fund shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of each
class or series affected by such matter. Rule 18f-2 further provides that a
class or series shall be deemed to be affected by a matter unless it is clear
that the interests of each class or Series in the matter are substantially
identical or that the matter does not affect any interest of such class or
series. However, the Rule exempts the selection of independent public
accountants, the approval of principal distributing contracts and the election
of directors from the separate voting requirements of the Rule.
Custodian and Recordkeeping Agent. Morgan Stanley Trust Company (NY), One
Pierrepont Plaza, Brooklyn, New York 11201, serves as custodian for the Fund.
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri
64105, maintains, under the general supervision of the Manager, certain
accounting records and determines the net asset value for the Fund.
Accountants. Deloitte & Touche LLP, independent auditors, have been selected as
auditors of the Fund. Their address is Two World Financial Center, New York, New
York 10281.
FINANCIAL STATEMENTS
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND
STATEMENT OF ASSETS AND LIABILITIES
October 25, 1995
ASSETS
Cash..................................................... $ 14.28
-------
Total Assets............................................. $ 14.28
-------
LIABILITIES 0
-------
Net assets (applicable to 2 shares of Capital Stock,
$.001 par value; 500,000,000 shares authorized)............ $ 14.28
=======
Net Asset Value per Share:
Class A ($7.14/1 Share).................................. $ 7.14
=======
Class D ($7.14/1 Share).................................. $ 7.14
=======
Note 1. Organization
Seligman Henderson Global Growth Opportunities Fund (the "Fund") is a
series of Seligman Henderson Global Fund Series, Inc. The Fund had no operations
other than the sale and issuance of 2 shares of capital stock for $14.28 to J. &
W. Seligman & Co. Incorporated (the "Manager") on October 25, 1995.
17
<PAGE>
Note 2. Agreement
Under the Management Agreement, the Fund will pay the Manager a management
fee for its services, calculated daily and payable monthly, equal to 1.00% per
annum of its average daily net assets, of which 0.90% is paid to Seligman
Henderson Co. (the "Subadviser"), a 50% owned affiliate of the Manager.
Note 3. Taxes
The Fund intends to meet the requirements of the Internal Revenue Code
of 1986, as amended, applicable to regulated investment companies and intends to
distribute substantially all of its taxable income. As such, the Fund will not
be subject to federal income or excise taxes.
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholder of
Seligman Henderson Global Growth Opportunities Fund:
We have audited the accompanying statement of assets and liabilities of
Seligman Henderson Global Growth Opportunities Fund (the "Fund") as of October
25, 1995. This financial statement is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this financial
statement 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 statement of assets and liabilities is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement of assets and liabilities presentation. We believe that our audit of
the statement of assets and liabilities provides a reasonable basis for our
opinion.
In our opinion, such statement of assets and liabilities referred to
above presents fairly, in all material respects, the financial position of
Seligman Henderson Global Growth Opportunities Fund as of October 25, 1995, in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
October 25, 1995
In addition, the Annual Reports to shareholders of the Corporation's
other three series for the fiscal year ended October 31, 1994 and the Mid-Year
Report to shareholders for the six months ended April 30, 1995 are incorporated
by reference into this Statement of Additional Information. These Reports
contain schedules of the investments of the Corporation's other three series as
well as certain other financial information as of those dates. The Reports will
be furnished without charge to investors who request copies of the Fund's
Statement of Additional Information.
18
<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 and notes which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be characteristically lacking or may be
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact may have speculative characteristics as well.
Ba: Bonds and notes which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured. Often the
protection of interest and principal payments may be very moderate, and thereby
not well safeguarded during other good and bad times over the future.
Uncertainty of position characterizes bonds and notes in this class.
B: Bonds and notes which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa: Bonds and notes which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger with respect
to principal or interest.
Ca: Bonds and notes which are rated Ca represent obligations which are
speculative in high degree. Such issues are often in default or have other
marked shortcomings.
C: Bonds and notes which are rated C are the lowest rated class of
bonds or notes, and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers (1, 2 and 3) in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; modifier 2 indicates a mid-range ranking; and modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.
Commercial Paper
Moody's Commercial Paper Ratings are opinions of the ability of issuers
to repay punctually promissory senior debt obligations not having an original
maturity in excess of one year. Issuers rated "Prime-1" or "P-1" indicate the
highest quality repayment ability of the rated issue.
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.
19
<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 re-pay principal in accordance with the terms of the bond. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposure to adverse
conditions.
C: The rating C is reserved for income bonds on which no interest is
being paid.
D: Debt issues rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
NR: Indicates that no rating has been requested, that there is
insufficient information on which to base a rating or that S&P does not rate a
particular type of bond as a matter of policy.
Commercial Paper
S&P Commercial Paper ratings are current assessments of the likelihood
of timely payment of debts having an original maturity of no more than 365 days.
A-1: The A-1 designation indicates that the degree of safety regarding
timely payment is very strong.
A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."
A-3: Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.
B: Issues rated "B" are regarded as having only a speculative capacity
for timely payment.
20
<PAGE>
C: This rating is assigned to short-term debt obligations with a
doubtful capacity of payment.
D: Debt rated "D" is in payment default.
NR: Indicates that no rating has been requested, that there is
insufficient information on which to base a rating or that S&P does not rate a
particular type of bond as a matter of policy.
The ratings assigned by S&P may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within its major rating
categories.
APPENDIX B
HISTORY OF J. & W. SELIGMAN & CO. INCORPORATED
Seligman's beginnings date back to 1837, when Joseph Seligman, the
oldest of eight brothers, arrived in the United States from Germany. He earned
his living as a pack peddler in Pennsylvania, and began sending for his
brothers. The Seligmans became successful merchants, establishing businesses in
the South and East.
Backed by nearly thirty years of business success - culminating in the
sale of government securities to help finance the Civil War - Joseph Seligman,
with his brothers, established the international banking and investment firm of
J. & W. Seligman & Co. In the years that followed, the Seligman Complex played a
major role in the geographical expansion and industrial development of the
United States.
The Seligman Complex:
...Prior to 1900
o Helps finance America's fledgling railroads through underwritings.
o Is admitted to the New York Stock Exchange in 1869. Seligman remained a
member of the NYSE until 1993, when the evolution of its business made it
unnecessary.
o Becomes a prominent underwriter of corporate securities, including New
York Mutual Gas Light Company, later part of Consolidated Edison.
o Provides financial assistant to Mary Todd Lincoln and urges the Senate to
award her a pension.
o Is appointed U.S. Navy fiscal agent by President Grant.
o Becomes a leader in raising capital for America's industrial and urban
development.
...1900-1910
o Helps Congress finance the building of the Panama Canal
...1910s
o Participates in raising billions for Great Britain, France and Italy,
helping finance World War I.
...1920s
o Participates in hundreds of successful underwritings including those for
some of the Country's largest companies: Briggs Manufactoring, Dodge
Brothers, General Motors, Minneapolis-Honeywell Regulatory Company, Maytag
Company United Artists Theater Circuit and Victor Talking Machine Company.
o Forms Tri-Continental Corporation in 1929, today the nation's largest,
diversified closed-end equity investment company, with over $2 billion in
assets and one of its oldest.
...1930s
o Assumes management of Broad Street Investing Co. Inc., its first mutual
fund, today known as Seligman Common Stock Fund.
o Establishes Investment Advisory Service.
21
<PAGE>
...1940s
o Helps shape the Investment Company Act of 1940.
o Leads in the purchase and subsequent sale to the public of Newport News
Shipbuilding and Dry Dock Company, a prototype transaction for the
investment banking industry.
o Assumes management of National Investors Corporation, today Seligman
Growth Fund.
o Establishes Whitehall Fund, Inc., today Seligman Income Fund.
...1950-1989
o Develops new open-end investment companies. Today, manages more than 40
mutual fund portfolios.
o Helps pioneer state-specific, tax-exempt municipal bond funds, today
managing a national and 18 state-specific tax-free funds.
o Establishes J. & W. Seligman Trust Company and J. & W. Seligman Valuations
Corporation.
o Establishes Seligman Portfolios, Inc., an investment vehicle offered
through variable annuity products.
...1990s
o Introduces Seligman Select Municipal Fund and Seligman Quality Municipal
Fund, two closed-end funds that invest in high quality municipal bonds.
o In 1991 establishes a joint venture with Henderson Administration Group
plc, of London, known as Seligman Henderson Co., to offer global
investment products.
o Introduces Seligman Frontier Fund, Inc. a small capitalization mutual
fund.
o Launches Seligman Henderson Global Fund Series, Inc., which today offers
four separate series: Seligman Henderson International Fund, Seligman
Henderson Global Smaller Companies Fund, Seligman Henderson Global
Technology Fund, Inc. and Seligman Henderson Global Growth Opportunities
Fund.
22
<PAGE>
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements and Schedules:
Part A None
Part B Certain required Financial Statements are included in each
of the Registrant's other Series' Annual Reports to
Shareholders, dated October 31, 1994, which are incorporated
by reference in the Statement of Additional Information and
are incorporated by reference from the Registrant's
Post-Effective Amendment No. 14 (File No. 33-44186), filed
on March 1, 1995. These Financial Statements are: Portfolios
of Investments as of October 31, 1994; Statements of Assets
and Liabilities as of October 31, 1994; Statements of
Operations for year/period ended October 31, 1994;
Statements of Changes in Net Assets for years ended October
31, 1994 and October 31, 1993 for the International Fund and
Global Smaller Companies Fund; and for the period May 23,
1994 to October 31, 1994 for the Global Technology Fund;
Notes to Financial Statements; Financial Highlights since
commencement of operations of each Series through October
31, 1994; Report of Independent Auditors.
Other required Financial Statements are included in the
Registrant's other Series' combined Mid-Year Report to
shareholders dated April 30, 1995, which are incorporated by
reference in the Statement of Additional Information and are
incorporated by reference from the Registrant's
Post-Effective Amendment No. 16 (File No. 33-44186), filed
on August 17, 1995. These Financial Statements are:
Portfolios of Investments as of April 30, 1995; Statements
of Assets and Liabilities as of April 30, 1995; Statements
of Operations for six months ended April 30, 1995 and for
the year/period ended October 31, 1994; Notes to Financial
Statements; Financial Highlights since commencement of
operations of each Series through April 30, 1995; Report of
Independent Auditors.
The Fund's Statement of Assets and Liabilities as of October
25, 1995 is included in the Fund's Statement of Additional
Information.
(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. are incorporated by
reference to Exhibit 1 of the Registrant's Post-Effective Amendment
No. 14 filed on March 1, 1995.
(1a) Articles Supplementary to Articles of Incorporation of Registrant
dated March 13, 1995, March 15, 1995 and April 19, 1995 are
incorporated by reference to Exhibit 1a of the Registrant's
Post-Effective Amendment No.
16 filed on August 17, 1995.
(1b) Articles Supplementary to Articles of Incorporation of Registrant
dated October 20, 1995.*
(1c) Articles Supplementary to Articles of Incorporation of Registrant
dated October 22, 1995.*
(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.
<PAGE>
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(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) Specimen Stock Certificate for Class A and Class D Share with respect
to Seligman Henderson Global Growth Opportunities Fund is
incorporated by reference to Form SE to be filed on October 30, 1995
(4d) Additional rights of security holders are set forth in Article FIFTH
and SEVENTH of the Registrant's Articles of Incorporation and
Articles I and IV of Registrant's By-Laws which are incorporated by
reference to Exhibit 1a and Exhibit 2, respectively, of the
Registrant's Registration Statement on Form N-1A, filed on November
26, 1991.
(5a) Amended Management Agreement between the Registrant and J. & W.
Seligman & Co. Incorporated.*
(5b) Subadvisory Agreement between the Manager and the Subadviser.*
(6) Distributing Agreement between the Registrant and Seligman Financial
Services, Inc.*
(6a) Sales Agreement between Seligman Financial Services, Inc. and
Dealers.*
(7a) Directors Deferred Compensation Plan is incorporated by reference to
Exhibit 7a of the Registrant's Pre-Effective Amendment No. 2, filed
on March 26, 1992.
(7b) Amendments to the Amended Retirement Income Plan of J. & W. Seligman
& Co. Incorporated and Trust are incorporated by reference to Exhibit
7b of the Registrant's Post-Effective Amendment No. 11, filed on May
10, 1994.
(7c) Amendments to the Amended Employee's Thrift Plan of Union Data
Service Center, Inc. and Trust are incorporated by reference to
Exhibit 7c of the Registrant's Post-Effective Amendment No. 11, filed
on May 10, 1994.
(8) Custodian Agreement between Registrant and Morgan Stanley Trust
Company is incorporated by reference to Exhibit 8 of the Registrant's
Pre-Effective Amendment No. 2, filed March 26, 1992.
(9) Recordkeeping Agreement between Registrant and Investors Fiduciary
Trust Company is incorporated by reference to Exhibit 9 of the
Registrant's Pre-Effective Amendment No. 2, filed on March 26, 1992.
(10) Opinion and Consent of Counsel.*
(11) Consent of Independent Auditors.*
(12) N/A
(13a) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson International Fund's Class A and Class D Shares
and J. & W. Seligman & Co. Incorporated is incorporated by reference
to Exhibit 13a of the Registrant's Pre-Effective Amendment No. 2,
filed on March 25, 1992 and Post-Effective Amendment No. 8, filed on
September 21, 1993.
(13b) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Smaller Companies Fund's Class A and Class
D Shares and J. & W. Seligman & Co. Incorporated is incorporated by
reference to Exhibit 13b of the Registrant's Post-Effective Amendment
No. 6, filed on April 22, 1993. PART C. OTHER INFORMATION
Item 24 Financial Statements and Exhibits.
(13c) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Technology Fund's Class A and D Shares and
J. & W. Seligman & Co. Incorporated is incorporated by reference to
Exhibit 13c of the Registrant's Post-Effective Amendment No. 11,
filed on May 10, 1994.
(13d) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Growth Opportunities Fund Class A and Class
D Shares and J. & W. Seligman & Co. Incorporated.*
(14) Copy of Amended Individual Retirement Account Trust and Related
Documents is incorporated by reference to Exhibit 14 of the
Registrant's Pre-Effective Amendment No. 2, filed on March 26, 1992.
(14a) Copy of Amended Comprehensive Retirement Plans for Money Purchase
and/or Prototype Profit Sharing Plan is incorporated by reference to
Exhibit 14a of Seligman Tax-Exempt Fund Series, Inc. Post-Effective
Amendment No. 24 (File No. 2-86008), filed on November 30, 1992.
(14b) Copy of Amended Basic Business Retirement Plans for Money Purchase
and/or Profit Sharing Plans is Incorporated by reference to Exhibit
14b of Seligman Tax-Exempt Fund Series, Inc. Post-Effective Amendment
No. 24 (File No. 2-86008), filed on November 30, 1992.
(14c) Copy of Amended 403(b)(7) Custodial Account Plan is incorporated by
reference to Exhibit 14c of Seligman New Jersey Tax-Exempt Fund, Inc.
Pre-Effective Amendment No. 1 (File No. 33-13401), filed on January
11, 1988.
(14d) Copy of Amended Simplified Employee Pension Plan (SEP) is
incorporated by reference to Exhibit 14d of the Registrant's
Post-Effective Amendment No. 3, filed on August 10, 1992.
(14e) Copy of the Seligman Family of Funds' (SARSEP) Salary Reduction and
Other Elective Simplified Employee Pension-Individual Retirement
Accounts Contribution Agreement (Under Section 408(k) of the Internal
Revenue Code) is incorporated by reference to Exhibit 14e of the
Registrant's Post-Effective Amendment No. 3, filed on August 10,
1992.
(15) Form of the Administration, Shareholder Services and Distribution
Plan for each Series and amended form of Administration, Shareholder
Services and Distribution Agreement of the Registrant.*
(16) Schedule for Computation of each Performance Quotation provided in
Registration Statement in response to Item 22.
Item 25. Persons Controlled by or Under Common Control with Registrant - None.
Item 26. Number of Holders of Securities - As of September 30, 1995, there
were 1,863 recordholders of Class A shares of the Seligman Henderson
International Fund; 6,263 holders of record of Class A shares of the
Seligman Henderson Global Smaller Companies Fund; 37,143
recordholders of Class A shares of the Seligman Henderson Global
Technology Fund; 4,525 recordholders of Class D shares of the
Seligman Henderson Global Smaller Companies Fund; 2,038 recordholders
of Class D shares of the Seligman Henderson International Fund; and
11,985 recordholders of Class D shares of the Seligman Henderson
Global Technology Fund. As of the date of this Registration
Statement, the Manager was the sole holder of each class of the
Seligman Henderson Global Growth Opportunities Fund.
Item 27. Indemnification - Incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 filed with the Securities and Exchange
Commission on February 18, 1992.
<PAGE>
PART C. OTHER INFORMATION
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. 801-15798 and SEC File No.
801-40670 both of which were filed on March 30, 1995).
Item 29. Principal Underwriters
(a) The names of each investment company (other than the Registrant) for
which each principal underwriter currently distributing securities of
the Registrant also acts as a principal underwriter, depositor or
investment adviser follow:
Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc.,
Seligman Common Stock Fund, Inc., Seligman Communications and
Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth
Fund, Inc., Seligman High Income Fund Series, Seligman Income Fund,
Inc., Seligman New Jersey Tax-Exempt Fund, Inc., Seligman
Pennsylvania Tax-Exempt Fund Series, Seligman Portfolios, Inc.,
Seligman Tax-Exempt Fund Series, Inc., Seligman Tax-Exempt Series
Trust.
(b) Name of each director, officer or partner of each principal underwriter
named in the answer to Item 21:
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of July 1, 1995
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
William C. Morris* Director Chairman of the Board
and Chief Executive
Officer
Fred E. Brown* Director Director
Michael J. Del Priore* Director None
William H. Hazen* Director None
Thomas G. Moles* Director None
David F. Stein* Director None
David Watts* Director None
Brian T. Zino* Director President and Director
Stephen J. Hodgdon* President None
Mark R. Gordon Senior Vice President, None
Director of Marketing
Gerald I. Cetrulo, III Senior Vice President of Sales None
140 West Parkway and Regional Sales Manager
Pompton Plains, NJ 07444
</TABLE>
<PAGE>
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of July 1, 1995
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
Brad Davis Regional Vice President None
241 110th Avenue SE
Bellevue, WA 98004
Jonathan G. Evans Regional Vice President None
222 Fairmont Way
Ft. Lauderdale, FL 33326
Susan Gutterud Regional Vice President None
722 South Race
Denver, CO 80209
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
Melinda Nawn Regional Vice President None
5850 Squire Hill Court
Cincinnati, OH 45241
Robert H. Ruhm Regional Vice President None
44 Conrad Road
Melrose, MA 02176
Diane Snowden Regional Vice President None
11 Thackery Lane
Cherry Hill, NJ 08003
Bruce Tuckey Regional Vice President None
41644 Chattman Drive
Novi, MI 48375
D. Ian Valentine Senior Vice President of Sales None
307 Braehead Drive and Regional Sales Manager
Fredericksburg, VA 22401
Andrew Veasey Regional Vice President None
14 Woodside
Rumson, NJ 07760
Todd Volkman Regional Vice President None
4017 Azure
Addison, TX 75244
Kelli A. Dumser Regional Vice President None
8618 Hornwood Court
Charlotte, NC 28215
</TABLE>
<PAGE>
PART C. OTHER INFORMATION (continued)
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of July 1, 1995
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
James R. Besher Regional Vice President None
14000 Margaux Lane
Town & Country, MO 63017
Lawrence P. Vogel* Senior Vice President - Finance Vice President
Helen Simon* Vice President None
Marsha E. Jacoby* Vice President, National Accounts None
Manager
Vito Graziano* Assistant Secretary Assistant Secretary
William W. Johnson* Vice President, Order Desk None
Frank P. Marino* Assistant Vice President, Mutual
Fund Product Manager None
Aurelia Lacsamana* Treasurer None
Frank J. Nasta* Secretary Secretary
</TABLE>
* The principal business address of each of these directors and/or
officers is 100 Park Avenue, NY, NY 10017.
(c) Not applicable.
Item 30. Location of Accounts and Records
Custodian: Morgan Stanley Trust Company
1 Pierrepont Plaza
Brooklyn New York 11201
Recordkeeping: Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105 and
Seligman Henderson Global Fund Series, Inc.
100 Park Avenue
New York, NY 10017
Item 31. Management Services - Seligman Data Corp., the Registrant's
shareholder service agent, has an agreement with The Shareholder
Services Group ("TSSG") pursuant to which TSSG provides a data
processing system for certain shareholder accounting and
recordkeeping functions performed by Seligman Data Corp. For the
fiscal year ended October 31, 1994, the approximate cost of these
services for each Series was:
Seligman Henderson Global Smaller Companies Fund $ 12,389
Seligman Henderson International Fund $ 6,738
Seligman Henderson Global Technology Fund* $ 476
* for the period May 23, 1994 to October 31, 1994.
Item 32. Undertakings - The Registrant undertakes, (1) to file a
post-effective amendment with financial statements within four to six
months of the effective date of this Registration Statement on behalf
of Seligman Henderson Global Growth Opportunities Fund under the
Securities Act of 1933; (2) to furnish a copy of the Registrant's
latest annual report, upon request and without charge, to every
person to whom a prospectus is delivered and (3) if requested to do
so by the holders of at least ten percent of its outstanding shares,
to call a meeting of shareholders for the purpose of voting upon the
removal of a director or directors and to assist in communications
with other shareholders as required by Section 16(c) of the
Investment Company Act of 1940.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment pursuant to
Rule 485(b) of the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 17 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 26th day of October, 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. 17 to its Registration Statement has been signed
below by the following persons in the capacities indicated on October 26, 1995.
Signature Title
/s/ Brian T. Zino Chairman of the Board (Principal
- ------------------------------- executive officer) and Director
William C. Morris*
/s/ Brian T. Zino President and Director
- -------------------------------
Brian T. Zino
/s/ Thomas G. Rose Treasurer (Principal financial and
- ------------------------------- and accounting officer)
Thomas G. Rose
Fred E. Brown, Director )
Alice S. Ilchman, Director )
John E. Merow, Director ) /s/ Brian T. Zino
--------------------------------
Betsy S. Michel, Director ) Brian T. Zino, Attorney-in-fact*
James C. Pitney, Director )
James Q. Riordan, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )
Brian T. Zino, Director )
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC., a Maryland corporation
having its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on September 21, 1995, adopted a resolution (a) reclassifying
10,000,000 unissued shares of the par value of $.001 each of the capital stock
("Shares") of the Seligman Henderson International Fund Class of the Corporation
as a separate class of shares (the "Seligman Henderson Global Growth
Opportunities Fund Class") designated "Seligman Henderson Global Growth
Opportunities Shares" of the par value of $.001 each, and (b) that such shares
so designated shall have all of the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications or
terms or conditions of redemption as those set forth for a Class of Shares of
the Corporation in the Corporation's Articles of Incorporation as filed on
November 21, 1991 and approved on November 22, 1991 and as set forth below in
paragraph SECOND.
<PAGE>
SECOND: The terms of the common stock of the Seligman Henderson Global
Growth Opportunities Fund Class (the "Global Growth Opportunities Series") as
further set by the Board of Directors are as follows:
(a) The common stock of the Global Growth Opportunities Series
shall have two sub-classes of shares, which shall be designated Class A
and Class D. The number of authorized shares of Class A common stock
and Class D common stock of the Global Growth Opportunities Series
shall each consist of the sum of x and y where: x equals the issued and
outstanding shares of such sub-class; and y equals one-half of the
authorized but unissued shares of common stock of all sub-classes of
the Global Growth Opportunities Series; provided that at all times the
aggregate authorized, issued and outstanding shares of Class A and
Class D common stock of the Global Growth Opportunities Series shall
not exceed the authorized number of shares of common stock of the
Global Growth Opportunities Series (i.e., 10,000,000 shares of common
stock until changed by further action of the Board of Directors in
accordance with Section 2-208.1 of the Maryland General Corporation Law
or a successor provision); and, in the event application of the formula
above would result, at any time, in fractional shares, the applicable
number of authorized shares of each sub-class shall be rounded down to
the nearest whole number of shares of such sub-class. Any sub-class of
common stock of the Global Growth Opportunities Series shall be
referred to herein individually as a "Class" and collectively, together
with any further sub-class or sub-classes from time to time
established, as the "Classes."
(b) All Classes shall represent the same interest in the
Corporation and have identical voting, dividend, liquidation, and other
rights; provided, however, that notwithstanding anything in the charter
of the Corporation to the contrary:
(1) Class A shares may be subject to such front-end
sales loads as may be established by the Board of Directors
from time to time in accordance with the Investment Company
Act of 1940, as amended (the "Investment Company Act") and
applicable rules and regulations of the National Association
of Securities Dealers, Inc. (the "NASD").
(2) Class D shares may be subject to such contingent
deferred sales charge as may be established from time to time
by the Board of Directors in accordance with the Investment
Company Act and applicable rules and regulations of the NASD.
(3) Expenses related solely to a particular Class
(including, without limitation, distribution expenses under a
Rule 12b-1 plan and administrative expenses under an
administration or service agreement, plan or other
arrangement, however designated, which may differ between the
Classes) shall be borne by that Class and shall be
appropriately reflected (in the manner determined by the Board
of Directors) in the net asset value, dividends, distribution
and liquidation rights of the shares of that Class.
(4) At such time as shall be permitted under the
Investment Company Act, any applicable rules and regulations
thereunder and the provisions of any exemptive order
applicable to the Corporation, and as may be determined by the
Board of Directors and disclosed in the then current
prospectus of the Global Growth Opportunities Series, shares
of a particular Class may be automatically converted into
shares of another Class; provided, however, that such
conversion shall be subject to the continuing availability of
an opinion of counsel to the effect that such conversion does
not constitute a taxable event under federal income tax law.
The Board of Directors, in its sole discretion, may suspend
any conversion rights if such opinion is no longer available.
(5) As to any matter with respect to which a separate
vote of any Class is required by the Investment Company Act or
by the Maryland General Corporation Law (including, without
limitation, approval of any plan, agreement or other
arrangement referred to in subsection (3) above), such
requirement as to a separate vote by that Class shall apply,
and, if permitted by the Investment Company Act or any rules,
regulations or orders thereunder and the Maryland General
Corporation Law, the Classes shall vote together as a single
Class on any such matter that shall have the same effect on
each such Class. As to any matter that does not affect the
interest of a particular Class, only the holders of shares of
the affected Class shall be entitled to vote.
THIRD: The Shares of the Seligman Henderson Global Growth Opportunities
Fund Class aforesaid have been duly classified or reclassified by the Board of
Directors pursuant to authority and power contained in the Articles of
Incorporation of the Corporation.
<PAGE>
IN WITNESS WHEREOF, SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. has
caused these Articles Supplementary to be signed in its name and on its behalf
by its President and witnessed by its Secretary, and each of said officers of
the Corporation has also acknowledged these Articles Supplementary to be the
corporate act of the Corporation and has stated under penalties of perjury that
to the best of his knowledge, information and belief the matters and facts set
forth with respect to approval are true in all material respects, all on October
20, 1995
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By
Brian T. Zino, President
Witness:
- -------------------------
Frank J. Nasta, Secretary
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
ARTICLES SUPPLEMENTARY
Seligman Henderson Global Fund Series, Inc., a Maryland Corporation
having its principal office in Baltimore City, Maryland and registered as an
open-end investment company under the Investment Company Act of 1940
(hereinafter called the "Corporation") hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The total number of shares of capital stock of all classes which
the Corporation has authority to issue is hereby increased to 2,000,000,000
shares of capital stock (par value $0.001 per share), amounting to an aggregate
par value of $2,000,000.00, of which 500,000,000 shares are classified as the
"Seligman Henderson International Fund Class", 500,000,000 shares are classified
as the "Seligman Henderson Global Smaller Companies Fund Class", 500,000,000
shares are classified as the "Seligman Henderson Global Technology Fund Class"
and 500,000,000 shares are classified as the "Seligman Henderson Global Growth
Opportunities Fund Class".
SECOND: The shares of each of the Seligman Henderson International Fund
Class, the Seligman Henderson Global Smaller Companies Fund Class, the Seligman
Henderson Global Technology Fund Class and the Seligman Henderson Global Growth
Opportunities Fund Class aforesaid shall have all the preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption as those respectively set
forth for such Classes of Shares in the Corporation's Charter as it may be
supplemented or amended from time to time.
THIRD: The Board of Directors of the Corporation on September 21, 1995
duly adopted and approved a resolution in accordance with Section 2-105(c) of
the General Corporation Law of the State of Maryland in which was set forth the
foregoing increase in capital stock of the Corporation.
FOURTH: The shares of the Seligman Henderson International Fund Class,
the Seligman Henderson Global Smaller Companies Fund Class, the Seligman
Henderson Global Technology Fund Class and the Seligman Henderson Global Growth
Opportunities Fund Class aforesaid have been duly classified or reclassified by
the Board of Directors pursuant to authority and power contained in the Articles
of Incorporation of the Corporation.
FIFTH (a) The total number of shares of capital stock of all classes
which the Corporation was heretofore authorized to issue was 150,000,000 shares
of capital stock (par value $0.001), amounting to an aggregate par value of
$150,000.00, of which 40,000,000 shares were classified as the "Seligman
Henderson International Fund Class", 50,000,000 shares were classified as the
"Seligman Henderson Global Smaller Companies Fund Class", 50,000,000 shares are
classified as the "Seligman Henderson Global Technology Fund Class" and
10,000,000 shares were classified as the "Seligman Henderson Global Growth
Opportunities Fund Class."
(b) The total number of shares of Common Stock is increased by
these Articles Supplementary to 2,000,000,000 shares of the par value of $0.001
each and of the aggregate par value of $2,000,000.00, of which 500,000,000
shares are classified as the "Seligman Henderson International Fund Class",
500,000,000 shares are classified as the "Seligman Henderson Global Smaller
Companies Fund Class", 500,000,000 shares are classified as the "Seligman
Henderson Global Technology Fund Class" and 500,000,000 shares are classified as
the "Seligman Henderson Global Growth Opportunities Fund Class."
(c) The Corporation currently has only four classes of Common
Stock outstanding.
IN WITNESS WHEREOF, SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. has
caused these Articles Supplementary to be signed in its name and on hits behalf
by its President and witnessed by its Secretary, and each of said officers of
the Corporation has also acknowledged these Articles Supplementary to be the
corporate act of the Corporation and has stated under penalties of perjury that
to the best of his knowledge, information and belief that the matters and facts
set forth with respect to approval are true in all material respects, all on
October 22, 1995.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By: _________________________________
Brian T. Zino, President
Witness:
- -----------------------------
Frank J. Nasta
Secretary
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT, dated as of March 19, 1992, between SELIGMAN
INTERNATIONAL FUND SERIES, INC.*, a Maryland corporation (the "Corporation"), on
behalf of Seligman International Fund* (the "Series") and any future series
thereof and J. & W. SELIGMAN & CO. INCORPORATED, a Delaware corporation (the
"Manager").
WHEREAS, the Corporation is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Corporation desires to retain the Manager to render or contract to
obtain as hereinafter provided investment management services to the
Corporation, and to administer the business and other affairs of the Corporation
and the Manager is willing to render such services;
Now, therefore, in consideration of the mutual agreements herein made, the
parties hereto agree as follows:
1. Duties of the Manager. The Manager shall subject to the control of
the Board of Directors of the Corporation, manage the affairs of the Series and
agrees to provide the services described in this agreement on the terms set
forth herein. The Manager will enter into an agreement dated the date hereof
(the "Subadvisory Agreement") with Seligman Henderson Co. (the "Subadviser")
pursuant to which the Subadviser will provide the Series with investment
management services, including investment research, advice and supervision,
determining which securities shall be purchased or sold by the Series, making
purchases and sales of securities on behalf of the Series and determining how
voting and other rights with respect to securities of the Series shall be
exercised, subject in each case to the control of the Board of Directors of the
Corporation and in accordance with the objectives, policies and principles set
forth in the Registration Statement and Prospectus of the Series and the
requirements of the 1940 Act and other applicable law. The Manager will continue
to have responsibility for investment management services provided under the
Subadvisory Agreement. In the event the Subadviser ceases to provide such
investment management services to the Corporation, they shall be provided by the
Manager or by such other form as may be selected by the Corporation and approved
in accordance with applicable requirements. In connection with the performance
of its duties hereunder, the Manager shall provide such office space, such
bookkeeping, accounting, internal legal, clerical, secretarial and
administrative services (exclusive of, and in addition to, any such services
provided by any others retained by the Series) and such executive and other
personnel as shall be necessary for the operations of the Series. The Manager
shall also, if requested by and subject to the control of the Board of Directors
of Union Data Service Center, Inc. ("Data"), manage the affairs of Data and
provide Data with such office management, personnel, reproduction, employee
cafeteria and internal legal services and such senior executive officers (other
than vice presidents) as may be necessary for the operation of Data, and with a
treasurer, a corporate secretary and a principal operating officer. The Series
understands that the Manager also acts as the manager of all of the investment
companies in the Seligman Group.
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson Global
Fund Series, Inc. and the name of the Series was changed to Seligman Henderson
International Fund.
<PAGE>
Subject to Section 36 of the 1940 Act, the Manager shall not be liable
to the Series 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 the management of
the Series and the performance of its duties under this Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
2. Expenses. The Manager shall pay all of its expenses arising from the
performance of its obligations under Section 1 including the fee of the
Subadviser, and shall pay any salaries, fees and expenses of the directors of
the Series who are employees of the Manager or its affiliates. The Manager shall
not be required to pay any other expenses of the Series, including, but not
limited to, direct charges relating to the purchase and sale of portfolio
securities, interest charges, fees and expenses of independent attorneys and
auditors, taxes and governmental fees, cost of stock certificates and any other
expenses (including clerical expenses) of issue, sale, repurchase or redemption
of shares, expenses of registering and qualifying shares for sale, expenses of
printing and distributing reports, notices and proxy materials to shareholders,
expenses of corporate data processing and related services, shareholder
recordkeeping and shareholder account services, expenses of printing and filing
reports and other documents filed with governmental agencies, expenses of
printing and distributing prospectuses, expenses of annual and special
shareholders' meetings, fees and disbursements of transfer agents and
custodians, expenses of disbursing dividends and distributions, fees and
expenses of directors of the Series who are not employees of the Manager or its
affiliates, membership dues in the Investment Company Institute, insurance
premiums and extraordinary expenses such as litigation expenses.
3. Compensation. (a) As compensation for the services performed and the
facilities and personnel provided by the Manager pursuant to Section 1, the
Series will pay to the Manager promptly after the end of each month a fee,
calculated on each day during such month as indicated on the attached Fee
Schedule.
(b) If the Manager shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
4. Purchase and Sale of Securities. The Manager or, pursuant to the
Subadvisory Agreement, the Subadviser shall purchase securities from or through
and sell securities to or through such persons, brokers or dealers (including
the Manager or an affiliate of the Manager) as the Manager and the Subadviser
shall deem appropriate in order to carry out the policy with respect to
allocation of portfolio transactions as set forth in the Registration Statement
and Prospectus(es) of the Series or as the Board of Directors of the Corporation
may direct from time to time. In providing the Series with investment management
and supervision, it is recognized that the Manager or the Subadviser will seek
the most favorable price and execution, and, consistent with such policy, may
give consideration to the research, statistical and other services furnished by
brokers or dealers to the Manager or the Subadviser for its use, to the general
attitude of brokers or dealers toward investment companies and their support of
them, and to such other considerations as the Board of Directors of the
Corporation may direct or authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for
the Series that the Manager and the Subadviser have access to supplemental
investment and market research and security and economic analysis provided by
brokers who execute brokerage transactions at a higher cost to the Corporation
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and execution. Therefore, the Manager and the
Subadviser are authorized to place orders for the purchase and sale of
securities for the Series with such brokers, subject to review by the
Corporation's Board of Directors from time to time with respect to the extent
and continuation of this practice. It is understood that the services provided
by such brokers may be useful to the Manager and the Subadviser in connection
with their services to other clients as well as the Series.
The placing of purchase and sale orders may be carried out by the
Manager or the Subadviser or any wholly-owned subsidiary of the Manager.
If, in connection with purchases and sales of securities for the
Series, the Manager or any subsidiary of the Manager may, without material risk,
arrange to receive a soliciting dealer's fee or other underwriter's or dealer's
discount or commission, the Manager shall, unless otherwise directed by the
Board of Directors of the Corporation, obtain such fee, discount or commission
and the amount thereof shall be applied to reduce the compensation to be
received by the Manager pursuant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the Corporation
from approving the payment by the Series of additional compensation to others
for consulting services, supplemental research and security and economic
analysis.
5. Term of Agreement. This Agreement shall continue in full force and
effect until December 31, 1993, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Manager
shall not have notified the Series in writing at least 60 days prior to such
December 31 or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time, without
payment of penalty by the Series, on 60 days' written notice to the Manager by
vote of the Board of Directors of the Corporation or by vote of a majority of
the outstanding voting securities of the Series (as defined by the 1940 Act).
This Agreement will automatically terminate in the event of its assignment (as
defined by the 1940 Act).
6. Right of Manager In Corporate Name. The Manager and the Series each
agree that the word "Seligman", which comprises a component of the Series' name,
is a property right of the Manager. The Series agrees and consents that (i) it
will only use the word "Seligman" as a component of its corporate name and for
no other purpose, (ii) it will not purport to grant to any third party the right
to use the word "Seligman" for any purpose, (iii) the Manager or any corporate
affiliate of the Manager may use or grant to others the right to use the word
"Seligman", or any combination or abbreviation thereof, as all or a portion of a
corporate or business name or for any commercial purpose, including a grant of
such right to any other investment company, and at the request of the Manager,
the Series will take such action as may be required to provide its consent to
the use of the word "Seligman", or any combination or abbreviation thereof, by
the Manager or any corporate affiliate of the Manager, or by any person to whom
the Manager or an affiliate of the Manager shall have granted the right to such
use; and (iv) upon the termination of any management agreement into which the
Manager and the Series may enter, the Series shall, upon request by the Manager,
promptly take such action, at its own expense, as may be necessary to change its
corporate name to one not containing the word "Seligman" and following such
change, shall not use the word Seligman, or any combination thereof, as a part
of its corporate name or for any other commercial purpose, and shall use its
best efforts to cause its officers, trustees and stockholders to take any and
all actions which the Manager may request to effect the foregoing and to
reconvey to the Manager any and all rights to such word.
<PAGE>
7. Miscellaneous. 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 either of the parties, to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Corporation on behalf of the Series and the
Manager have caused this Agreement to be executed by their duly authorized
officers as of the date first above written.
SELIGMAN INTERNATIONAL FUND SERIES, INC.*
By____________________________________________
J. & W. SELIGMAN & CO. INCORPORATED
By____________________________________________
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson Global
Fund Series, Inc.
<PAGE>
FEE SCHEDULE
<TABLE>
<CAPTION>
Series Annual Rate
<S> <C>
Seligman Henderson Global 1.00% of the Series' average
Emerging Companies Fund daily net assets.
Seligman Henderson Global 1.00% of the Series average
Growth Opportunities Fund daily net assets
Seligman Henderson Global 1.00% of the Series' average
Technology Fund daily net assets
Seligman Henderson 1.00% of the Series's average
International Fund daily net assets.
</TABLE>
Revised: July 16, 1992 to add SHGECF
March 17, 1994 to add SHGTF
September 21, 1995 to add SHGGOF
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated as of March 19, 1992, between J. & W. SELIGMAN &
CO. INCORPORATED, a Delaware corporation (the "Manager") and Seligman Henderson
Co., a New York general partnership (the "Subadviser").
WHEREAS, the Manager has entered into a Management Agreement, dated March 19,
1992, (the "Management Agreement") with Seligman International Fund Series,
Inc.* (the "Corporation"), an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), pursuant to which the Manager will render or contract to obtain as
hereinafter provided investment management services to the Corporation, and to
administer the business and other affairs of the Corporation; and
WHEREAS, the Manager desires to retain the Subadviser to provide investment
management services to the Corporation, and the Subadviser is willing to render
such investment management services.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
1. Duties of the Subadviser. The Subadviser will provide the
Corporation with investment management services, including investment research,
advice and supervision, determining which securities shall be purchased or sold
by the Corporation, making purchases and sales of securities on behalf of the
Corporation and determining how voting and other rights with respect to
securities of the Corporation shall be exercised, subject in each case to the
control of the Board of Directors of the Corporation and in accordance with the
objectives, policies and principles set forth in the Registration Statement and
Prospectus(es) of the Corporation and the requirements of the 1940 Act and other
applicable law.
Subject to Section 36 of the 1940 Act, the Subadviser shall not be
liable to the Corporation 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 the management
of the Corporation and the performance of its duties under this Agreement except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
2. Expenses. The Subadviser shall pay all of its expenses arising from
the performance of its obligations under Section 1.
3. Compensation. (a) As compensation for the services performed and the
facilities and personnel provided by the Manager pursuant to Section 1, the
Manager will pay to the Subadviser each month a fee, calculated on each day
during such month, at an annual rate of .90% of the Corporation's average daily
net assets.
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson Global
Fund Series, Inc.
<PAGE>
(b) If the Subadviser shall serve hereunder for less than the whole of
any month, the fee hereunder shall be prorated.
4. Purchase and Sale of Securities. The Subadviser shall purchase
securities from or through and sell securities to or through such persons,
brokers or dealers as the Subadviser shall deem appropriate in order to carry
out the policy with respect to allocation of portfolio transactions as set forth
in the Registration Statement and Prospectus(es) of the Corporation or as the
Board of Directors of the Corporation may direct from time to time. In providing
the Corporation with investment management and supervision, it is recognized
that the Subadviser will seek the most favorable price and execution, and,
consistent with such policy, may give consideration to the research, statistical
and other services furnished by brokers or dealers to the Subadviser for its
use, to the general attitude of brokers or dealers toward investment companies
and their support of them, and to such other considerations as the Board of
Directors of the Corporation may direct or authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for
the Corporation that the Subadviser have access to supplemental investment and
market research and security and economic analysis provided by brokers who
execute brokerage transactions at a higher cost to the Corporation than may
result when allocating brokerage to other brokers on the basis of seeking the
most favorable price and execution. Therefore, the Subadviser is authorized to
place orders for the purchase and sale of securities of the Corporation with
such brokers, subject to review by the Corporation's Board of Directors from
time to time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to the
Subadviser in connection with its services to other clients as well as the
Corporation.
If, in connection with purchases and sales of securities for the
Corporation, the Subadviser may, without material risk, arrange to receive a
soliciting dealer's fee or other underwriter's or dealer's discount or
commission, the Subadviser shall, unless otherwise directed by the Board of
Directors of the Corporation, obtain such fee, discount or commission and the
amount thereof shall be applied to reduce the compensation to be received by the
Subadviser pursuant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the Corporation
from approving the payment by the Corporation of additional compensation to
others for consulting services, supplemental research and security and economic
analysis.
5. Term of Agreement. This Agreement shall continue in full force and
effect until December 31, 1993, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Subadviser
shall not have notified the Manager in writing at least 60 days prior to such
December 31 or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time, without
payment of penalty by the Corporation, on 60 days' written notice to the
Subadviser by vote of the Board of Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Corporation (as defined by
the 1940 Act). This Agreement will automatically terminate in the event of its
assignment (as defined by the 1940 Act) or upon the termination of the
Management Agreement.
6. Amendments. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Corporation is obtained in accordance
with the requirements of the 1940 Act.
7. Miscellaneous. 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 either of the parties, to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Manager and the Subadviser have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.
J. & W. SELIGMAN & CO. INCORPORATED
By____________________________________________
SELIGMAN HENDERSON CO.
By____________________________________________
DISTRIBUTING AGREEMENT
DISTRIBUTING AGREEMENT, dated as of January 1, 1993, between SELIGMAN
INTERNATIONAL FUND SERIES, INC.*, a Maryland corporation (the "Fund"), and
SELIGMAN FINANCIAL SERVICES, INC., a Delaware corporation ("Seligman Financial
Services").
In consideration of the mutual agreements herein made, the parties
hereto agree as follows:
1. Exclusive Distributor. The Fund hereby agrees that Seligman Financial
Services shall be for the period of this Agreement exclusive agent for
distribution within the United States and its territories, and Seligman
Financial Services agrees to use its best efforts during such period to
effect such distribution of shares of Capital Stock ("Shares") of the
Fund; provided, however, that nothing herein shall prevent the Fund, if
it so elects, from selling or otherwise distributing its Shares
directly to any persons other than dealers. The Fund understands that
Seligman Financial Services also acts as agent for distribution of the
shares of capital stock or beneficial interest of other open-end
investment companies which have entered into management agreements with
J. & W. Seligman & Co. Incorporated (the "Manager").
2. Sales of Shares. Seligman Financial Services is authorized, as agent
for the Fund and not as principal, (a) to sell Shares of the Fund to
such dealers as Seligman Financial Services may select pursuant to the
terms of written sales agreements (which may also relate to sales of
shares of capital stock or shares of beneficial interest of other
open-end investment companies which have entered into management
agreements with the Manager), in form or forms approved by the Fund,
and (b) to sell Shares of the Fund to other purchasers on such terms as
may be provided in the then current prospectus of the Fund relating to
such Shares; provided, however, that no sales of Shares shall be
confirmed by Seligman Financial Services at any time when, according to
advice received by Seligman Financial Services from the Fund, the
officers of the Fund have for any reason sufficient to them temporarily
or permanently suspended or discontinued the sale and issuance of the
Shares. Each sale of Shares shall be effected by Seligman Financial
Services only at the applicable price determined by the Fund in the
manner prescribed in its then current prospectus relating to such
Shares. Seligman Financial Services shall comply with all applicable
laws, rules and regulations including, without limiting the generality
of the foregoing, all rules or regulations made or adopted pursuant to
Section 22 of the Investment Company Act of 1940 (the "1940 Act") by
the Securities and Exchange Commission or any securities association
registered under the Securities Exchange Act of 1934.
The Fund agrees, as long as its Shares may legally be issued, to fill
all orders confirmed by Seligman Financial Services in accordance with
the provisions of this Agreement.
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson Global
Fund Series, Inc.
<PAGE>
3. Repurchase Agent. Seligman Financial Services is authorized, as agent
for the Fund and not as principal, to accept offers for resale to the
Fund and to repurchase on behalf of the Fund Shares of each series of
the Fund at net asset values determined by the Fund in conformity with
its then current prospectus relating to such Shares.
4. Compensation. As compensation for the services of Seligman Financial
Services under this Agreement, Seligman Financial Services shall be
entitled to receive the sales charge, determined in conformity with the
Fund's then current prospectus relating to such Shares, on all sales of
Shares of the Fund confirmed by Seligman Financial Services hereunder
and for which payment has been received, less the dealers' concession
allowed in respect of such sales. In addition, in accordance with the
terms of the Fund's Administration, Shareholder Services and
Distribution Plan(s) (the "Plan(s)"), each of the series of the Fund
may make payments from time to time to Seligman Financial Services in
accordance with the terms and limitations of, and for the purposes set
forth in the Plan(s).
5. Expenses. Seligman Financial Services agrees promptly to pay or
reimburse the Fund for all expenses (except expenses incurred by the
Fund in connection with the preparation, printing and distribution of
any prospectus or report or other communication to shareholders, to the
extent that such expenses are incurred to effect compliance with any
Federal or State law or to enable such distribution to shareholder(s)
(a) of printing and distributing copies of any prospectus and of
preparing, printing and distributing any other material used by
Seligman Financial Services in connection with offering Shares of the
Fund for sale, and (b) of advertising in connection with such offering.
The Fund agrees to pay all expenses in connection with the registration
of Shares of the Fund under the Securities Act of 1933 (the "Act"), all
fees and related expenses which may be incurred in connection with the
qualification of Shares of the Fund for sale in such States (as well as
the District of Columbia, Puerto Rico and other territories) as
Seligman Financial Services may designate, and all expenses in
connection with maintaining facilities for the issue and transfer of
its Shares, of supplying information, prices and other data to be
furnished by it hereunder, and through Union Data Service Center, Inc.,
of all data processing and related services related to the share
distribution activity contemplated hereby.
The Fund agrees to execute such documents and to furnish such
information as may be reasonably necessary, in the discretion of the
Directors of the Fund, in connection with the qualification of Shares
of the Fund for sale in such States (as well as the District of
Columbia, Puerto Rico and other territories) as Seligman Financial
Services may designate. Seligman Financial Services also agrees to pay
all fees and related expenses connected with its own qualification as a
broker or dealer under Federal or State laws and, except as otherwise
specifically provided in this Agreement or agreed to by the Fund, all
other expenses incurred by Seligman Financial Services in connection
with the sale of Shares of the Fund as contemplated in this Agreement
(including the expenses of qualifying the Fund as a dealer or broker
under the laws of such States as may be designated by Seligman
Financial Services, if deemed necessary or advisable by the Fund).
It is understood and agreed that any payments made to Seligman
Financial Services pursuant to the Plan(s) may be used to defray some
or all of the expenses incurred by Seligman Financial Services pursuant
to this Agreement.
6. Prospectus and Other Information. The Fund represents and warrants to
and agrees with Seligman Financial Services that:
(a) A registration statement, including one or more prospectuses
relating to the Shares, has been filed by the Fund under the
Act and has become effective. Such registration statement, as
now in effect and as from time to time hereafter amended, and
also any other registration statement relating to the Shares
which may be filed by the Fund under the Act which shall
become effective, is herein referred to as the "Registration
Statement", and any prospectus or prospectuses filed by the
Fund as a part of the Registration Statement, as the
"Prospectus".
(b) At all times during the term of this Agreement, except when the
officers of the Fund have suspended or discontinued the sale
and issuance of Shares of the Fund as contemplated by Section 2
hereof, the Registration Statement and Prospectus will conform
in all respects to the requirements of the Act and the rules
and regulations of the Securities and Exchange Commission, and
neither of such documents will include any untrue statement of
a material fact or omit to state any material fact required to
be stated therein or necessary to make the statement therein
not misleading, except that the foregoing does not apply to any
statements or omissions in either of such documents based upon
written information furnished to the Fund by Seligman Financial
Services specifically for use therein.
The Fund agrees to prepare and furnish to Seligman Financial Services
from time to time a copy of its Prospectus, and authorizes Seligman
Financial Services to use such Prospectus, in the form furnished to
Seligman Financial Services from time to time, in connection with the
sale of the Fund's Shares. The Fund also agrees to furnish Seligman
Financial Services from time to time, for use in connection with the
sale of such Shares, such information with respect to the Fund and its
Shares as Seligman Financial Services may reasonably request.
7. Reports. Seligman Financial Services will prepare and furnish to the
Directors of the Fund at least quarterly a written report complying
with the requirements of Rule 12b-1 under the 1940 Act setting forth
all amounts expended under the Plan(s) and the purposes for which such
expenditures were made.
<PAGE>
8. Indemnification. (a) The Fund will indemnify and hold harmless Seligman
Financial Services and each person, if any, who controls Seligman
Financial Services within the meaning of the Act against any losses,
claims, damages or liabilities to which Seligman Financial Services or
such controlling person may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Fund's
Registration Statement or Prospectus or any other written sales
material prepared by the Fund which is utilized by Seligman Financial
Services in connection with the sale of Shares or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or (in the case of the Registration
Statement and Prospectus) necessary to make the statements therein not
misleading or (in the case of such other sales material) necessary to
make the statements therein not misleading in the light of the
circumstances under which they were made; and will reimburse Seligman
Financial Services and each such controlling person for any legal or
other expenses reasonably incurred by Seligman Financial Services or
such controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however,
that the Fund will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or
alleged omission made in such Registration Statement or Prospectus in
conformity with written information furnished to the Fund by Seligman
Financial Services specifically for use therein; and provided, further,
that nothing herein shall be so construed as to protect Seligman
Financial Services against any liability to the Fund or its security
holders to which Seligman Financial Services would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence, in the
performance of its duties, or by reason of the reckless disregard by
Seligman Financial Services of its obligations and duties under this
Agreement. This indemnity agreement will be in addition to any
liability which the Fund may otherwise have.
(b) Seligman Financial Services will indemnify and hold harmless
the Fund, each of its Directors and officers and each person,
if any, who controls the Fund within the meaning of the Act,
against any losses, claims, damages or liabilities to which
the Fund or any such Director, officer or controlling person
may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact
contained in the Registration Statement or Prospectus or any
sales material not prepared by the Fund which is utilized in
connection with the sale of Shares or arise out of or are
based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or (in
the case of the Registration Statement and Prospectus)
necessary to make the statements therein not misleading or (in
the case of such other sales material) necessary to make the
statements therein not misleading in the light of the
circumstances under which they were made, in the case of the
Registration Statement and Prospectus to the extent, but only
to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in
conformity with written information furnished to the Fund by
Seligman Financial Services specifically for use therein; and
Seligman Financial Services will reimburse any legal or other
expenses reasonably incurred by the Fund or any such Director,
officer or controlling person in connection with investigating
or defending any such loss, claim, damage, liability or
action. This indemnity agreement will be in addition to any
liability which Seligman Financial Services may otherwise
have.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section, notify
the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve
it from liability which it may have to any indemnified party
otherwise than under this Section. In case any such action is
brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein
and, to the extent that it may wish, to assume the defense
thereof, with counsel satisfactory to such indemnified party,
and after notice from the indemnifying party to such
indemnified party of its election to assume the defense
thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable
costs of investigation.
9. Effective Date. This Agreement shall become effective upon its
execution by an authorized officer of the respective parties to this
Agreement, but in no event prior to shareholder approval of the
Plan(s).
10. Term of Agreement. This Agreement shall continue in effect until
December 31 of the year in which it is first effective and through
December 31 of each year thereafter if such continuance is approved in
the manner required by the 1940 Act and the rules thereunder and
Seligman Financial Services shall not have notified the Fund 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 penalty on 60 days'
written notice to the other party by vote of a majority of the
Directors of the Fund who are not interested persons (as defined in the
1940 Act) of the Fund and have no direct or indirect financial interest
in the operation of the Plan(s) or any agreement related thereto, or by
vote of a majority of the outstanding voting securities of the Fund (as
defined in the 1940 Act). This Agreement shall automatically terminate
in the event of its assignment (as defined in the 1940 Act).
11. Miscellaneous. 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, either of the parties to do
anything in violation of any applicable laws or regulations.
IN WITNESS WHEREOF, the Fund and Seligman Financial Services have
caused this Agreement to be executed by their duly authorized officers as of the
date first above written.
SELIGMAN INTERNATIONAL FUND SERIES, INC.*
By
SELIGMAN FINANCIAL SERVICES, INC.
By
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson Global
Fund Series, Inc.
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.
<TABLE>
<CAPTION>
Dealer Signature Seligman Financial Services, Inc. Acceptance
<S> <C>
- ----------------------------- --------------------------------------------
Principal Officer Stephen J. Hodgdon, President
SELIGMAN FINANCIAL SERVICES, INC.
- ----------------------------- 100 Park Avenue
Address New York, New York 10017
- ----------------------------- ---------------------------------------------
Employer Identification No. Date
</TABLE>
<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.
REV 1/95
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10004
October 26, 1995
Seligman Henderson Global Fund Series, Inc.,
100 Park Avenue,
New York, N.Y. 10017.
Dear Sirs:
In connection with Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 33-44186) of Seligman Henderson
Global Fund Series, Inc., a Maryland corporation (the "Fund"), which you expect
to file under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to an indefinite number of shares of capital stock, par value $.001
per share, of the series designated as Seligman Henderson Global Growth
Opportunities Fund (the "Shares"), we, as your counsel, have examined such
corporate records, certificates and other documents, and such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our
opinion, the Shares have been duly authorized to the extent of 500,000,000
Shares and, when the Post-Effective Amendment referred to above has become
effective under the Securities Act and the Shares have been issued (a) for at
least the par value thereof in accordance with the Registration Statement
referred to above, (b) so as not to exceed the then authorized number of Shares
and (c) in accordance with the authorization of the Board of Directors, the
Shares will be duly and validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the
United States and the General Corporation Law of the State of Maryland, and we
are expressing no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit
to the Post-Effective Amendment referred to above. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ Sullivan & Cromwell
Consent of Independent Auditors
Seligman Henderson Global Fund Series, Inc.:
We consent to the use in this Post-Effective Amendment No. 17 to Registration
Statement No. 33-44186 of our report dated October 25, 1995, appearing in the
Statement of Additional Information, which is part of such Registration
Statement. We also consent to the incorporation by reference in this
Registration Statement of (1) our report dated June 2, 1995, appearing in the
Mid-Year Report to shareholders of Seligman Henderson Global Fund Series, Inc.
for the six months ended April 30, 1995, and (2) 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) and our report
dated November 23, 1994 appearing in the Annual Report to shareholders of the
Seligman Henderson Global Technology Fund for the year ended October 31, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
October 25, 1995
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
Section 1. Seligman Henderson ____________________________
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: $100,000 or more -0- 1.00%
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 Smaller Companies Fund $100,000 or more .25% 1.00%
Seligman Henderson Global Growth Opportunities 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>
November 1, 1995
* 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.
