<PAGE>
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. 20 [X]
--
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 22 [X]
--
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
(Exact name of registrant as specified in charter)
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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 [ ] on (date) pursuant to paragraph
to paragraph (b) of rule 485 (a)(i) of rule 485
[X] on April 22, 1996 pursuant to [ ] 75 days after filing pursuant to
paragraph (b) of rule 485 paragraph (a) (ii) of rule 485
[ ] 60 days after filing pursuant to [ ] on (date) pursuant to paragraph
paragraph (a)(i) of rule 485 (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, 1995
<PAGE>
File No. 33-44186
811-6485
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
POST-EFFECTIVE AMENDMENT NO. 20
CROSS REFERENCE SHEET
Pursuant to Rule 481 (a)
------------------------
<TABLE>
<CAPTION>
Form N-1A Part A-Item No. Location in Prospectus
- --------------------------- ----------------------
<S> <C>
1. Cover Page Cover Page
2. Synopsis Summary of Series Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Cover Page; Organization and
Capitalization
5. Management of Fund Management Services
5a. Manager's Discussion of Fund Performance Management Services
6. Capital Stock and Other Securities Organization and Capitalization
7. Purchase of Securities Being Offered Alternative Distribution System;
Purchase of Shares;
Administration, Shareholder
Services and Distribution Plans
8. Redemption or Repurchase Telephone Transactions;
Redemption of Shares; Exchange
Privilege
9. Legal Proceedings Not applicable
<CAPTION>
Part B-Item No. Location in Statement of Additional Information
- --------------- -----------------------------------------------
<S> <C> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information; Appendix B
13. Investment Objectives and Policies Investment Objectives, 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 Plans
18. Capital Stock and Other Securities General Information
19. Purchase, Redemption and Pricing of Purchase and Redemption of Series Shares; Valuation
Securities Being Offered
20. Tax Status Taxes
21. Underwriters Distribution Services
22. Calculation of Performance Data Performance
23. Financial Statements Financial Statements; Appendix D
</TABLE>
<PAGE>
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
Seligman Henderson International Fund
Seligman Henderson Global Growth Opportunities Fund
Seligman Henderson Global Smaller Companies Fund
Seligman Henderson Global Technology Fund
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
April 22, 1996
SELIGMAN HENDERSON INTERNATIONAL FUND (the "International Fund") seeks long-
term capital appreciation primarily by making investments in securities of
non-United States issuers.
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND (the "Global Growth Op-
portunities Fund") seeks long-term capital appreciation by investing primarily
in equity securities of companies that have the potential to benefit from
global economic or social trends.
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND (the "Global Smaller Compa-
nies Fund") seeks long-term capital appreciation primarily by making global
investments in companies with small to medium market capitalization.
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND (the "Global Technology Fund")
seeks long-term capital appreciation by making global investments of at least
65% of its assets in securities of companies with business operations in tech-
nology and technology-related industries.
The International Fund, the Global Growth Opportunities Fund, the Global
Smaller Companies Fund and the Global Technology Fund (each individually, a
"Series") are each a separate series of Seligman Henderson Global Fund Series,
Inc. (the "Fund"), an open-end diversified management investment company. The
Fund may offer additional series in the future. There can be no assurance that
a Series will achieve its investment objective. For a description of each Se-
ries' investment objective and policies, including the risk factors associated
with an investment in the Fund, see "Investment Objectives And Policies."
The Fund is managed by J. & W. Seligman & Co. Incorporated (the "Manager").
Seligman Henderson Co. (the "Subadviser") supervises and directs the Fund's
global investments. The Fund's distributor is Seligman Financial Services,
Inc., an affiliate of the Manager.
Each Series offers three 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 the average daily net asset value of the
Class A shares. Class B shares are sold without an initial sales load but are
subject to a contingent deferred sales load ("CDSL"), if applicable, of 5% on
redemptions in the first year after purchase of such shares, declining to 1%
in the sixth year and 0% thereafter, an annual distribution fee of up to .75%
and an annual service fee of up to .25% of the average daily net asset value
of the Class B shares. Class B shares will automatically convert to Class A
shares on the last day of the month that precedes the eighth anniversary of
their date of purchase. Class D shares are sold without an initial sales load
but are subject to a CDSL of 1% imposed on certain redemptions within one year
of purchase, an annual distribution fee of up to .75% and an annual service
fee of up to .25% of the average daily net asset value of the Class D shares.
Any CDSL payable upon redemption of Class B or Class D shares will be assessed
on the lesser of the current net asset value or the original purchase price of
the shares redeemed. See "Alternative Distribution System." Shares of a Series
may be purchased through any authorized investment dealer.
This Prospectus sets forth concisely the information a prospective investor
should know about the Fund and the Series before investing. Please read it
carefully before you invest and keep it for future reference. Additional in-
formation, including a Statement of Additional Information, has been filed
with the Securities and Exchange Commission. The Statement of Additional In-
formation is available upon request without charge by calling or writing the
Fund at the telephone numbers or the address set forth above. The Statement of
Additional Information is dated the same date as this Prospectus and is incor-
porated herein by reference in its entirety.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR
ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
SUMMARY OF SERIES EXPENSES
The purpose of this table is to assist investors in understanding the vari-
ous costs and expenses which shareholders of the Fund bear directly or indi-
rectly. The sales load on Class A shares is a one-time charge paid at the time
of purchase of shares. Reductions in sales loads are available in certain cir-
cumstances. The CDSL on Class B and Class D shares are one-time charges paid
only if shares are redeemed within six years or one year of purchase, respec-
tively. The "Other Expenses" disclosed for Class D Shares have been restated
to reflect the
<TABLE>
<CAPTION>
INTERNATIONAL GLOBAL GROWTH
FUND OPPORTUNITIES FUND
---------------------------------------- -----------------------------------------
CLASS A CLASS B CLASS D CLASS A CLASS B CLASS D
------- --------------- ---------------- -------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load
Imposed on Purchases
(as a percentage of
offering price)........ 4.75% None None 4.75% None None
Sales Load on Reinvested None None None None None None
Dividends..............
Deferred Sales Load (as
a percentage of
original purchase price None 5% in 1st year 1% in first year None 5% in 1st year 1% in first year
or redemption proceeds, 4% in 2nd year None thereafter 4% in 2nd year None thereafter
whichever is lower).... 3% in 3rd and 3% in 3rd and
4th years 4th years
2% in 5th year 2% in 5th year
1% in 6th year 1% in 6th year
None thereafter None thereafter
Redemption Fees......... None None None None None None
Exchange Fees........... None None None None None None
<CAPTION>
CLASS A CLASS B** CLASS D CLASS A* CLASS B** CLASS D*
------- --------- ------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
ANNUAL SERIES OPERATING
EXPENSES
FOR FISCAL 1995 (as a
percentage of
average net assets)
Management Fees......... 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
12b-1 Fees.............. .11% 1.00%*** 1.00%*** .25% 1.00%*** 1.00%***
Other Expenses.......... .58% .58% .58% .69% .69% .69%
---- ---- ---- ---- ---- ----
Total Fund Operating
Expenses............... 1.69% 2.58% 2.58% 1.94% 2.69% 2.69%
==== ==== ==== ==== ==== ====
</TABLE>
In fiscal 1995, the Manager, at its discretion, waived a portion of its fees
for the International Fund. In fiscal 1996, the Manager does not expect to
waive any of its fees, and as such, the expense information in the table has
been restated accordingly.
THE FOLLOWING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FU-
TURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN AND THE
5% ANNUAL RETURN USED IN THIS EXAMPLE IS A HYPOTHETICAL RATE.
<TABLE>
<CAPTION>
INTERNATIONAL GLOBAL GROWTH
FUND OPPORTUNITIES FUND
------------------------ ------------------------
EXAMPLE CLASS A CLASS B+ CLASS D CLASS A CLASS B+ CLASS D
- ------- ------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
An investor would pay the
following expenses on a
$1,000 investment,
assuming (i) a 5% annual
return and
(ii) redemption at the
end of the period shown:
1 year................... $ 64 $ 76 $ 36++ $ 66 $ 77 $ 37++
3 years.................. 98 110 80 106 114 84
5 years.................. 135 157 137 147 162 142
10 years.................. 238 270 291 263 284 302
</TABLE>
- -------
* Annualized.
** Expenses for Class B shares are estimated because no shares of that Class
were outstanding in the year ended October 31, 1995.
*** Includes an annual distribution fee of up to .75% and an annual service
fee of up to .25%. Pursuant to the Rules of the National Association of
Securities Dealers Inc., the aggregate deferred sales loads and distribu-
tion fees on Class B and Class D shares of each Series may not exceed
6.25% of total gross sales, subject to certain exclusions. The maximum
sales charge rule is applied separately to each class. The 6.25% limita-
tion is imposed on each Series rather than on a per shareholder basis.
Therefore, a long-term Class B or Class D shareholder of a Series 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.
2
<PAGE>
expense allocation methodology currently being used by the Series. For more
information concerning reductions in sales loads and for a more complete de-
scription of the various costs and expenses, see "Purchase Of Shares," "Re-
demption Of Shares" and "Management Services" herein. Each Series' Administra-
tion, Shareholder Services and Distribution Plan to which the caption "12b-1
Fees" relates is discussed under "Administration, Shareholder Services and
Distribution Plan" herein.
<TABLE>
<CAPTION>
GLOBAL SMALLER GLOBAL
COMPANIES FUND TECHNOLOGY FUND
- -------------------------------------------- --------------------------------------------
CLASS A CLASS B CLASS D CLASS A CLASS B CLASS D
- ------- --------------- -------------------- ------- --------------- --------------------
<S> <C> <C> <C> <C> <C>
4.75% None None 4.75% None None
None None None None None None
None 5% in 1st year 1% during first year None 5% in 1st year 1% during first year
4% in 2nd year None hereafter 4% in 2nd year None thereafter
3% in 3rd and 3% in 3rd and
4th years 4th years
2% in 5th year 2% in 5th year
1% in 6th year 1% in 6th year
None thereafter None thereafter
None None None None None None
None None None None None None
<CAPTION>
CLASS A CLASS B** CLASS D CLASS A CLASS B** CLASS D
- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
.22% 1.00%*** 1.00%*** .24% 1.00%*** 1.00%***
.61% .61% .61% .67% .67% .67%
---- ---- ---- ---- ----- ----
1.83% 2.61% 2.61% 1.91% 2.67% 2.67%
==== ==== ==== ==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
GLOBAL SMALLER GLOBAL
COMPANIES FUND TECHNOLOGY FUND
- ------------------------------------- --------------------------------------------
CLASS A CLASS B+ CLASS D CLASS A CLASS B+ CLASS D
- ------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
$ 65 $ 76 $ 36++ $ 66 $ 77 $ 37++
102 111 81 105 113 83
142 159 139 146 161 141
252 275 294 260 282 300
</TABLE>
- -------
+ Assuming (1) 5% annual return and (2) no redemption at the end of the peri-
od, the expense on a $1,000 investment would be: International Fund--$26 for
1 year, $80 for 3 years and $137 for 5 years; Global Growth Opportunities
Fund--$27 for 1 year, $84 for 3 years and $142 for 5 years; Global Smaller
Companies Fund--$26 for 1 year, $81 for 3 years and $139 for 5 years; Global
Technology Fund--$27 for 1 year, $83 for 3 years and 141 for 5 years. The
expenses shown for the ten-year period reflect the conversion of Class B
shares to Class A shares after 8 years.
++ 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: International Fund--
$26; Global Growth Opportunities Fund--$27; Global Smaller Companies Fund--
$26; Global Technology Fund--$27.
3
<PAGE>
FINANCIAL HIGHLIGHTS
Each Series' financial highlights for Class A and Class D shares for the pe-
riods presented below (with the exception of Global Growth Opportunities Fund)
have been audited by Deloitte & Touche LLP, independent auditors. This infor-
mation, which is derived from the financial and accounting records of the Se-
ries, should be read in conjunction with the financial statements and notes
contained in the Fund's 1995 Annual Report, which is incorporated by reference
in the Fund's Statement of Additional Information, copies of which may be ob-
tained from the Fund at the telephone numbers or address provided on the cover
page of this Prospectus. Unaudited financial statements of the Global Growth
Opportunities Fund for the period from November 1, 1995 (commencement of oper-
ations) through January 31, 1996 are included as Appendix D to the Fund's
Statement of Additional Information. Financial highlights are not presented
for the Class B shares because no shares of that Class were outstanding during
the periods set forth below.
<TABLE>
<CAPTION>
NET REALIZED
& UNREALIZED INCREASE
NET ASSET NET NET REALIZED GAIN (LOSS) (DECREASE) NET INCREASE
VALUE AT INVESTMENT & UNREALIZED FROM FOREIGN FROM DISTRIBUTIONS (DECREASE) IN
FISCAL YEAR BEGINNING INCOME GAIN (LOSS) CURRENCY INVESTMENT DIVIDENDS FROM NET GAIN NET ASSET
OR PERIOD OF PERIOD (LOSS)*** ON INVESTMENTS TRANSACTIONS OPERATIONS PAID REALIZED VALUE
----------- --------- ---------- -------------- ------------ ---------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INTERNATIONAL FUND
CLASS A:
Year ended 10/31/95.. $17.67 $ 0.06 $(0.42) $ 0.09 $(0.27) $ -- $(0.69) $(0.96)
Year ended 10/31/94.. 15.98 0.04 0.91 1.08 2.03 (0.01) (0.33) 1.69
Year ended 10/31/93.. 11.89 0.04 4.25 (0.17) 4.12 (0.03) -- 4.09
4/7/92**-10/31/92.... 12.00 0.08 (0.23) 0.04 (0.11) -- -- (0.11)
CLASS D:
Year ended 10/31/95.. 17.53 (0.07) (0.43) 0.09 (0.41) -- (0.69) (1.10)
Year ended 10/31/94.. 15.96 (0.09) 0.91 1.08 1.90 -- (0.33) 1.57
9/21/93*-10/31/93.... 15.23 (0.03) 1.17 (0.41) 0.73 -- -- 0.73
GLOBAL GROWTH OPPORTUNITIES FUND
CLASS A:
11/1/95*-1/31/96..... 7.14 (0.02) 0.58 (0.12) 0.44 -- -- 0.44
CLASS D:
11/1/95*-1/31/96..... 7.14 (0.03) 0.58 (0.12) 0.43 -- -- 0.43
GLOBAL SMALLER
COMPANIES FUND
CLASS A:
Year ended 10/31/95.. 11.93 (0.02) 2.24 0.08 2.30 -- (0.33) 1.97
Year ended 10/31/94.. 9.98 (0.08) 1.57 0.52 2.01 -- (0.06) 1.95
Year ended 10/31/93.. 7.15 (0.02) 3.07 (0.20) 2.85 (0.02) -- 2.83
9/9/92**-10/31/92.... 7.14 -- 0.02 (0.01) 0.01 -- -- 0.01
CLASS D:
Year ended 10/31/95.. 11.80 (0.12) 2.20 0.08 2.16 -- (0.33) 1.83
Year ended 10/31/94.. 9.94 (0.16) 1.57 0.51 1.92 -- (0.06) 1.86
5/3/93*-10/31/93..... 8.52 (0.05) 1.60 (0.13) 1.42 -- -- 1.42
GLOBAL TECHNOLOGY FUND
CLASS A:
Year ended 10/31/95.. 8.37 (0.10) 4.90 (0.05) 4.75 -- (0.07) 4.68
5/23/94*-10/31/94.... 7.14 (0.01) 1.08 0.16 1.23 -- -- 1.23
CLASS D:
Year ended 10/31/95.. 8.34 (0.18) 4.85 (0.05) 4.62 -- (0.07) 4.55
5/23/94*-10/31/94.... 7.14 (0.04) 1.08 0.16 1.20 -- -- 1.20
</TABLE>
The data provided above for the International Fund's Class A shares reflects
historical information and therefore has not been adjusted to reflect, for the
period prior to its implementation on September 21, 1993, the effect of the
Administration, Shareholder Services and Distribution Plan.
4
<PAGE>
The per share operating performance data is designed to allow investors to
trace the operating performance, on a per share basis, from a Series' begin-
ning net asset value to the ending net asset value so that they may understand
what effect the individual items have on their investment assuming it was held
throughout the period. Generally, the per share amounts are derived by con-
verting the actual dollar amounts incurred for each item as disclosed in the
financial statements to their equivalent per share amounts. The total return
based on net asset value measures a Series' performance assuming investors
purchased shares of the Series at net asset value as of the beginning of each
period, invested dividends and capital gains paid at net asset value, and then
sold their shares at the net asset value per share on the last day of the pe-
riod. The total return computations do not reflect any sales loads investors
may incur in purchasing or selling shares of a Series. The total returns for
periods of less than one year are not annualized.
<TABLE>
<CAPTION>
WITHOUT MANAGEMENT FEE WAIVER
RATIOS/SUPPLEMENTAL DATA*** AND/OR EXPENSE REIMBURSEMENT***
---------------------------------------------------- -----------------------------------------
RATIO OF
NET INVESTMENT RATIO OF NET INVESTMENT
NET ASSET TOTAL RETURN EXPENSES TO INCOME (LOSS) NET ASSETS AT NET INVESTMENT EXPENSES TO INCOME (LOSS)
VALUE AT BASED ON AVERAGE TO AVERAGE PORTFOLIO END OF PERIOD INCOME (LOSS) AVERAGE TO AVERAGE
END OF PERIOD NET ASSET VALUE NET ASSETS NET ASSETS TURNOVER (000'S OMITTED) PER SHARE NET ASSETS NET ASSETS
- ------------- --------------- ----------- -------------- --------- --------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$16.71 (1.24)% 1.69% 0.35% 60.70% $ 48,763
17.67 12.85 1.63 0.27 39.59 62,922
15.98 34.78 1.75 0.27 46.17 33,134 $(0.04) 2.30% (0.28)%
11.89 (0.92) 1.75+ 1.25+ 12.77 14,680 -- 2.92+ 0.08+
16.43 (2.08) 2.50 (0.44) 60.70 31,273 (0.09) 2.62 (0.56)
17.53 12.03 2.50 (0.53) 39.59 19,903 (0.11) 2.67 (0.70)
15.96 4.79 2.50+ (1.86)+ 46.17++ 1,648 (0.11) 8.49+ (7.84)+
7.58 6.16 1.94+ (1.20)+ 2.50 82,489
7.57 6.02 2.69+ (1.95)+ 2.50 27,651
13.90 20.10 1.83 (0.20) 63.05 102,479
11.93 20.28 1.92 (0.77) 62.47 46,269
9.98 39.86 1.98 (0.29) 60.03 20,703 (0.18) 3.90 (2.21)
7.15 0.14 1.75+ 0.13+ -- 1,562 (0.07) 12.28+ (10.44)+
13.63 19.11 2.61 (0.97) 63.05 85,548
11.80 19.45 2.70 (1.53) 62.47 38,317
9.94 16.67 2.75+ (1.35)+ 60.03++ 10,344 (0.11) 4.25+ (2.85)+
13.05 57.31 1.91 (0.89) 87.42 447,732
8.37 17.23 2.00+ (0.45)+ 29.20 50,719 (0.02) 2.18+ (0.63)+
12.89 55.95 2.66 (1.63) 87.42 161,622
8.34 16.81 2.75+ (1.22)+ 29.20 6,499 (0.06) 3.36+ (1.83)+
</TABLE>
- -------
* Commencement of operations.
** Commencement of investment operations.
*** The Manager and Subadviser, at their discretion, waived a portion of their
fees, and in some cases, the Subadviser reimbursed certain expenses for
the periods presented.
+ Annualized.
++ For the year ended October 31, 1993.
5
<PAGE>
ALTERNATIVE DISTRIBUTION SYSTEM
Each Series offers three classes of shares. Class A shares are sold to in-
vestors who have concluded that they would prefer to pay an initial sales load
and have the benefit of lower continuing fees. Class B shares are sold to in-
vestors choosing to pay no initial sales load, a higher distribution fee and a
CDSL with respect to redemptions within six years of purchase and who desire
shares to convert automatically to Class A shares after eight years. 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 partic-
ular circumstances it is more advantageous to incur an initial sales load and
be subject to lower ongoing fees, as discussed below, or to have the entire
initial purchase price invested in a Series with the investment thereafter be-
ing subject to higher ongoing fees and either a CDSL for a six-year period
with automatic conversion to Class A shares after eight years or a CDSL for a
one-year period with no automatic conversion to Class A shares.
Investors who qualify for reduced sales loads, as described under "Purchase
Of Shares" below, might choose to purchase Class A shares because Class A
shares would be subject to lower ongoing fees. The amount invested in a Se-
ries, however, is reduced by the initial sales load 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 distribu-
tion fees of Class B and 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 a Series will be reduced by the
initial sales load on Class A shares deducted at the time of purchase. Fur-
thermore, the higher distribution fees on Class B and Class D shares will be
offset to the extent any return is realized on the additional funds initially
invested therein that would have been equal to the amount of the initial sales
load on Class A shares. In addition, Class B shares will be converted automat-
ically to Class A shares after a period of approximately eight years, and
thereafter investors will be subject to lower ongoing fees. Shares purchased
through reinvestment of dividends and distributions on Class B shares also
will convert automatically to Class A shares along with the underlying shares
on which they were earned.
Alternatively, some investors might choose to have all of their funds in-
vested initially in Class B or Class D shares, although remaining subject to a
higher continuing distribution fee and for a six-year or one-year period, a
CDSL as described below. For example, an investor who does not qualify for re-
duced sales loads would have to hold Class A shares for more than 6.33 years
for the Class B or 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
B and 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.
Investors should bear in mind that total asset based sales charges (i.e.,
the higher continuing distribution fee plus the CDSL) on Class B shares that
are redeemed may exceed the total asset based sales charges that would be pay-
able on a purchase of the same amount of Class A or Class D shares, particu-
larly if the Class B shares are redeemed shortly after purchase or if the in-
vestor qualifies for a reduced sales load on the Class A shares.
Investors should understand that the purpose and function of the initial
sales load with respect to Class A shares is the same as those of the deferred
sales loads and higher distribution fees with respect to Class B and Class D
shares in that the sales loads
6
<PAGE>
and fees applicable to each class provide for the financing of the distribu-
tion of the shares of the Series.
Class B and Class D shares are subject to the same ongoing distribution fees
but Class D shares are subject to a CDSL for a shorter period of time (one
year as opposed to six years) than Class B shares. However, unlike Class D
shares, Class B shares automatically convert to Class A shares, which are sub-
ject to lower ongoing distribution fees.
The three classes of shares of a Series represent interests in the same
portfolio of investments, have the same rights and are generally identical in
all respects except that each class bears its separate distribution and, po-
tentially, certain other class expenses and has exclusive voting rights with
respect to any matter on which a separate vote of any class is required by the
Investment Company Act of 1940, as amended (the "1940 Act"), or Maryland law.
The net income attributable to each class and dividends payable on the shares
of each class will be reduced by the amount of distribution and other expenses
of each class. Class B and Class D shares bear higher distribution fees, which
will cause the Class B and Class D shares to pay lower dividends than the
Class A shares. The three classes also have separate exchange privileges.
The Directors of the Fund believe that no conflict of interest currently ex-
ists between the Class A, Class B and Class D shares. On an ongoing basis, the
Directors, in the exercise of their fiduciary duties under the 1940 Act and
Maryland law, will seek to ensure that no such conflict arises. For this pur-
pose, the Directors will monitor the Fund for the existence of any material
conflict among the classes and will take such action as is reasonably neces-
sary to eliminate any such conflicts that may develop.
DIFFERENCES BETWEEN CLASSES. The primary differences between Class A, Class
B and Class D shares are their sales load structures and ongoing expenses
as set forth below. The primary differences between Class B and Class D shares
are that Class D shares are subject to a shorter CDSL period but Class B
shares automatically convert to Class A shares after eight years, resulting in
a reduction in ongoing fees. Investors in Class B shares should take into ac-
count whether they intend to redeem their shares within the CDSL period and,
if not, whether they intend to remain invested until the end of the conversion
period and thereby take advantage of the reduction in ongoing fees resulting
from the conversion into Class A shares. Other investors, however, may elect
to purchase Class D shares if they determine that it is advantageous to have
all their assets invested initially and they are uncertain as to the length of
time they intend to hold their assets in one of the Series or another mutual
fund in the Seligman Group for which the exchange privilege is available. Al-
though Class D shareholders are subject to a shorter CDSL period at a lower
rate, they forgo the Class B automatic conversion feature, making their in-
vestment subject to higher distribution fees for an indefinite period of time.
Each class has advantages and disadvantages for different investors, and in-
vestors should choose the class that best suits their circumstances and their
objectives.
<TABLE>
<CAPTION>
ANNUAL
12b-1 FEES
INITIAL (AS A % OF AVERAGE OTHER
SALES LOAD DAILY NET ASSETS) INFORMATION
---------- ------------------ -----------
<S> <C> <C> <C>
CLASS A Maximum Service fee Initial sales load
initial of .25%. waived or reduced
sales load for certain
of 4.75% of purchases.
the public
offering
price.
CLASS B None Service fee CDSL of:
of .25%; 5% in 1st year
Distribution 4% in 2nd year
fee of .75% 3% in 3rd and 4th
until years
conversion* 2% in 5th year
1% in 6th year
0% after 6th year.
CLASS D None Service fee CDSL of 1% on
of .25%; redemptions within
Distribution one year of
fee of .75%. purchase.
</TABLE>
- -------
* Conversion occurs at the end of the month which precedes the 8th anniversary
of the purchase date. If Class B shares of a Series are exchanged for Class
B shares of another Seligman Mutual Fund, the conversion period applicable
to the Class B shares acquired in the exchange will apply, and the holding
period of the shares exchanged will be tacked onto the holding period of the
shares acquired.
7
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The International Fund, the Global Growth Opportunities Fund, the Global
Smaller Companies Fund and the Global Technology Fund are each a separate se-
ries of Seligman Henderson Global Fund Series, Inc., an open-end diversified
management investment company incorporated under the laws of the state of
Maryland on November 22, 1991.
SELIGMAN HENDERSON INTERNATIONAL FUND. The investment objective of the In-
ternational Fund is long-term capital appreciation. The Series seeks to
achieve this objective primarily by making investments in securities of non-
United States issuers. The investment objective is a fundamental policy and
may not be changed without shareholder approval. There can be no assurance
that the Series will achieve its investment objective.
The International Fund may invest in securities of issuers domiciled in any
country. Under normal conditions investments will be made in three principal
regions: The United Kingdom/Continental Europe, the Pacific Basin and Latin
America. Continental European countries include Austria, Belgium, Denmark,
Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Portugal, Spain, Sweden and Switzerland. Pacific Basin countries in-
clude Australia, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zea-
land, Pakistan, the People's Republic of China, the Philippines, Singapore,
Taiwan and Thailand. Latin American countries include Argentina, Brazil, Chi-
le, Mexico and Venezuela.
Under normal market conditions it is anticipated that at least five coun-
tries will be represented in the International Fund's portfolio. Investments
will not nor-mally be made in securities of issuers organized in the United
States and Canada, although under exceptional conditions a large portion of
the Series' assets may temporarily be invested in the United States.
Securities may be included in the International Fund's portfolio without re-
gard to minimum capitalization of their issuers. The Series will generally
purchase securities of medium- to large-sized companies in the principal in-
ternational markets, although it may purchase securities of companies that
have a lower market capitalization in smaller regional markets.
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND. The investment objec-
tive of the Global Growth Opportunities Fund is long-term capital apprecia-
tion. The Series seeks to achieve its objective by investing primarily in eq-
uity securities of companies that have the potential to benefit from global
economic or social trends. The Subadviser believes that such trends are re-
shaping the world as it moves towards the new millennium. The trends focused
on 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 fundamen-
tal policy and may not be changed without shareholder approval. There can be
no assurance that the Series will achieve its investment objective.
The Global Growth Opportunities Fund may invest in securities of issuers
domiciled in any country. Under normal conditions investments will be made in
four principal regions: The United Kingdom/Continental Europe, the Pacific Ba-
sin, Latin America (all of which are defined above under "Seligman Henderson
International Fund") and North America. Under normal market conditions, the
Series' assets will be invested in securities of issuers located in at least
three different countries, one of which may be the United States.
The Subadviser will select securities for inclusion in the Global Growth Op-
portunities 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
8
<PAGE>
the markets that the Subadviser has selected for investment. Securities may be
included in the Series' portfolio without regard to the minimum capitalization
of the issuer.
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND. The investment objective
of the Global Smaller Companies Fund is long-term capital appreciation. The
Series seeks to achieve this objective primarily by making global investments
in securities of emerging companies, i.e., companies with small to medium mar-
ket capitalization. The investment objective is a fundamental policy and may
not be changed without shareholder approval. There can be no assurance that
the Series will achieve its investment objective.
The Global Smaller Companies Fund may invest in securities of issuers domi-
ciled in any country. Under normal conditions investments will be made in four
principal regions: the United Kingdom/Continental Europe, the Pacific Basin,
Latin America (all of which are described above under "Seligman Henderson In-
ternational Fund") and North America. Under normal market conditions, the Se-
ries' assets will be invested in securities of issuers located in at least
three different countries, one of which may be the United States.
Under normal market conditions, the Global Smaller Companies Fund will in-
vest at least 65% of its assets in securities of small- to medium-sized compa-
nies with market capitalizations up to $1 billion, although up to 35% of its
total assets may be invested in securities of companies with market capital-
izations over $750 million. The Fund's Board of Directors will periodically
review and revise the capitalization requirements of smaller companies as cir-
cumstances may require. The Global Smaller Companies Fund anticipates that it
will continue to hold the securities of smaller companies as those companies
grow or expand so long as those investments continue to offer prospects of
long-term growth. In extraordinary circumstances, the Series may invest for
temporary defensive purposes, without limit, in large capitalization companies
or increase its investments in debt securities.
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND. The investment objective of the
Global Technology Fund is long-term capital appreciation. The Series seeks to
achieve its objective by making global investments of at least 65% of its as-
sets in securities of companies with business operations in technology and
technology-related industries. The investment objective is a fundamental pol-
icy and may not be changed without shareholder approval. There can be no as-
surance that the Series will achieve its investment objective.
The Global Technology Fund may invest in securities of issuers domiciled in
any country. Under normal conditions investments will be made in four
principal regions: the United Kingdom/Continental Europe, the Pacific Basin,
Latin America (all of which are defined above under "Seligman Henderson Inter-
national Fund") and North America. Under normal market conditions, the Series'
assets will be invested in securities of issuers located in at least three
different countries, one of which may be the United States.
The use of existing and developing technologies is an increasingly important
component of human societies in every part of the civilized world. The Global
Technology Fund defines technology as the use of science to create new prod-
ucts and services. As such, the industry comprises not only information tech-
nology and communications but also medical, environmental and bio-technology.
The Series expects to invest in a broad range of technologies. The technology
market is global in its scope and has exhibited and continues to demonstrate
rapid growth both through increasing demand for existing products and services
and the broadening of the technology market. Penetration rates remain low
while emerging technologies such as multimedia and genetic engineering are
opening up completely new markets. The application of new technology to tradi-
tional industries is, in many cases, revolutionizing both manufacturing and
distribution industries. Nonetheless, older technologies such as photography
and print also are typically represented.
9
<PAGE>
The Subadviser expects to take advantage of valuation anomalies in interna-
tional markets created by the emergence of established U.S. technology trends
in overseas markets and the relative immaturity of the technology sectors in
those countries' securities markets.
Securities of large companies that are well established in the world tech-
nology market can be expected to grow with the market and will frequently be
held in the Global Technology Fund's portfolio; however, rapidly changing
technologies and the expansion of technology and technology-related industries
provide a favorable environment for investment in companies of small- to
medium-size. Consequently, the Series' investments are not subject to any min-
imum capitalization requirement and securities may be included in the Series'
portfolio without regard to the capitalization of the issuer.
GENERAL. In allocating investments among geographic regions and individual
countries, the Subadviser will consider such factors as the relative economic
growth potential of the various economies and securities markets; expected
levels of inflation; financial, social and political conditions influencing
investment opportunities; and the outlook for currency relationships.
Each Series may invest in all types of securities, many of which will be de-
nominated in currencies other than the U.S. dollar. Each Series will normally
invest its assets in equity securities, including common stock, securities
convertible into common stock, depositary receipts for these securities and
warrants. A Series may, however, invest up to 25% of its assets in preferred
stock and debt securities. Dividends or interest income are considered only
when the Subadviser believes that such income will favorably influence the
market value of a security in light of each Series' objective of capital ap-
preciation. Equity securities in which each Series will invest may be listed
on a U.S. or foreign stock exchange or traded in U.S. or foreign over-the-
counter markets.
Debt securities in which each Series may invest are not required to be rated
by a recognized rating agency. As a matter of policy, a Series will invest
only in "investment grade" debt securities or, in the case of unrated securi-
ties, debt securities that are, in the opinion of the Subadviser, of equiva-
lent quality to "investment grade" securities. "Investment grade" debt securi-
ties are rated within the four highest rating categories 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 invest-
ment 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 of risk. Secu-
rities rated within the lowest of the four categories (i.e., Baa by Moody's and
BBB by Standard & Poor's) lack high quality investment characteristics and may
also have speculative characteristics. (Appendix A to the Statement of Ad-
ditional Information contains a description of these rating categories.) Debt
securities are interest-rate sensitive; accordingly, their value tends to
decrease when interest rates rise and increase when interest rates fall.
Each Series may invest in securities represented by European Depositary Re-
ceipts ("EDRs"), American Depositary Receipts ("ADRs") and Global Depositary
Receipts ("GDRs"). ADRs are receipts generally issued by a domestic bank or
trust company that represent the deposit of a security of a foreign issuer.
ADRs may be publicly traded on exchanges or over-the-counter in the United
States and are quoted and settled in dollars at a price that generally re-
flects 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 is-
suer 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 is-
10
<PAGE>
suers of unsponsored Depositary Receipts are not obligated to disclose mate-
rial information in the United States and, therefore, the import of such in-
formation may not be reflected in the market value of such securities. For
purposes of a Series' investment policies, an investment in Depositary Re-
ceipts will be deemed to be an investment in the underlying security.
By investing in foreign securities, a Series will attempt to take advantage
of differences among economic trends and the performance of securities markets
in various countries. To date, the market values of securities of issuers lo-
cated in different countries have moved relatively independently of each oth-
er. 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 securi ties, it may be possible to obtain significant ap-
preciation from a portfolio of foreign investments and secu-rities from vari-
ous markets that offer different investment opportunities and are affected by
different economic trends. International and global diversification reduces
the effect events in any one country will have on a Series' entire investment
portfolio. Of course, a decline in the value of a Series' investments in one
country may offset potential gains from investments in another country.
FOREIGN INVESTMENT RISK FACTORS. Investments in securities of foreign is-
suers may involve risks that are not associated with domestic investments, and
there can be no assurance that a Series' foreign investments will present less
risk than a portfolio of domestic securities. Foreign issuers may lack uniform
accounting, auditing and financial reporting standards, practices and require-
ments, and there is generally less publicly available information about for-
eign issuers than there is about U.S. issuers. Governmental regulation and su-
pervision of foreign stock exchanges, brokers and listed companies may be less
pervasive than is customary in the United States. Securities of some foreign
issuers are less liquid, and their prices are more volatile, than securities
of comparable domestic issuers. Foreign securities settlements may in some in-
stances be subject to delays and related administrative uncertainties which
could result in temporary periods when assets of a Series are uninvested and
no return is earned thereon and may involve a risk of loss to a Series. For-
eign securities markets may have substantially less volume than U.S. markets
and far fewer traded issues. Fixed brokerage commissions on foreign securities
exchanges are generally higher than in the United States and transaction costs
with respect to smaller capitalization companies may be higher than those of
larger capitalization companies. Income from foreign securities may be reduced
by a withholding tax at the source or other foreign taxes. In some countries,
there may also be the possibility of expropriation or confiscatory taxation
(in which a Series could lose its entire investment in a certain market), lim-
itations on the removal of moneys or other assets of a Series, political or
social instability or revolution, or diplomatic developments that could affect
investments in those coun-tries. In addition, it may be difficult to obtain
and enforce a judgment in a court outside the United States.
Some of the risks described in the preceding paragraph may be more severe
for investments in emerging or developing countries. By comparison with the
United States and other developed countries, emerging or developing countries
may have relatively unstable governments, economies based on a less diversi-
fied industrial base and securities markets that trade a smaller number of se-
curities. Companies in emerging markets may generally be smaller, less experi-
enced and more recently organized than many domestic companies. Prices of se-
curities traded in the securities markets of emerging or developing countries
tend to be volatile. Furthermore, foreign investors are subject to many re-
strictions in emerging or developing countries. These restrictions may re-
quire, among other things, governmental approval prior to making investments
or repatriating income or capital, or may impose limits on the amount or type
of securities held by foreigners or on the companies in which the foreigners
may invest.
11
<PAGE>
The economies of individual emerging countries may differ favorably or unfa-
vorably from the U.S. economy in such respects as growth of gross domestic
product, rates of inflation, currency depreciation, capital reinvestment, re-
source self-sufficiency and balance of payment position and may be based on a
substantially less diversified industrial base. Further, the economies of de-
veloping countries generally are heavily dependent upon international trade
and, accordingly, have been, and may continue to be, adversely affected by
trade barriers, exchange controls, managed adjustments in relative currency
values and other protectionist measures imposed or negotiated by the countries
with which they trade. These economies also have been, and may continue to be,
adversely affected by economic conditions in the countries with which they
trade.
FOREIGN CURRENCY RISK FACTORS. Investments in foreign securities will usu-
ally be denominated in foreign currency, and each Series may temporarily hold
funds in foreign currencies. The value of a Series' in-vestments denominated
in foreign currencies may be affected, favorably or unfavorably, by the rela-
tive strength of the U.S. dollar, changes in foreign currency and U.S. dollar
exchange rates and exchange control regulations. A Series may incur costs in
connection with conversions between various currencies. A Series' 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 divi-
dends 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 a Series. The rate of exchange between the U.S. dollar and other currencies
is determined by the forces of supply and demand in the foreign exchange mar-
kets (which in turn are affected by interest rates, trade flow and numerous
other factors, including, in some countries, local governmental intervention).
TECHNOLOGY INVESTMENT RISK FACTORS. The value of the Global Technology Fund
shares may be susceptible to factors affecting technology and technology-re-
lated industries and to greater risk and market fluctuation than an investment
in a fund that invests in a broader range of portfolio securities. As such,
the Global Technology Fund is not an appropriate investment for individuals
who require safety of principal or stable income from their investments. Tech-
nology and technology-related industries may be subject to greater governmen-
tal regulation than many other industries in certain countries; changes in
governmental policies and the need for regulatory approvals may have a mate-
rial adverse effect on these industries. Additionally, these companies may be
subject to risks of developing technologies, competitive pressures and other
factors and are dependent upon consumer and business acceptance as new tech-
nologies evolve. Securities of smaller, less experienced companies also may
involve greater risks, such as limited product lines, markets and financial or
managerial resources, and trading in such securities may be subject to more
abrupt price movements than trading in the securities of larger companies.
SMALLER COMPANY INVESTMENT RISK FACTORS. The Subadviser believes that
smaller companies generally have greater earnings and sales growth potential
than larger companies. However, investments in such companies may involve
greater risks, such as limited product lines, markets and financial or manage-
rial resources. Less frequently traded securities may be subject to more
abrupt price movements than securities of larger companies.
DERIVATIVES. Each series may invest in financial instruments commonly known
as "derivatives" only for hedging or investment purposes. A Series will not
invest in derivatives for speculative purposes, i.e., where the derivative in-
vestment exposes the Series 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
12
<PAGE>
other asset. A Series will not invest in a specific type of derivative without
prior approval from the Fund's Board of Directors, after consideration of,
among other things, how the derivative instrument serves the Series' invest-
ment objective, and the risk associated with the investment. The only types of
derivatives in which each Series is currently permitted to invest are stock
purchase rights and warrants, and, as described more fully below, forward cur-
rency exchange contracts and put options.
A Series may not invest in rights and warrants, if, at the time of acquisi-
tion, the investment in rights and warrants would exceed 5% of such Series'
net assets (valued at the lower of cost or market). In addition, no more than
2% of net assets of a Series 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 pur-
chased 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, each Series may enter into forward currency exchange contracts
(agreements to purchase or sell foreign currencies at a future date). A Series
will usually enter into these contracts to fix the U.S. dollar value of a se-
curity that it has agreed to buy or sell for the period between the date the
trade was entered into and the date the security is delivered and paid for. A
Series may also use these contracts to hedge the U.S. dollar value of securi-
ties it already owns. A Series may be required to cover certain forward cur-
rency contract positions by establishing a segregated account with its custo-
dian that will contain only liquid assets, such as U.S. Government securities
or other liquid high-grade debt obligations.
Although a Series will seek to benefit by using forward contracts, antici-
pated currency movements may not be accurately predicted and the Series may
therefore incur a gain or loss on a forward contract. A forward contract may
help reduce a Series' losses on securities denominated in foreign currency,
but it may also reduce the potential gain on the securities depending on
changes in the currency's value relative to the U.S. dollar or other curren-
cies.
OPTIONS TRANSACTIONS. Each Series may purchase put options on portfolio se-
curities in an attempt to hedge against a decrease in the price of a security
held by such Series. A Series will not purchase options for speculative pur-
poses. Purchasing a put option gives a Series 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 a Series 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 Series, 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 Objectives, Policies
and Risks" in the Statement of Additional Information.
BORROWING. Each Series may from time to time borrow money from banks for
temporary, extraordinary or emergency purposes and may invest the funds in ad-
ditional securities. Such borrowing will not exceed 5% of a Series' total as-
sets and will be made at prevailing interest rates.
LENDING OF PORTFOLIO SECURITIES. Each Series may lend its portfolio securi-
ties to brokers, dealers and other institutional investors in an amount not to
exceed 33 1/3% of a Series' total assets taken at market value, for which it
will receive collateral in cash or securities issued or guaranteed by the U.S.
Government to be maintained in an amount equal to at least 100% of the current
market value of the loaned securities. The lending of portfolio securities
could involve
13
<PAGE>
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 bor-
rower fails financially.
REPURCHASE AGREEMENTS. Each Series may enter into repurchase agreements with
commercial banks or broker/dealers under which the Series acquires a U.S. Gov-
ernment or a short-term money market instrument subject to resale at a mutu-
ally agreed-upon price and time. The resale price reflects an agreed upon in-
terest rate effective for the period the Series holds the instrument that is
unrelated to the interest rate on the instrument.
A Series' repurchase agreements will at all times be fully collateralized,
and the Series will make payment for such securities only upon physical deliv-
ery or evidence of book entry transfer to the account of its custodian. Repur-
chase agreements could involve certain risks in the event of bankruptcy or
other default of the seller, including possible delays and expenses in liqui-
dating the underlying security, decline in the value of the underlying secu-
rity and loss of interest.
ILLIQUID SECURITIES. Each Series may invest up to 15% of its net assets in
illiquid securities, including restricted securities (i.e., securities not
readily marketable without registration under the Securities Act of 1933 (the
"1933 Act")) and other securities that are not readily marketable, such as re-
purchase agreements of more than one week's duration. A Series may purchase
restricted securities that may be offered and sold only to "qualified institu-
tional buyers" under Rule 144A of the 1933 Act, and the Manager, acting pursu-
ant to procedures approved by the Fund's Board of Directors, may determine,
when appropriate, that specific Rule 144A securities are liquid and not sub-
ject to the 15% limitation on illiquid securities. Should this determination
be made, the Manager, acting pursuant to such procedures, will carefully moni-
tor the security (focusing on such factors, among others, as trading activity
and availability of information) to determine that the Rule 144A security con-
tinues to be liquid. It is not possible to predict with assurance exactly how
the market for Rule 144A securities will further evolve. This investment prac-
tice could have the effect of increasing the level of illiquidity in a Series,
if and to the extent that qualified institutional buyers become for a time un-
interested in purchasing Rule 144A securities.
SHORT SALES. Each Series may sell securities short "against-the-box." A
short sale "against-the-box" is a short sale in which a Series owns an equal
amount of the securities sold short or securities convertible into or ex-
changeable without payment of further consideration for securities of the same
issue as, and equal in amount to, the securities sold short.
TEMPORARY INVESTMENTS. When the Subadviser believes that market conditions
warrant a temporary defensive position, a Series may invest up to 100% of its
assets in short-term instruments such as commercial paper, bank certificates
of deposit, bankers' acceptances, or repurchase agreements for such securities
and securities of the U.S. Government and its agencies and instrumentalities,
as well as cash and cash equivalents denominated in foreign currencies. In-
vestments 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 govern-
ments. A Series' investments in commercial paper of U.S. issuers will be lim-
ited to (a) obligations rated Prime-1 by Moody's or A-1 by Standard & Poor's
or (b) unrated obligations issued by companies having an outstanding unsecured
debt issue currently rated A or better by Standard & Poor's. A description of
various commercial paper ratings and debt securities ratings appears in Appen-
dix A to the Statement of Additional Information. A Series' investments in
foreign short-term instruments will be limited to those that, in the opinion
of the Subadviser, equate generally to the standards established for U.S.
short-term instruments.
14
<PAGE>
Except as noted above, the foregoing investment policies are not fundamental
and the Board of Directors of the Fund may change such policies without the
vote of a majority of outstanding voting securities of a Series. A more de-
tailed description of each Series' investment policies, including a list of
those restrictions on each Series' investment activities which cannot be
changed without such a vote, appears in the Statement of Additional Informa-
tion. Under the 1940 Act, a "vote of a majority of the outstanding voting se-
curities" of a Series means the affirmative vote of the lesser of (1) more
than 50% of the outstanding shares of the Series, or (2) 67% or more of the
shares of the Series present at a shareholders' meeting, if more than 50% of
the outstanding shares of the Series are represented at the meeting in person
or by proxy.
MANAGEMENT SERVICES
THE MANAGER. The Board of Directors provides broad supervision over the af-
fairs of the Fund. Pursuant to a Management Agreement between J. & W. Seligman
& Co. Incorporated and the Fund, on behalf of each Series, the Manager admin-
isters the business and other affairs of the Fund. The address of the Manager
is 100 Park Avenue, New York, NY 10017.
The Manager also serves as manager of sixteen other investment companies
which, together with the Fund, comprise the "Seligman Group." The sixteen
other companies are: Seligman Capital Fund, Inc., Seligman Cash Management
Fund, Inc., Seligman Common Stock Fund, Inc., Seligman Communications and In-
formation 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 Se-
ries, Seligman Portfolios, Inc., Seligman Quality Municipal Fund, Inc., Selig-
man Select Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc., Selig-
man Tax-Exempt Series Trust and Tri-Continental Corporation. The aggregate as-
sets of the Seligman Group at February 29, 1996 were approximately $11.9 bil-
lion. The Manager also provides investment management or advice to individual
and institutional accounts having an aggregate value at February 29, 1996 of
approximately $3.9 billion.
Mr. William C. Morris is Chairman and President of the Manager and Chairman
of the Board and Chief Executive Officer of the Fund. Mr. Morris owns a ma-
jority of the outstanding voting securities of the Manager.
The Manager provides senior management for Seligman Data Corp., a wholly-
owned subsidiary of certain investment companies in the Seligman Group, which
performs, at cost, certain recordkeeping functions for the Fund, maintains the
records of shareholder accounts and furnishes dividend paying, redemption and
related services.
The Manager is entitled to receive a management fee, calculated daily and
payable monthly, equal to an annual rate of 1.00% of the average daily net as-
sets of the Series, of which .90% is paid to the Subadviser for services de-
scribed below. The management fee is higher than that of many domestic invest-
ment companies but is comparable to that of most international and global eq-
uity funds. During the fiscal year ended October 31, 1995, the Manager, at its
discretion, waived a portion of its fees from the International Fund. Each Se-
ries 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 insur-
ance costs.
The management fee paid by each Series and the total expenses for each Se-
ries' Class A and Class D shares, expressed as a percentage of average daily
net assets of that Series or Class, are presented in
15
<PAGE>
the following table for the fiscal year ended October 31, 1995.
<TABLE>
<CAPTION>
MANAGEMENT
FEE RATE
FOR THE
FISCAL EXPENSE
YEAR RATIOS FOR
ENDED THE FISCAL YEAR
SERIES 10/31/95 ENDED 10/31/95
------ ---------- ---------------
CLASS A CLASS D
------- -------
<S> <C> <C> <C>
International Fund 1.00% 1.69% 2.50%
Global Growth Opportunities Fund 1.00%* 1.94%* 2.69%*
Global Smaller
Companies Fund 1.00% 1.83% 2.61%
Global Technology Fund 1.00% 1.91% 2.66%
</TABLE>
- -------
* Annualized based on the period from 11/1/95 (commencement of operations)
through 1/31/96.
THE SUBADVISER. Seligman Henderson Co. serves as Subadviser to the Fund pur-
suant 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 Series' global investments in accor-
dance with each Series' investment objective, policies and restrictions.
The Subadviser was founded in 1991 as a joint venture between the Manager
and Henderson International, Inc., a controlled affiliate of Henderson Admin-
istration Group plc. The Subadviser, headquartered in New York, was created to
provide international and global investment management services to institu-
tional and individual investors and investment companies in the United States.
The Subadviser also currently serves as Subadviser to Seligman Capital Fund,
Inc., Seligman Common Stock Fund, Inc., Seligman Communications and Informa-
tion Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Se-
ligman Income Fund, Inc., the Seligman Henderson Global Portfolio and Seligman
Henderson Global Smaller Companies Portfolio of Seligman Portfolios, Inc. and
Tri-Continental Corporation. The address of the Subadviser is 100 Park Avenue,
New York, NY 10017.
PORTFOLIO MANAGERS. The Subadviser's Global Policy Group provides global in-
vestment policy, including country weightings, asset allocations and industry
sector guidelines, as appropriate for each Series. The Group also provides
overall policy with respect to identifying the global economic or social
trends which will serve as the focus around which investments will be made
with respect to the Global Growth Opportunities Fund.
The Chairman of the Group is Mr. Iain C. Clark, a Managing Director and
Chief Investment Officer of the Subadviser. Mr. Clark is responsible for the
day-to-day investment activities of the International Fund and the interna-
tional investments of the Global Smaller Companies Fund, including the selec-
tion of individual securities for purchase or sale. He has been a Director of
Henderson Administration Group plc since 1985.
Mr. Arsen Mrakovcic has responsibility for overseeing the domestic invest-
ments of the Global Smaller Companies Fund. Mr. Mrakovcic, a Managing Director
of the Manager since January 1996, joined the Manager in 1992 as a Portfolio
Assistant. He was appointed Co-Portfolio Manager of Seligman Frontier Fund
Inc. and Vice President, Investment Officer of the Manager on January 1, 1995.
He has been the sole Portfolio Manager of Seligman Frontier Fund, Inc. since
October 1, 1995.
The Manager's discussion of the International Fund's and the Global Smaller
Companies Fund's performance as well as line graphs illustrating comparative
performance information between the International Fund and the Morgan Stanley
Capital International Europe-Australia-Far East Index, and between the Global
Smaller Companies Fund and the Lipper Global Small Company Fund Average and
the Morgan Stanley Capital International World Index are included in the
Fund's Fiscal 1995 Annual Report to shareholders.
Messrs. Loris D. Muzzatti and Nitin Mehta have responsibility for directing
and overseeing the Global Growth Opportunities Fund's domestic and interna-
tional investments, respectively.
16
<PAGE>
Mr. Muzzatti, a Managing Director of the Manager since January 1991, joined
the Manager in 1985. He is also Vice President and Portfolio Manager of Selig-
man Capital Fund, Inc.; Portfolio Manager of
Seligman Growth Fund, Inc.; and Vice President of Seligman Portfolios, Inc.
and Portfolio Manager of its Seligman Capital Portfolio. Mr. Muzzatti also
manages a portion of the Manager's institutional accounts.
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 Feb-
ruary 1993 to May 1993 he was a consultant with International Finance Corpora-
tion. From 1986 through 1992, he was Head of Equity Investments at Shearson
Lehman Global Asset Management.
The Manager's discussion of the Global Growth Opportunities Fund's perfor-
mance as well as a line graph illustrating comparative performance information
between the Global Growth Opportunities Fund and appropriate broad-based indi-
ces will be included in the Fund's next Annual Report to shareholders.
Mr. Paul H. Wick and Mr. Brian Ashford-Russell have responsibility for di-
recting and overseeing the domestic and international investments, respective-
ly, of the Global Technology Fund, including the selection of individual secu-
rities for purchase or sale.
Mr. Wick, a Managing Director of the Manager since January 1995, joined the
Manager in 1987 as an Associate, Investment Research, and from April 1989 to
December 1989 was co-manager of Seligman High-Yield Bond Series. He has been
Vice President and Portfolio Manager of Seligman Communications and Informa-
tion Fund, Inc. since January 1990 and December 1989, respectively. Previous-
ly, Mr. Wick was Vice President and Portfolio Manager of Seligman Frontier
Fund, Inc.
Mr. Ashford-Russell has been a Portfolio Manager with Henderson Administra-
tion Group plc since February 1993. He was previously a Portfolio Manager with
Touche Remnant & Co.
The Manager's discussion of the Global Technology Fund's performance as well
as a line graph illustrating comparative performance information between the
Global Technology Fund, the Lipper Global Fund Average and the Morgan Stanley
Capital International World Index are included in the Fund's Fiscal 1995 An-
nual Report to shareholders.
PORTFOLIO TRANSACTIONS. The Management Agreement and Subadvisory Agreement
each recognize that in the purchase and sale of portfolio securities, the Man-
ager and the Subadviser will seek the most favorable price and execution and,
consistent with that policy, may give consideration to the research, statisti-
cal and other services furnished by brokers or dealers to the Manager and the
Subadviser. The use of brokers who provide investment and market research and
securities and economic analysis may result in higher brokerage charges than
the use of brokers selected on the basis of the most favorable brokerage com-
mission 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 Series. 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 of the Fund may determine, the Man-
ager and the Subadviser may consider sales of shares of the Series 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 bro-
kers or dealers to execute portfolio transactions for the Series.
PORTFOLIO TURNOVER. A change in securities held by a Series is known as
"portfolio turnover", which may result in the payment by such Series of dealer
spreads or underwriting commissions and other transactions costs on the sale
of securities as well as on
17
<PAGE>
the reinvestment of the proceeds in other securities. Although it is the pol-
icy of each Series to hold securities for investment, changes will be made
from time to time when the Subadviser believes such changes will strengthen a
Series' portfolio. The portfolio turnover of any Series is not expected to ex-
ceed 100%.
PURCHASE OF SHARES
Seligman Financial Services, Inc. ("SFSI"), an affiliate of the Manager,
acts as general distributor of the Series' shares. Its address is 100 Park Av-
enue, New York, NY 10017.
Each Series issues three classes of shares: Class A shares are sold to in-
vestors choosing the initial sales load alternative; Class B shares are sold
to investors choosing to pay no initial sales load, a higher distribution fee
and a CDSL with respect to redemptions within six years of purchase and who
desire shares to convert automatically to Class A shares after eight years;
and Class D shares are sold to investors choosing no initial sales load, a
higher distribution fee and a CDSL on redemptions within one year of purchase.
See "Alternative Distribution System" above.
Shares of the Series may be purchased through any authorized investment
dealer. All orders will be executed at the net asset value per share next com-
puted after receipt of the purchase order plus, in the case of Class A shares,
a sales load which, except for shares purchased under one of the reduced sales
load plans, will vary with the size of the purchase as shown in the schedule
under "Class A Shares--Initial Sales Load" below.
THE MINIMUM AMOUNT FOR INITIAL INVESTMENT IN A SERIES IS $1,000; SUBSEQUENT
INVESTMENTS MUST BE IN THE MINIMUM AMOUNT OF $100 FOR EACH SERIES (EXCEPT FOR
INVESTMENT OF DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS). THE FUND RESERVES THE
RIGHT TO RETURN INVESTMENTS THAT DO NOT SATISFY THESE MINIMUMS. EXCEPTIONS TO
THESE MINIMUMS ARE AVAILABLE FOR ACCOUNTS ESTABLISHED CONCURRENTLY WITH THE
INVEST-A-CHECK(R) SERVICE OR THE SELIGMAN TIME HORIZON MATRIX SM.
No purchase order may be placed for Class B shares for an amount $250,000 or
more; or for Class D shares for an amount of $4,000,000 or more.
Orders received by an authorized dealer before the close of business on the
New York Stock Exchange ("NYSE") (normally, 4:00 p.m. Eastern time) and ac-
cepted by SFSI before the close of business (5:00 p.m. Eastern time) on the
same day will be executed at the Series' net asset value determined as of the
close of the NYSE on that day plus, in the case of Class A shares, the appli-
cable sales load. Orders accepted by dealers after the close of the NYSE, or
received by SFSI after the close of business, will be executed at the Series'
net asset value as next determined plus, in the case of Class A shares, the
applicable sales load. The authorized dealer through which a shareholder pur-
chases shares is responsible for forwarding the order to SFSI promptly.
Payment for dealer purchases may be made by check or by wire. To wire pay-
ments, dealer orders must first be placed through SFSI's order desk and as-
signed a purchase confirmation number. Funds in payment of the purchase may
then be wired to Mellon Bank, N.A., ABA #043000261, A/C (Name of Series) (A, B
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 spe-
cific wire instructions. Although the Fund makes no charge for this service,
the transmitting bank may impose a wire service fee.
Current shareholders may purchase additional shares at any time through any
authorized dealer or by sending a check payable to "Seligman Group of Funds"
directly to SELIGMAN DATA CORP., 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 be accompanied by an investment slip (provided on the bottom of
shareholder account statements) and include the shareholder's name, address,
account number, Series name, and
18
<PAGE>
class of shares (A, B or D). If a shareholder does not provide the required
information, Seligman Data Corp. will seek further clarification and may be
forced to return the check to the shareholder. Orders sent directly to Selig-
man Data Corp. will be executed at such Series' net asset value next deter-
mined after the order is accepted plus, in the case of Class A shares, the ap-
plicable sales load.
Seligman Data Corp. will charge a $10.00 service fee for checks returned to
it as uncollectible. This fee may be deducted from the shareholder's account.
For the protection of the Fund and its shareholders, no redemption proceeds
will be remitted to a shareholder 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 the shares to the shareholder's
account.
VALUATION. The net asset value of a Series' shares is determined as of the
close of trading on the NYSE (normally, 4:00 p.m. Eastern time) each day. Net
asset value is calculated separately for each class of shares of a Series.
Securities traded on a foreign exchange or over-the-counter market are valued
at the last sales price on the primary exchange or market on which they are
traded. United Kingdom securities and securities for which there are no recent
sales transactions are valued based on quotations provided by primary market
makers in such securities. Any securities for which recent market quotations
are not readily available are valued at fair value determined in accordance
with procedures approved by the Fund's 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 amor-
tized cost value does not represent fair market value.
Although the legal rights of the Class A, Class B and Class D shares of each
Series are substantially identical, the different expenses borne by each class
will result in different net asset values and dividends. The net asset value
of Class B and Class D shares will generally be lower than the net asset value
of Class A shares as a result of the higher distribution fee charged to Class
B and Class D shares. In addition, net asset value per share of the three
classes will be affected to the extent any other expenses differ among clas-
ses.
CLASS A SHARES--INITIAL SALES LOAD. Class A shares of each Series are sub-
ject 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
<TABLE>
<CAPTION>
SALES LOAD AS A
PERCENTAGE OF REGULAR
---------------------------------------- DEALER
NET AMOUNT DISCOUNT
INVESTED AS A % OF
OFFERING (NET ASSET OFFERING
AMOUNT OF PURCHASE PRICE VALUE) PRICE
------------------ -------- ---------- ---------
<S> <C> <C> <C>
Less than $ 50,000 4.75% 4.99% 4.25%
$ 50,000- 99,999 4.00 4.17 3.50
100,000- 249,999 3.50 3.63 3.00
250,000- 499,999 2.50 2.56 2.25
500,000- 999,999 2.00 2.04 1.75
1,000,000- 3,999,999 1.00 1.01 .90
4,000,000 or more* 0 0 0
</TABLE>
-------
* Dealers will receive a fee of
.15% on sales made without a
sales load.
SFSI shall pay broker/dealers, from its own resources, an additional fee in
respect of certain investments in Class A shares of the Seligman Mutual Funds
by an "eligible employee benefit plan" (as defined below under "Special Pro-
grams") which are attributable to the particular broker/dealer. The shares el-
igible for the fee are those on which an initial front-end sales load was not
paid because either (i) the participating eligible employee benefit plan has
at least $1 million invested in the Seligman Mutual Funds or (ii) the partici-
pating employer has at least 50
19
<PAGE>
eligible employees to whom such plan is made available. The fee, which is paid
monthly, is a percentage of the average daily net asset value of eligible
shares based on the length of time the shares have been invested in a Seligman
Mutual Fund, as follows: for shares held up to 1 year, .50% per annum; for
shares held more than 1 year up to 2 years, .25% per annum; for shares held
from 2 years up to 5 years, .10% per annum; and nothing thereafter.
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 aggregated with purchases made on behalf of any
other fiduciary or individual account.
. VOLUME DISCOUNTS are provided if the total amount being invested in Class A
shares of a Series of the Fund alone, or in any combination of shares of the
Seligman Mutual Funds that are sold with a front-end sales load, reaches lev-
els indicated in the above sales load schedule.
. THE RIGHT OF ACCUMULATION allows an investor to combine the amount being in-
vested in shares of the other Seligman Mutual Funds sold with a front-end
sales load with the total net asset value of shares of those Seligman Mutual
Funds already owned that were sold with a front-end 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 front-end 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 that the investor has existing
accounts when making investments or opening new accounts.
. A LETTER OF INTENT allows an investor to purchase Class A shares over a 13-
month period at reduced sales loads, based upon the total amount the investor
intends to purchase plus the total net asset value of shares of the other Se-
ligman Mutual Funds already owned that were sold with a front-end 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 Selig-
man Mutual Fund on which there was a front-end sales load. An investor or a
dealer purchasing shares on behalf of an investor must indicate that the in-
vestor has existing accounts when making investments or opening new accounts.
For more information concerning terms of Letters of Intent, see "Terms and
Conditions" on page 35.
SPECIAL PROGRAMS. Each Series may sell Class A shares at net asset value to
present and retired directors, trustees, officers, employees and their spouses
(and family members of the foregoing) of the Fund, the other investment compa-
nies in the Seligman Group, the Manager and other companies affiliated with
the Manager. Family members are defined to include lineal descendants and lin-
eal ancestors, siblings (and their spouses and children) and any company or
organization controlled by any of the foregoing. 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
20
<PAGE>
and employees (and their spouses and minor children) of any dealer that has a
sales agreement with SFSI; to shareholders of mutual funds with objectives and
policies similar to a Series who purchase shares of that Series with redemp-
tion 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 institu-
tions or broker/dealers that charge account management fees, provided the Man-
ager 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, mem-
bers 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 Mutual Funds or (ii) of employers who have
at least 50 eligible employees to whom such plan is made available and, re-
gardless of the number of employees, if such plan is established and main-
tained by any dealer that has a sales agreement with SFSI. "Eligible employee
benefit plans" 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.
Section 403(b) plans sponsored by public educational institutions are not
eligible for net asset value purchases based on the aggregate investment made
by the plan or number of eligible employees. Participants in such plans are
eligible for reduced sales loads based solely on their individual investments.
CLASS B SHARES. Class B shares are sold without an initial sales load but
are subject to a CDSL if the shares are redeemed within six years of purchase
at rates set forth in the table below, charged as a percentage of the current
net asset value or the original purchase, whichever is less.
<TABLE>
<CAPTION>
YEARS SINCE PURCHASE CDSL
- -------------------- ----
<S> <C>
less than 1 year........................................................... 5%
1 year or more but less than 2 years....................................... 4%
2 years or more but less than 3 years...................................... 3%
3 years or more but less than 4 years...................................... 3%
4 years or more but less than 5 years...................................... 2%
5 years or more but less than 6 years...................................... 1%
6 years or more............................................................ 0%
</TABLE>
Class B shares are also subject to an annual distribution fee of up to .75%
and an annual service fee of up to .25% of the average daily net asset value
of the Class B shares. SFSI will make a 4% payment to dealers in respect of
purchases of Class B shares. Approximately eight years after purchase, Class B
shares will convert automatically to Class A shares, which are subject to an
annual service fee of .25% but no distribution fee. Shares purchased through
reinvestment of dividends and distributions on Class B shares also will con-
vert automatically to Class A shares along with the underlying shares on which
they were earned. Conversion occurs at the end of the month which precedes the
eighth anniversary of the purchase date. If Class B shares of a Series are ex-
changed for Class B shares of another Seligman Mutual Fund, the conversion pe-
riod applicable to the Class B shares acquired in the exchange will apply, and
the holding period of the shares exchanged will be tacked onto the holding pe-
riod of the shares acquired. Class B shareholders of a Series exercising the
exchange privilege will continue to be subject to such Series' CDSL schedule
if such schedule is higher or longer than the CDSL schedule relating to the
new Class B shares. In addition, Class B shares of a Series acquired by ex-
change will be subject to such Series' CDSL schedule if such schedule is
higher or longer than the CDSL schedule relating to the Class B shares of the
fund from which the exchange has been made.
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% and an annual service
21
<PAGE>
fee of up to .25%, 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. SFSI will make a 1% payment to dealers in respect of purchases of
Class D shares. Unlike Class B shares, Class D shares do not automatically
convert to Class A shares after eight years.
CONTINGENT DEFERRED SALES LOAD. A CDSL will be imposed on any redemption of
Class B or Class D shares which were purchased during the preceding six years
(for Class B shares) or twelve months (for Class D shares); however, no CDSL
will be imposed on shares acquired through the investment of dividends or dis-
tributions from any Class B or Class D shares of mutual funds within the Se-
ligman Group. The amount of any CDSL will initially be used by SFSI to defray
the expense of the payment of 4% (in the case of Class B shares) or 1% (in the
case of Class D shares) made by it to Service Organizations (as defined under
"Administration, Shareholder Seniors And Distribution Plans") at the time of
sale.
To minimize the application of a CDSL to a redemption, shares acquired pur-
suant to the investment of dividends and distributions (which are not subject
to a CDSL) will be redeemed first; followed by shares purchased at least six
years prior to redemption (in the case of Class B shares) or one year prior to
redemption (in the case of Class D shares). Shares held for the longest period
of time within the applicable period will then be redeemed. Additionally, for
those shares determined to be subject to a CDSL, the CDSL will be assessed on
the current net asset value or original purchase price, whichever is less.
For example, assume an investor purchased 100 Class D shares in January at a
price of $10.00 per share. During the first year, 5 additional Class D shares
were acquired through investment of dividends and distributions. In January of
the following year, an additional 50 Class D shares were 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 Class D shares with a to-tal
value of $1,898.75 ($12.25 per share). The CDSL for this transaction would be
calculated as follows:
<TABLE>
<S> <C>
Total shares to be redeemed
(122.449 @ $12.25) as follows:...................................... $1,500.00
=========
Dividend/Distribution shares
(5 @ $12.25)........................................................ $ 61.25
Shares held more than 1 year
(100 @ $12.25)...................................................... 1,225.00
Shares held less than 1 year subject
to CDSL (17.449 @ $12.25)........................................... 213.75
---------
Gross proceeds of redemption........................................ $1,500.00
Less CDSL (17.449 shares @ $12.00 =
$209.39 x 1% = $2.09).............................................. (2.09)
---------
Net proceeds of redemption.......................................... $1,497.91
=========
</TABLE>
For federal income tax purposes, the amount of the CDSL will reduce the gain
or increase the loss, as the case may be, on the amount recognized on the re-
demption of shares.
The CDSL will be waived or reduced in the following instances:
(a) on redemption following the death or disability of a shareholder, as de-
fined in section 72(m)(7) of the Internal Revenue Code of 1986, as amended
(the "Code"); (b) in connection with (i) distributions from retirement plans
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) dis-
tributions from a custodial account under section 403(b)(7) of the Code or an
individual retirement account ("IRA") due to death, disability, or attainment
of age 59 1/2, and (iii) a tax-free return of an excess contribution to an
IRA; (c) in whole or in part, in connection with shares sold to current and
retired 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 au-
tomatic cash with-
22
<PAGE>
drawal service; and (f) in connection with the redemption of Class D shares of
a Series if such Series is combined with another mutual fund in the Seligman
Group, or another similar reorganization transaction.
If, with respect to a redemption of any Class B or 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 payment or a portion of the payment made by SFSI at the time of
sale of such shares.
SFSI may from time to time assist dealers by, among other things, providing
sales literature to, and holding informational programs for the benefit of,
dealers' registered representatives. Dealers may limit the participation of
registered representatives in such informational programs by means of sales
incentive programs which may require the sale of minimum dollar amounts of
shares of the Seligman Mutual Funds. SFSI may from time to time pay a bonus or
other incentive to dealers that sell shares of the Seligman Mutual Funds. In
some instances, these bonuses or incentives may be offered only to certain
dealers which employ registered representatives who have sold or may sell a
significant amount of shares of the Fund and/or certain other mutual 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 representa-
tives 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 par-
ticipating dealers and shall be consistent with the Rules of the National As-
sociation of Securities Dealers, Inc. as then in effect.
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 Series shares, (ii) exchange of
Series shares for shares of the same class 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 services.
For investors who purchase shares through a broker/dealer: Telephone serv-
ices 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 ex-
changes or address changes.
For accounts registered as trusts (unless the trustee and sole beneficiary
are the same person), corporations or group retirement plans: Telephone re-
demptions are not permitted. Additionally, group retirement plans are not per-
mitted to change a dividend or gain distribution option.
All Seligman Mutual Fund accounts with the same account number (i.e., regis-
tered exactly the same) as an existing account, including any new Seligman Mu-
tual 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.
23
<PAGE>
For accounts registered jointly (such as joint tenancies, tenants in common
and community property registrations), each owner, by accepting or requesting
telephone 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 via telephone.
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 the request being proc-
essed at a later time than if a telephone transaction had been used, and a Se-
ries' net asset value may fluctuate during such periods.
The Fund and Seligman Data Corp. will employ reasonable procedures to con-
firm that instructions communicated by telephone are genuine. These will in-
clude: recording all telephone calls requesting account activity, requiring
that the caller provide certain requested personal and/or account information
at the time of the call for the purpose of establishing the caller's identity,
and sending a written confirmation of redemptions, exchanges or address
changes to the address of record each time activity is initiated by telephone.
As long as the Fund and Seligman Data Corp. follow instructions communicated
by telephone that were reasonably believed to be genuine at the time of their
receipt, neither they nor any of their affiliates will be liable for any loss
to the shareholder caused by an unauthorized transaction. In any instance
where the Fund or Seligman Data Corp. is not reasonably satisfied that in-
structions 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, the Fund or Seligman Data Corp. may be liable for any losses due to un-
authorized or fraudulent instructions. Telephone transactions 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.
Shareholders, of course, may refuse or cancel telephone services. Telephone
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 SHARE-
HOLDER. Written acknowledgment of termination of telephone services will be
sent to the shareholder at the address of record.
REDEMPTION OF SHARES
A shareholder may redeem shares held in book credit form without charge (ex-
cept a CDSL, if applicable) at any time by SENDING A WRITTEN REQUEST to
Seligman Data Corp., 100 Park Avenue, New York, NY 10017. The redemption re-
quest must be signed by all persons in whose name the shares are registered. A
shareholder may redeem shares that are not in book credit form by surrendering
certificates in proper form to the same address. Certificates should be sent
by registered mail. Share certificates must be endorsed for transfer or accom-
panied by an endorsed stock power signed by all shareowners exactly as their
name(s) appear(s) on the account registration. The shareholder's letter of in-
struction or endorsed stock power should specify the Series name, account num-
ber, class of shares (A, B or D) and the number of shares or dollar amount to
be redeemed. The Fund cannot accept conditional redemption requests. If the
redemption proceeds are (i) $50,000 or more, (ii) to be paid to someone other
than the shareholder of record (regardless of the amount) or (iii) to be
mailed to other than the address of record (regardless of the amount), the
signature(s) of the shareholder(s) must be guaranteed by an eligible financial
institution including, but not limited to, the following: banks, trust compa-
nies, credit unions, securities brokers and deal-
24
<PAGE>
ers, 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. Nota-
rization by a notary public is not an acceptable signature guarantee. ADDI-
TIONAL 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 REQUIRE-
MENTS, 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 B shares redeemed
after six years and Class D shares redeemed after one year, a shareholder will
receive the net asset value per share next determined after receipt of a re-
quest in good order. If Class B shares are redeemed within six years of pur-
chase, a shareholder will receive the net asset value per share next deter-
mined after receipt of a request in good order less the applicable CDSL as de-
scribed under "Purchase of Shares--Class B Shares" above. 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 or-
der, less a CDSL of 1% as described under "Purchase Of Shares--Class D Shares"
above.
A shareholder may "sell" shares to the Fund through an investment dealer
and, in that way, be certain, providing the order is timely, of receiving the
net asset value established at the end of the day on which the dealer is given
the repurchase order (less any applicable CDSL in the case of Class D shares).
The Fund makes no charge for this transaction, but the dealer may charge a
service fee. "Sell" or repurchase orders received from an authorized dealer
before the close of the NYSE and received by SFSI, the repurchase agent, be-
fore 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, less any
applicable CDSL. 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, less any applicable CDSL. 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 per account. Telephone re-
demption requests received by Seligman Data Corp. at (800) 221-2450 between
8:30 a.m. and 4:00 p.m. Eastern time, on any business day will be processed as
of the close of business on that day. Redemption requests by telephone will
not be accepted within 30 days following an address change. Keogh Plans, IRAs
or other retirement plans are not eligible for telephone redemptions. The Fund
reserves the right to suspend or terminate its telephone redemption service at
any time without notice.
For more information about telephone redemptions, and the circumstances un-
der 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 reg-
istered owners on the account. With respect to shares repurchased by the Fund,
a check for the proceeds will be sent to the investment dealer within seven
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
25
<PAGE>
by check (unless certified) until the Fund receives notice that the check has
cleared, which may be up to 15 days from the credit of such shares to the
shareholder's account. The proceeds of a redemption or repurchase may be more
or less than the shareholder's cost.
The Fund reserves the right to redeem shares owned by a shareholder whose
investment in a Series has a value of less than a minimum specified by the
Fund's Board of Directors, which is presently $500. Shareholders would be sent
a notice before such redemption is processed stating that the value of their
investment in a Series is less than the specified minimum and that they have
sixty days to make an additional investment.
REINSTATEMENT PRIVILEGE. If a shareholder redeems Class A shares and then
decides to reinvest them, or to shift the investment to another Series of the
Fund or 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 Series or in shares of any of the other Se-
ligman Mutual Funds. If a shareholder redeems Class B or Class D shares and
the redemption was subject to a CDSL, the shareholder may reinstate the in-
vestment in shares of the same class of the Series or of any of the other Se-
ligman Mutual Funds within 120 calendar days of the date of redemption and re-
ceive 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 pur-
chase is 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 fed-
eral income tax status of any capital gain realized on a sale of a Series'
shares, but to the extent that any shares are sold at a loss and the proceeds
are reinvested in shares of the same Series, some or all of the loss will not
be allowed as a deduction, depending upon the percentage of the proceeds rein-
vested.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLANS
Under each Series' Administration, Shareholder Services and Distribution
Plan (the "Plans"), each Series may pay to SFSI an administration, shareholder
services and distribution fee in respect of each Series' Class A, Class B and
Class D shares. Payments under the Plans may include, but are not limited to:
(i) compensation to securities dealers and other organizations ("Service Orga-
nizations") for providing distribution assistance with respect to assets in-
vested in a Series, (ii) compensation to Service Organizations for providing
administration, accounting and other shareholder services with respect to Se-
ries' shareholders, and (iii) otherwise promoting the sale of shares of each
Series, including paying for the preparation of advertising and sales litera-
ture and the printing and distribution of such promotional materials and pro-
spectuses to prospective investors and defraying SFSI's costs incurred in con-
nection with its marketing efforts with respect to shares of the Series. The
Manager, in its sole discretion, may also make similar payments to SFSI from
its own resources which may include the management fee that the Manager re-
ceives from each Series.
Under the Plans, each Series reimburses SFSI for its expenses with respect
to Class A shares at an annual rate of up to .25% of the average daily net as-
set value of such Series' Class A shares. It is expected that the proceeds
from the fee in respect of Class A shares will be used primarily to compensate
Service Organizations which enter into agreements with SFSI. Such Service Or-
ganizations will receive from SFSI a continuing fee of up to .25%, on an an-
nual basis, payable quarterly, of the average daily net assets of a Series'
Class A shares attributable to the
26
<PAGE>
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 Fund.
Under the Plans, each Series reimburses SFSI for its expenses with respect
to Class B and Class D shares at an annual rate of up to 1% of the respective
average daily net asset value of such Series' Class B and Class D shares. Pro-
ceeds from a Series' Class B and Class D distribution fees will be used pri-
marily to compensate Service Organizations for administration, shareholder
services and distribution assistance (including a continuing fee of up to
.25%, on an annual basis, of the average daily net asset value of a Series'
Class B and 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 payment of 4%
(in the case of Class B shares) or 1% (in the case of Class D shares) made by
it to Service Organizations at the time of the sale. The amounts expended by
SFSI in any one year upon the initial purchase of Class B and Class D shares
may exceed the amounts received by it from the Plan payments retained. Ex-
penses of administration, shareholder services and distribution of a Series'
Class B and Class D shares in one fiscal year may be paid from a Series' Class
B and Class D Plan fees, respectively, received in any other fiscal year.
The Plan as it relates to the Class A and Class D shares of the Interna-
tional Fund was first approved by the Fund's Board of Directors on July 15,
1993 and by the shareholders of the International Fund on September 21, 1993.
The Plan as it relates to the Class A and Class D shares of the Global Growth
Opportunities Fund was approved by the Fund's Board of Directors on September
21, 1995 and by the sole shareholder of the Global Growth Opportunities Fund
on October 30, 1995. The Plan as it relates to the Class A and Class D shares
of the Global Smaller Companies Fund was first approved by the Fund's Board of
Directors on July 16, 1992 and by the shareholders of the Global Smaller Com-
panies Fund on May 20, 1993. The Plan as it relates to the Class A and Class D
shares of the Global Technology Fund was first approved by the Directors on
March 17, 1994 and by the sole shareholder of the Global Technology Fund on
May 20, 1994. The Plan as it relates to Class B shares was approved by the Di-
rectors of the Fund on March 21, 1996. The Plans are reviewed by the Directors
annually. The total amounts paid for the fiscal year ended October 31, 1995 in
respect of each Series' Class A and Class D shares' average daily net assets
pursuant to the Plans were as follows:
<TABLE>
<CAPTION>
% OF
AVERAGE
NET ASSETS
---------------
SERIES CLASS A CLASS D
------ ------- -------
<S> <C> <C>
International Fund .11% 1.00%
Global Growth
Opportunities Fund .25%* 1.00%*
Global Smaller
Companies Fund .22% 1.00%
Global Technology Fund .24% 1.00%
</TABLE>
- -------
*Annualized based on the period from 11/1/95 (commencement of operations)
through 1/31/96.
Seligman Services, Inc. ("SSI"), an affiliate of the Manager, is a limited
purpose broker/dealer. SSI acts as a broker/dealer of record for most share-
holder accounts that do not have a designated broker/dealer of record, includ-
ing all such shareholder accounts established after April 1, 1995, and re-
ceives compensation for providing personal service and account maintenance to
such accounts of record.
EXCHANGE PRIVILEGE
A shareholder may, without charge, exchange at net asset value any part or
all of an investment in a Series for shares of another Series or 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.
27
<PAGE>
Class A, Class B and Class D shares may be exchanged only for Class A, Class
B and Class D shares, respectively, of another Seligman Mutual Fund on the ba-
sis of relative net asset value.
If Class B or Class D shares that are subject to a CDSL are exchanged for
Class B or Class D shares, respectively, of another Seligman Mutual Fund, then
for purposes of assessing the CDSL payable upon disposition of the exchanged
Class B or Class D shares, the applicable holding period shall be reduced by
the holding period of the original Class B or Class D shares.
Class B shareholders of the Fund exercising the exchange privilege will con-
tinue to be subject to the Series' CDSL schedule if such schedule is higher or
longer than the CDSL schedule relating to the new Class B shares. In addition,
Class B shares of the Series acquired through use of the exchange privilege
will be subject to the Series' CDSL schedule if such schedule is higher or
longer than the CDSL schedule relating to the Class B shares of the Fund from
which the exchange has been made.
Aside from the Series described in this Prospectus, the Seligman Mutual
Funds available under the Exchange Privilege are:
. SELIGMAN CAPITAL FUND, INC. seeks aggressive capital appreciation. Current
income is not an objective.
. SELIGMAN CASH MANAGEMENT FUND, INC. invests in high-quality money market in-
struments. Shares are sold at net asset value.
. SELIGMAN COMMON STOCK FUND, INC. seeks favorable current income and long-
term growth of both income and capital value without exposing capital to undue
risk.
. SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC. invests in shares of com-
panies in the communications, information and related industries to produce
capital gain. Income is not an objective.
. SELIGMAN FRONTIER FUND, INC. seeks to produce growth in capital value, in-
come may be considered but will only be incidental to the fund's investment
objective.
. SELIGMAN GROWTH FUND, INC. seeks longer-term growth in capital value and an
increase in future income.
. SELIGMAN HIGH INCOME FUND SERIES seeks high current income by investing in
debt securities. The Fund consists of the U.S. Government Securities Series
(which does not currently offer Class B shares) and the High-Yield Bond Se-
ries.
. SELIGMAN INCOME FUND, INC. seeks high current income and the possibility of
improvement of future income and capital value.
. SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC. invests in investment grade New
Jersey tax-exempt securities. (Does not currently offer Class B shares.)
. SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES invests in investment grade
Pennsylvania tax-exempt securities. (Does not currently offer Class B shares.)
. SELIGMAN TAX-EXEMPT FUND SERIES, INC. consists of several State Series and a
National Series. The National Tax-Exempt Series seeks to provide maximum in-
come exempt from Federal income taxes; individual state series, each seeking
to maximize income exempt from Federal income taxes and from personal income
taxes in designated states, are available for Colorado, Georgia, Louisiana,
Maryland, Massachusetts, Michigan, Minnesota, Missouri, New York, Ohio, Oregon
and South Carolina. (Does not currently offer Class B shares.)
. SELIGMAN TAX-EXEMPT SERIES TRUST includes the California Tax-Exempt Quality
Series, the California
28
<PAGE>
Tax-Exempt High-Yield Series, the Florida Tax-Exempt Series and the North Car-
olina Tax-Exempt Series, each of which invests in tax-exempt securities of its
designated state. (Does not offer Class B shares.)
All permitted exchanges will be based on the net asset values of the respec-
tive funds determined at the close of the NYSE on that day. Telephone requests
for exchanges must be received between 8:30 a.m. and 4:00 p.m. Eastern 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 ac-
count 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 mutual fund into which
the exchange is being made. The method of receiving distributions, unless oth-
erwise indicated, will be carried over to the new fund account, as will tele-
phone 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 ex-
change 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 ex-
changed in proper form.
The Exchange Privilege via mail is generally applicable to investments in
group retirement plans, although some restrictions may apply. The terms of the
exchange offer described herein may be modified at any time; and not all of
the mutual funds in the Seligman Group are available to residents of all
states. Before making any exchange, a shareholder should contact an authorized
investment dealer or Seligman Data Corp. to obtain prospectuses of any of the
Seligman Mutual Funds.
A broker/dealer representative of record will be able to effect exchanges on
behalf of a shareholder only if the shareholder has telephone services or if
the broker/dealer has entered into a Telephone Exchange Agreement with SFSI
wherein the broker/dealer must agree to indemnify SFSI and the Seligman Mutual
Funds from any loss or liability incurred as a result of the acceptance of
telephone exchange orders.
Written confirmation of all exchanges will be forwarded to the shareholder
to whom the exchanged shares are registered and a duplicate confirmation will
be sent to the dealer of record listed on the account. SFSI reserves the right
to reject any telephone exchange request. Any rejected telephone exchange or-
der may be processed by mail. For more information about telephone exchange
privileges, 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 SERIES
Because excessive trading (including short-term, "market timing" trading)
can hurt a Series' performance, the Fund, on behalf of a Series, 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 Series' net as-
sets. The Fund may also refuse any exchange or purchase order from any share-
holder 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, includ-
ing those with the same taxpayer ID number and those administered so as to re-
deem or purchase shares based upon certain
29
<PAGE>
predetermined market indicators, will be considered one account for this pur-
pose. Additionally, the Fund reserves the right to refuse any order for the
purchase of shares.
DIVIDENDS AND DISTRIBUTIONS
Dividends payable from each Series' net investment income are distributed at
least annually. Payments vary in amount depending on income received from
portfolio securities and the cost of operations. Each Series distributes sub-
stantially 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 de-
clared 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. Cash divi-
dends and gain distributions are paid by check. If the payment option you pre-
fer is not listed, contact Seligman Data Corp. at (800) 221-2450 to request
information on other available options. 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 distribu-
tions will be credited to shareholder accounts in additional shares. Shares
acquired through a dividend or gain distribution and credited to a sharehold-
er's account are not subject to an initial sales load or a CDSL. Dividends and
gain distributions paid in shares are invested on the payable date using the
net asset value of 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 6:00 p.m.
Eastern time, by either the shareholder or the broker/dealer of record on the
account. For information about telephone services, see "Telephone Transac-
tions." 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 B and Class D
shares will be lower than the per share dividends on Class A shares as a re-
sult of the higher distribution fees applicable with respect to Class B and
Class D shares. Per share dividends of the three classes may also differ as a
result of differing class expenses. Distributions of net capital gains, if
any, will be paid in the same amount for Class A, Class B and Class D shares.
See "Purchase Of Shares--Valuation."
Shareholders exchanging shares of a mutual fund for shares of another mutual
fund in the Seligman Group 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 pay-
able will be paid in cash regardless of the existing election.
FEDERAL INCOME TAXES
Each Series intends to continue to qualify as a regulated investment company
under the Code. For each year so qualified, each Series will not be subject to
Federal income taxes on its net investment income and capital gains, if any,
realized during any taxable year, which it distributes to its shareholders,
provided that at least 90% of its net investment income and net short-term
capital gains are distributed to shareholders each year.
Dividends from net investment income and distributions from net short-term
capital gains are taxable as ordinary income to the shareholders, whether re-
ceived in cash or reinvested in additional shares, and, to the extent desig-
nated as derived from a Series' dividend income that would be eligible for the
dividends
30
<PAGE>
received deduction if the Series 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 capi-
tal gains over any net short-term losses, are taxable as long-term capital
gain, whether received in cash or invested in additional shares, regardless of
how long shares have been held by the shareholders; such distributions are not
eligible for the dividends received deduction allowed to corporate sharehold-
ers.
Any gain or loss realized upon a sale or redemption of shares of a Series by
a shareholder who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than one
year and otherwise as a short-term capital gain or loss. However, if shares on
which a long-term capital gain distribution has been received are subsequently
sold or redeemed and such shares have been held for six months or less, any
loss realized will be treated as long-term capital loss to the extent that it
offsets the long-term capital gain distribution. In addition, no loss will be
allowed on the sale or other disposition of shares of a Series if, within a
period beginning 30 days before the date of such sale or disposition and end-
ing 30 days after such date, the holder acquires (such as through dividend re-
investment) securities that are substantially identical to the shares of such
Series.
In determining gain or loss on shares of a Series that are sold or exchanged
within 90 days after acquisition, a shareholder generally will not be permit-
ted to include in the tax basis attributable to such shares the sales load in-
curred 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.
A Series will generally be subject to an excise tax of 4% on the amount of
any income or capital gains, above certain permitted levels, distributed to
shareholders on a basis such that such income or gain is not taxable to share-
holders in the calendar year in which it was earned. Furthermore, dividends
declared in October, November or December payable to shareholders of record on
a specified date in such a month and paid in the following January will be
treated as having been paid by the Series and received by each shareholder in
December. Under this rule, therefore, shareholders may be taxed in one year on
dividends or distributions actually received in January of the following year.
Portions of a Series' investment income may be subject to foreign income
taxes withheld at source. Each Series intends to operate so as to meet the re-
quirements of the Code to enable it, subject to certain limitations imposed by
the Code, to "pass through" to its shareholders credit for foreign taxes paid,
but there can be no assurance that a Series will be able to do so. See "Taxes"
in the Statement of Additional Information.
UNLESS A SHAREHOLDER INCLUDES A CERTIFIED TAXPAYER IDENTIFICATION NUMBER
(SOCIAL SECURITY NUMBER FOR INDIVIDUALS) ON THE ACCOUNT APPLICATION AND CERTI-
FIES 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 WITHHOLD-
ING 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 DEDUCTED 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.
31
<PAGE>
Shareholders are urged to consult their tax advisers concerning the effect
of federal income taxes in their individual circumstances.
SHAREHOLDER INFORMATION
Shareholders will be sent reports semi-annually regarding the Fund. General
information about the Fund and its Series may be requested by writing the Cor-
porate Communications/Investor Relations Department, J. & W. Seligman & Co.
Incorporated, 100 Park Avenue, New York, NY 10017 or telephoning the Corporate
Communications/Investor Relations Department toll-free at (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 ac-
counts may be requested by writing Shareholder Services, Seligman Data Corp.
at the same address or by telephone toll-free by dialing (800) 221-2450 from
all continental United States. Seligman Data Corp. may be telephoned Monday
through Friday (except holidays), between the hours of 8:30 a.m. and 6:00 p.m.
Eastern time, and calls will be answered by a service representative.
24 HOUR TELEPHONE ACCESS IS AVAILABLE BY DIALING (800) 622-4597 ON A
TOUCHTONE PHONE, WHICH PROVIDES INSTANT ACCESS TO PRICE, YIELD, ACCOUNT BAL-
ANCE, MOST RECENT TRANSACTION AND OTHER INFORMATION. IN ADDITION, ACCOUNT
STATEMENTS AND FORM 1099-DIV CAN BE ORDERED. TO INSURE PROMPT DELIVERY OF DIS-
TRIBUTION CHECKS, ACCOUNT STATEMENTS AND OTHER INFORMATION, SELIGMAN DATA
CORP. SHOULD BE NOTIFIED IMMEDIATELY IN WRITING OF ANY ADDRESS CHANGE. ADDRESS
CHANGES MAY BE TELEPHONED TO SELIGMAN DATA CORP. IF THE SHAREHOLDER HAS TELE-
PHONE SERVICES. FOR MORE INFORMATION ABOUT TELEPHONE SERVICES, SEE "TELEPHONE
TRANSACTIONS" ABOVE.
ACCOUNT SERVICES. Shareholders are sent confirmation of financial transac-
tions.
Other investor services are available. These include:
. INVEST-A-CHECK (R) SERVICE enables a shareholder to authorize additional
purchases of shares automatically by electronic funds transfer from a checking
or savings account, if the bank that maintains the account is a member of the
Automated Clearing House ("ACH"), or by preauthorized checks to be drawn on
the shareholder's checking account at regular monthly intervals in fixed
amounts of $100 or more per fund, or regular quarterly intervals in fixed
amounts of $250 or more per fund, to purchase shares. Accounts may be estab-
lished concurrently with the Invest-A-Check(R) Service only if accompanied by
a $100 minimum investment in conjunction with the monthly investment option or
a $250 minimum investment in conjunction with the quarterly investment option.
(See "Terms and Conditions" on page 35).
. AUTOMATIC DOLLAR-COST-AVERAGING SERVICE permits a shareholder of Seligman
Cash Management Fund to exchange a specified amount, at regular monthly inter-
vals in fixed amounts of $100 or more per fund, or regular quarterly intervals
in fixed amounts of $250 or more per fund, from shares of any class of the
Cash Management Fund into shares of the same class of any other Seligman Mu-
tual Fund registered in the same name. The shareholder's Cash Management Fund
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.
. DIVIDENDS FROM OTHER INVESTMENTS permits a shareholder to order dividends
payable on shares of other companies to be paid to and invested in additional
shares of a Series or another Seligman Mutual Fund. (Dividend checks must meet
or exceed the required minimum purchase amount and include the shareholder's
name, account number, the name of the fund and the class of shares in which
the investment is to be made.)
. AUTOMATIC CD TRANSFER SERVICE permits a shareholder to instruct a bank to
invest the proceeds of a maturing bank certificate of deposit ("CD") in
32
<PAGE>
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 nec-
essary 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.
. AUTOMATIC CASH WITHDRAWAL SERVICE permits payments at regular intervals to
be made to a shareholder who owns or purchases shares worth $5,000 or more
held as book credits. Holders of Class B shares may elect to use this service
immediately, although certain withdrawals may be subject to a CDSL. Please
contact Seligman Data Corp. at (800) 221-2450 for more information. 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 35).
. 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, Class B and Class D shares
may be directed only to shares of the same class of another Seligman Mutual
Fund.
. OVERNIGHT DELIVERY to service shareholder requests is available for a
$15.00 fee which may be debited from a shareholder's account, if requested.
. COPIES OF ACCOUNT STATEMENTS will be sent to each shareholder free of
charge for the current year and most recent prior year. Copies of year-end
statements for prior years are available for a fee of $10.00 per year, per ac-
count, with a maximum charge of $150 per account. Statement requests should be
forwarded, along with a check, to Seligman Data Corp.
TAX-DEFERRED RETIREMENT PLANS. Shares of each Series may be purchased for
all types of tax-deferred retirement plans. SFSI makes available plans, plan
forms and custody agreements for:
--Individual Retirement Accounts (IRAs);
--Simplified Employee Pension Plans (SEPs);
--Section 401(k) Plans for corporations and their employees;
--Section 403(b)(7) Plans for employees of public school systems and cer-
tain non-profit organizations who wish to make deferred compensation ar-
rangements; and
--Pension and Profit Sharing Plans for sole proprietorships, corporations
and partnerships.
These types of plans may be established only upon receipt of a written ap-
plication form. The Fund may register an IRA investment for which an account
application has not been received as an ordinary taxable account.
For more information, write Retirement Plan Services, Seligman Data Corp.,
100 Park Avenue, New York, NY 10017 or telephone toll-free (800) 445-1777 from
all continental United States. You also may receive information through an au-
thorized dealer.
ADVERTISING A SERIES' PERFORMANCE
From time to time, a Series advertises its "total return" and "average an-
nual total return", each of which is calculated separately for Class A, Class
B 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, Class B and Class D of a Series would have
earned over a specified period of time (for example, one, five and ten year
periods or since inception) assuming the payment of the maximum front-end
sales load, if any (or CDSL upon redemption, if applicable), when the invest-
ment was made and that all distributions and dividends paid by the Series 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 of the Series), i.e., the aver
33
<PAGE>
age annual compound rate of return. Total return and average annual total re-
turn may also be presented without the effect of an initial sales load or
CDSL, as applicable. The total return and average annual total return for
Class A shares of the International Fund quoted from time to time are not ad-
justed for the period prior to September 21, 1993 for the annual administra-
tion, shareholder services and distribution fee. Such fee, if reflected, would
reduce the performance quoted. The waiver by the Manager and Subadviser of
their fees and reimbursement of certain expenses during certain periods (as
set forth under "Financial Highlights" herein) would positively affect the
performance results quoted.
From time to time, reference may be made in advertising or promotional mate-
rial to performance information, including mutual fund rankings, prepared by
Lipper Analytical Service, Inc. ("Lipper"), an independent reporting service
that monitors the performance of mutual funds. In calculating the total return
of a Series' Class A, Class B and Class D shares, the Lipper analysis assumes
investment of all dividends and distributions paid but does not take into ac-
count applicable sales loads. A Series may also refer in advertisements or in
other promotional material to articles, comments, listings and columns in the
financial press pertaining to the Series' performance. Examples of such finan-
cial and other press publications include Barron's, Business Week,
CDA/Weisenberger Mutual Fund Investment Report, Christian Science Monitor, Fi-
nancial Planning, Financial Times, Financial World, Forbes, Fortune, Individ-
ual Investor, Investment Advisor, Investors Business Daily, Kiplinger's, Los
Angeles Times, MONEY Magazine, Morningstar, Inc., Pensions and Investments,
Smart Money, The New York Times, USA Today, U.S. News and World Report, The
Wall Street Journal, Washington Post, Worth Magazine and Your Money.
ORGANIZATION AND CAPITALIZATION
The International Fund, the Global Growth Opportunities Fund, the Global
Smaller Companies Fund and the Global Technology Fund are each separate 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
name of the Fund was changed from Seligman International Fund Series Inc., to
its present name on May 25, 1993. The Directors of the Fund are authorized to
issue, create and classify shares of capital stock in separate series without
further action by shareholders. To date, shares in the four Series described
herein have been authorized. Shares of capital stock of each Series have a par
value $.001 and are divided into three classes. Each share of a Series' Class
A, Class B and Class D common stock is equal as to earnings, assets and voting
privileges, except that each class bears its own separate distribution and,
potentially, certain other 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 Fund has adopted a plan (the "Multiclass Plan")
pursuant to Rule 18f-3 under the 1940 Act permitting the issuance and sale of
multiple classes of common stock. In accordance with the Articles of Incorpo-
ration, the Board of Directors may authorize the creation of additional clas-
ses of common stock with such characteristics as are permitted by the
Multiclass Plan and Rule 18f-3. 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. 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 liqui-
dation, conversion or preemptive rights.
34
<PAGE>
TERMS AND CONDITIONS
GENERAL ACCOUNT INFORMATION
Investments will be made in as many shares of a Series, including fractions
to the third decimal place, as can be purchased at the net asset value plus a
sales load, if applicable, at the close of business on the day payment is re-
ceived. If a check in payment of a purchase of Fund shares is dishonored for
any reason, Seligman Data Corp. will cancel the purchase and may redeem addi-
tional shares, if any, held in a shareholder's account in an amount sufficient
to reimburse the Fund for any loss it may have incurred and charge a $10.00
return check fee. Shareholders will receive dividends from investment income
and any distributions from gain realized on investments in shares or in cash
according to the option elected. Dividend and gain options may be changed by
notifying Seligman Data Corp. These option changes must be received by Selig-
man Data Corp. before the record date for the dividend or distribution to be
effective for such dividend or distribution. Stock certificates will not be
issued, unless requested. Replacement stock certificate will be subject to a
surety fee.
INVEST-A-CHECK (R) SERVICE
The Invest-A-Check(R) Service is available to all shareholders. The applica-
tion is subject to acceptance by the shareholder's bank and Seligman Data
Corp. The electronic funds transfer ("ACH debit") or preauthorized check in
the amount specified will be invested in the shareholder's account on the
fifth day (unless otherwise specified) of each month (or on the prior business
day if such day of the month falls on a weekend or holiday) in which an in-
vestment is scheduled and invested at the public offering price, if applica-
ble, 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 an ACH debit or preauthorized check is
not honored by the shareholder's bank, or if the value of shares held falls
below the required minimum, the Invest-A-Check(R) Service may be suspended. In
the event that a check or ACH debit is returned uncollectable Seligman Data
Corp. will cancel the purchase, redeem shares held in the shareholder's ac-
count 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
deducted from the shareholder's account. The Invest-A-Check(R) Service may be
reinstated upon written request indicating that the cause of interruption has
been corrected. The Invest-A-Check(R) Service may be terminated by the share-
holder 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 re-
sult from acts done in good faith and pursuant to these terms. Instructions
for establishing Invest-A-Check(R) Service are given on the Account Applica-
tion. In the event the shareholder exchanges all of the shares from one Selig-
man Mutual Fund to another, the Invest-A-Check(R) Service will be terminated
in the Seligman Mutual Fund that was closed as a result of the exchange of all
shares and 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. Accounts established in conjunction with the Invest-A-Check(R) Service
must be accompanied by a minimum initial investment of at least $100 in con-
nection with the monthly investment option or $250 in connection with the
quarterly investment option. 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,
to Class B 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 pay-
ment. Redemptions will be made at the net asset value at the close of business
on the specific day designated by the shareholder of each month (or on the
prior business day if the day specified falls on a weekend or holiday), less,
in the case of Class B Shares, any applicable CDSL. 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 Se-
ligman Data Corp. at any time by written notice. It will be terminated upon
proper notification of the death or legal incapacity of the shareholder. This
Service is considered terminated in the event a withdrawal of shares, other
than to make scheduled withdrawal payments, reduces the value of shares re-
maining on deposit to less than $5,000. Continued payments in excess of divi-
dend income invested will reduce and ultimately exhaust capital. Withdrawals,
concurrent with purchases of shares of this or any other investment company,
will be disadvantageous because of the payment of duplicative sales loads, if
applicable. For this reason, additional purchases of Fund shares are discour-
aged when the Withdrawal Service is in effect.
LETTER OF INTENT--CLASS A SHARES ONLY
Seligman Financial Services, Inc. will hold in escrow shares equal to 5% of
the minimum purchase amount specified. Dividends and distributions on the
escrowed shares will be paid directly to the shareholder or credited to the
shareholder's account. All shares held in escrow will be deposited in the
shareholder's account in book credit form, or, if requested, delivered to the
shareholder upon completion of the Letter of Intent. The shareholder may in-
clude toward completion of a Letter of Intent the total asset value of shares
of the Seligman Mutual Funds on which a front-end sales load was paid as of
the date of the Letter. If the total amount invested within the thirteen-month
period does not equal or exceed the specified minimum purchase, the share-
holder 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 in-
creased 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 Agree-
ment, which becomes applicable on purchases already made under the original
Agreement, will be refunded to the Fund and that the required additional
escrowed shares will be purchased by the shareholder.
Shares of Seligman Cash Management Fund, Inc. which have been acquired by an
exchange of shares of another Seligman Mutual Fund on which there is a front-
end sales load may be taken into account in completing a Letter of Intent, or
for Right of Accumulation. However, shares of the Seligman Cash Management
Fund which have been purchased directly may not be used for purposes of deter-
mining reduced sales loads on additional purchases of the other mutual funds
in the Seligman Group.
4/96
35
<PAGE>
----------------------------------------------------
P R O S P E C T U S
SELIGMAN
HENDERSON
GLOBAL
FUND
SERIES, INC.
Seligman Henderson International Fund
Seligman Henderson Global Growth
Opportunities Fund
Seligman Henderson Global Smaller
Companies Fund
Seligman Henderson Global Technology Fund
April 22, 1996
----------------------------------------------------
A Capital Appreciation Fund
SELIGMAN HENDERSON
GLOBAL FUND SERIES, INC.
-----------------------------------------
Seligman Henderson International Fund
Seligman Henderson Global Growth
Opportunities Fund
Seligman Henderson Global Smaller
Companies Fund
Seligman Henderson Global Technology Fund
-----------------------------------------
100 Park Avenue
New York, NY 10017
TABLE OF CONTENTS
PAGE
Summary Of Series Expenses.................................... 2
Financial Highlights.......................................... 4
Alternative Distribution System............................... 6
Investment Objectives And Policies............................ 8
Management Services........................................... 15
Purchase Of Shares............................................ 18
Telephone Transactions........................................ 23
Redemption Of Shares.......................................... 24
Administration, Shareholder Services And Distribution Plans... 26
Exchange Privilege............................................ 27
Further Information About Transactions In The Series.......... 29
Dividends And Distributions................................... 30
Federal Income Taxes.......................................... 30
Shareholder Information....................................... 32
Advertising A Series' Performance............................. 33
Organization And Capitalization............................... 34
EQSH1 4/96
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
APRIL 22, 1996
SELIGMAN HENDERSON INTERNATIONAL FUND
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue
New York, New York 10017
New York City Telephone (212) 850-1864
Toll Free Telephone: (800) 221-2450 - all continental United States
For Retirement Plan Information - Toll-Free Telephone: (800) 445-1777
This Statement of Additional Information expands upon and supplements the
information contained in the current Prospectus, dated April 22, 1996, which
includes the Seligman Henderson International Fund (the "International Fund"),
the Seligman Henderson Global Growth Opportunities Fund (the "Global Growth
Opportunities Fund"), the Seligman Henderson Global Smaller Companies Fund (the
"Global Smaller Companies Fund") and the Seligman Henderson Global Technology
Fund (the "Global Technology Fund"), each a separate series (individually, a
"Series") of Seligman Henderson Global Fund Series, Inc. (the "Fund"). It
should be read in conjunction with the Fund's Prospectus, which may be obtained
by writing or calling the Fund at the above address or telephone numbers. This
Statement of Additional Information, although not in itself a Prospectus, is
incorporated by reference into the Prospectus in its entirety.
Each Series of the Fund offers three classes of shares. Class A shares may
be purchased at net asset value plus a sales load of up to 4.75%. Class B
shares may be purchased at net asset value and are subject to a contingent
deferred sales load ("CDSL"), if applicable, in the following amount (as a
percentage of the current net asset value or the original purchase price,
whichever is less, if redemption occurs within the indicated number of years of
purchase of such shares: 5% (less than 1 year), 4% (1 year but less than 2
years), 3% (2 but less than 4 years), 2% (4 but less that 5 years), 1% (5 but
less than 6 years), and 0% (6 or more years). Class B shares automatically
convert to Class A shares after approximately eight years resulting in lower
ongoing fees. Shares purchased through reinvestment of dividends and
distributions on Class B shares also will convert automatically to Class A
shares along with the underlying shares on which they were earned. Class D
shares may be purchased at net asset value and are subject to a CDSL of 1% if
redeemed within one year of purchase.
Each Series' Class A, Class B and Class D shares represent an identical legal
interest in the investment portfolio of such Series and have the same rights
except for certain class expenses and except that Class B and Class D shares
bear a higher distribution fee that generally will cause the Class B and 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, Class B 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 three classes also have different
exchange privileges.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page Page
<S> <C> <C> <C>
Investment Objectives, Policies and 2 Distribution Services 15
Risks..................................
Investment Limitations.................. 4 Valuation............ 16
Directors and Officers.................. 5 Taxes................ 17
Management and Expenses................. 10 Performance.......... 19
Administration, Shareholder Services General Information.. 21
And Distribution Plans.................. 12 Financial Statements. 21
Portfolio Transactions.................. 12 Appendix A........... 22
Purchase And Redemption Of Series Shares 13 Appendix B........... 25
Appendix C........... 27
Appendix D........... 28
</TABLE>
-1-
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RISKS
The International Fund, the Global Growth Opportunities Fund, the Global
Smaller Companies Fund and the Global Technology Fund are each separate Series
of Seligman Henderson Global Fund Series, Inc. The International Fund seeks to
achieve long-term capital appreciation primarily by making investments in
securities of non-U.S. issuers. The Global Growth Opportunities Fund seeks
long-term capital appreciation primarily by investing in equity securities of
companies that have the potential to benefit from global economic or social
trends. The Global Smaller Companies Fund seeks to achieve long-term capital
appreciation primarily by making global investments in securities of emerging
companies, i.e., companies with small-to medium-market capitalization. The
Global Technology Fund seeks to achieve long-term capital appreciation by making
global investments of at least 65% of its assets in securities of companies with
business operations in technology and technology-related industries. There can
be no assurance that a Series will achieve its investment objective. The
following information regarding the Series' investment policies supplements the
information contained in the Prospectus.
PURCHASING PUT OPTIONS ON SECURITIES. A Series may purchase put options to
protect its portfolio holdings in an underlying security against a decline in
market value. This hedge protection is provided during the life of the put
option since a Series, as holder of the put option, can sell the underlying
security at the put exercise price regardless of any decline in the underlying
security's market price. In order for a put option to be profitable, the market
price of the underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs. By using put options in this
manner, a Series will reduce any profit it might otherwise have realized in the
underlying security by the premium paid for the put option and by transaction
costs.
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, a Series 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. A Series' maximum financial exposure will be limited to these
costs.
A Series 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.
A Series' 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. A Series will generally
enter into forward foreign currency exchange contracts to fix the U.S. 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 U.S. dollar value of securities it owns.
A Series may enter into a forward contract to sell or buy the amount of a
foreign currency it believes may experience a substantial movement against
another currency (including the U.S. dollar). In this case the contract would
approximate the value of some or all of a Series' portfolio securities
denominated in such foreign currency. If appropriate, a Series may hedge all or
part of its foreign currency exposure through the use of a basket of currencies
or a proxy currency where such currencies or proxy currency act as an effective
proxy for other currencies. In these circumstances, a Series may enter into a
forward contract where the amount of the foreign currency to be sold exceeds the
value of the securities denominated in such currency. The use of this basket
hedging technique may be more efficient and economical than entering into
separate forward contracts for each currency held in a Series. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of such
securities in foreign currencies will change as a consequence of market movement
in the value of those securities between the date the forward contract is
entered into and the date it matures. The projection of short-term currency
market movement is extremely difficult, and the successful execution of a short-
term hedging strategy is highly uncertain. Under certain circumstances, a
Series may commit a substantial portion or the entire value of its assets to the
consummation of these contracts. The Subadviser will consider the effect a
substantial commitment of its assets to forward contracts would have on the
investment program of each Series and its ability to purchase additional
securities.
Except as set forth above and immediately below, a Series will also not enter
into such forward contracts or maintain a net exposure to such contracts where
the consummation of the contracts would oblige a Series to deliver an amount of
foreign currency in excess of the value of such Series' portfolio securities or
other assets denominated in that currency. A Series, in order to avoid
-2-
<PAGE>
excess transactions and transaction costs, may nonetheless maintain a net
exposure to forward contracts in excess of the value of its portfolio securities
or other assets denominated in that currency provided the excess amount is
"covered" by cash or liquid, high-grade debt securities, denominated in any
currency, having a value at least equal at all times to the amount of such
excess. Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the longer-term investment decisions made
with regard to overall diversification strategies. However, the Subadviser
believes that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of a Series will be served.
At the maturity of a forward contract, a Series 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 a Series to purchase additional foreign
currency on the spot market (and bear the expense of such purchase) if the
market value of the security is less than the amount of foreign currency such
Series is obligated to deliver and if a decision is made to sell the security
and make delivery of the foreign currency. Conversely, it may be necessary to
sell on the spot market some of the foreign currency received upon the sale of
the portfolio security if its market value exceeds the amount of foreign
currency a Series is obligated to deliver. However, a Series may use liquid,
high-grade debt securities, denominated in any currency, to cover the amount by
which the value of a forward contract exceeds the value of the securities to
which it relates.
If a Series retains the portfolio security and engages in an offsetting
transaction, such Series will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If a Series
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between a Series' entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, such Series will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, a Series
will suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.
The Series' dealing in forward foreign currency exchange contracts will
generally be limited to the transactions described above. However, each Series
reserves the right to enter into forward foreign currency contracts for
different purposes and under different circumstances. Of course, a Series 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 a Series at one rate, while offering a lesser rate of
exchange should such Series desire to resell that currency to the dealer.
BORROWING. A Series may from time to time borrow money for temporary,
extraordinary or emergency purposes in an amount up to 5% of its total assets
from banks at prevailing interest rates and invest the funds in additional
securities. A Series' borrowings are limited so that immediately after such
borrowing the value of the Series' assets (including borrowings) less its
liabilities (not including borrowings) is at least three times the amount of the
borrowings. Should a Series, for any reason, have borrowings that do not meet
the above test, then within three business days, such Series must reduce such
borrowings so as to meet the foregoing test. Under these circumstances, a
Series may have to liquidate portfolio securities at a time when it is
disadvantageous to do so. Gains made with additional funds borrowed will
generally cause the net asset value of a Series' shares to rise faster than
could be the case without borrowings. Conversely, if investment results fail to
cover the cost of borrowings, the net asset value of a Series could decrease
faster than if there had been no borrowings.
LENDING OF PORTFOLIO SECURITIES. A Series may lend portfolio securities to
certain institutional borrowers of securities and may invest the cash collateral
and obtain additional income or receive an agreed upon amount of interest from
the borrower. Loans made by a Series will generally be short-term. Loans are
subject to termination at the option of each Series or the borrower. A
-3-
<PAGE>
Series may pay reasonable administrative and custodial fees in connection with a
loan and may pay a negotiated portion of the interest earned on the cash or
equivalent collateral to the borrower or placing broker. A Series does not have
the right to vote securities on loan, but would terminate the loan and regain
the right to vote if that were considered important with respect to the
investment.
ILLIQUID SECURITIES. A Series may invest up to 15% of its net assets in
illiquid securities, including restricted securities (i.e., securities not
readily marketable without registration under the Securities Act of 1933 (the
"1933 Act")) and other securities that are not readily marketable. Each Series
does not currently expect to invest more than 5% of its assets in such
securities. A Series may purchase restricted securities that can be offered and
sold to "qualified institutional buyers" under Rule 144A of the 1933 Act, and
the Manager, acting pursuant to procedures approved by the Fund's Board of
Directors, may determine, when appropriate, that specific Rule 144A securities
are liquid and not subject to the 15% limitation on illiquid securities. Should
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 sold and offered
under Rule 144A will develop. This investment practice could have the effect of
increasing the level of illiquidity in the Series to the extent that qualified
institutional buyers become for a time uninterested in purchasing Rule 144A
securities.
Except as otherwise specifically noted above and below, the Series'
investment policies are not fundamental and the Board of Directors of the Fund
may change such policies without the vote of a majority of a Series' outstanding
voting securities (as defined below).
PORTFOLIO TURNOVER. A Series 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. Each Series anticipates
that its annual rate of portfolio turnover will not exceed 100%. The portfolio
turnover rates for the International Fund for the fiscal years ended October 31,
1994 and 1995 were 39.59% and 60.70%, respectively. The portfolio turnover rate
for the Global Growth Opportunities Fund for the three month period from
November 1, 1995 (commencement of operations) through January 31, 1996 was
2.50%. The portfolio turnover rates for the Global Smaller Companies Fund for
the fiscal years ended October 31, 1994 and 1995 were 62.47% and 63.05%,
respectively. The portfolio turnover rates for the Global Technology Fund for
the period from May 23, 1994 (commencement of operations) through October 31,
1994 and the fiscal year ended October 31, 1995 were 29.20% and 87.42%,
respectively.
INVESTMENT LIMITATIONS
Under each Series' fundamental policies, which cannot be changed except by
vote of a majority of the outstanding voting securities of each Series, each
Series may not:
1. As to 75% of the value of its total assets, invest more than 5% of its total
assets, at market value, in the securities of any one issuer (except securities
issued or guaranteed by the U.S. 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 U.S. 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 such
Series net assets. For purposes of this restriction, warrants acquired by a
Series in units or attached to securities may be deemed to have been purchased
without cost.
-4-
<PAGE>
7. Make loans of money or securities other than (a) through the purchase of
securities in accordance with a Series' investment objective, (b) through
repurchase agreements and (c) by lending portfolio securities in an amount not
to exceed 33 1/3% of any Series' total assets.
8. Issue senior securities or borrow money except from banks and then in amounts
not in excess of 5% of its total assets, as described in the Prospectus and on
page 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.
11. Underwrite securities of other issuers except to the extent that a Series
may be deemed an underwriter when purchasing or selling portfolio securities.
12. Purchase or retain securities of any issuer (other than the shares of the
Series) if to the Fund's knowledge, those officers and directors of the Fund
and the officers and directors of the Manager or Subadviser, who individually
own beneficially more than 1/2 of 1% of the outstanding securities of such
issuer, together own beneficially more than 5% of such outstanding securities.
13. Purchase or sell real estate (although it may purchase securities secured by
real estate 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 fundamental policies subject to shareholder vote, as long as a
Series' shares are registered in certain states, it shall not (i) invest in
interests in oil, gas or other mineral exploration or development programs or in
mineral leases, (ii) invest more than 2% of its assets in warrants not listed on
the New York or American Stock Exchange, (iii) invest in real estate limited
partnerships or (iv) invest in commodities except for commodity futures
contracts and options as permitted pursuant to Regulation 4.5 under the
Commodities Exchange Act.
Under the 1940 Act, a "vote of a majority of the outstanding voting
securities" of a Series means the affirmative vote of the lesser of (l) more
than 50% of the outstanding shares of the Series or (2) 67% or more of the
shares present at a shareholders' meeting if more than 50% of the outstanding
shares of the Series are represented at the meeting in person or by proxy.
DIRECTORS AND OFFICERS
Directors and officers of the Fund, together with information as to
their principal business occupations during the past five years are shown below.
Each Director who is an "interested person" of the Fund, as defined in the 1940
Act, is indicated by an asterisk. Unless otherwise indicated, their addresses
are 100 Park Avenue, New York, NY 10017.
WILLIAM C. MORRIS* Director, Chairman of the Board, Chief Executive Officer
and Chairman of the
(57) Executive Committee
Managing Director, Chairman and President, J. & W. Seligman
& Co. Incorporated, investment managers and advisers; and
Seligman Advisors, Inc., advisers; Chairman and Chief
Executive Officer, the Seligman Group of Investment
Companies; Chairman, Seligman Financial Services, Inc.,
broker/dealer; 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., shareholder service agent;
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.
-5-
<PAGE>
BRIAN T. ZINO* Director, President and Member of the Executive Committee
(43)
Director and Managing Director (formerly, Chief
Administrative and Financial Officer), J. & W. Seligman
& Co. Incorporated, investment managers and advisers; and
Seligman Advisors, Inc., advisers; Director or Trustee, the
Seligman Group of Investment Companies; President, the
Seligman Group of Investment Companies, except Seligman
Quality Municipal Fund, Inc. and Seligman Select Municipal
Fund, Inc.; Chairman, Seligman Data Corp., shareholder
service agent; Director, Seligman Financial Services, Inc.,
broker/dealer; Seligman Services, Inc., broker/dealer; and
Senior Vice President, Seligman Henderson Co., advisers;
formerly, Director and Secretary, Chuo Trust - JWS
Advisors, Inc., advisers; and Director, Seligman
Securities, Inc., broker/dealer and J. & W.
Seligman Trust Company, trust company.
FRED E. BROWN* Director
(82)
Director and Consultant, J. & W. Seligman & Co.
Incorporated, investment managers and advisers; and
Seligman Advisors, Inc., advisers; Director or Trustee, the
Seligman Group of Investment Companies; Seligman Financial
Services, Inc., broker/dealer; Seligman Services, Inc.,
broker/dealer; Trudeau Institute, Inc., nonprofit
biomedical research organization; Lake Placid Center for
the Arts, cultural organization; and Lake Placid Education
Foundation, education foundation; formerly, Director,
Seligman Securities, Inc., broker/dealer and J. & W.
Seligman Trust Company, trust company.
JOHN R. GALVIN Director
(66)
Dean, 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, insurance; National Committee on U.S.-
China Relations, National Defense University; Raytheon Co,
electronics; and the Institute for Defense Analysis;
Formerly, Ambassador, U.S. State Department; Distinguished
Policy Analyst at Ohio State University and Olin
Distinguished Professor of National Security Studies at the
United States Military Academy. From June, 1987 to June,
1992, he was the Supreme Allied Commander, Europe and the
Commander-in-Chief, United States 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; and
Director, 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, energy and chemicals; Director or
Trustee, the Seligman Group of Investment Companies;
Director, Kimberly-Clark Corporation, consumer products,
Bank of Oklahoma Holding Company, American Petroleum
Institute, Oklahoma City Chamber of Commerce, Baptist
Medical Center, Oklahoma Chapter of the Nature Conservancy,
Oklahoma Medical Research Foundation and United Way
Advisory Board; Chairman, Oklahoma City Public Schools
Foundation; and Member of the Business Roundtable and
National Petroleum Council. 123 Robert S. Kerr Avenue,
Oklahoma City, OK 73102
-6-
<PAGE>
JOHN E. MEROW* Director
(66)
Chairman and Senior Partner, Sullivan & Cromwell, law firm;
Director or Trustee, the Seligman Group of Investment
Companies; The Municipal Art Society of New York,
Commonwealth Aluminum Corporation, the U.S. Council for
International Business and the U.S.-New Zealand Council;
Chairman, American Australian Association; Member of the
American Law Institute and Council on Foreign Relations;
Member of the Board of Governors of Foreign Policy
Association and New York Hospital.
125 Broad Street, New York, NY 10004
BETSY S. MICHEL Director
(53)
Attorney; Director or Trustee, the Seligman Group of
Investment Companies; and Chairman of the Board of Trustees
of St. George's School (Newport, RI).
St. Bernard's Road, Gladstone, NJ 07934
JAMES C. PITNEY Director
(69)
Partner, Pitney, Hardin, Kipp & Szuch, law firm; Director
or Trustee, the Seligman Group of Investment Companies and
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. and 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 and Member of the Executive Committee
(48)
Director, Managing Director and Chief Investment Officer,
Institutional, J. & W. Seligman & Co. Incorporated,
investment managers and advisers; and Seligman Advisors,
Inc., advisers; Director or Trustee, the Seligman Group of
Investment Companies; Director, Seligman Holdings, Inc.,
holding company; Seligman Financial Services, Inc.,
broker/dealer; Seligman Henderson Co., advisers; and
Seligman Services, Inc., broker/dealer; formerly,
President, the Seligman Group of Investment Companies,
except Seligman Quality Municipal Fund, Inc. and Seligman
Select Municipal Fund, Inc.; and Director, J. & W. Seligman
Trust Company, trust company; Seligman Data Corp.,
shareholder service agent; and Seligman Securities, Inc.,
broker/dealer.
ROBERT L. SHAFER Director
(63)
Director, Various Corporations; Director or Trustee, the
Seligman Group of Investment Companies and USLIFE
Corporation, life insurance.
230 Park Avenue, New York, NY 10169 - 0079
-7-
<PAGE>
JAMES N. WHITSON Director
(60)
Executive Vice President, Chief Operating Officer and
Director, Sammons Enterprises, Inc., Director or Trustee,
the Seligman Group of Investment Companies, Red Man Pipe
and Supply Company,piping and other materials; and C-SPAN.
300 Crescent Court, Suite 700, Dallas, TX 75202
PAUL H. WICK Vice President and Portfolio Manager
(33)
Managing Director (formerly, Vice President, Investment
Officer), J. & W. Seligman & Co. Incorporated, investment
managers and advisers; Vice President and Portfolio
Manager, two other open-end investment companies with the
Seligman Group of Investment Companies; Portfolio Manager,
Seligman Henderson Co., advisers; Senior Vice President and
Portfolio Manager, Chuo Trust-JWS Advisors, Inc., advisers.
ARSEN MRAKOVCIC Vice President and Portfolio Manager
(31)
Managing Director (formerly, Vice President, Investment
Officer), J. & W. Seligman & Co. Incorporated, investment
managers and advisers; Vice President and Portfolio
Manager, one other open-end investment company with the
Seligman Group of Investment Companies; formerly, Portfolio
Assistant, J. & W. Seligman & Co. Incorporated.
LAWRENCE P. VOGEL Vice President
(39)
Senior Vice President, Finance, J. & W. Seligman & Co.
Incorporated, investment managers and advisers; Seligman
Financial Services, Inc., broker/dealer; and Seligman
Advisors, Inc., advisers; Vice President, 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.,
advisers; formerly, Senior Vice President, Seligman
Securities, Inc., broker/dealer; and Vice President,
Finance, J. & W. Seligman Trust Company, trust company.
FRANK J. NASTA Secretary
(31)
Senior Vice President, Law and Regulation and Corporate
Secretary, J. & W. Seligman & Co. Incorporated, investment
managers and advisers; Corporate Secretary, the Seligman
Group of Investment Companies, Seligman Advisors, Inc.,
advisers; Seligman Financial Services, Inc., broker/dealer;
Seligman Henderson Co., advisers; Seligman Services, Inc.,
broker/dealer; Chuo Trust - JWS Advisors, Inc., advisers;
and Seligman Data Corp., shareholder service agent;
formerly, Secretary, J. & S. Seligman Trust Company, trust
company and attorney, Seward & Kissel, law firm.
THOMAS G. ROSE Treasurer
(38)
Treasurer, the Seligman Group of Investment Companies and
Seligman Data Corp., shareholder service agent; formerly,
Treasurer, American Investors Advisors, Inc. and the
American Investors Family of Funds.
The Executive Committee of the Board of Directors of the Fund acts on behalf
of the Board between meetings to determine the value of securities and assets
owned by the Series of the Fund for which no market valuation is available and
to elect or appoint officers of the Fund to serve until the next meeting of the
Board.
-8-
<PAGE>
Compensation Table
------------------
<TABLE>
<CAPTION>
Pension or Total Compensation
Aggregate Retirement Benefits from Registrant and
Compensation Accrued as part of Fund Complex Paid
Position with Registrant from Registrant (1) Fund Expenses to Directors (2)
- --------------------------------------------- ---------------------- ------------------- ------------------
<S> <C> <C> <C>
William C. Morris, Director and Chairman N/A N/A N/A
Brian T. Zino, Director and President 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
John R. Galvin, Director $1,782.50 N/A $41,252.75
Alice S. Ilchman, Director 2,926.56 N/A 68,000.00
Frank A. McPherson, Director 1,782.50 N/A 41,252.75
John E. Merow, Director 2,855.12(d) N/A 66,000.00(d)
Betsy S. Michel, Director 2,819.40 N/A 67,000.00
Douglas R. Nichols, Jr., Director* 1,072.62 N/A 24,747.25
James C. Pitney, Director 2,926.56 N/A 68,000.00
James Q. Riordan, Director 2,926.56 N/A 70,000.00
Herman J. Schmidt, Director* 1,072.62 N/A 24,747.25
Robert L. Shafer, Director 2,926.56 N/A 70,000.00
James N. Whitson, Director 2,855.12(d) N/A 68,000.00(d)
</TABLE>
- -----------------------
(1) Based on remunerations received by the Directors for the Fund's Series for
the year ended October 31, 1995.
(2) As defined in the Fund's Prospectus, the Seligman Group of Investment
Companies consists of seventeen investment companies.
* Retired May 18, 1995.
- --------------------------
(d) Deferred. The total amounts of deferred compensation (including interest)
payable to Messrs. Merow, Pitney and Whitson as of October 31, 1995 were
$8,765, $1,607 and $6,457, respectively. Mr. Pitney no longer defers
current compensation.
The Fund has a compensation arrangement under which outside directors may
elect to defer receiving their fees. Under this arrangement, interest will be
accrued on the deferred balances. The annual cost of such interest will be
included in the Directors' fees and expenses, and the accumulated balance
thereof will be included in other liabilities in the Series' financial
statements. Directors and officers of the Fund are also directors and officers
of some or all of the other investment companies in the Seligman Group.
As of March 29, 1996, directors and officers of the Fund as a group owned
directly or indirectly 33,094,684 Class A shares, or 1.2% of the outstanding
shares of the Class A capital stock of the International Fund; less than 1% of
the outstanding shares of the Class A capital stock of the Global Growth
Opportunities Fund; less than 1% of the outstanding shares of the Class A
capital stock of the Global Smaller Companies Fund; and less than 1% of the
outstanding shares of the Class A capital stock of the Global Technology Fund.
No directors or officers owned Class D shares of any Series of the Fund as of
such date.
As of March 29, 1996, 520,083 Class A shares of the International Fund were
registered in the name of Verely & Co., c/o U.S. Trust Company of New York, P.O.
Box 456, Wall Street Station, New York, NY 10005, which represented 9.4% of such
Series' capital stock and 17.4% of such Series' Class A capital stock then
outstanding. As of the same date, 5,385,486 Class A shares of the Global Growth
Opportunities Fund, which represented 43.7% of such Series' capital stock and
31.4% of Series' Class A capital stock then outstanding; 3,516,987 Class A
shares of the Global Smaller Companies Fund, which represented 14.9% of such
Series' capital stock and 26.9% of such Series' Class A capital stock then
outstanding; and 10,055,944 Class A shares of the Global Technology Fund, which
represented 15.7% of such Series' capital stock and 21.8% of such Series' Class
A capital stock then outstanding were registered in the name of Merrill Lynch
Pierce Fenner & Smith, P.O. Box 45286, Jacksonville, FL 32232-5286.
-9-
<PAGE>
As of March 29, 1996, 1,184,778 Class D shares of the International Fund,
which represented 21.4% of such Series' capital stock and 46.5% of such Series'
Class D capital stock then outstanding;. 2,528,520 Class D shares of the Global
Growth Opportunities Fund, which represented 15.0% of such Series' capital stock
and 52.4% of Series' Class D capital stock then outstanding; 5,098,189 Class D
shares of the Global Smaller Companies Fund, which represented 21.6% of such
Series' capital stock and 48.2% of such Series' Class D capital stock then
outstanding; and 5,353,841 Class D shares of the Global Technology Fund, which
represented 8.4% of such Series' capital stock and 29.9% of such Series' D
capital stock then outstanding were registered in the name of Merrill Lynch
Pierce Fenner & Smith, P.O. Box 45286, Jacksonville, FL 32232-5286.
MANAGEMENT AND EXPENSES
Under the Management Agreement dated March 19, 1992, subject to the
control of the Board of Directors, J. & W. Seligman & Co. Incorporated (the
"Manager") administers the business and other affairs of each Series. The
Manager provides the Fund with such office space, administrative and other
services and executive and other personnel as are necessary for Fund operations.
The Manager pays all of the compensation of Directors of the Fund who are
employees, consultants and/or directors of the Manager and of the officers and
employees of the Fund. The Manager also provides senior management for Seligman
Data Corp., the Fund's shareholder service agent. Each Series pays the Manager
a management fee for its services, calculated daily and payable monthly, equal
to 1.00% per annum of the average daily net assets of such Series, of which .90%
is paid to Seligman Henderson Co. (the "Subadviser"). The following chart
indicates the management fees paid by each Series as well as the percentage such
fee represents of a Series' average daily net assets for fiscal 1995, 1994 and
1993 or for such periods that a Series has been operational.
<TABLE>
<CAPTION>
ANNUALIZED % OF
MANAGEMENT FEE PAID AVERAGE DAILY NET ASSETS
------------------- -------------------------
<S> <C> <C>
INTERNATIONAL FUND
Year ended 10/31/95 $796,849** .96%**
Year ended 10/31/94 599,767** .97**
Year ended 10/31/93 85,133** .45**
GLOBAL GROWTH OPPORTUNITIES FUND
11/1/95* - 1/31/96 $174,945 1.00%
GLOBAL SMALLER COMPANIES FUND
Year ended 10/31/95 $1,148,074 1.00%
Year ended 10/31/94 618,841 1.00
Year ended 10/31/93 --** --**
GLOBAL TECHNOLOGY FUND
Year ended 10/31/95 $2,127,260 1.00%
5/23/94* - 10/31/94 102,235** .78**
</TABLE>
________________________________
* Commencement of operations.
** During the year/period, the Manager and Subadviser, at their discretion,
elected to waive all or a portion of their fees.
Each Series of the Fund pays all its expenses other than those assumed by the
Manager, or 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 Series' 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 record keeping and shareholder
account services fees and disbursements of custodians; expenses of disbursing
dividends and distributions; fees and expenses of Directors of the Fund not
employed by (or serving as a Director of) the Manager or its affiliates;
insurance premiums; and extraordinary expenses such as litigation expenses. The
Fund's expenses are allocated between the Series in a manner determined by the
Directors to be fair and equitable.
-10-
<PAGE>
The Fund will be subject to certain state expense limitations, the most
stringent of which currently requires reimbursement of total expenses (including
the management fee, but excluding interest, taxes, brokerage commissions,
distribution fees and extraordinary expenses) in any year that they exceed 2
1/2% of the first $30 million of average net assets, 2% of the next $70 million
of average net assets and 1 1/2% thereafter. Any such reimbursement will be
allocated between the Series in proportion to the relative expenses of each
Series.
The Management Agreement provides that the Manager will not be liable to the
Fund for any error of judgment or mistake of law, or for any loss arising out of
any investment, or for any act or omission in performing its duties under the
Agreement, except for willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties under the Agreement.
The Management Agreement was initially approved by the Board of Directors of
the Fund at a meeting held on March 19, 1992 and by the shareholders on May 20,
1993. The Management Agreement will continue in effect until December 31 of
each year if (1) such continuance is approved in the manner required by the 1940
Act (i.e., by a vote of a majority of the Board of Directors or of the
outstanding voting securities of the Series and by a vote of a majority of the
Directors who are not parties to the Management Agreement or interested persons
of any such party) and (2) if the Manager has not notified the Fund at least 60
days prior to December 31 of any year that it does not desire such continuance.
The Management Agreement may be terminated by the Fund, without penalty, on 60
days' written notice to the Manager and will terminate automatically in the
event of its assignment. The Fund has agreed to change its name upon
termination of the Management Agreement if continued use of the name would cause
confusion in the context of the Manager's business.
The Manager is a successor firm to an investment banking business founded in
1864 which has thereafter provided investment services to individuals, families,
institutions and corporations. See Appendix B for further history of the
Manager.
Under the Subadvisory Agreement dated March 19, 1992, the Subadviser
supervises and directs the investment of the assets of the Fund's Series,
including making purchases and sales of portfolio securities consistent with
each Series' investment objective and policies. For these services the
Subadviser is paid, by the Manager, a fee as described above. The Subadvisory
Agreement was approved by the Board of Directors of the Fund at a meeting held
on March 19, 1992 and by shareholders of the Fund on May 20, 1993. The
Subadvisory Agreement will continue in effect until December 31 of each year if
such continuance is approved in the manner required by the 1940 Act (by a vote
of a majority of the Board of Directors or of the outstanding voting securities
of the Series and by a vote of a majority of the Directors who are not parties
to the Subadvisory Agreement or interested persons of any such party) and (2) if
the Subadviser shall not have notified the Manager in writing at least 60 days
prior to December 31 of any year that it does not desire such continuance. The
Subadvisory Agreement may be terminated at any time by the Fund, on 60 days'
written notice to the Subadviser. The Subadvisory Agreement will terminate
automatically in the event of its assignment or upon the termination of the
Management Agreement.
The Subadviser is a New York general partnership formed by the Manager and
Henderson International, Inc., a controlled affiliate of Henderson
Administration Group plc. Henderson Administration Group plc, headquartered in
London, is one of the largest independent money managers in Europe. The firm,
which is recognized as a specialist in global equity investing, currently
manages approximately $19 billion in assets.
Officers, directors and employees of the Manager are permitted to engage in
personal securities transactions, subject to the Manager's Code of Ethics (the
"Ethics Code"). The Ethics Code proscribes certain practices with regard to
personal securities transactions and personal dealings, provides a framework for
the reporting and monitoring of personal securities transactions by the
Manager's Director of Compliance, and sets forth a procedure of identifying, for
disciplinary action, those individuals who violate the Ethics Code. The Ethics
Code prohibits each of the officers, directors and employees (including all
portfolio managers) of the Manager from purchasing or selling any security that
the officer, director or employee knows or believes (i) was recommended by the
Manager for purchase or sale by any client, including the Fund, within the
preceding two weeks, (ii) has been reviewed by the Manager for possible purchase
or sale within the preceding two weeks, (iii) is being purchased or sold by any
client, (iv) is being considered by a research analyst, (v) is being acquired in
a private placement, unless prior approval has been obtained from the Manager's
Director of Compliance, or (vi) is being acquired during an initial or secondary
public offering. The Ethics Code also imposes a strict standard of
confidentiality and requires portfolio managers to disclose any interest they
may have in the securities or issuers that they recommend for purchase by any
client.
The Ethics Code also prohibits (i) each portfolio manager or member of an
investment team from purchasing or selling any security within seven calendar
days of the purchase or sale of the security by a client's account (including
investment company
-11-
<PAGE>
accounts) for which the portfolio manager or investment team manages and (ii)
each employee from engaging in short-term trading (a purchase and sale or vice-
versa within 60 days). Any profit realized pursuant to either of these
prohibitions must be disgorged.
Officers, directors and employees are required, except under very limited
circumstances, to engage in personal securities transactions through the
Manager's order desk. The order desk maintains a list of securities that may
not be purchased due to a possible conflict with clients. All officers,
directors and employees are also required to disclose all securities
beneficially owned by them on December 31 of each year.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLANS
Each Series of the Fund has adopted an Administration, Shareholder Services
and Distribution Plan for each Class (the "Plan") in accordance with Section
12(b) of the 1940 Act and Rule 12b-1 thereunder.
The Plan with respect to the International Fund was originally approved on
July 15, 1993 by the Board of Directors of the Fund, including a majority of the
Directors who are not "interested persons" (as defined in the 1940 Act) and who
have no direct or indirect financial interest in the operation of the Fund
("Qualified Directors") and by the shareholders of such Series on September 21,
1993. The Plan with respect to the Global Growth Opportunities Fund was
originally approved on September 21, 1995 by the Board of Directors of the Fund,
including a majority of the Qualified Directors, and by the sole shareholder of
such Series on October 30, 1995. The Plan with respect to the Global Smaller
Companies Fund was originally approved on July 16, 1992 by the Board of
Directors of the Fund, including a majority of the Qualified Directors.
Amendments to the Plan in respect of Class D shares of the Global Smaller
Companies Fund were approved by the Board of Directors of the Fund, including a
majority of the Qualified Directors, on March 18, 1993 and the amended Plan was
approved by the shareholders of the Global Smaller Companies Fund on May 20,
1993. The Plan with respect to the Global Technology Fund was originally
approved on March 17, 1994 by the Board of Directors of the Fund, including a
majority of the Qualified Directors and by the sole shareholder of such Series
on that date. The Plans were approved in respect of the Class B shares of each
Series on March 21, 1996 by the Board of Directors of the Fund, including a
majority of the Qualified Directors, and became effective in respect of the
Class B shares on April 22,1996. The Plans will continue in effect through
December 31 of each year so long as such continuance is approved annually by a
majority vote of both the Directors and the Qualified Directors of the Fund,
cast in person at a meeting called for the purpose of voting on such approval.
The Plans may not be amended to increase materially the amounts payable to
Service Organizations (as defined in the Fund's Prospectus) with respect to a
Class without the approval of a majority of the outstanding voting securities of
such Class. If the amount payable in respect of Class A shares under the Plans
is proposed to be increased materially, the Fund will either (i) permit holders
of Class B shares to vote as a separate class on the proposed increase or (ii)
establish a new class of shares subject to the same payment under the Plans as
existing Class A shares, in which case Class B shares will thereafter convert
into the new class instead of into Class A shares. No material amendment to the
Plans may be made except by a majority of both the Directors and Qualified
Directors.
The Plans require that the Treasurer of the Fund shall provide to the
Directors and the Directors shall review, at least quarterly, a written report
of the amounts expended (and purposes therefor) under the Plans. Rule 12b-1
also requires that the selection and nomination of Directors who are not
"interested persons" of the Fund be made by such disinterested Directors.
PORTFOLIO TRANSACTIONS
The Management Agreement recognizes that in the purchase and sale of
portfolio securities of the Series, the Manager and the Subadviser will seek the
most favorable price and execution, and consistent with that policy, may give
consideration to the research, statistical and other services furnished by
brokers or dealers to the Manager and the Subadviser for their use. Such
services include supplemental investment research, analysis and reports
concerning issuers, industries and securities deemed by the Manager and
Subadviser to be beneficial to the Fund. In addition, the Manager and the
Subadviser are authorized to place orders with brokers who provide supplemental
investment and market research and statistical and economic analysis through the
use of such brokers selected solely on the basis of seeking the most favorable
price and execution, although such research and analysis may be useful to the
Manager and the Subadviser in connection with their services to clients other
than the Fund.
In over-the-counter markets, the Fund deals with responsible primary market-
makers unless a more favorable execution or price is believed to be obtainable.
The Fund may buy securities from or sell securities to dealers acting as
principal, except dealers with which its directors and/or officers are
affiliated.
-12-
<PAGE>
The Board of Directors of the Fund adopted procedures pursuant to which
Seligman Securities, Inc., was available to the Global Smaller Companies Fund as
broker for approximately one-half of agency transactions in listed securities
(exclusive of option and option-related transactions) at commission rates
believed in accordance with applicable regulations to be fair and reasonable.
As of March 31, 1993, Seligman Securities, Inc. ceased functioning as broker for
the Fund and its other clients.
When two or more of the investment companies in the Seligman Group or other
investment advisory clients of the Manager or the Subadviser desire to buy or
sell the same security at the same time, the securities purchased or sold are
allocated by the Manager and the Subadviser in a manner believed to be equitable
to each. There may be possible advantages or disadvantages of such transactions
with respect to price or the size of positions readily obtainable or saleable.
Total brokerage commissions paid to others for the execution, research and
statistical services for the International Fund for the fiscal years ended
October 31, 1995, 1994, and 1993 were $230,997, $204,308, and $84,349,
respectively; for the Global Growth Opportunities Fund for the three month
period from November 1, 1995 (commencement of operations) through January 31,
1996 was $285,901; for the Global Smaller Companies Fund for the fiscal years
ended October 31, 1995, 1994, and 1993 were $359,655, $170,773, and $75,087 (of
which Seligman Securities, Inc. received $680), respectively; and for the Global
Technology Fund for the fiscal year ended October 31, 1995 and for the period
from May 23, 1994 through October 31, 1994 were $735,490, and $76,206,
respectively.
PURCHASE AND REDEMPTION OF SERIES SHARES
Each Series issues three 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 B 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 6 years of purchase. Class D shares may be purchased at a
price equal to the next determined net asset value without an initial sales
load, but a CDSL may be charged on redemptions within one year of purchase. See
"Alternative Distribution System," "Purchase Of Shares," and "Redemption Of
Shares" in the Prospectus.
SPECIMEN PRICE MAKE-UP
Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold subject to a sales load of up to 4.75% and
Class B and Class D shares * are sold at net asset value. Using each Series'
net asset value at October 31, 1995 (January 31, 1996 for the Global Growth
Opportunities Fund), the maximum offering prices of each Series' shares are as
follows:
CLASS A SHARES
<TABLE>
<CAPTION>
Net Asset Maximum Sales Load Maximum Offering
Series Value Per Share (4.75% of Offering Price) Price Per Share
- ------ --------------- ------------------------- ----------------
<S> <C> <C> <C>
International Fund $16.71 $.83 $17.54
Global Growth Opportunities Fund 7.58 .38 7.96
Global Smaller Companies Fund 13.90 .69 14.59
Global Technology Fund 13.05 .65 13.70
</TABLE>
CLASS B AND CLASS D SHARES
<TABLE>
<CAPTION>
Net Asset Value and Maximum
Series Offering Price Per Share*
- ------ --------------------------
<S> <C>
International Fund $16.43
Global Growth Opportunities Fund 7.57
Global Smaller Companies Fund 13.63
Global Technology Fund 12.89
</TABLE>
__________
* Class B shares are subject to a CDSL declining from 5% in the first year
after purchase to 0% after six years.
Class D shares are subject to a CDSL of 1% on redemptions within one year of
purchase. See "Redemption Of Shares" in the Fund's Prospectus.
-13-
<PAGE>
CLASS A SHARES - REDUCED FRONT-END SALES LOADS
REDUCTIONS AVAILABLE. Shares of any Seligman Mutual Fund sold with a front-
end sales load in a continuous offering will be eligible for the following
reductions:
VOLUME DISCOUNTS are provided if the total amount being invested in Class A
shares of the Fund alone, or in any combination of Class A shares of the other
mutual funds in the Seligman Group which are sold with a front-end 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 a Series of the Fund and shares of the other
mutual funds in the Seligman Group sold with a front-end sales load with the
total net asset value of shares of those mutual munds already owned that were
sold with a front-end 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 front-
end 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 front-end 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 front-end sales load of the other mutual funds in
the Seligman Group 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 front-
end 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 back of 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, of 1986, as amended,
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 Series, to
receive in bulk and to distribute to each participant on a timely basis the
Fund's Prospectus, reports and other shareholder communications.
2. Employees participating in a plan will be expected to make regular
periodic investments (at least annually). A participant who fails to make such
investments may be dropped from the plan by the employer or the Series 12 months
and 30 days after the last regular investment in his account. In such event,
the dropped participant would lose the discount on share purchases to which the
plan might then be entitled.
3. The employer must solicit its employees for participation in such an
employee benefit plan or authorize and assist an investment dealer in making
enrollment solicitations.
ELIGIBLE EMPLOYEE BENEFIT PLANS. The table of sales loads in the Prospectus
applies to sales to "eligible employee benefit plans" (as defined in the
Prospectus), except that each Series 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 Mutual Funds or (ii) of employers who have at least 50
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.
-14-
<PAGE>
PAYMENT IN SECURITIES. In addition to cash, the Series may accept securities
in payment for Series shares sold at the applicable public offering price (net
asset value plus any applicable sales load), although the Series does not
presently intend to accept securities in payment for Series shares. Generally,
a Series will only consider accepting securities (l) to increase its holdings in
a portfolio security, or (2) if the Manager determines that the offered
securities are a suitable investment in a sufficient amount for efficient
management. Although no minimum has been established, it is expected that the
Series would not accept securities with a value of less than $100,000 per issue
in payment for shares. A Series may reject in whole or in part offers to pay
for shares with securities, may require partial payment in cash for applicable
sales loads, and may discontinue accepting securities as payment for shares at
any time without notice. A Series will not accept restricted securities in
payment for shares. A Series will value accepted securities in the manner
provided for valuing portfolio securities of the Series. Any securities
accepted by the Series in payment for Series shares will have an active and
substantial market and have a value which is readily ascertainable (See
"Valuation"). In accordance with Texas securities regulations, should a Series
accept securities in payment for shares, such transactions would be limited to a
bona-fide reorganization, statutory merger, or to other acquisitions of
portfolio securities (except for municipal debt securities issued by state
political subdivisions or their agencies or instrumentalities) which meet the
investment objectives and policies of a Series; are acquired for investment and
not for resale; are liquid securities which are not restricted as to transfer
either by law or liquidity of market; and have a value which is readily
ascertainable (and not established only by evaluation procedures) as evidenced
by a listing on the American Stock Exchange, the New York Stock Exchange or
NASDAQ.
FURTHER TYPES OF REDUCTIONS. Class A shares of each Series may be issued
without a sales load in connection with the acquisition of cash and securities
owned by other investment companies and other personal holding companies to
financial institution trust departments, to registered investment advisers
exercising investment discretionary authority with respect to the purchase of
Series shares, or pursuant to sponsored arrangements with organizations which
make recommendations to, or permit group solicitation of, its employees, members
or participants in connection with the purchase of shares of the Series, to
separate accounts established and maintained by an insurance company which are
exempt from registration under Section 3(c)(11) of the 1940 Act, to registered
representatives and employees (and their spouses and minor children) of any
dealer that has a sales agreement with SFSI and shareholders of mutual funds
with investment objectives and policies similar to the Series who purchase
shares with redemption proceeds of such funds and to certain unit investment
trusts as described in the Prospectus.
Class A shares may be sold at net asset value to these persons since such
shares require less sales effort and lower sales related expenses as compared
with sales to the general public.
MORE ABOUT REDEMPTIONS. The procedures for redemption of Series' shares
under ordinary circumstances are set forth in the Prospectus. In unusual
circumstances, payment may be postponed, or the right of redemption postponed
for more than seven days, if the orderly liquidation of portfolio securities is
prevented by the closing of, or restricted trading on, the New York Stock
Exchange ("NYSE") during periods of emergency, or such other periods as ordered
by the Securities and Exchange Commission. Under these circumstances,
redemption proceeds may be made in securities, subject to the review of some
state securities commissions. If payment is made in securities, a shareholder
may incur brokerage expenses in converting these securities to cash.
DISTRIBUTION SERVICES
SFSI, an affiliate of the Manager, acts as general distributor of the shares
of the Series of the Fund and of the other mutual funds in the Seligman Group.
The Fund and SFSI are parties to a Distributing Agreement dated January 1, 1993.
As general distributor of the Fund's capital stock, SFSI allows comissions to
all dealers, as indicated in the Prospectus, up to 4.25% on purchases to which
the 4.75% maximum sales load applies. SFSI receives the balance of sales loads
and any CDSLs paid by investors.
Total sales loads paid by the Series and CDSLs retained by SFSI for fiscal
1995, 1994 and 1993 are as follows:
Fiscal 1995
-----------
<TABLE>
<CAPTION>
SFSI Dealer Total CDSL
Series Concessions Commissions Commissions Retained +
- ------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
International Fund $ 24,712 $ 340,375 $ 365,087 $ 9,926
Global Growth Opportunities Fund* 70,114 3,119,458 3,189,572 2,125
Global Smaller Companies Fund 149,478 1,581,277 1,730,755 20,784
Global Technology Fund 1,452,931 13,763,930 15,216,861 47,859
</TABLE>
-15-
<PAGE>
Fiscal 1994
-----------
<TABLE>
<CAPTION>
SFSI Dealer Total CDSL
Series Concessions Commissions Commissions Retained +
- ------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
International Fund $ 24,205 $ 274,339 $ 298,544 $ 5,313
Global Smaller Companies Fund 58,459 652,019 710,478 22,864
Global Technology Fund** 170,518 1,699,610 1,870,128 366
</TABLE>
Fiscal 1993
-----------
<TABLE>
<CAPTION>
SFSI Dealer Total CDSL
Series Concessions Commissions Commissions Retained +
- ------ --------------- ---------------- --------------- ----------
<S> <C> <C> <C> <C>
International Fund $ -- $104,059 $104,059 $ 52
Global Smaller Companies
Fund 48,938 615,114 664,052 983
</TABLE>
- ----------------------------
* For the period 11/1/95 to 1/31/96.
** For the period 5/23/94 to 10/31/94.
+ No Class B shares were outstanding from Class B shares were retained by
throughout the 3 year period ended SFSI. December 31, 1995 and as a result no
CDSL charges
Effective April 1, 1995, Seligman Services, Inc., an affiliate of the
Manager, became eligible to receive commissions from certain sales of Series
shares, as well as distribution and service fees pursuant to the Plans. For the
period ended October 31, 1995 (January 31, 1996, for the Global Growth
Opportunities Fund), Seligman Services, Inc. received commissions from sales of
the Series of the Fund and distribution and service fees, pursuant to the Plans,
as follows:
<TABLE>
<CAPTION>
Distribution and
Series Commissions Service fees
- ---------------------------------- ----------- ----------------
<S> <C> <C>
International Fund $ 1,843 $10,799
Global Growth Opportunities Fund 3,253 267
Global Smaller Companies Fund 16,474 4,833
Global Technology Fund 240,079 6,303
</TABLE>
Class A shares may be sold at net asset value to present and retired
Directors, trustees, officers, employees (and their family members, as defined
in the Prospectus) of the Fund, the other investment companies in the Seligman
Group, the Manager and other companies affiliated with the Manager and the
Subadviser. Such sales also may be made to employee benefit plans for such
persons and to any investment advisory, custodial, trust or other fiduciary
account managed or advised by the Manager or any affiliate. These sales may be
made for investment purposes only, and shares may be resold only to the Series.
VALUATION
The net asset value per share of each class of a Series of the Fund is
determined as of the close of the New York Stock Exchange ("NYSE") (normally,
4:00 p.m. New York City time), on each day that the NYSE is open. The Fund and
the NYSE are currently closed on New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The Fund will also determine net asset value for each class of a Series on each
day in which there is a sufficient degree of trading in a Series' portfolio
securities that the net asset value of Series shares might be materially
affected. Net asset value per share for a class of a Series is computed by
dividing that class' share of the value of the net assets of such Series (i.e.,
the value of its assets less liabilities) by the total number of outstanding
shares of such class. All expenses of a Series, including the Manager's fee,
are accrued daily and taken into account for the purpose of determining net
asset value. The net asset value of Class B and Class D shares of a Series will
generally be lower than the net asset value of Class A shares of such Series as
a result of the higher distribution fee with respect to such shares.
-16-
<PAGE>
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 maker in such securities. Other
securities not listed on an exchange or securities market, or securities in
which there were no transactions, are valued at the average of the most recent
bid and asked price, except in the case of open short positions where the asked
price is available. Any securities for which recent market quotations are not
readily available are valued at fair value determined in accordance with
procedures approved by the Board of Directors. Short-term 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.
Generally, trading in foreign securities, as well as U.S. Government
securities, money market instruments and repurchase agreements, is substantially
completed each day at various times prior to the close of the NYSE. The values
of such securities used in computing the net asset value of the Series shares
are determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the value of such securities and such exchange rates may occur between
the times at which they are determined and the close of the NYSE, which will not
be reflected in the computation of net asset value. If during such periods
events occur which materially affect the value of such securities, the
securities will be valued at their fair market value as determined in accordance
with procedures approved by the Board of Directors.
For purposes of determining the net asset value per share of a Series, all
assets and liabilities initially expressed in foreign currencies will be
converted into U.S. dollars at the mean between the bid and offer prices of such
currencies against U.S. dollars quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a pricing service
that takes into account the quotes provided by a number of such major banks.
TAXES
FOREIGN INCOME TAXES. Investment income received by the Series from sources
within foreign countries may be subject to foreign income taxes withheld at
source. The United States has entered into tax treaties with many foreign
countries which entitle the Series to a reduced rate of such taxes or exemption
from taxes on such income. It is impossible to determine the effective rate of
foreign tax in advance since the amount of each Series' assets to be invested
within various countries is not known.
U.S. FEDERAL INCOME TAXES. Each Series intends for each taxable year to qualify
for tax treatment as a "regulated investment company" under the Code.
Qualification relieves a Series of Federal income tax liability on that part of
its net ordinary income and net realized capital gains which it pays out to its
shareholders. Such qualification does not, of course, involve governmental
supervision of management or investment practices or policies. Investors should
consult their own counsel for a complete understanding of the requirements a
Series must meet to qualify for such treatment. The information set forth in
the Prospectus and the following discussion relate solely to the U.S. Federal
income taxes on dividends and distributions by a Series and assumes that each
Series 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.
Each Series intends to declare and distribute dividends in the amounts and at
the times necessary to avoid the application of the 4% Federal excise tax
imposed on certain undistributed income of regulated investment companies. Each
Series will be required to pay the 4% excise tax to the extent it does not
distribute to its shareholders during any calendar year at least 98% of its
ordinary income for the calendar year plus 98% of its capital gain net income
for the twelve months ended October 31 of such year. Certain distributions of
the Series which are paid in January of a given year but are declared in the
prior October, November or December to shareholders of record as of a specified
date during such a month will be treated as having been distributed to
shareholders and will be taxable to shareholders as if received in December.
Dividends of net ordinary income and distributions of any net realized short-
term capital gain are taxable to shareholders as ordinary income. Since each
Series expects to derive a substantial portion of its gross income (exclusive of
capital gains) from sources other than qualifying dividends, it is expected that
only a portion of each Series' dividends or distributions will qualify for the
dividends received deduction for corporations.
-17-
<PAGE>
The excess of net long-term capital gains over the net short-term capital
losses realized and distributed by each Series to its shareholders will be
taxable to the shareholders as long-term capital gains, irrespective of the
length of time a shareholder may have held Series shares. Any dividend or
distribution received by a shareholder on shares of a Series shortly after the
purchase of such shares will have the effect of reducing the net asset value of
such shares by the amount of such dividend or distribution. Furthermore, such
dividend or distribution, although in effect a return of capital, would be
taxable to the shareholder as described above. If a shareholder has held shares
in a Series for six months or less and during that period has received a
distribution taxable to the shareholder as a long-term capital gain, any loss
recognized by the shareholder on the sale of those shares during that period
will be treated as a long-term capital loss to the extent of the distribution.
Dividends and distributions are taxable in the manner discussed regardless of
whether they are paid to the shareholder in cash or are reinvested in additional
shares of a Series' common stock.
Each Series generally will be required to withhold tax at the rate of 31%
with respect to a portion of distributions and other reportable payments to
noncorporate shareholder unless the shareholder certifies on his Account
Application that the social security or taxpayer identification number provided
is correct and that the shareholder has not been notified by the Internal
Revenue Service that he is subject to backup withholding.
Income received by a Series from sources within various foreign countries may
be subject to foreign income tax. If more than 50% of the value of a Series'
total assets at the close of its taxable year consists of the stock or
securities of foreign corporations, such Series may elect to "pass through" to
its shareholders the amount of foreign income taxes paid by such Series.
Pursuant to such election, shareholders would be required: (i) to include in
gross income, even though not actually received, their respective pro-rata
shares of a Series' gross income from foreign sources; and (ii) either to deduct
their pro-rata share of foreign taxes in computing their taxable income, or to
use such share as a foreign tax credit against Federal income tax (but not
both). No deduction for foreign taxes could be claimed by a shareholder who
does not itemize deductions.
Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to the limitation that the credit may not exceed
the shareholder's U.S. tax (determined without regard to the availability of the
credit) attributable to his or her total foreign source taxable income. For
this purpose, the portion of dividends and distributions paid by a Series from
its foreign source income will be treated as foreign source income. Each
Series' gains from the sale of securities will generally be treated as derived
from U.S. sources, however, and certain foreign currency gains and losses
likewise will be treated as derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source "passive income,"
such as the portion of dividends received from a Series which qualifies as
foreign source income. In addition, the foreign tax credit is allowed to offset
only 90% of the alternative minimum tax imposed on corporations and individuals.
Because of these limitations, shareholders may be unable to claim a credit for
the full amount of their proportionate shares of the foreign income taxes paid
by a Series.
Each Series intends for each taxable year to meet the requirements of the
Code to "pass through" to its shareholders foreign income taxes paid, but there
can be no assurance that a Series will be able to do so. Each shareholder will
be notified within 60 days after the close of each taxable year of each Series
whether the foreign taxes paid by such Series will "pass through" for that year,
and, if so, the amount of each shareholder's pro-rata share (by country) of (i)
the foreign taxes paid, and (ii) such Series' gross income from foreign sources.
Of course, shareholders who are not liable for Federal income taxes, such as
retirement plans qualified under Section 401 of the Code, will not be affected
by any such "pass through" of foreign tax credits.
INVESTMENTS IN PASSIVE FOREIGN INVESTMENT COMPANIES. If a Series purchases
shares in certain foreign investment entities, referred to as "passive foreign
investment companies," the Series itself may be subject to 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 such Series as a dividend to
its shareholders. If a Series were able and elected to treat a passive foreign
investment company as a "qualified electing fund," in lieu of the treatment
described above, such Series would be required each year to include in income,
and distribute to shareholders in accordance with the distribution requirements
set forth above, its pro rata share of the ordinary earnings and net capital
gains of the company, whether or not distributed to such Series.
CERTAIN FOREIGN CURRENCY TRANSACTIONS. Gains or losses attributable to foreign
currency contracts, or to fluctuations in exchange rates that occur between the
time a Series accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities are treated as ordinary
income or ordinary loss. Similarly, gains or losses on disposition of debt
securities denominated in a foreign currency attributable to
-18-
<PAGE>
fluctuations in the value of the foreign currency between the date of
acquisition of the security and the date of disposition also are treated as
ordinary gain or loss. These gains or losses increase or decrease the amount of
a Series' net investment income available to be distributed to its shareholders
as ordinary income.
OPTIONS TRANSACTIONS. A special "marked-to-market" system governs the taxation
of "section 1256 contracts," which include certain listed options. Each Series
may invest in such section 1256 contracts. In general, gain or loss on section
1256 contracts will be taken into account for tax purposes when actually
realized. In addition, any section 1256 contracts held at the end of a taxable
year will be treated as sold at fair market value (that is, marked-to-market),
and the resulting gain or loss will be recognized for tax purposes. In general,
gain or loss recognized by a Series on the actual or deemed disposition of a
section 1256 contract will be treated as 60% long-term and 40% short-term
capital gain or loss, regardless of the period of time the section 1256 contract
is actually held by such Series. Each Series can elect to exempt its section
1256 contracts which are part of a "mixed" straddle from the application of
section 1256.
PERFORMANCE
The average annual total returns for the one-year period ended October 31,
1995 for the Class A shares of the International Fund, the Global Smaller
Companies Fund and the Global Technology Fund were (5.92)%, 14.44%, and 49.79%,
respectively; and since inception through the period ended October 31, 1995 for
the International Fund, the Global Smaller Companies Fund, and the Global
Technology Fund were 10.28%, 23.20%, and 47.78%, respectively. The total return
for the period from November 1, 1995 (commencement of operations) through
January 31, 1996 for the Class A shares of the Global Growth Opportunities Fund
was 1.07%. These returns were computed by assuming a hypothetical initial
investment of $1,000 in Class A shares of each Series. From this $1,000, the
maximum sales load of $47.50 (4.75% of public offering price) was deducted. It
was then assumed that all of the dividends and distributions paid by the Series'
Class A shares over the relevant time period, were reinvested. It was then
assumed that at the end of these periods, the entire amounts were redeemed. The
average annual total return was then calculated by calculating the annual rate
required for the initial payment to grow to the amount which would have been
received upon redemption (i.e., the average annual compound rate of return).
The average annual total returns for the one-year period ended October 31,
1995 for the Class D shares of the International Fund, the Global Smaller
Companies Fund and the Global Technology Fund were (3.02)%, 18.11%, and 54.95%,
respectively; and since inception through the period ended October 31, 1995 for
the International Fund, the Global Smaller Companies Fund and the Global
Technology Fund were 6.83%, 22.51%, and 51.61%, respectively. The total return
for the period from November 1, 1995 through January 31, 1996 for the Class D
shares of the Global Growth Opportunities Fund was 5.02%. These returns were
computed by assuming a hypothetical initial investment of $1,000 in Class D
shares of each Series and that all of the dividends and distributions paid by
the Series' Class D shares over the relevant time period, were reinvested. It
was then assumed that at the end of these periods, the entire amount was
redeemed, subtracting the 1% CDSL, if applicable.
Performance information is not provided for class B shares because no Class B
shares were outstanding prior to April 22, 1996.
The tables below illustrate the total returns on a $1,000 investment in each
of the Series' Class A and Class D shares from the commencement of a Series'
operations through October 31, 1995 (January 31, 1996 for the Global Growth
Opportunities Fund), assuming investment of all dividends and capital gain
distributions.
CLASS A SHARES
<TABLE>
<CAPTION>
YEAR/ VALUE OF CAPITAL VALUE TOTAL VALUE
PERIOD INITIAL GAIN OF OF TOTAL
ENDED/1/ INVESTMENT/2/ DISTRIBUTIONS DIVIDENDS INVESTMENT/2/ RETURN/1,3/
- -------- ------------- ------------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C>
INTERNATIONAL FUND
10/31/92 $ 944 $-- $-- $ 944
10/31/93 1,268 -- 4 1,272
10/31/94 1,402 28 5 1,435
10/31/95 1,326 87 5 1,418 41.75%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
GLOBAL GROWTH OPPORTUNITIES FUND
1/31/96 $1,011 $-- $-- $1,011 1.07%
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
GLOBAL SMALLER COMPANIES FUND
<S> <C> <C> <C> <C> <C>
10/31/92 $ 953 $-- $-- $ 953
10/31/93 1,331 -- 2 1,333
10/31/94 1,591 10 3 1,604
10/31/95 1,853 69 4 1,926 92.60%
<CAPTION>
<S> <C> <C> <C> <C> <C>
GLOBAL TECHNOLOGY FUND
10/31/94 $1,116 $-- $-- $1,116
10/31/95 1,740 16 -- 1,756 75.56%
</TABLE>
CLASS D SHARES
<TABLE>
<CAPTION>
VALUE OF
YEAR/ VALUE OF CAPITAL VALUE TOTAL VALUE
PERIOD INITIAL GAIN OF OF TOTAL
ENDED/1/ INVESTMENT/2/ DISTRIBUTIONS DIVIDENDS INVESTMENT/2/ RETURN/1,3/
- -------- --------------- ----------------- ------------ ---------------- --------------
<S> <C> <C> <C> <C> <C>
INTERNATIONAL FUND
10/31/93 $ 1,048 $ -- $ -- $1,048
10/31/94 1,151 23 -- 1,174
10/31/95 1,079 71 -- 1,150 14.96%
<CAPTION>
GLOBAL GROWTH OPPORTUNITIES FUND
<S> <C> <C> <C> <C> <C>
1/31/96 $ 1,050 $ -- $ -- $1,050 5.02%
<CAPTION>
GLOBAL SMALLER COMPANIES FUND
<S> <C> <C> <C> <C> <C>
10/31/93 $ 1,167 $ -- $ -- $1,167
10/31/94 1,385 9 -- 1,394
10/31/95 1,600 60 -- 1,660 65.98%
<CAPTION>
GLOBAL TECHNOLOGY FUND
<S> <C> <C> <C> <C> <C>
10/31/94 $ 1,158 $ -- $ -- $1,158
10/31/95 1,806 16 -- 1,822 82.16%
</TABLE>
- -----------------------
/1/ From commencement of operations on:
<TABLE>
<CAPTION>
Class A Shares Class D Shares
-------------- --------------
<S> <C> <C>
International Fund 4/7/92 9/21/93
Global Growth Opportunities Fund 11/1/95 11/1/95
Global Smaller Companies Fund 9/9/92 5/3/93
Global Technology Fund 5/23/94 5/23/94
</TABLE>
/2/ The "Value of Initial Investment" as of the date indicated reflects the
effect of the maximum sales load or CDSL, if applicable, assumes that all
dividends and capital gain distributions were taken in cash and reflects
changes in the net asset value of the shares purchased with the hypothetical
initial investment. "Total Value of Investment" assumes investment of all
dividends and capital gain distributions.
/3/ "Total Return" for each class of shares of a Series is calculated by
assuming a hypothetical initial investment of $1,000 at the beginning of the
period specified; subtracting the maximum sales load for Class A shares;
determining total value of all dividends and distributions that would have been
paid during the period on such shares assuming that each dividend or
distribution was invested in additional shares at net asset value; calculating
the total value of the investment at the end of the period; subtracting the
CDSL on Class D shares, if applicable; and finally, by dividing the difference
between the amount of the hypothetical initial investment at the beginning of
the period and its total value at the end of the period by the amount of the
hypothetical initial investment. The International Fund's total return and
average annual total return quoted from time to time through September 21, 1993
for Class A shares does not reflect the deduction of the administration,
shareholder services and distribution fee effective on that date, which fee if
reflected would reduce the performance quoted.
-20-
<PAGE>
No adjustments have been made for any income taxes payable by investors on
dividends invested or gain distributions taken in shares.
Waiver by the Manager and Subadviser of a portion of their fees during the
period (as set forth under "Management and Expenses" herein and "Financial
Highlights" in the Prospectus) positively affected the performance results
provided in this section.
GENERAL INFORMATION
CAPITAL STOCK. The Board of Directors is authorized to classify or reclassify
and issue any unissued capital stock of the Fund into any number of series or
classes without further action by shareholders. To date, shares of four series
have been authorized, which shares constitute interests in the International
Fund, the Global Growth Opportunities Fund, the Global Smaller Companies Fund
and the Global Technology Fund. The 1940 Act requires that where more than one
series or class exists, each series or class must be preferred over all other
series or classes in respect of assets specifically allocated to such series or
class.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of the 1940 Act or applicable state law, or
otherwise, to the holders of the outstanding voting securities of an investment
company such as the Fund shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of each
class or series affected by such matter. Rule 18f-2 further provides that a
class or series shall be deemed to be affected by a matter unless it is clear
that the interests of each class or Series in the matter are substantially
identical or that the matter does not affect any interest of such class or
series. However, the Rule exempts the selection of independent public
accountants, the approval of principal distributing contracts and the election
of directors from the separate voting requirements of the Rule.
CUSTODIAN AND RECORD KEEPING AGENT. Morgan Stanley Trust Company (NY), One
Pierrepont Plaza, Brooklyn, New York 11201, serves as custodian for the Fund.
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri
64105, maintains, under the general supervision of the Manager, certain
accounting records and determines the net asset value for the each Series.
ACCOUNTANTS. Deloitte & Touche LLP, independent auditors, have been selected
as auditors of the Fund. Their address is Two World Financial Center, New York,
NY 10281.
FINANCIAL STATEMENTS
The Annual Report to Shareholders for the Fund for the fiscal year ended
October 31, 1995 is incorporated by reference into this Statement of Additional
Information. The Annual Report contains a schedule of the investments of each
Series as of October 31, 1995 (with the exception of the Global Growth
Opportunities Fund, which did not commence operations until November 1, 1995),
as well as certain other financial information as of that date. The Annual
Report will be furnished, without charge, to investors who request copies of
this Statement of Additional Information. Financial information with respect to
the Global Growth Opportunities Fund as of January 31, 1996 is provided in
Appendix D.
-21-
<PAGE>
APPENDIX A
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")
DEBT SECURITIES
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk. Interest payments are protected
by a large or by an exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long-
term risks appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be characteristically lacking or may be unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact may have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca: Bonds which are rated Ca represent obligations which are speculative in
high degree. Such issues are often in default or have other marked
shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
Moody's applies numerical modifiers (1, 2 and 3) in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; modifier 2 indicates a mid-range ranking; and modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.
COMMERCIAL PAPER
Moody's Commercial Paper Ratings are opinions of the ability of issuers to
repay punctually promissory senior debt obligations not having an original
maturity in excess of one year. Issuers rated "Prime-1" or "P-1" indicate the
highest quality repayment ability of the rated issue.
The designation "Prime-2" or "P-2" indicates that the issuer has a strong
ability for repayment of senior short-term promissory obligations. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternative liquidity is maintained.
-22-
<PAGE>
The designation "Prime-3" or "P-3" indicates that the issuer has an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.
Issues rated "Not Prime" do not fall within any of the Prime rating
categories.
STANDARD & POOR'S CORPORATION ("S&P")
DEBT SECURITIES
AAA: Debt issues rated AAA are highest grade obligations. Capacity to pay
interest and repay principal is extremely strong.
AA: Debt issues rated AA have a very high degree of safety and very strong
capacity to pay interest and repay principal and differ from the highest rated
issues only in small degree.
A: Debt issues rated A are regarded as upper medium grade. They have a
strong degree of safety and capacity to pay interest and repay principal
although it is somewhat more susceptible in the long term to the adverse effects
of changes in circumstances and economic conditions than debt in higher rated
categories.
BBB: Debt issues rated BBB are regarded as having a satisfactory degree of
safety and capacity to pay interest and re-pay principal. Whereas they normally
exhibit adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
re-pay principal for bonds in this category than for bonds in higher rated
categories.
BB, B, CCC, CC: Debt issues rated BB, B, CCC and CC are regarded on balance,
as predominantly speculative with respect to capacity to pay interest and pre-
pay principal in accordance with the terms of the bond. BB indicates the lowest
degree of speculation and CC the highest degree of speculation. While such
bonds will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposure to adverse conditions.
C: The rating C is reserved for income bonds on which no interest is being
paid.
D: Debt issues rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that S&P does not rate a particular
type of bond as a matter of policy.
COMMERCIAL PAPER
S&P Commercial Paper ratings are current assessments of the likelihood of timely
payment of debts having an original maturity of no more than 365 days.
A-1: The A-1 designation indicates that the degree of safety regarding
timely payment is very strong.
A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."
A-3: Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes
in circumstances than obligations carrying the higher designations.
B: Issues rated "B" are regarded as having only a speculative capacity for
timely payment.
C: This rating is assigned to short-term debt obligations with a doubtful
capacity of payment.
-23-
<PAGE>
D: Debt rated "D" is in payment default.
NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that S&P does not rate a particular
type of bond as a matter of policy.
The ratings assigned by S&P may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within its major rating categories.
-24-
<PAGE>
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
Helps finance America's fledgling railroads through underwritings.
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.
Becomes a prominent underwriter of corporate securities, including New York
Mutual Gas Light Company, later part of Consolidated Edison.
Provides financial assistance to Mary Todd Lincoln and urges the Senate to
award her a pension.
Is appointed U.S. Navy fiscal agent by President Grant.
Becomes a leader in raising capital for America's industrial and urban
development.
...1900-1910
Helps Congress finance the building of the Panama Canal.
...1910s
Participates in raising billions for Great Britain, France and Italy, helping
to finance World War I.
...1920s
Participates in hundreds of successful underwritings including those for some
of the Country's largest companies: Briggs Manufacturing, Dodge Brothers,
General Motors, Minneapolis-Honeywell Regulatory Company, Maytag Company United
Artists Theater Circuit and Victor Talking Machine Company.
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
Assumes management of Broad Street Investing Co. Inc., its first mutual fund,
today known as Seligman Common Stock Fund, Inc.
Establishes Investment Advisory Service.
...1940s
Helps shape the Investment Company Act of 1940.
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.
Assumes management of National Investors Corporation, today Seligman Growth
Fund, Inc.
Establishes Whitehall Fund, Inc., today Seligman Income Fund, Inc.
-25-
<PAGE>
...1950-1989
Develops new open-end investment companies. Today, manages more than 40
mutual fund portfolios.
Helps pioneer state-specific, tax-exempt municipal bond funds, today managing
a national and 18 state-specific tax-exempt funds.
Establishes J. & W. Seligman Trust Company and J. & W. Seligman Valuations
Corporation.
Establishes Seligman Portfolios, Inc., an investment vehicle offered through
variable annuity products.
...1990s
Introduces Seligman Select Municipal Fund, Inc. and Seligman Quality
Municipal Fund, Inc. two closed-end funds that invest in high quality municipal
bonds.
In 1991 establishes a joint venture with Henderson Administration Group plc,
of London, known as Seligman Henderson Co., to offer global and international
investment products.
Introduces Seligman Frontier Fund, Inc., a small capitalization mutual fund.
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 and
Seligman Henderson Global Growth Opportunities Fund.
-26-
<PAGE>
APPENDIX C
The Global Technology Fund's investments are managed by Seligman Henderson
Co., a joint venture that combines the unique experience of two of the world's
foremost money managers: J. & W. Seligman & Co. and Henderson Administration
Group plc, with combined assets under management of $30 billion and 187 years of
investment experience. Together, they manage more than $5 billion in technology
assets.
As illustrated below, the technology market now represents a staggering 20% of
world market capitalization, as derived from the Morgan Stanley Capital
International Indices as of December 31, 1995.*
[The printed document contains a bar chart
depicting the global technology market
by major national market segment]
* These indices do not represent the full market capitalization of the selected
countries. Global Technology includes: Aerospace & Military Technology; Data
Processing & Reproduction; Electronics; Electronic Components, Health & Personal
Care; Broadcasting & Publishing; and Telecommunications.
The use of existing developing technologies is an increasingly important
component of human societies throughout the civilized world. Historically,
technologies have been developed and utilized first in the U.S. and then spread
to the rest of the world. The Manager believes that this wave of technology
offers from the trends in the information and technology fields:
Telecommunications privatization, deregulation, and infrastructure spending;
mobile communications; multimedia; and mobile computing.
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<PAGE>
APPENDIX D
Seligman Henderson Global Growth Opportunities Fund
Portfolio of Investments (unaudited) January 31, 1996
- --------------------------------------------------------------------------------
Shares Value
------------ ------------
Common Stocks--94.8%
Aerospace --2.3%
Boeing 16,100 $1,248,756
Rolls-Royce PLC 409,100 1,262,695
------------
2,511,451
------------
Automotive and Related --1.1%
Autoliv (ADRs)*+ 24,675 1,192,363
------------
Business Goods and Services--2.3%
First Data 17,300 1,222,894
Interpublic Group of Companies 30,000 1,273,125
------------
2,496,019
------------
Chemicals--3.0%
Metacorp Berhad 370,000 1,069,531
Richter Gedeon 79,000 2,245,970
------------
3,315,501
------------
Communications--4.3%
DDI 230 1,690,323
L.M. Ericsson (Series B) 71,750 1,439,489
Telebras (ADRs) 6,000 335,550
WorldCom * 36,000 1,314,000
------------
4,779,362
------------
Computers and Technology Related--7.0%
Clarify * 15,000 442,500
Intel* 19,600 1,081,675
Microsoft * 13,700 1,266,394
Objective Systems Integrators* 27,000 1,069,875
Olivetti 2,362,265 1,483,474
Singapore Technologies 541,000 1,295,808
Sterling Software 17,900 1,059,456
------------
7,699,182
------------
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<PAGE>
Seligman Henderson Global Growth Opportunities Fund
Portfolio of Investments (unaudited) January 31, 1996
- --------------------------------------------------------------------------------
Shares Value
------------ ------------
Consumer Goods and Services--14.4%
Adidas 27,080 $1,543,010
Apcoa Parking* 15,500 1,208,130
Coca-Cola Amatil 148,000 1,396,193
LVMH Moet-Hennessy 6,310 1,407,977
Oakley * 33,700 1,240,581
PepsiCo 21,500 1,280,594
Procter and Gamble 13,900 1,166,731
H M Sampoerna 102,000 1,263,599
Sern Suk 66,700 1,474,033
South African Breweries 39,150 1,458,940
Television Broadcasting 317,000 1,139,742
Yue Yuen Industrial Holdings 4,936,000 1,251,220
------------
15,830,750
------------
Distributors--2.7%
Ryoyo Electron 80,000 1,884,993
Wickaksana Overseas International* 406,000 1,100,229
------------
2,985,222
------------
Diversified--2.9%
Citic Pacific * 337,000 1,305,357
Domnick Hunter Group 150,000 744,396
Siebe 100,000 1,199,809
------------
3,249,562
------------
Drugs and Health Care--9.4%
Amgen * 21,300 1,279,331
Columbia/HCA Healthcare 23,500 1,305,719
Guidant 32,800 1,506,750
Hokuriku Seiyaku 26,000 405,984
Pfizer 20,700 1,421,831
Pharmacia & UpJohn 38,000 1,543,882
Roussel 8,435 1,566,520
United Healthcare 20,600 1,293,938
------------
10,323,955
------------
-29-
<PAGE>
Seligman Henderson Global Growth Opportunities Fund
Portfolio of Investments (unaudited) January 31, 1996
- --------------------------------------------------------------------------------
Shares Value
------------ ------------
Electric and Gas Utilities--0.7%
Huaneng Power International* 45,000 $781,875
------------
Electronics--4.9%
Keyence 17,500 1,881,720
Kyocera 25,000 1,774,194
Secom 27,000 1,757,083
------------
5,412,997
------------
Entertainment and Leisure--6.0%
Disney (Walt) 19,700 1,264,494
Granada Group 128,800 1,393,352
HIS 22,000 1,141,655
Indian Hotels* 70,000 1,575,000
Viacom (Class B) 30,700 1,243,350
------------
6,617,851
------------
Financial Services--5.9%
American International Group 13,300 1,288,438
Donaldson, Lufkin & Jenrette 38,400 1,176,000
Manhattan Card 2,440,000 1,167,600
MBNA 30,900 1,259,175
Sanyo Shinpan 21,000 1,584,572
------------
6,475,785
------------
Industrial Goods and Services-1.4%
BBC Brown Boveri 1,345 1,548,976
------------
Manufacturing and Industrial Equipment--3.6
Asahi Diamond Industries 130,000 1,798,971
Kalmar Industries 57,600 927,796
Larsen & Toubro 76,000 1,282,120
------------
4,008,887
------------
-30-
<PAGE>
Seligman Henderson Global Growth Opportunities Fund
Portfolio of Investments (unaudited) January 31, 1996
- --------------------------------------------------------------------------------
Shares Value
------------ ------------
Media--3.9%
Capital Radio 85,000 $788,349
IBC Group 170,000 735,621
Nippon Television Network 6,200 1,785,507
Sisten Televisyen of Malaysia 10,000 943,477
------------
4,252,954
------------
Paper and Packaging--0.7%
Wace Group 200,000 786,760
------------
Publishing--3.6%
Reed Elsevier 104,750 1,458,266
Singapore Press Holding 60,000 1,166,608
WPP Group 500,000 1,301,180
------------
3,926,054
------------
Resources--2.6%
Gencor 367,000 1,518,482
Western Mining 215,500 1,327,457
------------
2,845,939
------------
Restaurants--0.8%
Pizza Express 220,000 872,093
------------
Retail Trade--6.5%
Home Depot 27,200 1,249,500
Joshin Denki 140,000 1,754,091
Lojas Americanas 12,000 276,938
Office Depot 25,600 484,800
Shimachu 50,000 1,556,802
Tsutsumi Jewelry 32,800 1,833,979
------------
7,156,110
------------
Support Services--1.1%
Rentokil 230,000 1,211,005
------------
-31-
<PAGE>
Seligman Henderson Global Growth Opportunities Fund
Portfolio of Investments (unaudited) January 31, 1996
- --------------------------------------------------------------------------------
Shares Value
------------ ------------
Transportation--3.7%
Kobenhauns Lufthavne 18,000 $1,390,866
Lufthansa 10,080 1,507,005
SITA 6,700 1,218,051
------------
4,115,922
------------
Total Common Stocks
(Cost $98,621,507 ) 104,396,575
------------
Preferred Stocks-1.2%
(Cost $1,641,834)
Communications--1.2%
Nokia 35,330 1,376,277
------------
Total Investments--96.0%
(Cost $100,263,341 ) 105,772,852
Other Assets Less Liabilities--4.0% 4,366,867
------------
Net Assets--100.0% $110,139,719
============
- -------------
* Non-income producing security
+ Rule 144A security.
See notes to financial statements.
-32-
<PAGE>
Seligman Henderson Global Growth Opportunities Fund
Statement of Assets and Liabilities (unaudited) January 31, 1996
- --------------------------------------------------------------------------------
Assets:
Investments, at value:
Common stocks (cost $98,621,507) $104,396,575
Preferred stocks (cost $1,641,834) 1,376,277 $105,772,852
------------
Cash 8,373,306
Receivable for Capital Stock sold 1,987,572
Net unrealized appreciation on
forward currency contracts 454,593
Receivable for securities sold 447,688
Receivable for dividends and interest 49,869
Expenses prepaid to shareholder service agent 37,144
------------
Total Assets 117,123,024
------------
Liabilities:
Payable for securities purchased 6,787,431
Payable for Capital Stock Stock repurchased 49,434
Accrued expenses, taxes, and other 146,440
------------
Total Liabilities 6,983,305
------------
Net Assets $110,139,719
============
Composition of Net Assets:
Capital Stock, at par ($.001 par value;
500,000,000 shares authorized;
14,529,084 shares outstanding):
Class A $10,876
Class D 3,653
Additional paid-in capital 104,766,278
Accumulated net investment loss (262,715)
Accumulated net realized loss on investments (337,421)
Net unrealized appreciation (depreciation)
of investments 7,350,685
Net unrealized depreciation on translation
of assets and liabilities denominated
in foreign currencies and forward
currency contracts (1,391,637)
------------
Net Assets $110,139,719
============
Net Asset Value per share:
Class A ($82,488,824/10,875,874 shares) $7.58
Class D ($27,650,895/3,653,210 shares) $7.57
- ------------------
See notes to financial statements.
-33-
<PAGE>
Seligman Henderson Global Growth Opportunities Fund
Statement of Operations (unaudited) For the period 11/1/95*
to 1/31/96
- --------------------------------------------------------------------------------
Investment income:
Dividends (net of foreign taxes
withheld of $5,516) $71,143
Interest 58,543
----------
Total investment income $129,686
Expenses:
Management fee 174,945
Distribution and service fees 72,906
Shareholder account services 68,506
Custody and related fees 22,644
Auditing and legal fees 12,323
Registration 11,317
Shareholder reports and
communications 5,100
Directors' fees and expenses 1,530
Miscellaneous 480
----------
Total expenses 369,751
----------
Net investment loss (240,065)
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions:
Net realized loss on investments (306,961)
Net realized loss from foreign
currency transactions (53,110)
Net change in unrealized appreciation
of investments 7,350,685
Net change in unrealized appreciation
on translation of assets and liabilities
denominated in foreign currencies
and forward currency contracts (1,391,637)
----------
Net gain on investments and foreign currency
transactions 5,598,977
----------
Increase in net assets from operations $5,358,912
==========
- ---------------------
* Commencement of operations.
See notes to financial statements.
-34-
<PAGE>
Seligman Henderson Global Growth Opportunities Fund
Statement of Changes in Net Assets (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
11/1/95 *
to
1/31/96
------------------
<S> <C> <C>
Operations:
Net investment loss ($240,065)
Net realized loss on investments (306,961)
Net realized loss from foreign currency transactions (53,110)
Net change in unrealized appreciation of
investments 7,350,685
Net change in unrealized appreciation on
translation of assets and liabilities denominated in
foreign currencies and forward currency contracts (1,391,637)
------------------
Increase in net assets from operations 5,358,912
------------------
Capital share transactions: Shares
------------------
11/1/95 *
to 1/31/96
------------------
Net proceeds from sale of shares:
Class A 10,440,234 75,201,264
Class D 3,254,873 23,537,524
Exchanged from associated Funds:
Class A 908,305 6,596,525
Class D 487,015 3,556,340
---------------------------------------
Total 15,090,427 108,891,653
---------------------------------------
Cost of shares repurchased:
Class A (153,085) (1,117,018)
Class D (38,229) (278,601)
Exchanged into associated Funds:
Class A (319,580) (2,343,245)
Class D (50,449) (371,982)
---------------------------------------
Total (561,343) (4,110,846)
---------------------------------------
Increase in net investment assets from capital
share transactions 14,529,084 104,780,807
==============-------------------------
Increase in net assets 110,139,719
Net Assets:
Beginning of period --
------------------
End of period $110,139,719
==================
</TABLE>
- -----------------
* Commencement of operations.
See notes to financial statements.
-35-
<PAGE>
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (unaudited)
1. Seligman Henderson Global Growth Opportunities Fund (the "Series") is one of
four separate series of the Seligman Henderson Global Fund Series, Inc. (the
"Fund"). The other series are the "International Fund," the "Global Smaller
Companies Fund," and the "Global Technology Fund." The Series offers two classes
of shares-- Class A shares and Class D shares; and had no operations prior to
its commencement on November 1, 1995, other than those relating to
organizational matters.
Class A shares are sold with an initial sales charge of up to 4.75% and a
continuing service fee of up to 0.25% on an annual basis. Class D shares are
sold without an initial sales charge but are subject to a distribution fee of up
to 0.75% and a service fee of up to 0.25% on an annual basis, and contingent
deferred sales load ("CDSL") of 1% imposed on certain redemptions made within
one year of purchase. The two classes of shares for the Series represent
interests in the same portfolio of investments, have the same rights and are
generally identical in all respects except that each class bears its separate
distribution and certain class expenses and has exclusive voting rights with
respect to any matter to which a separate vote of any class is required.
2. Significant accounting policies followed, all in conformity with generally
accepted accounting principles, are given below:
a. Securities traded on a foreign exchange or over-the-counter market are valued
at the last sales price on the primary exchange or market on which they are
traded. United Kingdom securities and securities for which there are no recent
sales transactions are valued based on quotations provided by primary market
makers in such securities. Any securities for which recent market quotations are
not readily available are valued at fair value determined in accordance with
procedures approved by the Board of Directors. Short-term holdings which mature
in more than 60 days are valued at current market quotations. Short-term
holdings maturing in 60 days or less are valued at amortized cost.
b. Investments in foreign securities will usually be denominated in foreign
currency, and the Series may temporarily hold funds in foreign currencies. The
books and records of the Series are maintained in U.S. dollars. Foreign currency
amounts are translated into U.S. dollars on the following basis:
(i) market value of investment securities, other assets, and liabilities,
at the closing daily rate of exchange as reported by a pricing service; (ii)
purchases and sales of investment securities, income, and expenses, at the rate
of exchange prevailing on the respective dates of such transactions.
The Series' net asset values per share will be affected by changes in
currency exchange rates. Changes in foreign currency exchange rates may also
affect the value of dividends and interest earned, gains and losses realized on
sales of securities and net investment income and gains, if any, to be
distributed to shareholders of the Series. The rate of exchange between the U.S.
dollar and other currencies is determined by the forces of supply and demand in
the foreign exchange markets.
-36-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
Net realized foreign exchange gains and losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest and foreign withholding taxes recorded on the
Series' books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
value of portfolio securities and other foreign currency denominated assets and
liabilities at period end, resulting from changes in exchange rates.
The Series separates that portion of the results of operations resulting
from changes in the foreign exchange rates from the fluctuations arising from
changes in the market prices of securities held in the portfolio. Similarly, the
Series separates the effect of changes in foreign exchange rates from the
fluctuations arising from changes in the market prices of portfolio securities
sold during the period.
c. The Series may enter into forward currency contracts in order to hedge its
exposure to changes in foreign currency exchange rates on its foreign portfolio
holdings, or other amounts receivable or payable in foreign currency. A forward
contract is a commitment to purchase or sell a foreign currency at a future date
at a negotiated forward rate. Certain risks may arise upon entering into these
contracts from the potential inability of counterparties to meet the terms of
their contracts. The contracts are valued daily at current exchange rates and
any unrealized gain or loss is included in net unrealized appreciation or
depreciation on translation of assets and liabilities denominated in foreign
currencies and forward currency contracts.
The gain or loss, if any, arising from the difference between the
settlement value of the forward contract and the closing of such contract, is
included in net realized gain or loss from foreign currency transactions.
d. There is no provision for federal income or excise tax. The Series will elect
to be taxed as a regulated investment company and intends to distribute
substantially all taxable net income and net gain realized, if any, annually.
Withholding taxes on foreign dividends and interest have been provided for in
accordance with the Series' understanding of the applicable country's tax rules
and rates.
e. The treatment for financial statement purposes of distributions made during
the year from net investment income or net realized gains may differ from their
ultimate treatment for federal income tax purposes. These differences primarily
are caused by: differences in the timing of the recognition of certain
components of income, expense or capital gain and the recharacterization of
foreign exchange gains or losses to either ordinary income or realized capital
gain for federal income tax purposes. Where such differences are permanent in
nature, they are reclassified in the components of net assets based on their
ultimate characterization for federal income tax purposes. Any such
reclassifications will have no effect on net assets, results of operations, or
net asset value per share of the Series.
f. Investment transactions are recorded on trade dates. Identified cost of
investments sold is used for both financial statement and federal income tax
purposes. Dividends receivable and payable are recorded on ex-dividend dates.
Interest income is recorded on an accrual basis.
-37-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
g. All income, expenses (other than class-specific expenses), and realized and
unrealized gains or losses are allocated daily to each class of shares based
upon the relative value of shares of each class. Classspecific expenses, which
include distribution and service fees and any other items that can be
specifically attributed to a particular class, are charged directly to such
class.
3. Purchases and sales of portfolio securities, excluding short-term
investments, for the period ended January 31, 1996, amounted to $102,592,755 and
$1,991,993, respectively.
At January 31, 1996, the cost of investments of the Series for federal income
tax purposes was substantially the same as the cost for financial reporting
purposes, and the tax basis gross unrealized appreciation and depreciation of
portfolio securities, including the effects of foreign currency translations,
amounted to $7,662,942 and $2,113,431, respectively.
4. J. & W. Seligman & Co. Incorporated (the "Manager") manages the affairs
of the Fund and provides the necessary personnel and facilities. Compensation
of all officers of the Fund, all directors of the Fund who are employees
or consultants of the Manager, and all personnel of the Fund and the
Manager is paid by the Manager. The Manager receives a fee, calculated daily
and payable monthly, equal to 1.00% per annum of the Series' average daily net
assets, of which 0.90% is paid to Seligman Henderson Co. (the "Subadviser"),
a 50% owned affiliate of the Manager.
Seligman Financial Services, Inc. (the "Distributor"), agent for the
distribution of the Series' shares and an affiliate of the Manager, received
concessions of $70,114 after commissions of $3,119,458 were paid to dealers for
sale of Class A shares.
The Series has an Administration, Shareholder Services and Distribution Plan
(the "Plan") with respect to Class A shares under which service organizations
can enter into agreements with the Distributor and receive a continuing fee of
up to 0.25% on an annual basis, payable quarterly, of the average daily net
assets of the Class A shares attributable to the particular service
organizations for providing personal services and/or the maintenance of
shareholder accounts. The Distributor charges such fees to the Series pursuant
to the Plan. For the period ended January 31, 1996, fees incurred by the Series
aggregated $34,013, or 0.25% per annum of the average daily net assets of Class
A shares.
The Series has a Plan with respect to Class D shares under which service
organizations can enter into agreements with the Distributor and receive a
continuing fee for providing personal services and/or the maintenance of
shareholder accounts of up to 0.25% on an annual basis of the average daily net
assets of the Class D shares for which the organizations are responsible, and
fees for providing other distribution assistance of up to 0.75% on an annual
basis of such average daily net assets. Such fees are paid monthly by the Series
to the Distributor pursuant to the Plan. For the period ended January 31, 1996,
fees incurred by the Series aggregated $38,893 or 1% per annum of the average
daily net assets of Class D shares.
-38-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
The Distributor is entitled to retain any CDSL imposed on certain
redemptions of Class D shares occuring within one year of purchase. For the
period ended January 31, 1996, such charges amounted to $2,125 for the Series.
Seligman Services, Inc., an affiliate of Manager is eligible to receive
commissions from certain sales of the Series' shares, as well as distribution
and fees pursuant to the Plan. For the period ended January 31, 1996, Seligman
Services, Inc. received commissions of $3,253 from sales of the Series and
distribution and service fees of $267, pursuant to the Plan.
Seligman Data Corp., which is owned by certain associated investment
companies, charged the Series at cost $68,506 for shareholder account services.
Certain officers and directors of the Fund are officers or directors of the
Manager, the Subadviser, the Distributor, Seligman Services, Inc. and/or
Seligman Data Corp.
Fees of $20,000 were incurred by the Fund for the period ended January 31,
1996 for the legal services of Sullivan & Cromwell, a member of which firm is a
director of the Fund.
The Series has a compensation arrangement under which directors who receive
fees may elect to defer receiving such fees. Interest is accrued on the deferred
balances. Deferred fees and the related accrued interest are not deductible for
federal income tax purposes until such amounts are paid. The cost of such fees
and interest is included in directors' fees and expenses, and the accumulated
balance thereof at January 31, 1996 of $226, is included in other liabilities.
5. At January 31, 1996, the Series had outstanding forward exchange currency
contracts to buy/sell foreign currency as follows:
<TABLE>
<CAPTION>
Unrealized
Settlement Contract Contract In Exchange Appreciation
Date to Receive to Deliver For (Depreciation)
---- ---------- ---------- -------------------------- ---------------
<S> <C> <C> <C> <C>
1/31/96 $290,404 GBP 192,908 $ 1,466
1/31/96 509,332 HKD 3,938,566 46
1/31/96 136,535 ITL 218,524,477 1,385
1/31/96 331,489 SGD 470,250 (210)
1/31/96 189,156 JPY 52,017,894 (1,780)
2/2/96 542,431 AUD 731,039 2,741
2/13/96 $2,000,000 JPY 201,870,000 111,092
2/13/96 2,000,000 JPY 201,460,000 114,929
2/13/96 2,500,000 JPY 250,040,000 160,364
2/13/96 3,500,000 JPY 367,150,000 64,560
--------
$454,593
========
</TABLE>
- -----------------
AUD Austrailian dollar
GFP British pounds
HKD Hongkong dollars
ITL Italian lira
SGD Singapore
JPY Japanese yen
-39-
<PAGE>
Seligman Henderson Global Growth Opportunities Fund (unaudited)
Financial Highlights
The Series' financial highlights are presented below. The per share operating
performance data is designed to allow investors to trace the operating
performance, on a per share basis, from the Series' beginning net asset value to
the ending net asset value so that they may understand what effect the
individual items have on their investment assuming it was held throughout the
period. Generally, the per share amounts are derived by converting the actual
dollar amounts incurred for each item as disclosed in the financial statements
to their equivalent per share amounts, based on average shares outstanding.
The total return based on net asset value measures the Series' performance
assuming investors purchased shares at net asset value as of the beginning of
the period, reinvested dividends and capital gains paid at net asset value, and
then sold their shares at the net asset value per share on the last day of the
period. The total return computations do not reflect any sales charges investors
may incur in purchasing or selling shares of the Series. The total returns for
periods of less than one year are not annualized.
11/1/95* to 1/31/96
------------------------
Per Share Operating Expense: CLASS A CLASS D
------- -------
Net investment loss $(0.02) $(0.03)
Net realized and unrealized investment gain 0.58 0.58
Net realized and unrealized investment loss
from foreign currency transactions (0.12) (0.12)
----- -----
Net increase in net asset value 0.44 0.43
Net asset value:
Beginning of period 7.14 7.14
------- -------
End of period $7.58 $7.57
===== =====
Total return based upon net asset value 6.16% 6.02%
Ratios/Supplemental Data:
Total expenses to average net assets 1.94% ** 2.69% **
Net investment loss to average net assets -1.20% ** -1.95% **
Portfolio turnover 2.50% 2.50%
Net assets, end of period (000's omitted) $82,489 $27,651
- --------------
*Commencement of operations.
**Annualized.
See notes to financial statements.
-40-
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
- --------------------------------------------------------------------------------
GLOBAL FUND SERIES, INC.
[LOGO]
Global Technology Fund
Global Smaller Companies Fund
International Fund
ANNUAL REPORT OCTOBER 31, 1995
==============================
Investing for Capital Appreciation
<PAGE>
[Photo of Seligman]
Seligman
Established 1864
[Photo of Henderson]
Henderson
Investing Since 1872
Seligman Henderson --
The Experienced Global Managers
Seligman Henderson Co. is a joint venture established by J. & W. Seligman & Co.
of New York and Henderson Administration Group plc of London. With early
investments in industries such as railroads, electricity, and automobiles,
Seligman and Henderson were among the pioneers of global growth stock investing
in the late 19th and early 20th centuries. Together, the two firms have more
than 200 years of investment experience, and manage $32 billion in combined
assets.
Hardly newcomers to the investment company business, Seligman manages more than
40 investment companies, including Tri-Continental Corporation, which was
established in 1929. Henderson manages more than 60 investment companies,
including four portfolios that were launched before 1900.
Seligman Henderson is headquartered in New York, and Henderson has additional
offices in London, Singapore, and Tokyo. Seligman and Henderson combined employ
more than 100 investment professionals who seek investment opportunities by
focusing on companies around the world. Seligman Henderson places heavy emphasis
on company visits and meetings with management to confirm expectations of a
company's quality and direction. In fact, the investment professionals meet with
the managements of more than 5,000 companies around the world annually.
Seligman Henderson believes that investors looking for the best long-term growth
possibilities need to broaden their view to include non-US stocks. With teams of
dedicated professionals seeking exciting global investment opportunities,
Seligman Henderson provides investors insight into the world's changing markets.
- --------------------------------------------------------------------------------
Seligman Henderson Global Technology Fund
Seligman Henderson Global Technology Fund, which commenced operations on May 23,
1994, seeks long-term capital appreciation by investing in securities of
companies around the world operating in the technology and technology-related
industries.
Seligman Henderson Global
Smaller Companies Fund
Seligman Henderson Global Smaller Companies Fund, which commenced operations on
August 31, 1992, seeks long-term capital appreciation by investing in
smaller-company stocks, with market capitalizations up to $750 million, in the
US and around the world.
Seligman Henderson
International Fund
Seligman Henderson International Fund, which commenced operations on April 2,
1992, seeks long-term capital appreciation by investing primarily in the stocks
of larger-sized companies outside the US with prospects for above-average
growth.
In addition to the Funds detailed in this report, the newest addition to the
Seligman Henderson Global Fund Series, Inc. is Seligman Henderson Global Growth
Opportunities Fund, introduced on November 1, 1995.
- --------------------------------------------------------------------------------
<PAGE>
[LOGO]
To the Shareholders
We are pleased to provide you with this Annual Report for Seligman Henderson
Global Fund Series, Inc., which includes Seligman Henderson Global Technology
Fund, Seligman Henderson Global Smaller Companies Fund, and Seligman Henderson
International Fund. The Funds' investment results for the 12 months ended
October 31, 1995, were strong. In particular, Seligman Henderson Global
Technology Fund and Seligman Henderson Global Smaller Companies Fund
significantly outperformed the major market indices. Below is a brief overview
of global markets since we last reported to you in April. For your convenience,
Fund-specific information, including interviews with the Portfolio Managers, are
in the pages that follow.
Global Economic and Market Overview
Since April, we have seen a slowing in growth in most of the world's major
economies. In addition, inflation rates have consistently declined and have been
lower than expected, most notably in the US, Germany, and Japan. Historically,
this environment has been very positive for global equity investing.
The US economy continued to be marked by modest but sustained economic growth
and subdued inflation, providing a supportive backdrop for the US equity
markets, which continued to outpace international markets.
The UK economy was weaker than anticipated, with the growth rate of consumer
spending and exports both declining. Continental Europe experienced similar
weakness; despite a satisfactory start at the beginning of 1995, declining
consumer spending and export trends point to a slowing in economic growth.
Overall, European market performance varied. Switzerland, the UK, and Germany
performed reasonably and, by contrast, France and Italy fell sharply due to
ongoing political problems and scandals. Nevertheless, the outlook for the UK
and Continental Europe remains positive based on our belief that both the
current political turmoil and the slowdown in economic growth are temporary.
Japan's economy remained stagnant and governmental authorities have been able to
do little to improve the situation. However, the sharp change in the Yen/Dollar
relationship, with the Dollar strengthening substantially, was an important
turnaround. It was induced by a major change in sentiment, particularly in the
US, with the realization that any further strengthening of the Yen could
seriously damage Japan's economy, with probable negative effects globally. The
Japanese stock market declined in the past six months; however, this masked a
sharp gain in the past three months, with the market rising almost 25% from its
low in local currency terms. Looking ahead, the promise of additional government
spending, interest rates at an all-time low of 0.5%, and a weakened Yen, all
point to a positive outlook for Japan in 1996.
Elsewhere in Asia, the picture was mixed. For example, economic growth has
slowed considerably in Hong Kong, but inflation remains high. China's economy,
however, has returned to a more sustainable growth path, thus helping control
inflation. By contrast, Malaysia and Thailand continue to show evidence of
overheating, with current account deficits worsening, and inflation poised to
rise. Market performance varied: Hong Kong, Korea, and Indonesia all remained
relatively firm, each rising by more than 10%, while Malaysia and Thailand both
fell sharply in recent months.
We remain positive on the outlook for Seligman Henderson Global Fund Series, as
discussed in more detail in the pages ahead. We hope you enjoy the new format of
this report, and we welcome any comments or suggestions. Seligman Henderson
looks forward to continuing to help you meet your global investment needs in the
years ahead.
By order of the Board of Directors,
/s/ William Morris /s/ Brian T. Zino /s/ Iain C. Clark
William C. Morris Brian T. Zino Iain C. Clark
Chairman President Chief Investment Officer
Seligman Henderson Co.
December 1, 1995
1
<PAGE>
SELIGMAN
HENDERSON
GLOBAL
TECHNOLOGY
FUND
Interview with
Brian Ashford-Russell
and Paul H. Wick,
Portfolio Managers
[Photo of International Team]
International Team:
From Left: Michael Wood-Martin,
Brian Ashford-Russell
(Portfolio Manager),
Nicky Barker
[Photo of US Team]
US Team:
From Left: Gus Scacco,
Carlene Palia, Shanean Austin,
Bruce Zirman, (seated)
Arsen Mrakovcic, Paul Wick
(Portfolio Manager)
Economic Factors Affecting
Seligman Henderson Global Technology Fund
"In the past 12 months, the economic background worldwide has been largely
supportive for technology shares. While economic growth in most major economies
slowed in the second and third quarters of 1995, capital spending trends
remained robust and, most importantly from the perspective of the technology
investor, it is quite clear that technology is accounting for an increasing
proportion of business investment. Even the depressed consumer sector has
witnessed the same trend: despite continuing weakness in consumption spending
around the globe, the one area where consumer demand appears to remain strong is
technology, particularly personal computing. Although the implementation of
technology overseas significantly lags the US, it is accelerating strongly and
we continue to see evidence of growing demand for technology goods and
services."
Your Managers' Investment Strategy
"Throughout the year, we have maintained a weighting in the US towards the high
end of our expected long-term range, reflecting our optimism about earnings
prospects for the US technology group. In May, we expanded our commitment to
Japan based on our belief that the semiconductor cycle, particularly insofar as
it affects production equipment suppliers, was two years behind the US but
likely to catch up rapidly. This prospect, together with our bearishness on the
Yen and the emergence of -- for the first time in 12 years -- a valuation gap
between US and Japanese technology shares, led us to double our weighting in
Japan, with highly favorable results. In Europe, our emphasis has rightly been
on the UK, where our portfolio has performed exceptionally well. On the other
hand, we have maintained a modest position in the Pacific markets."
Sector Performance
"For much of the year, we positioned your Fund to take advantage of the
extremely strong growth in the components market, where supply has struggled to
keep up with demand. Component suppliers and manufacturers of related production
equipment have enjoyed strong revenue growth and outstanding earnings expansion.
More recently, we increased our exposure to the networking market where the
combination of increasing global penetration and the explosive growth of
Internet usage is being reflected in an acceleration of revenue growth. We have
maintained a massively underweighted position in telecommunications carriers,
reflecting our bearish view on the secular outlook for these companies, and we
cut back our weighting in the mobile communications equipment suppliers during
the late summer."
Looking Ahead
"We believe that the next 12 months will continue to support our fundamental
thesis that the global technology market remains in the early stages of a major
secular expansion. International demand for technology is accelerating and will
counterbalance any slowdown in the rate of growth in the US. Corporate earnings
growth for the general industrial sector is slowing and, in doing so, is
highlighting the exceptional growth potential of the technology sector. The
sector should continue to outperform on the back of strong relative earnings and
increasing attention from international investors."
2
<PAGE>
SELIGMAN
HENDERSON
GLOBAL
TECHNOLOGY FUND
Percentage of
Investments by
Country as of
October 31, 1995
- -----------------------------------
United States 55.4%
Japan 16.9
United Kingdom 9.4
Israel 3.1
Italy 2.0
Taiwan 2.0
Canada 1.8
Netherlands 1.3
Sweden 1.2
Denmark 0.9
Germany 0.9
Hong Kong 0.9
France 0.8
Singapore 0.8
South Korea 0.8
Austria 0.7
Norway 0.7
Finland 0.3
Brazil 0.1
- -----------------------------------
Total 100.0%
Major Portfolio
Holdings at October 31, 1995
Security Value
- -----------------------------------
Cypress Semiconductor $10,575,000
Lam Research 10,348,750
Novellus Systems 9,625,000
Tencor Instruments 9,405,000
KLA Instruments 8,600,000
Intel 8,392,500
Tower Semiconductor 7,783,750
Integrated Device
Technology 7,625,000
ESS Technology 7,527,656
Synopsys 7,450,000
Performance Comparison Chart and Table
The following chart compares a $10,000 hypothetical investment made in Seligman
Henderson Global Technology Fund, Class A and D shares, with and without the
maximum initial sales charge of 4.75% or the 1% contingent deferred sales load
("CDSL") as applicable, since inception on May 23, 1994, through October 31,
1995, to a $10,000 hypothetical investment made in the Lipper Global Fund
Average (Lipper Average) and the Morgan Stanley Capital International World
Index (MSCI World Index) for the same period. It is important to keep in mind
that the index and average exclude the effects of any fees or sales charges.
[GRAPH]
The table below shows the average annual total returns for the one-year and
since-inception periods through October 31, 1995, for Seligman Henderson Global
Technology Fund Class A shares, with and without the maximum initial sales
charge of 4.75%, for the Lipper Average, and for the MSCI World Index. Also
included in the table are the average annual total returns for the one-year and
since-inception periods through October 31, 1995, for Seligman Henderson Global
Technology Fund Class D shares, with and without the effect of the 1% CDSL
imposed on shares redeemed within one year of purchase, the Lipper Average, and
the MSCI World Index.
Average Annual Total Returns
Since
One Inception
Year 5/23/94
- --------------------------------------------------------------------------------
Seligman Henderson Global
Technology Fund
Class A with sales charge 49.79% 47.78%
Class A without sales charge 57.31 52.91
Lipper Average 5.43 7.02*
MSCI World Index 10.03 10.65*
Seligman Henderson Global
Technology Fund
Class D with CDSL 54.95% n/a
Class D without CDSL 55.95 51.61%
Lipper Average 5.43 7.02*
MSCI World Index 10.03 10.65*
* From 5/31/94.
Largest Portfolio Changes* During the Six Months Ended October 31
Shares
--------------------------
Holdings
Additions 10/31/95
- --------------------------------------------------------------------------------
Cypress Semiconductor 230,000 300,000
Information Storage Device 350,000 350,000
Integrated Device Technology 400,000 400,000
KLA Instruments 200,000 200,000
Lam Research 130,000 170,000
Micron Technology 100,000 100,000
Novellus Systems 140,000 140,000
3 Com 120,000 120,000
Teltrend 107,000 107,000
Zilog 200,000 200,000
Shares
--------------------------
Holdings
Reductions 10/31/95
- --------------------------------------------------------------------------------
Advanced Micro Devices 50,000 --
Altron 70,000 --
CBT Group ADRs 40,000 --
Cognex 55,000 --
DSC Communications 60,000 --
Electroglas 40,000 --
Electronics for Imaging 40,000 --
Exar 55,000 --
FSI International 58,000(1) --
Motorola 24,000 --
* Largest portfolio changes from the previous period to the current period
are based on cost of purchases and proceeds from sales of securities.
(1) Includes 29,000 shares received as a result of a 2-for-1 stock split.
3
<PAGE>
SELIGMAN
HENDERSON
GLOBAL
SMALLER
COMPANIES FUND
Interview with
Iain C. Clark and
Arsen Mrakovcic,
Portfolio Managers
[Photo of International Team]
International Team:
From Left: Heather Manners,
Andrew Stack, William Garnett,
Stephen Peak. Missing from photo:
Iain Clark (Portfolio Manager)
[Photo of U.S. Team]
US Team:
From Left: Gus Scacco,
Carlene Palia, Shanean Austin,
Bruce Zirman,
(seated) Arsen Mrakovcic
(Portfolio Manager), Paul Wick
Economic Factors Affecting
Seligman Henderson Global Smaller Companies Fund
"Generally, the economic background in the past 12 months has had a rather mixed
effect on smaller companies worldwide. In Japan, smaller companies performed
poorly as the economy continued to suffer from the strong Yen. European smaller
companies performed reasonably well in the early part of the year. However, with
more recent evidence of slowing economies and fears over what 1996 will bring,
smaller companies have begun to underperform larger companies. By contrast, in
the US, economic factors have had little impact on smaller companies, which have
been boosted by the strength of the technology sector."
Your Managers' Investment Strategy
"In the past 12 months, your Fund's weighting in the US has increased, due
largely to the significant outperformance of US positions that we have held in
the portfolio. Recently, however, we have directed most of the new cash into
international markets, where we feel there are better opportunities. However,
given the continued strong performance of the US, this weighting remains quite
high.
"In addition, our weightings in the UK and Continental Europe have also risen.
In Continental Europe, we have continued to focus on France and Sweden, where we
see the most dynamic smaller companies. The strength or weakness of currencies,
however, has affected smaller companies in each country in contrasting ways. For
example, the strong French Franc has hurt smaller companies in France. By
contrast, the weak Swedish Krona has been a major benefit to export-related
smaller companies in Sweden.
"In Japan, the weighting dropped from 17% to 14%, in part reflecting the poor
performance of Japanese smaller companies. Overall, the US market provided the
strongest performance and we will continue to maintain it as our largest country
weighting."
Looking Ahead
"Outside the US, smaller companies have generally suffered in recent months as
economic growth around the world has slowed. Our economic forecasts suggest that
economic growth should improve during 1996, and this should provide a reasonably
benign backdrop for smaller companies. We see particularly attractive value in
Continental Europe; however, the area with the most potential is Japan -provided
its economy strengthens next year. We believe this will be the case and,
therefore, we are likely to increase our Japanese weighting steadily over the
next few months. Overall, smaller companies continue to provide an abundance of
exciting investment opportunities and we believe the background for investing
should be very positive."
4
<PAGE>
SELIGMAN
HENDERSON
GLOBAL SMALLER
COMPANIES FUND
Percentage of
Investments by
Country as of
October 31, 1995
- ------------------------------------
United States 36.8%
Japan 14.4
United Kingdom 13.8
Sweden 6.6
France 4.4
Germany 3.7
Switzerland 3.0
Finland 2.2
Indonesia 1.6
Italy 1.6
Netherlands 1.4
Singapore 1.3
Australia 1.2
Hong Kong 1.2
Austria 1.1
Canada 0.8
Denmark 0.8
Norway 0.8
Belgium 0.7
India 0.6
Malaysia 0.6
Thailand 0.4
Argentina 0.3
Spain 0.3
Brazil 0.2
Mexico 0.2
- ------------------------------------
Total 100.0%
Major Portfolio
Holdings at October 31, 1995
Security Value
- ------------------------------------
Electronics for Imaging $3,723,750
SunGard Data Systems 3,345,000
BMC Industries 3,090,000
Hummingbird
Communications 2,580,000
SITEL 2,275,000
Credence Systems 2,250,000
Dimac 2,207,562
Synopsys 2,160,500
Nu-Kote Holdings
(Class A) 2,056,250
Nokian Tyres 2,034,665
Performance Comparison Chart and Table
The following chart compares a $10,000 hypothetical investment made in Seligman
Henderson Global Smaller Companies Fund Class A shares, with and without the
maximum initial sales charge of 4.75%, since the commencement of investment
operations through October 31, 1995, to a $10,000 hypothetical investment made
in the Lipper Global Small Company Fund Average (Lipper Average) and the Morgan
Stanley Capital International World Index (MSCI World Index) for the same
period. The performance of Seligman Henderson Global Smaller Companies Fund
Class D shares is not shown in the chart, but is included in the table below. It
is important to keep in mind that the index and average exclude the effects of
any fees or sales charges.
[Graph]
The table below shows the average annual total returns for the one-year and
since-commencement-of-investment-operations periods through October 31, 1995,
for Seligman Henderson Global Smaller Companies Fund Class A shares, with and
without the maximum initial sales charge of 4.75%, for the Lipper Average, and
for the MSCI World Index. Also included in the table are the average annual
total returns for the one-year and since-inception periods through October 31,
1995, for Seligman Henderson Global Smaller Companies Fund Class D shares, with
and without the effect of the 1% CDSL imposed on shares redeemed within one year
of purchase, the Lipper Average, and the MSCI World Index.
Average Annual Total Returns
One Since
Year 9/9/92*
- --------------------------------------------------------------------------------
Seligman Henderson Global
Smaller Companies Fund
Class A with sales charge 14.44% 23.20%
Class A without sales charge 20.10 25.14
Lipper Average 7.31 15.09+
MSCI World Index 10.03 12.83+
Since
One Inception
Year 5/3/93
- --------------------------------------------------------------------------------
Seligman Henderson Global
Smaller Companies Fund
Class D with CDSL 18.11% n/a
Class D without CDSL 19.11 22.51%
Lipper Average 7.31 12.75++
MSCI World Index 10.03 11.08++
* Commencement of investment operations.
+ From 8/31/92.
++ From 4/30/93.
Largest Portfolio Changes# During the Six Months Ended October 31
Shares
---------------------------
Holdings
Additions 10/31/95
- --------------------------------------------------------------------------------
Applied Extrusion
Technologies 100,000 100,000
Bau Holdings 41,400 41,400
Hummingbird
Communications 60,000 60,000
Nokian Tyres 200,890 200,890
Plettac 6,630 6,630
SITEL 100,000 100,000
Stayer Group 609,900 609,900
SunGard Data Systems 30,000 90,000(1)
Sylea 19,320 19,320
Synopsys 58,000 58,000
Shares
---------------------------
Holdings
Reductions 10/31/95
- --------------------------------------------------------------------------------
Altera 36,000 --
Cognex 60,000 --
DeVry 25,000 --
Exar 60,000 --
FSI International 63,000(2) --
General Nutrition Companies 37,000 --
Mattson Technology 38,000 --
Nautica Enterprises 35,000 --
PRI Automation 30,000 25,000
Speedway Motorsports 60,000 --
# Largest portfolio changes from the previous period to the current period
are based on cost of purchases and proceeds from sales of securities.
(1) Includes 30,000 shares received as a result of a 2-for-1 stock split.
(2) Includes 25,000 shares received as a result of a 2-for-1 stock split.
5
<PAGE>
SELIGMAN
HENDERSON
INTERNATIONAL
FUND
Interview with
Iain C. Clark,
Portfolio Manager
[Photo of International Team]
International Team
From Left: Tim Stevenson,
James Robinson,
Iain Clark (Portfolio Manager),
Peter Basset, David Thornton
Economic Factors Affecting
Seligman Henderson International Fund
"Overall, economic factors have played a relatively modest role in the direction
of international stock markets. Economies have generally been slowing steadily
in the more mature countries of the world, although there are some signs of
overheating in Asia. The consistent decline in inflation almost everywhere has
been a very positive feature, with rates of inflation invariably coming in lower
than consensus estimates. This factor has helped bond markets, and long-bond
yields have declined virtually everywhere, providing a positive backdrop for
international equity investing."
Your Manager's Investment Strategy
"In the past 12 months, we made a number of changes to your Fund's country
weightings. The weighting in Japan decreased from 34% a year ago to around 29%
currently. Most of the decline took place in the third quarter of 1995. It
should be noted that at the end of 1994 we hedged approximately one-third of the
assets tied to the Yen. However, in early July of this year we increased our
hedged position to 50%. Having initially hedged somewhat early, this increase
proved timely and helped to protect these assets as the Yen weakened sharply
during the third quarter of 1995.
"On the other hand, we increased the UK weighting from 13% to more than 19%.
Most of the increase was made in February of this year and proved successful as
the UK market has performed quite well in 1995. We also increased our overall
weighting in Continental Europe, with the principal additions to France and
Sweden. European stock markets did not perform particularly well in local
currency terms, but most currencies rose sharply against the US Dollar, thus
providing reasonable US Dollar returns."
Looking Ahead
"The key economic question going forward is whether the current slowdown in
global growth is just temporary or whether it presages a move towards recession.
We support the former view, as we see modest growth in consumer spending next
year helping to keep economies moving along -- although not at a particularly
rapid pace. This scenario should also be reasonably favorable for inflation, and
there still appear to be very few significant inflationary pressures on a global
basis. With this background in mind, we continue to favor financial assets. In
the short term, interest rates are likely to fall further in the US and Europe,
and long-bond yields should remain relatively stable. Provided there is some
economic growth next year, corporate earnings should continue to improve,
leading to a positive stock market background. We do not anticipate any major
changes to our strategy, although we will be looking to invest your Fund's small
amount of cash into Continental Europe and Japan, where we still see reasonable
value."
6
<PAGE>
SELIGMAN
HENDERSON
INTERNATIONAL
FUND
Percentage of
Investments by
Country as of
October 31, 1995
- ------------------------------------
Japan 28.7%
United Kingdom 19.2
France 8.7
Switzerland 5.8
Germany 4.4
Netherlands 3.9
Singapore 3.1
Australia 3.0
Hong Kong 3.0
Sweden 2.7
Spain 2.3
Norway 2.1
Thailand 1.9
India 1.8
Malaysia 1.6
Indonesia 1.3
South Korea 1.3
Denmark 1.2
Italy 1.2
Taiwan 1.1
Mexico 1.0
Argentina 0.7
- ------------------------------------
Total 100.0%
Major Portfolio
Holdings at October 31, 1995
Security Value
- ------------------------------------
East Japan Railway $2,227,376
Toshiba 2,227,317
Nippon Telegraph
& Telephone 2,152,230
Yamaha 1,915,112
Pioneer Electronic 1,875,361
Reuters Holdings 1,489,286
Granada Group 1,433,945
BTR 1,372,275
Tesco 1,339,218
B.A.T. Industries 1,240,581
Performance Comparison Chart and Table
The following chart compares a $10,000 hypothetical investment made in Seligman
Henderson International Fund Class A shares, with and without the maximum
initial sales charge of 4.75%, since the commencement of investment operations
through October 31, 1995, to a $10,000 hypothetical investment made in the
Morgan Stanley Capital International Europe-Australia-Far East Index (EAFE
Index) for the same period. The performance of Seligman Henderson International
Fund Class D shares is not shown in the chart, but is included in the table
below. It is important to keep in mind that the index excludes the effects of
any fees or sales charges.
[Graph]
The table below shows the average annual total returns for the one-year and
since-commencement-of-investment-operations periods through October 31, 1995,
for Seligman Henderson International Fund Class A shares, with and without the
maximum initial sales charge of 4.75%, and for the EAFE Index. Also included in
the table are the average annual total returns for the one-year and
since-inception periods through October 31, 1995, for Seligman Henderson
International Fund Class D shares, with and without the effect of the 1% CDSL
imposed on shares redeemed within one year of purchase, and for the EAFE Index.
Average Annual Total Returns*
One Since
Year 4/7/92**
- --------------------------------------------------------------------------------
Seligman Henderson
International Fund
Class A with sales charge -5.92% 10.28%
Class A without sales charge -1.24 11.79
EAFE Index -0.07 11.92+
Since
One Inception
Year 9/21/93
- --------------------------------------------------------------------------------
Seligman Henderson
International Fund
Class D with CDSL -3.02% n/a
Class D without CDSL -2.08 6.83%
EAFE Index -0.07 6.37++
* No adjustment was made to the performance of Seligman Henderson
International Fund Class A shares for periods prior to September 21, 1993,
the commencement date for the annual Administration, Shareholder Services
and Distribution Plan fee of up to 0.25% of average daily net assets.
** Commencement of investment operations.
+ From 3/31/92.
++ From 9/30/93.
Largest Portfolio Changes# During the Past Six Months Ended October 31
Shares
---------------------------
Holdings
Additions 10/31/95
- --------------------------------------------------------------------------------
Caradon 222,000 222,000
Cie Generale des Eaux 10,752 10,752
Deutsche Bank 16,695 18,295
Mitsubishi Materials 233,000 233,000
Mitsui Marine & Fire 166,000 166,000
Mitsui O.S.K. Lines 407,000 407,000
Norsk Hydro 21,181 21,181
Royal Bank of Scotland 148,000 148,000
Stora Kopparbergs 60,507 73,507
Sumitomo Metal Industries 425,000 425,000
Shares
---------------------------
Holdings
Reductions 10/31/95
- --------------------------------------------------------------------------------
Daiwa House Industry 87,000 --
Fuji Bank 65,000 --
Legal & General 125,000 --
L'Oreal 3,200 --
Mitsubishi Rayon 656,000 --
Nippon Paper 210,000 --
Nippon Telegraph
& Telephone 88 262
Toshiba 108,000 307,000
TPI Polene 117,500 --
Yamaha 110,000 120,000
# Largest portfolio changes from the previous period to the current period
are based on cost of purchases and proceeds from sales of securities.
7
<PAGE>
GLOBAL TECHNOLOGY FUND
PORTFOLIO OF INVESTMENTS October 31, 1995
Shares Value
------ -----
COMMON STOCKS--87.5%
BROADCASTING--0.4%
Australis Media* (Australia)
Satellite broadcasting 300,000 $ 223,881
Bell Cablemedia ADRs* (UK)
Cable television operator 170,000 2,528,750
------------
2,752,631
------------
COMPUTER AND BUSINESS
SERVICES--2.5%
Admiral (UK)
Computer software and services 140,000 1,735,285
Computer Learning Centers* (US)
Information technology and
computer-related education
and training 90,000 900,000
Logica (UK)
Computer services 725,000 5,531,794
McDonnell Information Systems (UK)
Developer and supplier of computer
solutions to niche markets 125,000 148,406
NTT Data Communications Systems (Japan)
Value-added network operator 110 2,757,135
Unilog (France)
Computer consultants 17,241 1,168,510
Unipalm Group* (UK)
Distributor of networking products 344,500 2,770,345
------------
15,011,475
------------
COMPUTER HARDWARE/
PERIPHERALS--8.1%
Acorn Computer* (UK)
Leading UK supplier to the
educational computer market 850,000 1,964,503
Astec (UK)
Designer and manufacturer of
power conversion products and
electronic components 1,500,000 2,659,440
Creative Technology* (Singapore)
Sound and video multimedia
products 125,000 1,468,750
Dell Computer* (US)
Developer and manufacturer of
IBM-compatible personal
computers 120,000 5,587,500
In Focus Systems* (US)
Manufacturer of liquid crystal
display products 125,000 4,109,375
Komag* (US)
Manufacturer of thin film
magnetic media for hard-disk drives 80,000 4,565,000
Microcom* (US)
Manufacturer of modems 200,000 4,362,500
Mylex* (US)
Peripheral interface circuit boards 200,000 3,737,500
Psion (UK)
Manufacturer of hand-held
computers 333,000 3,189,191
Read-Rite* (US)
Manufacturer of thin film
magnetic read-write heads
for hard-disk drives 110,000 $3,843,125
Seagate Technology* (US)
Global hard-disk drive supplier 160,000 7,160,000
3DO* (US)
Developer of video game
software and game platforms 600,000 6,525,000
------------
49,171,884
------------
COMPUTER SOFTWARE--6.7%
Coda Group (UK)
Developer and supplier of financial
accounting software 100,000 330,847
Corel Systems (Canada)
Developer and manufacturer of
graphics software 200,000 3,425,000
Data Systems & Software* (US)
Real-time systems integrator
and consultants 100,000 912,500
Hummingbird Communications
(Canada)
X-Windows networking software 140,000 6,020,000
Learmonth & Burchett Management
Systems* (UK)
Supplier of computer aided
software engineering tools and
consultancy services 600,000 3,552,252
Microsoft* (US)
Microcomputer software 60,000 6,003,750
Misys (UK)
Provider of software products and
services for the financial services
industry 363,000 3,442,028
Network General* (US)
Local area network software 50,000 2,068,750
Parametric Technology* (US)
Developer of mechanical
design software 100,000 6,681,250
Synopsys* (US)
Integrated circuit design software 200,000 7,450,000
Touchstone Software (US)
Personal computer utility software 160,000 1,150,000
------------
41,036,377
------------
CONTRACT MANUFACTURING--0.6%
Hana Microelectronics (Thailand)
Contract manufacturer 70,000 247,566
Rainford Group* (UK)
Contract manufacturer specializing
in the cellular base station market 127,500 787,147
Venture Manufacturing (Singapore)
Contract manufacturer 941,000 2,875,925
------------
3,910,638
------------
- --------
See footnotes on page 19.
8
<PAGE>
GLOBAL TECHNOLOGY FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------ -----
DISTRIBUTORS--0.7%
Electrocomponents (UK)
Distributor of electronic
components 600,000 $ 3,077,352
Eurodis Electron (UK)
Supplier of electronic components,
and computer products and systems 400,000 1,494,352
------------
4,571,704
------------
ELECTRONICS--11.1%
Eurotherm (UK)
Manufacturer of electronic
equipment 100,000 892,812
Hirose Electronics (Japan)
Manufacturer of specialist
connectors 68,250 4,363,563
Hitachi (Japan)
Manufacturer of
diversified electronics 346,000 3,557,057
Kyocera (Japan)
Supplier of semiconductor
packaging; capacitors;
and cellular components 65,000 5,333,138
Murata Manufacturing (Japan)
Manufacturer of ceramic
capacitors and filters 160,000 5,623,929
Nichicon (Japan)
Manufacturer of capacitors 74,000 999,853
Philips Electronics (Netherlands)
Consumer and industrial
electronics 98,000 3,784,742
Saes Getters Di Risp (Italy)
Market leader in vacuum maintenance
technology and gas purification 100,000 848,123
Saes Getters Spa (Italy)
Market leader in vacuum maintenance
technology and gas purification 55,000 1,050,416
Samsung Electronics GDSs+
(South Korea)
Manufacturer of consumer
electronics and semiconductors 58,000 3,842,500
Samsung Electronics GDRs*
(South Korea)
Manufacturer of consumer
electronics and semiconductors 578 66,256
Samsung Electronics ADS*+
(South Korea)
Manufacturer of consumer
electronics and semiconductors 31 3,554
Samsung Electronics GDSs
(South Korea)
Manufacturer of consumer
electronics and semiconductors 160 18,341
Samsung Electronics GDRs*+
(South Korea)
Manufacturer of consumer
electronics and semiconductors 3,562 227,078
SDL* (US)
Electro-optical integrated circuits 155,000 4,030,000
Secom (Japan)
Manufacturer of electronic
instrumentation 70,000 4,564,547
Speedfam International* (US)
Chemical mechanical polishing
equipment 250,000 4,000,000
TDK (Japan)
Leader in magnetic tapes and
heads for disk drives 100,000 5,159,837
Toshiba (Japan)
Diversified manufacturer of
consumer and industrial
electronics 440,000 3,192,246
Unitech (UK)
Manufacturer of power supplies 726,000 6,068,082
Varitronix International (Hong Kong)
Manufacturer of LCDs 1,070,000 2,041,377
Vicor* (US)
Manufacturer of modular
power converters 220,000 4,427,500
Yageo GDRs*+ (Taiwan)
Manufacturer of passive
components 216,520 2,381,720
Yamaichi Electronics (Japan)
Manufacturer of integrated
circuits' sockets 29,000 880,208
------------
67,356,879
------------
INDUSTRIAL GOODS AND
SERVICES--1.4%
Celsius Industries (Series B) (Sweden)
Systems integrator 71,000 1,343,460
Fuji Machine Manufacturing (Japan)
SMT equipment 110,000 4,146,473
Siliconware Precision Industries GDRs*
(Taiwan)
I.C. packaging 178,000 2,815,070
------------
8,305,003
------------
MEDICAL PRODUCTS AND
TECHNOLOGY--0.8%
Fresenius (Germany)
Dialysis equipment 6,000 4,793,523
Towa Pharmaceutical (Japan)
Supplier of generic pharmaceuticals 3,000 140,990
------------
4,934,513
------------
NETWORKING/COMMUNICATIONS INFRASTRUCTURE--9.6%
Alantec* (US)
Intelligent switching hubs 145,000 5,129,375
Aspect Telecommunications* (US)
Automated call distribution
equipment 160,000 5,540,000
CIDCO* (US)
Telephone call identification devices 180,000 5,298,750
- --------
See footnotes on page 19.
9
<PAGE>
GLOBAL TECHNOLOGY FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------ -----
NETWORKING/COMMUNICATIONS
INFRASTRUCTURE (continued)
Colonial Data Technologies (US)
Manufacturer of telephone call
identifiers 150,000 $ 2,062,500
Cray Electronics Holdings (UK)
Data communications; networking
and software systems 1,550,000 1,079,606
ECI Telecommunications (Israel)
Electronic telecommunications
systems 150,000 2,859,375
L.M. Ericsson (Series B) (Sweden)
Manufacturer of telecom-
munications equipment 236,700 5,031,994
Glenayre Technologies* (US)
Manufacturer of paging
infrastructure equipment 70,000 4,523,750
Lannet Data Communications*
(Israel)
Intelligent switching hubs 200,000 5,787,500
Nera ADRs* (Norway)
Designer and manufacturer of
wireless telecommunications
equipment and systems 100,000 3,512,500
P-Com* (US)
Wireless base station systems 270,000 4,725,000
Tekelec* (US)
Telecommunications test
equipment 125,000 1,843,750
Telemetrix (UK)
Networking components 1,150,000 2,402,994
Teltrend* (US)
T-1 transmission equipment 107,000 3,196,625
3 Com* (US)
Supplier of adapter cards, hubs,
and routers for local area
computer networks 120,000 5,632,500
------------
58,626,219
------------
PRINTING AND PUBLISHING--0.3%
Toyo Ink Manufacturing (Japan)
Digital printing 340,000 1,577,912
------------
SEMICONDUCTORS--22.1%
Adaptec* (US)
Peripheral interconnect systems 120,000 5,355,000
Advanced Semiconductors GDSs*+
(Taiwan)
I.C. packaging 224,500 2,848,905
Altera* (US)
Manufacturer of integrated
circuits 110,000 6,661,875
Atmel* (US)
High-performance semiconductor
manufacturing 140,000 4,383,750
Aval Data (Japan)
Manufacturer of computer peripherals 120,000 2,537,818
Austria Mikro Systeme (Austria)
Manufacturer of semiconductors 21,200 3,922,561
Cypress Semiconductor* (US)
High-speed memory circuits 300,000 10,575,000
DSP Communications* (US)
Digital signal processors 150,000 5,456,250
ESS Technology* (US)
Audio integrated circuits 252,500 7,527,656
Information Storage Devices* (US)
Audio recording circuits 350,000 7,437,500
Integrated Device Technology* (US)
Manufacturer of memory circuits
and microprocessors 400,000 7,625,000
Intel (US)
Microprocessors and FLASH
memory circuits 120,000 8,392,500
Linear Technology (US)
Producer of high-performance
analog semiconductors 100,000 4,387,500
LSI Logic* (US)
Manufacturer of complex
logic circuits 100,000 4,712,500
Microchip Technology* (US)
Field programmable
microcontrollers 150,000 5,943,750
Micron Technology* (US)
Memory circuits 100,000 7,062,500
Mimasu Semiconductor (Japan)
Manufacturer of silicon wafers 150,000 3,965,340
NEC (Japan)
Manufacturer of diversified electronics 413,000 5,458,951
Quality Semiconductor* (US)
High-speed logic circuits 275,000 2,303,125
Rohm (Japan)
Producer of custom linear
integrated circuits 82,000 4,985,754
SGS Thomson Microelectric ADRs*
(France)
Manufacturer of semiconductor
integrated circuits and
discrete devices 75,000 3,393,750
Tokyo Seimitsu (Japan)
Manufacturer of wafer probes 20,000 391,639
Tower Semiconductor* (Israel)
Semiconductor foundry services 260,000 7,783,750
Xilinx* (US)
Field programmable gate arrays 100,000 4,606,250
Zilog* (US)
Manufacturer of microprocessors
and microcontrollers 200,000 7,062,500
------------
134,781,124
------------
SEMICONDUCTOR CAPITAL
EQUIPMENT--18.1%
Advantest (Japan)
Manufacturer of semiconductor
testing equipment 105,000 5,962,696
Ando Electric* (Japan)
Electronic measuring instruments
and systems 140,000 2,741,470
- --------
See footnotes on page 19.
10
<PAGE>
GLOBAL TECHNOLOGY FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------ -----
SEMICONDUCTOR CAPITAL
EQUIPMENT (continued)
Applied Materials* (US)
World's largest supplier of
semiconductor fabrication
equipment 140,000 $ 7,026,250
ASM Lithography Holdings*
(Netherlands)
Manufacturer of steppers 66,800 3,289,900
ASM Pacific Technology
(Hong Kong)
Manufacturer of semiconductor
production equipment 2,754,000 2,600,365
Brooks Automation* (US)
Systems and modules for
semiconductor manufacturing 220,000 4,015,000
Credence Systems* (US)
Automated semiconductor test
equipment 170,000 6,375,000
ETEC Systems* (US)
Photomask manufacturing systems 400,000 4,350,000
Fusion Systems* (US)
Photoresist strip systems 40,000 1,105,000
KLA Instruments* (US)
Wafer inspection devices 200,000 8,600,000
Lam Research* (US)
Manufacturer of plasma-
etching equipment 170,000 10,348,750
Nikon (Japan)
Electronic instrumentation 405,000 5,789,396
Novellus Systems* (US)
Chemical vapor disposition
equipment 140,000 9,625,000
PRI Automation* (US)
Semiconductor factory automation
equipment 50,000 1,868,750
Semitool* (US)
Wafer cleaning equipment 235,000 3,760,000
Sumitomo Sitix (Japan)
Supplier of silicon wafers 45,000 806,286
Tencor Instruments* (US)
Wafer inspection devices 220,000 9,405,000
Teradyne* (US)
Semiconductor test equipment 160,000 5,340,000
Tokyo Electron (Japan)
Largest Japanese producer of
semiconductor production
equipment 140,000 6,086,063
Ultratech Stepper* (US)
Photolithography systems 160,000 6,400,000
Veeco Instruments* (US)
Ion beam etching and surface
measurement systems 200,000 4,750,000
------------
110,244,926
------------
Shares or
Prin. Amt.
----------
TELECOMMUNICATIONS--3.5%
DDI (Japan)
Long distance and cellular
operator 578 shs. 4,691,457
Pakistan Telecom GDRs* (Pakistan)
Telecommunications services 2,800 266,000
Telebras ADRs (Brazil)
Telecommunications services 8,000 322,316
Telecom Italia (Italy)
Cellular operator 1,960,000 2,979,865
Telecom Italia Mobile* (Italy)
Cellular operator 3,650,000 6,133,972
Tele Danmark (Series B) (Denmark)
Telecommunications services 90,250 4,709,127
Vodafone (UK)
Cellular operator 500,000 2,065,815
------------
21,168,552
------------
MISCELLANEOUS--1.6%
Glory Kogyo (Japan)
Manufacturer and major exporter
of currency-handling machines 140,000 4,920,938
Isotron (UK)
Irradiation services 400,000 1,924,928
Linx Printing Technology (UK)
Manufacturer of ink jet printers 845,000 1,351,011
Traffic Master* (UK)
Supplier of traffic
information services 400,000 1,336,052
------------
9,532,929
------------
TOTAL COMMON STOCKS
(Cost $487,450,810) 532,982,766
------------
CONVERTIBLE BONDS--0.5%
(Cost $3,562,130)
SEMICONDUCTORS--0.5%
United Micro Electronics
(Taiwan) 1 1/4%, 6/8/2004
Manufacturer of semiconductors $2,120,000 2,907,050
------------
PREFERRED STOCKS--0.3%
(Cost $2,381,646)
COMMUNICATIONS
INFRASTRUCTURE--0.3%
Nokia (Finland)
Manufacturer of cellular equipment 33,500 shs. 1,917,418
------------
TAL INVESTMENTS--88.3%
(Cost $493,394,586) 537,807,234
OTHER ASSETS LESS
LIABILITIES--11.7% 71,546,927
------------
NET ASSETS--100.0% $609,354,161
============
- --------
See footnotes on page 19.
11
<PAGE>
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------- -----
COMMON STOCKS--92.8%
ADVERTISING--3.2%
Asatsu (Japan)
Advertising agency 27,000 $ 933,177
DIMAC (US)
Business services; direct marketing 84,500 2,207,562
Heritage Media (Class A)* (US)
Broadcasting and in-store advertising 55,000 1,526,250
Katz Media Group* (US)
Advertising broker 70,000 1,260,000
Princedale Group (UK)
Marketing services company 369,165 157,785
------------
6,084,774
------------
AUTOMOTIVE PARTS
MANUFACTURING--4.3%
Forsheda (Sweden)
Manufacturer of automobile
components 63,396 1,156,565
Kiekert* (Germany)
Manufacturer of automobile
locking systems 26,000 1,634,059
Linamar* (Canada)
Auto parts supplier to all major
US car manufacturers 24,000 375,699
Montupet (France)
Manufacturer of automobile components 5,487 726,911
Nippon Seiki (Japan)
Manufacturer of automobile
components 70,000 774,465
Nokian Tyres* (Finland)
Manufacturer of tires 200,890 2,034,665
Sylea (France)
Manufacturer of automobile
components 19,320 1,455,785
------------
8,158,149
------------
BUILDING MATERIALS--1.5%
Mulia Industrindo (Indonesia)
Manufacturer of ceramic tiles and glass 345,000 1,017,834
Polypipe (UK)
Manufacturer of plastic piping and
molded plastic products 640,000 1,742,567
------------
2,760,401
------------
BUSINESS SERVICES--4.7%
BISYS Group* (US)
Data processing service for banks 65,000 1,811,875
International Business Communications
Holdings (UK)
Organizer of conferences and
publisher 335,000 1,585,612
Nu-Kote Holdings (Class A)* (US)
Manufacturer of products for
printing equipment 100,000 2,056,250
SunGard Data Systems* (US)
Computer services aimed at
disaster recovery 120,000 3,345,000
------------
8,798,737
------------
CAPITAL GOODS--2.3%
Fusion Systems* (US)
Manufacturer of ultraviolet
curing systems 70,000 1,933,750
Stayer Group* (Italy)
Power tools 609,900 1,475,178
Tsubakimoto Precision (Japan)
Manufacturer of ball bearings 67,000 852,793
------------
4,261,721
------------
CHEMICALS--2.9%
Applied Extrusion Technologies* (US)
Polypropylene film products 100,000 1,543,750
Chemical Company of Malaysia
(Malaysia)
Producer of industrial chemicals
and pharmaceuticals 177,000 355,394
Dalloz* (France)
Manufacturer of polycarbonate-
injected plastic for use in sunglasses
and protective eyewear 5,860 1,319,874
Hoganas (Series B) (Sweden)
Producer of metal powders 45,000 1,214,474
Toshiba Chemical (Japan)
Producer of synthetic resin molded
products and insulating materials 37,000 306,115
Toyo Ink Manufacturing (Japan)
Ink manufacturer 158,000 733,265
------------
5,472,872
------------
COMPUTER SOFTWARE--1.4%
Dendrite International* (US)
Sales management and software 85,000 1,487,500
Imnet Systems* (US)
Electronic information and document
management systems 35,000 896,875
Inference (Class A)* (US)
Marketing; customer service; and
financial and insurance software 17,000 206,125
------------
2,590,500
------------
CONSTRUCTION AND
PROPERTY--5.2%
Asas Dunia Berhad (Malaysia)
Property developer 39,000 122,835
Ashstead Group (UK)
Equipment hire for the construction
sector 180,000 1,205,296
Bau Holdings (Austria)
Construction/civil engineering 41,400 1,920,242
Bukit Sembawang Estates (Singapore)
Property developer 36,000 769,155
Danske Traelastkompagni (Denmark)
Timber supply company 18,700 1,335,225
Ex-Lands (UK)
UK and European property
company 166,615 63,300
Higashi Nihon House (Japan)
House builder 57,000 764,576
- ----------
See footnotes on page 19.
12
<PAGE>
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------- -----
CONSTRUCTION AND
PROPERTY (continued)
Mitsui Home (Japan)
House builder 52,000 $ 738,239
New Asia Realty (Hong Kong)
Holding company with interests in
properties and real estate 149,000 255,358
Ruberoid (UK)
Bitumous waterproofing systems 572,246 1,358,798
Tilbury Douglas (UK)
Small contractor in the UK 180,000 1,202,447
------------
9,735,471
------------
CONSUMER GOODS
AND SERVICES--6.2%
Apcoa Parking* (Germany)
Automobile parking lots 16,360 1,103,718
Canandaigua Wine (Class A)* (US)
Wine, imported beer, and
distilled spirits 36,000 1,728,000
Central Parking* (US)
Owner and operator of domestic and
international parking facilities 35,500 878,625
Fujitsu Business Systems (Japan)
Distributor of electronic and
communications equipment 32,000 808,342
Le Creuset (France)
Manufacturer of quality cookware 40,000 112,077
Marieberg Tidnings (Series A) (Sweden)
Newspaper publisher and
distributor 45,600 1,086,287
Rentsch, Walter Holdings (Switzerland)
Swiss distributor of Canon, Inc.
products 5,340 911,937
St. John Knits (US)
Apparel manufacturer 40,000 1,915,000
SITEL* (US)
Telemarketer 100,000 2,275,000
Sorini (Indonesia)
Manufacturer of Sorbitol and
Maltodexin, etc 150,000 858,653
------------
11,677,639
------------
DRUGS AND
HEALTH CARE--1.9%
Darya Varia Lab (Indonesia)
Manufacturer of generic
pharmaceuticals 59,500 99,887
F.H. Faulding (Australia)
Pharmaceutical wholesaler
and producer 149,149 656,475
Horizon Mental Health
Management (US)
Psychiatric care provider 80,000 1,250,000
Nacional de Drogas (Series L)*
(Mexico)
Pharmaceutical wholesaler 100,000 318,471
Protein Design Labs* (US)
Biotechnology company that
develops antibodies and other
proteins to treat diseases 70,000 1,163,750
------------
3,488,583
------------
ELECTRICAL DISTRIBUTION--1.3%
Rexel (France)
European electrical distributor 5,155 833,869
Trifast (UK)
Manufacturer and distributor of
fasteners for the electronics
industry 279,000 1,563,466
------------
2,397,335
------------
ELECTRICAL UTILITIES--1.0%
California Energy* (US)
Developer of geothermal
energy power 70,000 1,268,750
Central Costanera ADSs+ (Argentina)
Electrical power generation
company 20,000 555,000
------------
1,823,750
------------
ELECTRONICS--7.4%
BMC Industries (US)
Television aperture masks 80,000 3,090,000
Electro Scientific Industries* (US)
Laser trimming systems, memory
repair systems, and test and
production equipment 60,000 1,875,000
Enplas (Japan)
Producer of plastics for engineering 34,000 739,022
Foster Electric (Japan)
Speaker manufacturer with
worldwide production 122,000 597,249
Horiba Instruments (Japan)
Manufacturer of instruments
and analyzers 66,000 743,134
ISA International (UK)
Supplier of computer
consumables 611,003 1,421,810
Lem Holdings (Switzerland)
Manufacturer of electrical components 3,960 1,505,915
Microtest* (US)
Network diagnostic tools and
enhancements 100,000 1,512,500
Otra NV (Netherlands)
Holding company for various
technical product wholesale
companies 8,185 1,684,156
Techniche* (Australia)
Industrial holding company whose
main investment is in
telecommunications equipment 270,000 742,234
------------
13,911,020
------------
- ----------
See footnotes on page 19.
13
<PAGE>
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------- -----
FINANCIAL SERVICES--5.2%
Finnveden (Series B)* (Sweden)
Industrial conglomerate 161,500 $ 1,643,611
Ichiyoshi Securities (Japan)
Kansai-based securities business 141,000 722,015
Jayhawk Acceptance* (US)
Consumer finance company 70,000 853,125
Manhattan Card (Hong Kong)
Operator of credit card business 1,800,000 768,306
Protector Forsikring* (Norway)
Provider of non-life insurance
policies 44,800 1,046,628
Roosevelt Financial Group (US)
Largest St. Louis-based savings
institution 60,000 960,000
T. Rowe Price (US)
Investment advisor to the
T. Rowe Price mutual funds and
institutional money managers 30,000 1,485,000
Sirrom Capital (US)
Business specialty lender 67,000 1,193,438
World Acceptance* (US)
Small-loan consumer financier 90,000 1,170,000
------------
9,842,123
------------
INDUSTRIAL GOODS
AND SERVICES--1.3%
Angpanneforeningen (Class B) (Sweden)
Engineering consultancy 110,500 1,865,963
Finning (Canada)
Lessor of construction equipment 40,000 596,347
------------
2,462,310
------------
MANUFACTURING--12.8%
AGCO (US)
Farm equipment 33,000 1,476,750
Andayani Megah (Indonesia)
Manufacturer of tire cord 1,000,000 853,148
Asahi Diamond Industries (Japan)
Manufacturer of diamond-tipped tools 64,000 820,874
Danto (Japan)
Manufacturer of wall and
floor tiles 57,000 652,959
Danto Rights* (Japan)
Manufacturer of wall and
floor tiles 11,400 125,011
David Brown Group (UK)
Diversified engineering company
that manufactures transmission
equipment and pumps 387,331 1,373,445
De Rigo Spa ADRs (Italy)
Manufacturer of sunglasses 25,000 515,625
Dominick Hunter (UK)
Producer of gas filters 299,600 1,512,911
Futuris (Australia)
Mini-conglomerate with interests
in building materials, auto
components, and financial services 785,442 729,699
Glory Kogyo (Japan)
Manufacturer and major exporter
of currency-handling machines 22,000 773,290
Hokushin (Japan)
Producer of fiber board 86,000 757,821
Industrie Natuzzi ADRs* (Italy)
Manufacturer of leather furniture 21,240 849,600
Iro* (Sweden)
Manufacturer of textile machinery 150,000 1,831,888
Kalmar Industries (Sweden)
Manufacturer of heavy-lift trucks 47,500 773,464
Namura Shipbuilding (Japan)
Shipbuilder 147,000 820,385
Nichicon (Japan)
Manufacturer of electrical equipment 61,000 824,203
Oakley* (US)
Manufacturer of sunglasses 34,250 1,181,625
Opta Food Ingredients* (US)
Manufacturer of food additives 110,000 1,650,000
Plettac (Germany)
Manufacturer of scaffolding,
light-weight construction sheds,
and related products 6,630 1,516,074
Singamas Container (Hong Kong)
Dry-goods freight manufacturer 1,300,000 218,592
Singamas Container Warrants*
(Hong Kong)
Dry-goods freight manufacturer 260,000 6,689
Sodick (Japan)
Manufacturer of electro dischargers 82,000 778,773
Stoves* (UK)
Manufacturer of ovens 267,500 901,954
Tsudakoma (Japan)
Manufacturer of air-jet looms 135,000 767,954
Valmet Oy (Finland)
Manufacturer of paper and pulp
machinery 30,055 835,343
Wellington Holdings (UK)
Producer of sealing systems and
rubber compounds 200,000 785,168
Yue Yuen Industrial Holdings
(Hong Kong)
Manufacturer of athletic footwear 3,100,000 811,959
------------
24,145,204
------------
MEDIA--2.3%
Audiofina* (Luxembourg)
Radio and television broadcasting 31 16,590
Capital Radio (UK)
Commercial radio station in
London 200,000 1,440,530
Hodder Headline (UK)
Book publisher and distributor 100,000 417,912
Sistem Televisyen of Malaysia (Malaysia)
Media conglomerate operating the
TV3 channel 164,000 516,535
- ----------
See footnotes on page 19.
14
<PAGE>
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------- -----
MEDIA (continued)
Trinity International Holdings (UK)
Publisher of regional newspapers
in the UK, US, and Canada 100,000 $ 519,224
Trinity International Holdings Rights* (UK)
Publisher of regional newspapers
in the UK, US, and Canada 100,000 204,207
United Video Satellite Group
(Class A)* (US)
Satellite-delivered program services 45,000 1,192,500
------------
4,307,498
------------
MEDICAL PRODUCTS AND
TECHNOLOGY--1.0%
Arjo (Sweden)
Manufacturer of patient handling
equipment 33,000 512,476
Hitachi Medical (Japan)
Manufacturer of medical
equipment 61,000 776,423
Summit Medical Systems* (US)
Clinical outcomes database software 39,000 633,750
------------
1,922,649
------------
METALS--1.2%
Nakayama Steel Works (Japan)
Small blast furnace company
producing mainly for the
housing industry 147,000 748,421
Sanyo Special Steel (Japan)
Steel manufacturer 203,000 755,275
Sumitomo Sitix (Japan)
Producer of silicon wafers 46,000 824,203
------------
2,327,899
------------
OIL SERVICES--0.2%
EnServ* (Canada)
Diversified oil field services
company 60,000 480,805
------------
PAPER AND PRINTING--2.1%
Bobst AG (Switzerland)
Manufacturer of machinery for the
paper and package industries 659 997,782
Munskjo (Sweden)
Specialty paper producer 100,000 723,709
Rengo (Japan)
Manufacturer of paper board 115,000 799,432
Wace Group (UK)
Provider of pre-press and printing
services 400,000 1,526,012
------------
4,046,935
------------
RESOURCES--0.5%
Nittetsu Mining (Japan)
Open cast coal miner 112,000 970,480
------------
Shares or
Prin. Amt.
----------
RESTAURANTS--2.2%
Aiya (Japan)
Restaurant chain 68,000 758,995
Kentucky Fried Chicken (Japan)
Fast food restaurant 55,000 726,979
Pizza Express (UK)
Operator of restaurant chain 600,000 1,833,114
Sagami Chain (Japan)
Noodle restaurant chain 44,000 784,060
------------
4,103,148
------------
RETAILING--5.6%
Adelsten (Class B) (Norway)
Clothing retailers 2,775 278,480
Clinton Cards (UK)
Retailer of greeting cards 319,673 521,224
Courts (Singapore)
Retailer of household furniture 560,000 879,519
D'Ieteren Trading (Belgium)
Automobile rental 14,765 1,172,493
Fotolabo Club (Switzerland)
Film processor 3,130 1,030,475
Frost Group (UK)
Gas station chain 373,333 1,317,899
Hornbach Baumarkt (Germany)
A large home improvement and
garden center retailer 22,090 1,105,951
Jardine International Motor Holdings
(Hong Kong)
Holding company for Jardine
Matheson Group 20,000 23,153
Jean Pascale (Germany)
Clothing retailer 36,525 1,089,408
Jean Pascale Rights* (Germany)
Clothing retailer 36,525 32,163
Lojas Arapua GDRs*+ (Brazil)
Specialist electrical retailers 50,000 468,500
Prodega (Switzerland)
Food retailer 2,700 903,169
Tsutsumi Jewelry (Japan)
Manufacturer and retailer of jewelry 17,000 840,554
Xebio (Japan)
Retailer of outdoor clothing 22,000 818,525
------------
10,481,513
------------
TECHNOLOGY--7.8%
ADE* (US)
Manufacturer of metrology and
inspection systems for the
semiconductor industry 87,000 1,283,250
Asyst Technologies* (US)
Miniature clean-room environment
devices for the manufacture of
silicon wafers 43,000 1,832,875
Credence Systems* (US)
Manufacturer of semiconductor
test equipment 60,000 2,250,000
- ----------
See footnotes on page 19.
15
<PAGE>
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------- -----
TECHNOLOGY (continued)
Electronics for Imaging* (US)
Color copier servers 45,000 $ 3,723,750
Getronics (Netherlands)
Computer systems' integration
house and consultant 17,726 845,057
PRI Automation* (US)
Semiconductor factory
automation systems 25,000 934,375
Sanmina* (US)
Manufacturer of electronic
circuit boards 30,000 1,627,500
Synopsys* (US)
Integrated circuit design software 58,000 2,160,500
------------
14,657,307
------------
TELECOMMUNICATIONS--2.6%
Arch Communications Group* (US)
Nationwide paging services 55,000shs. 1,498,750
Hummingbird Communications* (US)
X-Windows networking software 60,000 2,580,000
Loxley (Thailand)
Supplier of computer and
telecommunications equipment 40,000 804,292
------------
4,883,042
------------
TEXTILES AND APPAREL--1.4%
Claremont Garments (UK)
Producer of women's clothing
for a major UK retailer 245,000 1,144,113
Lassila & Tikanoja (Finland)
Industrial conglomerate 28,200 1,082,687
Renown* (Japan)
Clothing manufacturer 150,000 409,752
------------
2,636,552
------------
TRANSPORTATION--1.9%
Comfort (Singapore)
Taxi operator 755,000 630,279
Iino Kaiun* (Japan)
Shipping company 131,000 646,439
Rubis (France)
Chemical storage and distribution
company 33,110 813,547
Stena Lines (Sweden)
Ferry operator 150,000 764,418
Tonami Transport (Japan)
Regional transport company 117,000 670,142
------------
3,524,825
------------
VETERINARY PRODUCTS--0.4%
Virbac (France)
Manufacturer of animal drugs
and veterinary products 4,972 661,739
------------
MISCELLANEOUS--1.0%
Technip* (France)
Engineering contractors 28,590 1,861,587
------------
TOTAL COMMON STOCKS
(Cost $154,684,111) 174,476,568
------------
CONVERTIBLE BONDS--0.9%
CONSTRUCTION AND PROPERTY--0.1%
Ex-Lands (UK)
7 1/2%, due 1/1/2020
UK and European property
company 233,261# 235,891
------------
MANUFACTURING--0.5%
Gujarat Ambuja Cement (India)
3 1/2%, due 6/30/1999
Cement producer $ 750,000 1,039,688
------------
PUBLISHING--0.3%
Grupo Anaya (Spain)
7%, due 3/18/1998
Publishing company 72,000,000++ 501,557
------------
TOTAL CONVERTIBLE BONDS
(Cost $1,897,322) 1,777,136
------------
TOTAL INVESTMENTS--93.7%
(Cost $156,581,433) 176,253,704
OTHER ASSETS LESS
LIABILITIES--6.3% 11,773,223
------------
NET ASSETS--100.0% $188,026,927
============
- ----------
See footnotes on page 19.
16
<PAGE>
INTERNATIONAL FUND
PORTFOLIO OF INVESTMENTS October 31, 1995
Shares Value
------ -----
COMMON STOCKS--92.9%
BANKING--10.1%
Banco de Santander (Spain)
Worldwide banking operation 22,496 $ 980,812
Deutsche Bank (Germany)
Worldwide banking operation 18,295 825,006
Grupo Financiero Banamex
Accival (Series B) (Mexico)
One of the largest financial
companies in Mexico involved
in banking and stockbroking 100,000 172,682
Malayan Banking (Malaysia)
Provider of banking services 77,000 621,457
Royal Bank of Scotland (UK)
Provider of banking services 148,000 1,201,877
Siam Commercial Bank (Thailand)
Provider of banking services 74,000 864,534
Societe Generale (France)
Provider of full banking and
financial services 9,748 1,117,752
Sumitomo Trust and Banking
(Japan)
Trust bank 107,000 1,236,207
United Overseas Bank (Singapore)
Comprehensive banking
operation, with substantial
interests in Malaysia 123,660 1,084,814
------------
8,105,141
------------
BUILDING MATERIALS--2.6%
LaFarge Coppee (France)
Global manufacturer of building
materials, including cement
and concrete 12,291 815,659
Siam Cement (Thailand)
Cement manufacturer 9,800 534,298
Uralita* (Spain)
Manufacturer of building materials 71,482 720,561
------------
2,070,518
------------
CHEMICALS--3.7%
Akzo Nobel (Netherlands)
Producer of chemicals, fibers,
paints, hospital supplies, and
diagnostics 7,443 846,791
Bayer (Germany)
Producer of specialty chemicals,
pharmaceuticals, and plastics 3,835 1,013,117
Norsk Hydro (Norway)
Natural resources processor 21,181 843,431
Toyo Ink Manufacturing (Japan)
Ink manufacturer 57,000 264,532
------------
2,967,871
------------
CONSUMER PRODUCTS--5.8%
CSK (Japan)
Information services company 34,000 965,389
Groupe Danone (France)
Food processing 5,048 807,258
KAO (Japan)
Manufacturer of cosmetics and
personal care products 55,000 667,744
Nestle (Switzerland)
Allied companies engaged
in food processing,
pharmaceuticals, and cosmetics 978 1,024,489
Unilever (UK)
A major producer of consumer
goods and personal care products 61,000 1,186,759
------------
4,651,639
------------
ELECTRONICS--7.5%
Farnell Electronics (UK)
Manufacturer and distributor of
electronic and electrical equipment 92,000 975,761
Pioneer Electronic (Japan)
Manufacturer of audio equipment,
including laser disks 122,000 1,875,361
Samsung Electronics GDSs+ (South Korea)
Manufacturer of consumer
electronics and semiconductors 14,000 927,500
Samsung Electronics GDRs*+
(South Korea)
Manufacturer of consumer
electronics and semiconductors 148 16,965
Toshiba (Japan)
Diversified manufacturer of
consumer and industrial
electronics 307,000 2,227,317
------------
6,022,904
------------
FINANCIAL SERVICES--1.4%
Nomura Securities (Japan)
Japan's largest securities firm 60,000 1,098,546
------------
HEALTH AND HOUSEHOLD--1.4%
Roche Holdings (Switzerland)
European pharmaceutical
company and chemicals producer 157 1,140,185
------------
INDUSTRIAL GOODS AND
SERVICES--4.3%
BBC Brown Boveri (Switzerland)
Manufacturer of heavy equipment
for electric power generation and
distribution 893 1,035,282
BTR (UK)
Global company that manufactures
a broad range of industrial goods 258,000 1,372,275
Cie Generale des Eaux (France)
Water purification and distribution;
energy production 10,752 1,000,611
------------
3,408,168
------------
- ----------
See footnotes on page 19.
17
<PAGE>
INTERNATIONAL FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------ -----
INSURANCE--6.5%
Assicurazione Generali (Italy)
Provider of life and non-life
insurance services and
investment and related services 40,375 $ 942,316
AXA (France)
Provider of financial services
and insurance 17,637 980,836
Internationale Nederlanden Group
(Netherlands)
Worldwide underwriter of
reinsurance; provider of
financing and consumer credit 18,618 1,109,183
Mitsui Marine & Fire (Japan)
Provider of non-life insurance 166,000 999,559
Zurich Versicherung (Switzerland)
Provider of insurance services 4,126 1,180,414
------------
5,212,308
------------
LEISURE AND
HOTELS--1.8%
Granada Group (UK)
Television group with additional
leisure interests 134,000 1,433,945
------------
MANUFACTURING--7.1%
Caradon (UK)
Supplier of building products 222,000 695,823
Delta Group (UK)
Manufacturer of cable, electrical
equipment, and building products 82,000 546,483
FKI Babcock (UK)
Electrical engineering company 354,500 914,713
Gadjah Tunggal (Indonesia)
Manufacturer of tires 1,563,000 985,908
Hocheng Group GDRs (Taiwan)
Manufacturer of bathroom
fixtures 33,533 301,797
Tokyo Steel Manufacturing (Japan)
Leading producer of H beams 19,000 353,454
Yamaha (Japan)
Manufacturer of musical instruments
and audio equipment 120,000 1,915,112
------------
5,713,290
------------
MEDIA--6.2%
News Corp. (Australia)
Global printer and publisher of
professional trade journals
and magazines 128,620 648,390
Nippon Television Network (Japan)
Japanese television broadcasters 3,030 723,866
Reed Elsevier (Netherlands)
Global printer and publisher of
professional trade journals and
magazines 79,333 1,024,624
Reuters Holdings (UK)
Holding company for the Reuters
news organization 160,000 1,489,286
WPP Group (UK)
Owner of major global
advertising agencies 443,000 1,079,954
------------
4,966,120
------------
METALS--4.3%
Hindalco GDRs (India)
A large aluminum producer 20,000 637,400
Mitsubishi Materials (Japan)
Non-ferrous smelter
and cement producer 233,000 1,053,958
Sumitomo Metal Industries (Japan)
Blast furnace and steel producer 425,000 1,152,641
Sumitomo Sitix (Japan)
Titanium producer 32,000 573,359
------------
3,417,358
------------
PAPER AND
PACKAGING--1.1%
Stora Kopparbergs (Sweden)
Manufacturer of forestry products 73,507 892,169
------------
RESOURCES--5.0%
British Petroleum (UK)
Oil producer, refiner, and
distributor 143,000 1,053,748
Broken Hill Proprietary (Australia)
The largest resources company in
Australia with interests in steel,
oil, and minerals 81,100 1,098,051
ELF Aquitaine (France)
Oil and gas exploration;
manufacturer of chemical compounds 12,512 853,126
MIM Holdings (Australia)
International minerals and metals
exploration company 373,000 502,750
YPF Sociedad Anonima ADRs
(Argentina)
Oil and gas producer 30,000 513,750
------------
4,021,425
------------
RESTAURANTS--0.5%
Denny's (Japan)
Restaurant operator 14,000 420,816
------------
RETAILING--4.6%
Aoyama Trading (Japan)
Suit and clothing retailer 13,600 367,513
Carrefour Supermarche (France)
Supermarket operator in Europe,
the Americas, and Taiwan 1,750 1,029,117
Joshin Denki (Japan)
Electrical appliance retailer 28,000 342,684
- ----------
See footnotes on page 19.
18
<PAGE>
INTERNATIONAL FUND
PORTFOLIO OF INVESTMENTS (continued) October 31, 1995
Shares Value
------ -----
RETAILING (continued)
Karstadt (Germany)
Department store chain 1,460 $ 632,461
Tesco (UK)
Supermarket chain 282,000 1,339,218
------------
3,710,993
------------
SHIPBUILDING--2.5%
Jurong Shipyard (Singapore)
Leading ship repair company
in Singapore 186,000 1,236,930
Kvaerner Industries (Norway)
Engineering company specializing
in shipbuilding 19,082 759,848
------------
1,996,778
------------
TELECOMMUNICATIONS--7.4%
Grupo Carso ADRs*+ (Mexico)
Holding company with a substantial
stake in Telmex and a number
of industrial subsidiaries 45,000 607,275
Hong Kong Telecommunications
(Hong Kong)
Provider of telecommunications
services 590,000 1,030,228
L.M. Ericsson (Series B) (Sweden)
Manufacturer of telecommunications
equipment 55,135 1,172,112
Nippon Telegraph & Telephone (Japan)
Telecommunications company 262 2,152,230
Tele Danmark (Series B) (Denmark)
Provider of telecommunications
services 17,948 936,503
------------
5,898,348
------------
TOBACCO--1.6%
B.A.T. Industries (UK)
Manufacturer of tobacco and a
financial services company 151,000 1,240,581
------------
TRANSPORTATION--7.5%
East Japan Railway (Japan)
Provider of railway services 471 2,227,376
Lufthansa (Germany)
Operator of international airline
services 6,313 865,255
Shares or
Prin. Amt.
----------
Mitsui O.S.K. Lines (Japan)
Shipping company 407,000shs. 1,067,959
Perusahaan Otomobil Nasional
(Malaysia)
Manufacturer of automobiles 171,000 612,638
Swire Pacific (Hong Kong)
Conglomerate with major
interests in property
development and aviation 160,000 1,200,316
------------
5,973,544
------------
TOTAL COMMON STOCKS
(Cost $71,218,340) 74,362,647
------------
CONVERTIBLE BONDS--1.5%
ELECTRONICS--0.6%
Teco Electronics & Machinery
(Taiwan) 2 3/4%, due 4/15/2004
Manufacturer of household
appliances and electrical
equipment $ 680,000 533,800
------------
BUILDING MATERIALS--0.9%
Gujarat Ambuja Cement (India)
3 1/2%, due 6/30/1999
Cement manufacturer 500,000 693,125
------------
TOTAL CONVERTIBLE BONDS
(Cost $1,311,325) 1,226,925
------------
TOTAL INVESTMENTS--94.4%
(Cost $72,529,665) 75,589,572
OTHER ASSETS LESS
LIABILITIES--5.6% 4,446,673
------------
NET ASSETS--100.0% $ 80,036,245
============
- ----------
* Non-income producing security.
# Principal amount reported in British pounds.
++ Principal amount reported in Spanish pesetas.
+ Rule 144A security.
Descriptions of companies have not been audited by Deloitte & Touche LLP.
See notes to financial statements.
19
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES October 31, 1995
<TABLE>
<CAPTION>
Global Global Smaller
Technology Companies International
Fund Fund Fund
------------- ------------- -------------
<S> <C> <C> <C>
Assets:
Investments, at value (see portfolios of investments):
Common stocks ........................................................ $ 532,982,766 $ 174,476,568 $ 74,362,647
Convertible bonds .................................................... 2,907,050 1,777,136 1,226,925
Preferred stocks ..................................................... 1,917,418 -- --
------------- ------------- -------------
Total investments ...................................................... 537,807,234 176,253,704 75,589,572
Cash ................................................................... 61,003,890 13,071,176 3,001,296
Receivable for Capital Stock sold ...................................... 10,585,213 1,879,126 176,113
Receivable for securities sold ......................................... 8,914,541 1,311,102 --
Net unrealized appreciation on forward currency
contracts ............................................................. 2,881,737 674,538 1,477,117
Receivable for dividends and interest .................................. 313,169 364,535 419,041
Expenses prepaid to shareholder service agent .......................... 279,572 68,273 27,781
Receivable from associated companies ................................... -- -- 14,532
Deferred organizational expenses ....................................... -- 11,660 9,791
Other .................................................................. 32,736 16,680 8,163
------------- ------------- -------------
Total Assets ........................................................... 621,818,092 193,650,794 80,723,406
------------- ------------- -------------
Liabilities:
Payable for securities purchased ....................................... 10,167,190 4,908,046 190,303
Payable for Capital Stock repurchased .................................. 1,106,658 309,510 289,245
Accrued expenses, taxes, and other ..................................... 1,190,083 406,311 207,613
------------- ------------- -------------
Total Liabilities ...................................................... 12,463,931 5,623,867 687,161
------------- ------------- -------------
Net Assets ............................................................. $ 609,354,161 $ 188,026,927 $ 80,036,245
============= ============= =============
Composition of Net Assets:
Capital Stock, at par:
Class A .............................................................. $ 34,318 $ 7,372 $ 2,918
Class D .............................................................. 12,543 6,274 1,903
Additional paid-in capital ............................................. 523,539,713 154,200,386 72,096,814
Undistributed/accumulated net investment income (loss) ................. 670,912 (5,461) (8,862)
Undistributed net realized gain on investments ......................... 37,811,640 13,465,499 3,397,526
Net unrealized appreciation of investments ............................. 50,667,195 17,223,721 2,541,652
Net unrealized appreciation (depreciation) on translation of
assets and liabilities denominated in foreign currencies and
forward currency contracts ........................................... (3,382,160) 3,129,136 2,004,294
------------- ------------- -------------
Net Assets ............................................................. $ 609,354,161 $ 188,026,927 $ 80,036,245
============= ============= =============
Net Assets:
Class A .............................................................. $ 447,732,498 $ 102,479,209 $ 48,763,413
Class D .............................................................. $ 161,621,663 $ 85,547,718 $ 31,272,832
Shares of Capital Stock outstanding:
Class A .............................................................. 34,318,111 7,372,309 2,918,455
Class D .............................................................. 12,543,400 6,274,218 1,902,875
Net Asset Value per share:
Class A .............................................................. $ 13.05 $ 13.90 $ 16.71
Class D .............................................................. $ 12.89 $ 13.63 $ 16.43
</TABLE>
- ----------
See notes to financial statements.
20
<PAGE>
STATEMENT OF OPERATIONS For the year ended October 31, 1995
<TABLE>
<CAPTION>
Global Global Smaller
Technology Companies International
Fund Fund Fund
------------ ------------ ------------
<S> <C> <C> <C>
Investment income:
Interest ........................................................................... $ 1,418,344 $ 689,708 $ 267,958
Dividends .......................................................................... 771,103 1,187,223 1,421,497
------------ ------------ ------------
Total investment income* ........................................................... 2,189,447 1,876,931 1,689,455
------------ ------------ ------------
Expenses:
Management fees .................................................................... 2,127,260 1,148,074 796,849
Shareholder account services ....................................................... 896,048 362,883 192,478
Distribution and service fees ...................................................... 890,672 664,376 309,988
Registration ....................................................................... 248,293 63,704 41,282
Custody and related services ....................................................... 150,071 129,971 120,500
Auditing and legal fees ............................................................ 62,029 59,965 58,848
Shareholder reports and communications ............................................. 59,718 62,694 54,871
Directors' fees and expenses ....................................................... 10,410 9,714 9,448
Amortization of organizational expenses ............................................ -- 6,083 7,344
Miscellaneous ...................................................................... 4,412 6,274 6,167
------------ ------------ ------------
Total expenses ..................................................................... 4,448,913 2,513,738 1,597,775
------------ ------------ ------------
Net investment income (loss) ....................................................... (2,259,466) (636,807) 91,680
------------ ------------ ------------
Net realized and unrealized gain (loss) on investments and foreign currency
transactions:
Net realized gain on investments ................................................... 37,630,540 13,624,396 107,795
Net realized gain from foreign currency transactions ............................... 3,115,205 612,519 2,665,639
Net change in unrealized appreciation of investments ............................... 45,696,354 9,286,138 (1,749,894)
Net change in unrealized appreciation on translation of
assets and liabilities denominated in foreign currencies
and forward currency contracts ................................................... (4,035,567) 122,958 (2,193,540)
------------ ------------ ------------
Net gain (loss) on investments and foreign currency
transactions ....................................................................... 82,406,532 23,646,011 (1,170,000)
------------ ------------ ------------
Increase (decrease) in net assets from operations .................................. $ 80,147,066 $ 23,009,204 $ (1,078,320)
============ ============ ============
- ----------
*Net of foreign taxes withheld as follows: ......................................... $ 107,223 $ 168,158 $ 168,947
</TABLE>
See notes to financial statements.
21
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Global Global Smaller
Technology Fund Companies Fund International Fund
----------------------------- ----------------------------- ----------------------------
Year ended October 31 Year ended October 31
Year ended 5/23/94* to ----------------------------- ----------------------------
10/31/95 10/31/94 1995 1994 1995 1994
------------- ------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss) ..... $ (2,259,466) $ (67,662) $ (636,807) $ (678,464) $ 91,680 $ 75,496
Net realized gain on
investments .................... 37,630,540 704,929 13,624,396 3,266,517 107,795 3,522,706
Net realized gain (loss) from
foreign currency transactions .. 3,115,205 (50,053) 612,519 (182,742) 2,665,639 24,244
Net change in unrealized
appreciation/depreciation
of investments ................. 45,696,354 4,970,841 9,286,138 4,948,657 (1,749,894) (1,230,974)
Net change in unrealized
appreciation/depreciation
on translation of assets and
liabilities denominated in
foreign currencies and
forward currency contracts ..... (4,035,567) 653,407 122,958 3,205,881 (2,193,540) 4,659,861
------------- ------------ ------------- ------------ ------------ ------------
Increase (decrease) in net
assets from operations ......... 80,147,066 6,211,462 23,009,204 10,559,849 (1,078,320) 7,051,333
------------- ------------ ------------- ------------ ------------ ------------
Distributions to shareholders:
Net investment income--
Class A ........................ -- -- -- -- -- (25,793)
Net realized gain on investments:
Class A ........................ (506,847) -- (1,358,384) (158,731) (2,535,690) (762,068)
Class D ........................ (84,094) -- (1,134,039) (90,380) (858,276) (83,469)
------------- ------------ ------------- ------------ ------------ ------------
Decrease in net assets from
distributions .................. (590,941) -- (2,492,423) (249,111) (3,393,966) (871,330)
------------- ------------ ------------- ------------ ------------ ------------
Capital share transactions:
Net proceeds from sale of shares:
Class A ........................ 360,662,688 45,695,152 49,499,681 20,287,082 14,368,837 25,380,280
Class D ........................ 141,486,971 5,533,969 40,513,236 25,897,256 15,310,748 18,420,000
Shares issued in payment of
dividends--Class A ............. -- -- -- -- -- 966
Exchanged from associated Funds:
Class A ........................ 27,074,750 1,899,467 15,768,458 3,539,187 9,722,723 2,407,044
Class D ........................ 19,697,655 456,736 5,514,387 947,336 2,556,052 909,398
Shares issued in payment of
gain distributions:
Class A ........................ 470,951 -- 1,265,938 146,652 2,386,633 722,715
Class D ........................ 81,693 -- 1,065,232 84,031 815,096 70,003
------------- ------------ ------------- ------------ ------------ ------------
Total ............................ 549,474,708 53,585,324 113,626,932 50,901,544 45,160,089 47,910,406
------------- ------------ ------------- ------------ ------------ ------------
Cost of shares repurchased:
Class A ........................ (33,194,965) (2,482,871) (8,956,953) (3,603,074) (26,669,397) (3,283,415)
Class D ........................ (6,863,194) (54,697) (4,830,211) (2,704,805) (2,728,512) (620,963)
Exchanged into associated
Funds:
Class A ........................ (19,854,654) (36,732) (12,541,162) (940,600) (10,430,952) (585,482)
Class D ........................ (16,982,122) (4,223) (4,374,915) (424,467) (3,647,337) (1,558,697)
------------- ------------ ------------- ------------ ------------ ------------
Total ............................ (76,894,935) (2,578,523) (30,703,241) (7,672,946) (43,476,198) (6,048,557)
------------- ------------ ------------- ------------ ------------ ------------
Increase in net assets
from capital share
transactions ................... 472,579,773 51,006,801 82,923,691 43,228,598 1,683,891 41,861,849
------------- ------------ ------------- ------------ ------------ ------------
Increase (decrease) in
net assets ..................... 552,135,898 57,218,263 103,440,472 53,539,336 (2,788,395) 48,041,852
Net Assets:
Beginning of period .............. 57,218,263 -- 84,586,455 31,047,119 82,824,640 34,782,788
------------- ------------ ------------- ------------ ------------ ------------
End of period .................... $ 609,354,161 $ 57,218,263 $ 188,026,927 $ 84,586,455 $ 80,036,245 $ 82,824,640
============= ============ ============= ============ ============ ============
</TABLE>
- ----------
* Commencement of operations.
See notes to financial statements.
22
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
1. Seligman Henderson Global Fund Series, Inc. (the "Fund") consists of three
separate Series: the "Global Technology Fund," the "Global Smaller Companies
Fund" (formerly the "Global Emerging Companies Fund"), and the "International
Fund." Each Series of the Fund offers two classes of shares. The Global
Technology Fund had no operations prior to its commencement on May 23, 1994,
other than those relating to organizational matters. All shares existing prior
to the commencement of Class D shares (May 3, 1993, in the case of the Global
Smaller Companies Fund, and September 21, 1993, in the case of the International
Fund) were classified as Class A shares.
Class A shares are sold with an initial sales charge of up to 4.75% and a
continuing service fee of up to 0.25% on an annual basis. Class D shares are
sold without an initial sales charge but are subject to a distribution fee of up
to 0.75% and a service fee of up to 0.25% on an annual basis, and contingent
deferred sales load ("CDSL") of 1% imposed on certain redemptions made within
one year of purchase. The two classes of shares for each Series represent
interests in the same portfolio of investments, have the same rights and are
generally identical in all respects except that each class bears its separate
distribution and certain class expenses and has exclusive voting rights with
respect to any matter to which a separate vote of any class is required.
2. Significant accounting policies followed, all in conformity with generally
accepted accounting principles, are given below:
a. Securities traded on a foreign exchange or over-the-counter market are valued
at the last sales price on the primary exchange or market on which they are
traded. United Kingdom securities and securities for which there are no
recent sales transactions are valued based on quotations provided by primary
market makers in such securities. Any securities for which recent market
quotations are not readily available are valued at fair value determined in
accordance with procedures approved by the Board of Directors. Short-term
holdings which mature in more than 60 days are valued at current market
quotations. Short-term holdings maturing in 60 days or less are valued at
amortized cost.
b. Investments in foreign securities will usually be denominated in foreign
currency, and each Series may temporarily hold funds in foreign currencies.
The books and records of the Fund are maintained in U.S. dollars. Foreign
currency amounts are translated into U.S. dollars on the following basis:
(i) market value of investment securities, other assets, and liabilities,
at the closing daily rate of exchange as reported by a pricing service;
(ii) purchases and sales of investment securities, income, and expenses,
at the rate of exchange prevailing on the respective dates of such
transactions.
The Fund's net asset values per share will be affected by changes in
currency exchange rates. Changes in foreign currency exchange rates may also
affect the value of dividends and interest earned, gains and losses realized
on sales of securities and net investment income and gains, if any, to be
distributed to shareholders of the Fund. The rate of exchange between the
U.S. dollar and other currencies is determined by the forces of supply and
demand in the foreign exchange markets.
Net realized foreign exchange gains and losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the value of portfolio securities and other foreign currency denominated
assets and liabilities at period end, resulting from changes in exchange
rates.
The Fund separates that portion of the results of operations resulting
from changes in the foreign exchange rates from the fluctuations arising from
changes in the market prices of securities held in the portfolio. Similarly,
the Fund separates the effect of changes in foreign exchange rates from the
fluctuations arising from changes in the market prices of portfolio
securities sold during the period.
c. The Fund may enter into forward currency contracts in order to hedge its
exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings, or other amounts receivable or payable in foreign
currency. A forward contract is a commitment to purchase or sell a foreign
currency at a future date at a negotiated forward rate. Certain risks may
arise upon entering into these contracts from the potential inability of
counterparties to meet the terms of their contracts. The contracts are valued
daily at current exchange rates and any unrealized gain or loss is included
in net unrealized appreciation or depreciation on translation of assets and
liabilities denominated in foreign currencies and forward currency contracts.
The gain or loss, if any, arising from the difference between the settlement
value of the forward contract and the closing of such contract, is included
in net realized gain or loss from foreign currency transactions.
d. There is no provision for federal income or excise tax. Each Series has
elected to be taxed as a regulated investment company and intends to
distribute substantially all taxable net income and net gain realized, if
any, annually. Withholding taxes on foreign dividends and interest have been
provided for in accordance with the Fund's understanding of the applicable
country's tax rules and rates.
e. The treatment for financial statement purposes of distributions made during
the year from net investment income or net realized gains may differ from
23
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
their ultimate treatment for federal income tax purposes. These differences
primarily are caused by: differences in the timing of the recognition of
certain components of income, expense or capital gain and the
recharacterization of foreign exchange gains or losses to either ordinary
income or realized capital gain for federal income tax purposes. Where such
differences are permanent in nature, they are reclassified in the components
of net assets based on their ultimate characterization for federal income tax
purposes. Any such reclassifications will have no effect on net assets,
results of operations, or net asset value per share of the Fund.
f. Investment transactions are recorded on trade dates. Identified cost of
investments sold is used for both financial statement and federal income tax
purposes. Dividends receivable and payable are recorded on ex-dividend dates.
Interest income is recorded on an accrual basis.
g. Deferred organizational expenses are being amortized on a straight-line basis
over a five-year period beginning with the commencement of operations of the
Global Smaller Companies Fund and International Fund.
h. All income, expenses (other than class-specific expenses), and realized and
unrealized gains or losses are allocated daily to each class of shares based
upon the relative value of shares of each class. Class-specific expenses,
which include distribution and service fees and any other items that can be
specifically attributed to a particular class, are charged directly to such
class.
3. Purchases and sales of portfolio securities, excluding short-term
investments, for the year ended October 31, 1995, were as follows:
Series Purchases Sales
------ --------- -----
Global Technology Fund $586,190,564 $169,767,088
Global Smaller
Companies Fund 144,395,789 66,564,364
International Fund 50,612,871 47,012,608
At October 31, 1995, the cost of investments for federal income tax purposes
was substantially the same as the cost for financial reporting purposes, and the
tax basis gross unrealized appreciation and depreciation of portfolio
securities, including the effects of foreign currency translations, were as
follows:
Total Total
Unrealized Unrealized
Series Appreciation Depreciation
------ ------------ ------------
Global Technology Fund $65,971,531 $21,558,883
Global Smaller
Companies Fund 29,512,841 9,840,570
International Fund 8,013,311 4,953,404
4. J. & W. Seligman & Co. Incorporated (the "Manager") manages the affairs of
the Fund and provides the necessary personnel and facilities. Compensation of
all officers of the Fund, all directors of the Fund who are employees or
consultants of the Manager, and all personnel of the Fund and the Manager is
paid by the Manager. The Manager receives a fee, calculated daily and payable
monthly, equal to 1.00% per annum of the Fund's average daily net assets, of
which 0.90% is paid to Seligman Henderson Co. (the "Subadviser"), a 50% owned
affiliate of the Manager. During the year ended October 31, 1995, the Manager,
at its discretion, waived a portion of its fees for the International Fund equal
to $29,129.
Seligman Financial Services, Inc. (the "Distributor"), agent for the
distribution of each Series' shares and an affiliate of the Manager, received
concessions after commissions were paid to dealers for sale of Class A shares as
follows:
Distributor Dealer
Series Concessions Commissions
------ ------------ -----------
Global Technology Fund $1,452,931 $13,763,930
Global Smaller
Companies Fund 149,478 1,581,277
International Fund 24,712 340,375
The Fund has an Administration, Shareholder Services and Distribution Plan
(the "Plan") with respect to Class A shares under which service organizations
can enter into agreements with the Distributor and receive a continuing fee of
up to 0.25% on an annual basis, payable quarterly, of the average daily net
assets of the Class A shares attributable to the particular service
organizations for providing personal services and/or the maintenance of
shareholder accounts. The Distributor charges such fees to the Fund pursuant to
the Plan. For the year ended October 31, 1995, fees incurred by the Global
Technology Fund, the Global Smaller Companies Fund and the International Fund,
aggregated $388,913, $137,362 and $63,874 respectively, or 0.24%, 0.22%, and
0.11%, respectively, per annum of the average daily net assets of Class A
shares.
The Fund has a Plan with respect to Class D shares under which service
organizations can enter into agreements with the Distributor and receive a
continuing fee for providing personal services and/or the maintenance of
shareholder accounts of up to 0.25% on an annual basis of the average daily net
assets of the Class D shares for which the organizations are responsible, and
fees for providing other distribution assistance of up to 0.75% on an annual
basis of such average daily net assets. Such fees are paid monthly by the Fund
to the Distributor pursuant to the Plan. For the year ended October 31, 1995,
fees incurred by the Global Technology Fund, the Global Smaller Companies Fund
and the International Fund, amounted to $501,759, $527,014, and $246,114,
respectively, or 1% per annum of the average daily net assets of Class D shares
of each Series.
The Distributor is entitled to retain any CDSL imposed on certain redemptions
of Class D shares occurring within one year of purchase. For the year ended
October 31, 1995, such charges amounted to $47,859 for the Global Technology
24
<PAGE>
Fund, $20,784 for the Global Smaller Companies Fund, and $9,926 for the
International Fund.
Effective April 1, 1995, Seligman Services, Inc., an affiliate of Manager
became eligible to receive commissions from certain sales of Fund shares, as
well as distribution and service fees pursuant to the Plan. For the period ended
October 31, 1995, Seligman Services, Inc. received commissions from sales of the
Fund and distribution and service fees, pursuant to the Plan, as follows:
Distribution and
Series Commissions service fees
------ ----------- ------------
Global Technology Fund $240,079 $ 6,303
Global Smaller Companies Fund 16,474 4,833
International Fund 1,843 10,799
Seligman Data Corp., which is owned by certain associated investment
companies, charged at cost, for shareholder account services the following
amounts:
Series Amount
------ --------
Global Technology Fund $896,048
Global Smaller Companies Fund 362,883
International Fund 192,478
Certain officers and directors of the Fund are officers or directors of the
Manager, the Subadviser, the Distributor, Seligman Services, Inc. and/or
Seligman Data Corp.
Fees incurred for the legal services of Sullivan & Cromwell, a member of
which firm is a director of the Fund, were as follows:
Series Amount
------ -------
Global Technology Fund $14,200
Global Smaller Companies Fund 14,500
International Fund 13,800
The Fund has a compensation arrangement under which directors who receive
fees may elect to defer receiving such fees. Interest is accrued on the deferred
balances. Deferred fees and the related accrued interest are not deductible for
federal income tax purposes until such amounts are paid. The annual cost of such
fees and interest is included in directors' fees and expenses, and the following
accumulated balances thereof at October 31, 1995, are included in other
liabilities:
Series Amount
------ ------
Global Technology Fund $2,506
Global Smaller Companies Fund 5,461
International Fund 8,862
5. Class-specific expenses charged to Class A and Class D for the year ended
October 31, 1995, which are included in the corresponding captions of the
Statements of Operations, were as follows:
Shareholder
Distribution reports and
Series and service fees Registration communications
------ ---------------- ------------ --------------
Global Technology Fund:
Class A $388,913 $ 45,115 $ 4,745
Class D 501,759 7,157 1,156
Global Smaller Companies Fund:
Class A 137,362 8,722 3,490
Class D 527,014 8,120 2,477
International Fund:
Class A 63,874 6,931 2,572
Class D 246,114 6,732 1,955
25
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
6. At October 31, 1995, the Fund had outstanding forward exchange currency
contracts to buy/sell foreign currency as follows:
<TABLE>
<CAPTION>
Unrealized
Settlement Contract Contract In Exchange Appreciation
Series Date to Receive to Deliver For (Depreciation)
------ --------- ------------- ---------- ---------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Global Technology Fund: 11/1/95 $ 995,186 JPY(1) 101,250,276 $ (3,849)
11/2/95 2,020,730 GBP(2) 1,281,376 7,688
11/10/95 $18,879,459 JPY(1) 1,709,535,000 2,115,167
1/5/96 12,000,000 JPY(1) 1,166,184,000 457,852
1/5/96 17,000,000 JPY(1) 1,686,825,000 304,879
----------
$2,881,737
==========
Global Smaller Companies Fund:
11/1/95 139,605 JPY(1) 14,203,428 $ (540)
11/1/95 373,581 SEK(3) 2,480,203 366
11/2/95 166,813 GBP(2) 105,779 635
11/2/95 1,029,991 IDR(4) 2,336,019,605 (1,361)
11/2/95 10,533 ITL(5) 16,827,048 38
11/2/95 112,551 MYR(6) 286,274 155
11/2/95 650,168 SEK(3) 919,662 460
11/3/95 165,453 HKD(7) 1,279,234 9
11/3/95 188,880 ITL(5) 301,451,969 504
11/10/95 6,000,000 JPY(1) 543,090,000 674,272
----------
$ 674,538
==========
International Fund: 11/3/95 332,225 FRF(8) 1,627,670 $ (1,054)
11/3/95 86,774 ITL(5) 138,491,976 (232)
11/10/95 13,750,000 JPY(1) 1,244,581,250 1,545,206
11/10/95 1,250,000 JPY(1) 120,656,250 (66,803)
----------
$1,477,117
==========
</TABLE>
- ----------
(1) Japanese yen
(2) British pounds
(3) Swedish kronas
(4) Indonesian rupiahs
(5) Italian lira
(6) Malaysian ringgits
(7) Hong Kong dollars
(8) French francs
26
<PAGE>
7. The Fund has 2,000,000,000 shares of Capital Stock authorized. The Board of
Directors, at its discretion, may classify any unissued shares of Capital Stock
between any Series of the Fund. As of October 31, 1995, the Board of Directors
had classified 500,000,000 shares each, for the Global Technology Fund, the
Global Smaller Companies Fund, and the International Fund, all at par value of
$.001 per share. In addition, 500,000,000 shares were allocated to Seligman
Henderson Global Growth Opportunities Fund, a new Series which commenced
operations on November 1, 1995. Transactions in shares of Capital Stock were as
follows:
<TABLE>
<CAPTION>
Global Global Smaller
Technology Fund Companies Fund International Fund
-------------------------- ---------------------------- --------------------------
Year ended Year ended
Year 5/23/94* October 31 October 31
ended to -------------------------- --------------------------
10/31/95 10/31/95 1995 1994 1995 1994
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Sale of shares:
Class A .............................. 30,447,088 6,132,488 3,891,326 1,882,978 883,953 1,527,360
Class D .............................. 12,061,813 726,187 3,258,190 2,398,991 957,943 1,103,072
Shares issued in payment
of dividends--Class A ................ -- -- -- -- -- 545
Exchanged from associated Funds:
Class A .............................. 2,337,457 249,622 1,207,701 321,062 582,898 144,172
Class D .............................. 1,690,219 60,800 425,098 86,334 156,168 53,559
Shares issued in payment of gain
distributions:
Class A .............................. 59,388 -- 117,325 14,114 152,467 44,311
Class D .............................. 10,354 -- 99,928 8,119 52,587 4,297
----------- ----------- ----------- ----------- ----------- -----------
Total .................................. 46,606,319 7,169,097 8,999,568 4,711,598 2,786,016 2,877,316
----------- ----------- ----------- ----------- ----------- -----------
Shares repurchased:
Class A .............................. (2,851,418) (319,927) (732,207) (328,149) (1,626,181) (194,987)
Class D .............................. (578,504) (7,166) (398,296) (247,483) (172,007) (36,905)
Exchanged into associated Funds:
Class A .............................. (1,731,922) (4,665) (989,792) (87,401) (635,170) (34,565)
Class D .............................. (1,419,748) (555) (357,856) (39,069) (227,011) (92,115)
----------- ----------- ----------- ----------- ----------- -----------
Total .................................. (6,581,592) (332,313) (2,478,151) (702,102) (2,660,369) (358,572)
----------- ----------- ----------- ----------- ----------- -----------
Increase in shares ..................... 40,024,727 6,836,784 6,521,417 4,009,496 125,647 2,518,744
=========== =========== =========== =========== =========== ===========
</TABLE>
- ----------
* Commencement of operations.
27
<PAGE>
FINANCIAL HIGHLIGHTS
The Fund's financial highlights are presented below. The per share operating
performance data is designed to allow investors to trace the operating
performance, on a per share basis, from a Series' beginning net asset value to
the ending net asset value so that they may understand what effect the
individual items have on their investment assuming it was held throughout the
period. Generally, the per share amounts are derived by converting the actual
dollar amounts incurred for each item as disclosed in the financial statements
to their equivalent per share amounts, based on average shares outstanding.
The total return based on net asset value measures a Series' performance
assuming investors purchased shares at net asset value as of the beginning of
the period, reinvested dividends and capital gains paid at net asset value, and
then sold their shares at the net asset value per share on the last day of the
period. The total return computations do not reflect any sales charges investors
may incur in purchasing or selling shares of each Series. The total returns for
periods of less than one year are not annualized.
Per Share Operating Performance:
<TABLE>
<CAPTION>
Net Realized
& Unrealized Increase Net
Net Asset Net Net Realized Gain (Loss) (Decrease) Increase
Value at Investment & Unrealized from Foreign from Distributions (Decrease)
Fiscal Year Beginning Income Gain (Loss) Currency Investment Dividends from Net Gain in Net
or Period of Period (Loss)*** on Investments Transactions Operations Paid Realized Asset Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Global Technology Fund
Class A:
Year ended 10/31/95 $ 8.37 $(0.10) $4.90 $(0.05) $ 4.75 $ -- $(0.07) $4.68
5/23/94*-10/31/94 7.14 (0.01) 1.08 0.16 1.23 -- -- 1.23
Class D:
Year ended 10/31/95 8.34 (0.18) 4.85 (0.05) 4.62 -- (0.07) 4.55
5/23/94*-10/31/94 7.14 (0.04) 1.08 0.16 1.20 -- -- 1.20
Global Smaller
Companies Fund
Class A:
Year ended 10/31/95 11.93 (0.02) 2.24 0.08 2.30 -- (0.33) 1.97
Year ended 10/31/94 9.98 (0.08) 1.57 0.52 2.01 -- (0.06) 1.95
Year ended 10/31/93 7.15 (0.02) 3.07 (0.20) 2.85 (0.02) -- 2.83
9/9/92**-10/31/92 7.14 -- 0.02 (0.01) 0.01 -- -- 0.01
Class D:
Year ended 10/31/95 11.80 (0.12) 2.20 0.08 2.16 -- (0.33) 1.83
Year ended 10/31/94 9.94 (0.16) 1.57 0.51 1.92 -- (0.06) 1.86
5/3/93*-10/31/93 8.52 (0.05) 1.60 (0.13) 1.42 -- -- 1.42
International Fund
Class A:
Year ended 10/31/95 17.67 0.06 (0.42) 0.09 (0.27) -- (0.69) (0.96)
Year ended 10/31/94 15.98 0.04 0.91 1.08 2.03 (0.01) (0.33) 1.69
Year ended 10/31/93 11.89 0.04 4.25 (0.17) 4.12 (0.03) -- 4.09
4/7/92**-10/31/92 12.00 0.08 (0.23) 0.04 (0.11) -- -- (0.11)
Class D:
Year ended 10/31/95 17.53 (0.07) (0.43) 0.09 (0.41) -- (0.69) (1.10)
Year ended 10/31/94 15.96 (0.09) 0.91 1.08 1.90 -- (0.33) 1.57
9/21/93*-10/31/93 15.23 (0.03) 1.17 (0.41) 0.73 -- -- 0.73
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
Ratios/Supplemental Data***
----------------------------------------------------------
Net Investment
Net Asset Total Return Expenses to Income (Loss) Net Assets at
Fiscal Year Value at Based on Average to Average Portfolio End of Period
or Period End of Period Net Asset Value Net Assets Net Assets Turnover (000's omitted)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Global Technology Fund
Class A:
Year ended 10/31/95 $13.05 57.31% 1.91% (0.89)% 87.42% $ 447,732
5/23/94*-10/31/94 8.37 17.23 2.00+ (0.45)+ 29.20 50,719
Class D:
Year ended 10/31/95 12.89 55.95 2.66 (1.63) 87.42 161,622
5/23/94*-10/31/94 8.34 16.81 2.75+ (1.22)+ 29.20 6,499
Global Smaller
Companies Fund
Class A:
Year ended 10/31/95 13.90 20.10 1.83 (0.20) 63.05 102,479
Year ended 10/31/94 11.93 20.28 1.92 (0.77) 62.47 46,269
Year ended 10/31/93 9.98 39.86 1.98 (0.29) 60.03 20,703
9/9/92**-10/31/92 7.15 0.14 1.75+ 0.13+ -- 1,562
Class D:
Year ended 10/31/95 13.63 19.11 2.61 (0.97) 63.05 85,548
Year ended 10/31/94 11.80 19.45 2.70 (1.53) 62.47 38,317
5/3/93*-10/31/93 9.94 16.67 2.75+ (1.35)+ 60.03++ 10,344
International Fund
Class A:
Year ended 10/31/95 16.71 (1.24) 1.69 0.35 60.70 48,763
Year ended 10/31/94 17.67 12.85) 1.63 0.27 39.59 62,922
Year ended 10/31/93 15.98 34.78 1.75 0.27 46.17 33,134
4/7/92**-10/31/92 11.89 (0.92) 1.75+ 1.25+ 12.77 14,680
Class D:
Year ended 10/31/95 16.43 (2.08 2.50 (0.44) 60.70 31,273
Year ended 10/31/94 17.53 12.03 2.50 (0.53) 39.59 19,903
9/21/93*-10/31/93 15.96 4.79 2.50+ (1.86)+ 46.17++ 1,648
</TABLE>
Without Management Fee Waiver
and/or Expense Reimbursement***
-----------------------------------------------------
Ratio of
Ratio of Net Investment
Net Investment Expenses to Income (Loss)
Fiscal Year Income (Loss) Average to Average
or Period per Share Net Assets Net Assets
- --------------------------------------------------------------------------------
Global Technology Fund
Class A:
Year ended 10/31/95
5/23/94*-10/31/94 $(0.02) 2.18%+ (0.63)%+
Class D:
Year ended 10/31/95
5/23/94*-10/31/94 (0.06) 3.36+ (1.83)+
Global Smaller
Companies Fund
Class A:
Year ended 10/31/95
Year ended 10/31/94
Year ended 10/31/93 (0.18) 3.90 (2.21)
9/9/92**-10/31/92 (0.07) 12.28+ (10.44)+
Class D:
Year ended 10/31/95
Year ended 10/31/94
5/3/93*-10/31/93 (0.11) 4.25+ (2.85)+
International Fund
Class A:
Year ended 10/31/95
Year ended 10/31/94
Year ended 10/31/93 (0.04) 2.30 (0.28)
4/7/92**-10/31/92 -- 2.92+ 0.08+
Class D:
Year ended 10/31/95 (0.09) 2.62 (0.56)
Year ended 10/31/94 (0.11) 2.67 (0.70)
9/21/93*-10/31/93 (0.11) 8.49+ (7.84)+
- --------------
* Commencement of operations.
** Commencement of investment operations.
*** The Manager and Subadviser, at their discretion, waived a portion of their
fees, and in some cases, the Subadviser reimbursed certain expenses for the
periods presented.
+ Annualized.
++ For the year ended October 31, 1993.
See notes to financial statements.
29
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders,
Seligman Henderson Global Fund Series, Inc.:
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of the Global Technology Fund, the Global Smaller
Companies Fund and the International Fund Series of Seligman Henderson Global
Fund Series, Inc. as of October 31, 1995, the related statements of operations
for the year then ended and of changes in net assets (1) for the year ended
October 31, 1995 and for the period from May 23, 1994 (commencement of
operations) to October 31, 1994 for the Global Technology Fund and (2) for each
of the years in the two-year period then ended for the Global Smaller Companies
Fund and the International Fund, and the financial highlights for each of the
periods presented. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at October
31, 1995 by correspondence with the Fund's custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of each Series of
Seligman Henderson Global Fund Series, Inc. as of October 31, 1995, the results
of their operations, the changes in their net assets, and the financial
highlights for the respective stated periods, in conformity with generally
accepted accounting principles.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
New York, New York
December 1, 1995
- --------------------------------------------------------------------------------
30
<PAGE>
BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
Fred E. Brown
Director and Consultant,
J. & W. Seligman & Co. Incorporated
John R. Galvin (2)
Dean, Fletcher School of Law and Diplomacy
at Tufts University
Director, USLife Corporation
Alice S. Ilchman (3)
President, Sarah Lawrence College
Trustee, Committee for Economic Development
Director, NYNEX
Chairman, The Rockefeller Foundation
Frank A. McPherson (2)
Chairman and CEO, Kerr-McGee Corporation
Director, Kimberly-Clark Corporation
Director, Baptist Medical Center
John E. Merow
Partner, Sullivan & Cromwell, Law Firm
Director, Commonwealth Aluminum Corporation
Betsy S. Michel (2)
Director or Trustee,
Various Organizations
William C. Morris (1)
Chairman
Chairman of the Board and President,
J. & W. Seligman & Co. Incorporated
Chairman, Carbo Ceramics Inc.
Director, Daniel Industries, Inc.
Director, Kerr-McGee Corporation
James C. Pitney (3)
Partner, Pitney, Hardin, Kipp & Szuch, Law Firm
Director, Public Service Enterprise Group
James Q. Riordan (3)
Director, The Brooklyn Union Gas Company
Trustee, Committee for Economic Development
Director, Dow Jones & Co., Inc.
Director, Public Broadcasting Service
Ronald T. Schroeder (1)
Managing Director, J. & W. Seligman & Co. Incorporated
Robert L. Shafer (3)
Vice President, Pfizer Inc.
Director, USLIFE Corporation
James N. Whitson (2)
Executive Vice President and Director,
Sammons Enterprises, Inc.
Director, C-SPAN
Director, Red Man Pipe and Supply Company
Brian T. Zino (1)
President
Managing Director, J. & W. Seligman & Co. Incorporated
Chairman and Director, Seligman Data Corp.
- ----------
Member: (1) Executive Committee
(2) Audit Committee
(3) Director Nominating Committee
- --------------------------------------------------------------------------------
31
<PAGE>
EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
William C. Morris
Chairman
Brian T. Zino
President
Brian Ashford-Russell
Vice President
Iain C. Clark
Vice President
Lawrence P. Vogel
Vice President
Paul H. Wick
Vice President
Thomas G. Rose
Treasurer
Frank J. Nasta
Secretary
Manager
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, NY 10017
General Counsel
Sullivan & Cromwell
Independent Auditors
Deloitte & Touche LLP
Subadviser
Seligman Henderson Co.
100 Park Avenue
New York, NY 10017
General Distributor
Seligman Financial Services, Inc.
100 Park Avenue
New York, NY 10017
Shareholder Service Agent
Seligman Data Corp.
100 Park Avenue
New York, NY 10017
- --------------------------------------------------------------------------------
Important Telephone Numbers
(800) 221-2450 Shareholder Services
(800) 455-1777 Retirement Plan
Services
(800) 622-4597 24-Hour Automated
Telephone Access
Service
32
<PAGE>
SELIGMAN HENDERSON CO.
100 PARK AVENUE NEW YORK NEW YORK 10017
----------------------------------------------------------
NEW YORK LONDON TOKYO
This report is intended for the information of shareholders
or those who have received the offering prospectus covering
shares of Capital Stock of Seligman Henderson Global Fund
Series, Inc., which contains information about sales
charges, management fees, and other costs. Please read the
prospectus carefully before investing or sending money.
EQSH2 10/95
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION
- ------- -----------------
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
(a) Financial Statements:
Part A: Financial Highlights for the Class A shares and Class D shares from
commencement of operations to October 31, 1995 for the Seligman
Henderson International Fund, the Seligman Henderson Global Smaller
Companies Fund and the Seligman Henderson Technology Fund; and for the
Class A shares and Class D shares for the period from November 1, 1995
(commencement of operations) through January 31, 1996 (unaudited) for
the Seligman Henderson Global Growth Opportunities Fund.
Part B: Financial statements for the Seligman Henderson International Fund,
the Seligman Henderson Global Smaller Companies Fund and the Seligman
Henderson Global Technology Fund are included in the Registrant's
Annual Report to Shareholders, dated October 31, 1995, which is
incorporated by reference in the Statement of Additional Information.
These financial statements are: Portfolios of Investments as of
October 31, 1995; Statements of Assets and Liabilities as of October
31, 1995; Statements of Operations for the year ended October 31,
1995; Statements of Changes in Net Assets for the year ended October
31, 1995 for each of these three Series and for the year ended October
31, 1994 for the Seligman Henderson International Fund and the
Seligman Henderson Global Smaller Companies Fund; and for the period
May 23, 1994 (commencement of operations) to October 31, 1994 for the
Seligman Henderson Global Technology Fund; Notes to Financial
Statements; Financial Highlights from commencement of operations of
each of these three Series through October 31, 1995; Report of
Independent Auditors. Unaudited financial statements for the Seligman
Henderson Global Growth Opportunities Fund are included in Appendix C
to the Statement of Additional Information. These financial statements
are: Portfolio of Investments as of January 31, 1996; Statement of
Assets and Liabilities as of January 31, 1996; Statement of Operations
for the period November 1, 1995 (commencement of operations) to
January 31, 1996; Statement of Changes in Net Assets for the period
November 1, 1995 (commencement of operations) to January 31, 1996;
Notes to Financial Statements; and Financial Highlights for the period
November 1, 1995 to January 31, 1996.
(b) Exhibits: Exhibits listed below have been previously filed and are
incorporated by reference herein, except Exhibits marked with an
asterisk (*) which are attached hereto. Exhibits marked with a double
asterisk (**) will be filed by amendment.
(1) Articles of Amendment and Restatement of Articles of Incorporation of
Seligman Henderson Global Fund Series, Inc. are incorporated by reference to
Exhibit 1 of the Registrant's Post-Effective Amendment No. 14, filed on
March 1, 1995.
(1a) Articles Supplementary to Articles of Incorporation of Registrant dated
March 13, 1995, March 15, 1995 and April 19, 1995 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 are incorporated by reference to Exhibit 1b of the
Registrant's Post-Effective-Amendment No. 17, filed on October 27, 1995
(1c) Articles Supplementary to Articles of Incorporation of Registrant dated
October 22, 1995 are incorporated by reference to Exhibit 1c of the
Registrant's Post-Effective-Amendment No. 17, filed on October 27, 1995.
(1d) Form of Articles Supplementary to Articles of Incorporation of Registrant
dated May, 1996 is incorporated by reference to Post-Effective Amendment
No. 19 filed on March 5, 1996. (1e) Articles Supplementary to Articles of
Incorporation of Registrant, dated April 10, 1996.*
(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.
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (cont'd)
- ------- --------------------------
(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.
Specimen Stock Certificate for Class B Shares with respect to Seligman
Henderson International Fund is incorporated by reference to Form SE filed
on April 16, 1996.
(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. Specimen Stock Certificate for Class B Shares with respect
to Seligman Henderson Global Emerging Companies Fund is incorporated by
reference to Form SE filed on April 16, 1996.
(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. Specimen Stock Certificate for Class B Shares with respect to
Seligman Henderson Global Technology Fund is incorporated by reference to
Form SE filed on April 16, 1996.
(4c) Specimen Stock Certificates for Class A and Class D Shares with respect to
Seligman Henderson Global Growth Opportunities Fund are incorporated by
reference to Form SE, filed on behalf of the Registrant on October 30,
1995. Specimen Stock Certificate for Class B Shares with respect to
Seligman Henderson Global Growth Opportunities Fund is incorporated by
reference to Form SE filed on April 16, 1996.
(4d) Specimen Stock Certificates for Class A, Class B and Class D Shares with
respect to Seligman Henderson Emerging Markets Growth Fund.**
(4e) Additional rights of security holders are set forth in Article FIFTH and
SEVENTH of the Registrant's Articles of Incorporation and Articles I and IV
of Registrant's By-Laws which are incorporated by reference to Exhibit 1a
and Exhibit 2, respectively, of the Registrant's Registration Statement on
Form N-1A, filed on November 26, 1991.
(5a) Amended Management Agreement between the Registrant and J. & W. Seligman &
Co. Incorporated is incorporated by reference to Exhibit 5a of the
Registrant's Post-Effective Amendment No. 17 filed on October 27, 1995.
(5b) Subadvisory Agreement between the Manager and the Subadviser is
incorporated by reference to Exhibit 5b of the Registrant's Post-Effective-
Amendment No. 17, filed on October 27, 1995.
(5c) Form of Subadvisory Agreement between the Manager and the Subadviser with
respect to Seligman Henderson Emerging Markets Growth Fund.**
(6) Distributing Agreement between the Registrant and Seligman Financial
Services, Inc., is incorporated by reference to Exhibit 6 of the
Registrant's Post-Effective-Amendment No. 17, filed October 27, 1995.
(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.
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (cont'd)
- ------- --------------------------
(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. Form
of Purchase Agreement for Initial Capital between Registrant's Seligman
Henderson International Fund's Class B shares and J. & W. Seligman & Co.
Incorporated.*
(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. Form of Purchase Agreement for Initial Capital
between Registrant's Seligman Henderson Global Smaller Companies Fund's
Class B shares and J. & W. Seligman & Co. Incorporated.*
(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. Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Technology Fund's Class B shares and J. & W.
Seligman & Co. Incorporated.*
(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 is incorporated by
reference to Exhibit 13d of Post-Effective Amendment No. 18 filed on
February 28, 1996. Form of Purchase Agreement for Initial Capital between
Registrant's Seligman Henderson Global Growth Opportunities Fund's Class B
shares and J. & W. Seligman & Co. Incorporated.*
(13e) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Emerging Markets Fund Class A, Class B 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.
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (cont'd)
--------------------------
(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 is incorporated by
reference to Exhibit 16 of Registrant's Post-Effective Amendment No. 12,
filed on November 29, 1994 and Post-Effective Amendment No. 16, filed on
August 17, 1995.
(17) Financial Data Schedule meeting the requirements of Rule 483 under the
Securities Act of 1933 is incorporated by reference to Exhibit 17 of
Registrant's Post-Effective Amendment No. 18 filed on February 28, 1996.
(18) Copy of Multiclass Plan entered into by Registrant pursuant to Rule 18f-
3 under the Investment Company Act of 1940 is incorporated by reference
to Exhibit 18 of Registrant's Post-Effective Amendment No. 19 filed on
March 5, 1996.
Item 25. Persons Controlled by or Under Common Control with Registrant - None
- -------- -------------------------------------------------------------
Item 26. Number of Holders of Securities
- -------- -------------------------------
(1) (2)
Number of Record
Title of Class Holders as of March 29, 1996
-------------- ----------------------------
Int'l Fund Class A 2,513
Class B 0
Class D 2,323
Global Smaller Class A 12,256
Class B 0
Class D 7,669
Global Tech Class A 56,401
Class B 0
Class D 17,950
Global Growth Class A 6,000
Class B 0
Class D 1,734
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>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (cont'd)
- ------- --------------------------
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 eight other associated
investment companies. They are Seligman Capital Fund, Inc., Seligman
Common Stock Fund, Inc., Seligman Communications and Information Fund,
Inc., Seligman Frontier 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 on December 5, 1995).
Item 29. Principal Underwriters
- -------- ----------------------
(a) The names of each investment company (other than the Registrant) for which
Registrant's 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., and
Seligman Tax-Exempt Series Trust.
(b) Name of each director, officer or partner of Registrant's principal
underwriter named in response to Item 21:
Seligman Financial Services, Inc.
---------------------------------
As of March 29, 1996
--------------------
<TABLE>
<CAPTION>
(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
BRIAN T. ZINO* Director Director and President
RONALD T. SCHROEDER* Director Director
FRED E. BROWN* Director Director
WILLIAM H. HAZEN* Director None
THOMAS G. MOLES* Director None
DAVID F. STEIN* Director None
STEPHEN J. HODGDON* President None
LAWRENCE P. VOGEL* Senior Vice President, Finance Vice President
MARK R. GORDON* Senior Vice President, Director None
of Marketing
GERALD I. CETRULO, III Senior Vice President of Sales, None
140 West Parkway Regional Sales Manager
Pompton Plains, NJ 07444
</TABLE>
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (cont'd)
- ------- --------------------------
Seligman Financial Services, Inc.
---------------------------------
As of March 29, 1996
--------------------
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ---------------- ---------------- ---------------
<S> <C> <C>
BRADLEY F. HANSON Senior Vice President of Sales, None
9707 Xylon Court Regional Sales Manager
Bloomington, MN 55438
BRADLEY W. LARSON Senior Vice President of Sales, None
367 Bryan Drive Regional Sales Manager
Danville, CA 94526
D. IAN VALENTINE Senior Vice President of Sales, None
307 Braehead Drive Regional Sales Manager
Fredericksburg, VA 22401
HELEN SIMON* Vice President, Sales None
Administration Manager
MARSHA E. JACOBY* Vice President, National Accounts None
Manager
WILLIAM W. JOHNSON* Vice President, Order Desk None
JAMES R. BESHER Regional Vice President None
14000 Margaux Lane
Town & Country, MO 63017
BRAD DAVIS Regional Vice President None
255 4th Avenue, #2
Kirkland, WA 98033
ANDREW DRALUCK Regional Vice President None
4215 N. Civic Center
Blvd #273
Scottsdale, AZ 85251
JONATHAN EVANS Regional Vice President None
222 Fairmont Way
Ft. Lauderdale, FL 33326
CARLA GOEHRING Regional Vice President None
11426 Long Pine
Houston, TX 77077
SUSAN GUTTERUD Regional Vice President None
820 Humboldt, #6
Denver, CO 80218
MARK LIEN Regional Vice President None
5904 Mimosa
Sedalia, MO 65301
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 Road, Ste 205
Alpharetta, CA 30201
DAVID MEYNCKE Regional Vice President None
4718 Orange Grove Way
Palm Harbor, FL 34684
HERB W. MORGAN Regional Vice President None
11308 Monticook Court
San Diego, CA 92127
</TABLE>
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (cont'd)
- ------- --------------------------
Seligman Financial Services, Inc.
---------------------------------
As of March 29, 1996
--------------------
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ---------------- ---------------- ---------------
<S> <C> <C>
MELINDA NAWN Regional Vice President None
5850 Squire Hill Court
Cincinnati, OH 45241
ROBERT H. RUHM Regional Vice President None
167 Derby Street
Melrose, MA 02176
DIANE H. SNOWDEN Regional Vice President None
11 Thackery Lane
Cherry Hill, NJ 08003
BRUCE TUCKEY Regional Vice President None
41644 Chathman Drive
Novi, MI 48375
ANDREW VEASEY Regional Vice President None
14 Woodside
Rumson, NJ 07760
TODD VOLKMAN Regional Vice President None
4650 Cole Avenue, #216
Dallas, TX 75205
KELLI A. WIRTH-DUMSER Regional Vice President None
8618 Hornwood Court
Charlotte, NC 28215
FRANK P. MARINO* Assistant Vice President, Mutual
Fund Product Manager None
FRANK J. NASTA* Secretary Secretary
AURELIA LACSAMANA* Treasurer None
</TABLE>
* The principal business address of each of these directors and/or officers is
100 Park Avenue, New York, NY 10017.
(c) Not applicable.
Item 30. Location of Accounts and Records
- ---------- --------------------------------
(1) Morgan Stanley Trust Company
1 Pierrepont Plaza
Brooklyn New York 11201
Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105 AND
(2) Seligman Data Corp.
100 Park Avenue
New York, NY 10017
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (cont'd)
- ------- --------------------------
Item 31. Management Services - Seligman Data Corp., the Registrant's
- -------- -------------------
shareholder service agent, has an agreement with First Data Investor
Services Group ("FDISG") pursuant to which FDISG provides a data
processing system for certain shareholder accounting and recordkeeping
functions performed by Seligman Data Corp. For the fiscal periods
ended October 31, 1995, 1994 and 1993, the approximate cost of these
services for each Series was:
<TABLE>
<CAPTION>
1995 1994 1993
--------- ------- -------
<S> <C> <C> <C>
Seligman Henderson International Fund $ 17,800 $ 6,738 $3,017
Seligman Henderson Global Growth Opportunities Fund* 6,000* -- --
Seligman Henderson Global Smaller Companies Fund 37,800 12,389 5,500
Seligman Henderson Global Technology Fund 108,100 476** --
</TABLE>
* For the period November 1, 1995 (commencement of operations) to January 31,
1996.
** For the period May 23, 1994 (commencement of operations) to October 31, 1994
Item 32. Undertakings - The Registrant undertakes (1) to furnish a copy of
- -------- ------------
the Registrant's latest annual report, upon request and without
charge, to every person to whom a prospectus is delivered and (2)
if requested to do so by the holders of at least ten percent of its
outstanding shares, to call a meeting of shareholders for the
purpose of voting upon the removal of a director or directors and
to assist in communications with other shareholders as required by
Section 16(c) of the Investment Company Act of 1940.
<PAGE>
File No. 33-44186
811-6485
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 20 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 19th day of April, 1996.
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 and the Investment
Company Act of 1940, this Post-Effective Amendment No. 20 to its Registration
Statement has been signed below by the following persons in the capacities
indicated on April 19, 1996.
Signature Title
--------- -----
/s/ William C. Morris 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 accounting officer)
Thomas G. Rose
Fred E. Brown, Director )
Alice S. Ilchman, Director ) /s/ Brian T. Zino
John E. Merow, Director ) ________________________________
Betsy S. Michel, Director ) *Brian T. Zino, Attorney-in-fact
James C. Pitney, Director )
James Q. Riordan, Director )
Ronald T. Schroeder, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )
<PAGE>
EXHIBIT 99.1(e)
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 (hereinafter called the
"Corporation") and registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "Investment Company Act"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: (a) The total number of shares of capital stock of all sub-
classes of the Seligman Henderson Global Growth Opportunities Fund Class of the
Corporation (the "Global Growth Series") which the Corporation has authority to
issue is 500,000,000 shares, which were previously classified by the Board of
Directors of the Corporation into two classes designated as Class A Common Stock
and Class D Common Stock of the Global Growth Series. The number of authorized
shares of Class A Common Stock and of Class D Common Stock of the Global Growth
Series each consisted of the sum of x and y, where x equalled the issued and
outstanding shares of such sub-class and y equalled one-half of the authorized
but unissued shares of Common Stock of all sub-classes; provided that at all
times the aggregate authorized, issued and outstanding shares of Class A and
Class D Common Stock of the Global Growth Series shall not exceed the authorized
number of shares of Common Stock of the Global Growth Series; and, in the event
application of the formula above would have resulted, at any time, in fractional
shares, the applicable number of authorized shares of each class was to have
been rounded down to the nearest whole number of shares of such sub-class.
(b): Pursuant to the authority of the Board of Directors to classify
and reclassify unissued shares of capital stock of the Corporation, the Board of
Directors has reclassified the unissued shares of Class A Common Stock and Class
D Common Stock the Global Growth Series into the following subclasses, has
provided for the issuance of shares of such subclasses and has set the following
terms of such subclasses:
(1) The Common Stock of the Global Growth Series shall have three
subclasses of shares, which shall be designated Class A Common Stock, Class
B Common Stock and Class D Common Stock. The number of authorized shares
of Class A Common Stock, of Class B Common Stock and of Class D Common
Stock of the Global Growth Series shall each consist of the sum of x and y,
where x equals the issued and outstanding shares of such subclass and y
equals one-third of the authorized but unissued shares of Common Stock of
all subclasses; provided that at all times the aggregate authorized, issued
and outstanding shares of Class A, Class B and Class D Common Stock of the
Global Growth Series shall not exceed the authorized number of shares of
Common Stock of the Global Growth Series (i.e., ___________ 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
any 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 class shall be rounded down to the
nearest whole number of shares of such class. Any subs of Common Stock
shall be referred to herein individually as a "Global Growth Class" and
collectively, together with any further subclass or sub classes from time
to time established, as the "Global Growth Classes".
(2) All Global Growth Classes shall represent the same interest in
the Corporation and have identical voting, dividend, liquidation, and other
rights; provided, however, that notwithstanding anything in the charter of
the Corporation to the contrary:
(A) Class A shares may be subject to such front-end sales loads
as may be established by the Board of Directors from time to time in
accordance with the Investment Company Act and applicable rules and
regulations of the National Association of Securities Dealers, Inc.
(the "NASD").
(B) Class B shares may be subject to such contingent deferred
sales charges 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. Subject to subsection (5) below,
each Global Growth Class B share shall convert automatically into
Global Growth Class A shares on the last business day of the month
that precedes the eighth anniversary of the date of issuance of such
Global Growth Class B
- 1 -
<PAGE>
share; such conversion shall be effected on the basis of the relative
net asset values of Global Growth Class B shares and Global Growth
Class A shares as determined by the Corporation on the date of
conversion.
(C) Class D shares may be subject to such contingent deferred
sales charges 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.
(D) Expenses related solely to a particular Global Growth 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 Global Growth Classes) shall be borne by
that Global Growth 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
Global Growth Class.
(E) 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 Series, shares of a
particular Global Growth Class may be automatically converted into
shares of another Global Growth 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.
(F) As to any matter with respect to which a separate vote of
any Global Growth 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 (4) above), such requirement as to a
separate vote by the Global Growth Class shall apply in lieu of single
Global Growth Class voting, and, if permitted by the Investment
Company Act or any rules, regulations or orders thereunder and the
Maryland General Corporation Law, the Global Growth Classes shall vote
together as a single Global Growth Class on any such matter that shall
have the same effect on each such Global Growth Class. As to any
matter that does not affect the interest of a particular Global Growth
Class, only the holders of shares of the affected Global Growth Class
shall be entitled to vote.
SECOND: (a) The total number of shares of capital stock of all
subclasses of the Seligman Henderson Global Smaller companies Fund Class of the
Corporation (the "Global Smaller Companies Series") which the Corporation has
authority to issue is 500,000,000 shares, which were previously classified by
the Board of Directors of the Corporation into two classes designated as Class A
Common Stock and Class D Common Stock of the Global Smaller Companies Series.
The number of authorized shares of Class A Common Stock and of Class D Common
Stock of the Global Smaller Companies each consisted of the sum of x and y,
where x equalled the issued and outstanding shares of such subclass and y
equalled one-half of the authorized but unissued shares of Common Stock of all
classes of the Global Smaller Companies Series; provided that at all times the
aggregate authorized, issued and outstanding shares of Class A and Class D
Common Stock of the Global Smaller Companies Series shall not exceed the
authorized number of shares of Common Stock of the Global Smaller Companies
Series; and, in the event application of the formula above would have resulted,
at any time, in fractional shares, the applicable number of authorized shares of
each subclass was to have been rounded down to the nearest whole number of
shares of such subclass.
(b): Pursuant to the authority of the Board of Directors to classify
and reclassify unissued shares of capital stock of the Corporation, the Board of
Directors has reclassified the unissued shares of Class A Common Stock and Class
D of the Global Smaller Companies Series into the following subclasses, has
provided for the issuance of shares of such subclasses and has set the following
terms of such sub-classes.
(1) The Common Stock of the Global Smaller Companies Series shall
have three subclasses of shares, which shall be designated Class A Common
Stock, Class B Common Stock and Class D Common Stock. The
- 2 -
<PAGE>
number of authorized shares of Class A Common Stock, of Class B Common
Stock and of Class D Common Stock of the Global Smaller Companies Series
shall each consist of the sum of x and y, where x equals the issued and
outstanding shares of such subclass and y equals one-third of the
authorized but unissued shares of Common Stock of all subclasses of the
Global Smaller Companies Series; provided that at all times the aggregate
authorized, issued and outstanding shares of Class A, Class B and Class D
Common Stock of the Global Smaller Companies Series shall not exceed the
authorized number of shares of Common Stock of the Global Smaller Companies
Series(i.e., ___________ 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 any 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
subclass shall be rounded down to the nearest whole number of shares of
such subclass. Any subclass of Common Stock of the Global Smaller Companies
Series shall be referred to herein individually as a "Global Smaller
Companies Class" and collectively, together with any further subclass or
subclasses from time to time established, as the "Global Smaller Companies
Classes".
(2) All Global Smaller Companies Classes shall represent the same
interest in the Corporation and have identical voting, dividend,
liquidation, and other rights; provided, however, that notwithstanding
anything in the charter of the Corporation to the contrary:
(A) Class A shares may be subject to such front-end sales loads
as may be established by the Board of Directors from time to time in
accordance with the Investment Company Act and applicable rules and
regulations of the National Association of Securities Dealers, Inc.
(the "NASD").
(B) Class B shares may be subject to such contingent deferred
sales charges 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. Subject to subsection (5) below,
each Global Smaller Companies Class B share shall convert
automatically into Global Smaller Companies Class A shares on the last
business day of the month that precedes the eighth anniversary of the
date of issuance of such Global Smaller Companies Class B share; such
conversion shall be effected on the basis of the relative net asset
values of Global Smaller Companies Class B shares and Global Smaller
Companies Class A shares as determined by the Corporation on the date
of conversion.
(C) Class D shares may be subject to such contingent deferred
sales charges 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.
(D) Expenses related solely to a particular Global Smaller
Companies 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 Global Smaller
Companies Classes) shall be borne by that Global Smaller Companies
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 Global
Smaller Companies Class.
(E) 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 Smaller Companies Series, shares
of a particular Global Smaller Companies Class may be automatically
converted into shares of another Global Smaller Companies 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.
- 3 -
<PAGE>
(F) As to any matter with respect to which a separate vote of
any Global Smaller Companies 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 (4) above), such requirement as
to a separate vote by that Global Smaller Companies Class shall apply
in lieu of single Global Smaller Companies Class voting, and, if
permitted by the Investment Company Act or any rules, regulations or
orders thereunder and the Maryland General Corporation Law, the Global
Smaller Companies Classes shall vote together as a single Global
Smaller Companies Class on any such matter that shall have the same
effect on each such Global Smaller Companies Class. As to any matter
that does not affect the interest of a particular Global Smaller
Companies Class, only the holders of shares of the affected Global
Smaller Companies Class shall be entitled to vote.
THIRD: (a) The total number of shares of capital stock of all
subclasses of the Seligman Henderson Global Technology Fund Class of the
Corporation (the "Global Technology Series") which the Corporation has authority
to issue is 500,000,000 shares, which were previously classified by the Board of
Directors of the Corporation into two classes designated as Class A Common Stock
and Class D Common Stock of the Global Technology Series. The number of
authorized shares of Class A Common Stock and of Class D Common Stock of the
Global Technology Series each consisted of the sum of x and y, where x equalled
the issued and outstanding shares of such subclass and y equalled one-half of
the authorized but unissued shares of Common Stock of all subclasses of the
Global Technology Series; provided that at all times the aggregate authorized,
issued and outstanding shares of Class A and Class D Common Stock of the Global
Technology Series shall not exceed the authorized number of shares of Common
Stock of the Global Technology Series; and, in the event application of the
formula above would have resulted, at any time, in fractional shares, the
applicable number of authorized shares of each subclass was to have been rounded
down to the nearest whole number of shares of such subclass.
(b): Pursuant to the authority of the Board of Directors to classify
and reclassify unissued shares of capital stock of the Corporation, the Board of
Directors has reclassified the unissued shares of Class A Common Stock and Class
D into the following subclasses, has provided for the issuance of shares of such
subclasses and have set the following terms of such subclasses:
(1) The Common Stock of the Global Technology Series shall have three
subclasses of shares, which shall be designated Class A Common Stock, Class
B Common Stock and Class D Common Stock. The number of authorized shares
of Class A Common Stock, of Class B Common Stock and of Class D Common
Stock shall each consist of the sum of x and y, where x equals the issued
and outstanding shares of such subclass and y equals one-third of the
authorized but unissued shares of Common Stock of all subclasses; provided
that at all times the aggregate authorized, issued and outstanding shares
of Class A, Class B and Class D Common Stock of the Global Technology
Series shall not exceed the authorized number of shares of Common Stock
(i.e., ___________ shares of Common Stock of the Global Technology Series
until changed by further action of the Board of Directors in accordance
with Section 2-208.1 of the Maryland General Corporation Law, or any
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 class shall be rounded down to the nearest whole
number of shares of such subclass. Any subclass of Common Stock shall be
referred to herein individually as a "Global Technology Class" and
collectively, together with any further subclass or subclasses from time to
time established, as the "Global Technology Classes".
(2) All Global Technology Classes shall represent the same interest
in the Corporation and have identical voting, dividend, liquidation, and
other rights; provided, however, that notwithstanding anything in the
charter of the Corporation to the contrary:
(A) Class A shares may be subject to such front-end sales loads
as may be established by the Board of Directors from time to time in
accordance with the Investment Company Act and applicable rules and
regulations of the National Association of Securities Dealers, Inc.
(the "NASD").
(B) Class B shares may be subject to such contingent deferred
sales charges as may be established from time to time by the Board of
Directors in accordance with the Investment Company Act
- 4 -
<PAGE>
and applicable rules and regulations of the NASD. Subject to
subsection (5) below, each Global Technology Class B share shall
convert automatically into Global Technology Class A shares on the
last business day of the month that precedes the eighth anniversary of
the date of issuance of such Global Technology Class B share; such
conversion shall be effected on the basis of the relative net asset
values of Global Technology Class B shares and Global Technology Class
A shares as determined by the Corporation on the date of conversion.
(C) Class D shares may be subject to such contingent deferred
sales charges 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.
(D) Expenses related solely to a particular Global Technology
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 Global Technology Classes) shall be borne
by that Global Technology 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 Global Technology Class.
(E) 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 Technology Series, shares of a
particular Global Technology Class may be automatically converted into
shares of another Global Technology 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.
(F) As to any matter with respect to which a separate vote of
any Global Technology 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 (4) above), such requirement as to a
separate vote by that Global Technology Class shall apply in lieu of
single Global Technology Class voting, and, if permitted by the
Investment Company Act or any rules, regulations or orders thereunder
and the Maryland General Corporation Law, the Global Technology
Classes shall vote together as a single Global Technology 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 Global
Technology Class, only the holders of shares of the affected Global
Technology Class shall be entitled to vote.
FOURTH: (a) The total number of shares of capital stock of all
subclasses of the Seligman Henderson International Fund Class of the Corporation
(the "International Series") which the Corporation has authority to issue is
500,000,000 shares, which were previously classified by the Board of Directors
of the Corporation into two subclasses designated as Class A Common Stock and
Class D Common Stock of the International Fund. The number of authorized shares
of Class A Common Stock and of Class D Common Stock of the International Fund
each consisted of the sum of x and y, where x equalled the issued and
outstanding shares of such subclass and y equalled one-half of the authorized
but unissued shares of Common Stock of all subclasses of the International Fund;
provided that at all times the aggregate authorized, issued and outstanding
shares of Class A and Class D Common Stock of the International Fund shall not
exceed the authorized number of shares of Common Stock of the International
Fund; and, in the event application of the formula above would have resulted, at
any time, in fractional shares, the applicable number of authorized shares of
each subclass was to have been rounded down to the nearest whole number of
shares of such subclass.
(b): Pursuant to the authority of the Board of Directors to classify
and reclassify unissued shares of capital stock of the Corporation, the Board of
Directors has reclassified the unissued shares of Class A Common Stock and Class
D of the International Fund into the following subclasses, has provided for the
issuance of shares of such subclasses and has set the following terms of such
subclasses:.
- 5 -
<PAGE>
(1) The Common Stock of the International Series shall have three
subclasses of shares, which shall be designated Class A Common Stock, Class
B Common Stock and Class D Common Stock. The number of authorized shares
of Class A Common Stock, of Class B Common Stock and of Class D Common
Stock shall each consist of the sum of x and y, where x equals the issued
and outstanding shares of such subclass and y equals one-third of the
authorized but unissued shares of Common Stock of all subclasses of the
International Series; provided that at all times the aggregate authorized,
issued and outstanding shares of Class A, Class B and Class D Common Stock
of the International Series shall not exceed the authorized number of
shares of Common Stock of the International Series(i.e., ___________ 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 any 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 subclass shall be rounded down to the
nearest whole number of shares of such subclass. Any subclass of Common
Stock of the International Series shall be referred to herein individually
as an "International Class" and collectively, together with any further
subclass or subclasses from time to time established, as the "International
Classes".
(2) All International Classes shall represent the same interest in
the Corporation and have identical voting, dividend, liquidation, and other
rights; provided, however, that notwithstanding anything in the charter of
the Corporation to the contrary:
(A) Class A shares may be subject to such front-end sales loads
as may be established by the Board of Directors from time to time in
accordance with the Investment Company Act and applicable rules and
regulations of the National Association of Securities Dealers, Inc.
(the "NASD").
(B) Class B shares may be subject to such contingent deferred
sales charges 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. Subject to subsection (5) below,
each Class B share shall convert automatically into International
Class A shares on the last business day of the month that precedes the
eighth anniversary of the date of issuance of such International Class
B share; such conversion shall be effected on the basis of the
relative net asset values of International Class B shares and
International Class A shares as determined by the Corporation on the
date of conversion.
(C) Class D shares may be subject to such contingent deferred
sales charges 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.
(D) Expenses related solely to a particular International 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 International Classes) shall be borne by
that International 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
International Class.
(E) 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 International Series shares of a
particular International Class may be automatically converted into
shares of another International 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.
(F) As to any matter with respect to which a separate vote of
any International Class is required by the Investment Company Act or
by the Maryland General Corporation Law (including,
- 6 -
<PAGE>
without limitation, approval of any plan, agreement or other
arrangement referred to in subsection (4) above), such requirement as
to a separate vote by that International Class shall apply in lieu of
single International Class voting, and, if permitted by the Investment
Company Act or any rules, regulations or orders thereunder and the
Maryland General Corporation Law, the International Classes shall vote
together as a single International Class on any such matter that shall
have the same effect on each such International Class. As to any
matter that does not affect the interest of a particular International
Class, only the holders of shares of the affected International Class
shall be entitled to vote.
FIFTH: These Articles Supplementary do not change the total number of
authorized shares of the Corporation.
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 that the matters and facts
set forth with respect to approval are true in all material respects, all on
April 10, 1996.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By: /s/ Brian T. Zino
-------------------------
Brian T. Zino, President
Witness:
/s/ Frank J. Nasta
- ----------------------
Frank J. Nasta
Secretary
- 7 -
<PAGE>
ADDENDUM
TO
Sales Agreement
covering shares of capital stock
or shares of beneficial interest of
the Seligman Mutual Funds
between
SELIGMAN FINANCIAL SERVICES, INC.
and
DEALER
Dear Dealer:
Your Sales Agreement with Seligman Financial Services, Inc. ("SFSI")
is hereby amended to include the following provisions in connection with the
offering by certain of the Seligman Mutual Funds of Class B shares as described
in each applicable prospectus:
1. Dealer agrees to comply with the attached "Policies and Procedures" with
respect to sales of Seligman Mutual Funds offering three classes of shares.
2. SFSI shall be entitled to a contingent deferred sales load ("CDSL") on
redemptions within six years of purchase on any Class B shares sold and
within one year of purchase on any Class D shares sold. With respect to
omnibus accounts in which Class B shares or Class D shares are held at
Seligman Data Corp. ("SDC") in Dealer's name, 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 SFSI in payment of the CDSL due.
3. If, with respect to a redemption of any Class B shares or Class D shares
sold by Dealer, the CDSL is waived because the redemption qualifies for a
waiver set forth in the Fund's prospectus, Dealer shall promptly remit to
SFSI an amount equal to the payment made by SFSI to Dealer at the time of
sale with respect to such Class B shares or Class D Shares.
4. The Dealer will comply in all respects with Notice to Members 95-80 of the
National Association of Securities Dealers, Inc. regarding members
obligations and responsibilities regarding mutual fund sales practices.
The sale of any Class A,Class B or Class D shares of a Seligman Mutual Fund
will constitute Dealer's acceptance of and agreement with the terms set forth
herein.
<PAGE>
EXHIBIT C
POLICIES AND PROCEDURES
In connection with the offering by the Funds of three classes of
shares, one subject to a front-end sales load and a service fee ("Class A
Shares"), one subject to a service fee, a distribution fee, no front-end sales
load and a contingent deferred sales load on redemptions within six years of
purchase ("Class B 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 B Shares or 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,
Class B 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 another. For example, an investor 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 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 B or Class D Shares. An investor who
expects to hold his or her shares for longer than eight years might prefer Class
B Shares over Class D Shares because of the conversion feature; once the Class B
Shares have converted to Class A Shares, the ongoing distribution fees will be
reduced. Class D Shares may remain a more attractive choice for shorter-term
investors because of the contingent deferred sales load on such shares is only
1%, and it does not apply if the investor owns his or her shares for at least
one year. If an investor anticipates that he or she will redeem his or her
Class B Shares or Class D Shares while still subject to a contingent deferred
sales charge, 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.
<PAGE>
SALES AGREEMENT
covering shares of capital stock
and/or shares of beneficial interest of
THE SELIGMAN MUTUAL FUNDS
Seligman Capital Fund, Inc.
Seligman Common Stock Fund, Inc.
Seligman Communications and Information Fund, Inc.
Seligman Frontier Fund, Inc.
Seligman Growth Fund, Inc.
Seligman Henderson Global Fund Series, Inc.
Seligman High Income Fund Series
Seligman Income Fund, Inc.
Seligman New Jersey Tax-Exempt Fund, Inc.
Seligman Pennsylvania Tax-Exempt Fund Series
Seligman Tax-Exempt Fund Series, Inc.
Seligman Tax-Exempt Series Trust
between
SELIGMAN FINANCIAL SERVICES, INC.
and
____________________________________________________________________________
Dealer
The Dealer named above and Seligman Financial Services, Inc., exclusive agent
for distribution of shares of capital stock of Seligman Capital Fund, Inc.,
Seligman Common Stock Fund, Inc., Seligman Communications and Information Fund,
Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman
Henderson Global Fund Series, Inc., Seligman Income Fund, Inc., Seligman New
Jersey Tax-Exempt Fund, Inc., and Seligman Tax-Exempt Fund Series, Inc., and
shares of beneficial interest of Seligman High Income Fund Series, Seligman
Pennsylvania Tax-Exempt Fund, and Seligman Tax-Exempt Series Trust, agree to the
terms and conditions set forth in this agreement.
DEALER SIGNATURE SELIGMAN FINANCIAL SERVICES, INC. ACCEPTANCE
___________________________ ________________________________________
Principal Officer Stephen J. Hodgdon, President
SELIGMAN FINANCIAL SERVICES, INC.
___________________________ 100 Park Avenue
Address New York, New York 10017
___________________________ ________________________________________
Employer Identification No. Date
REV 1/95
<PAGE>
The Dealer and Seligman Financial Services, Inc. ("Seligman Financial
Services"), as exclusive agent for distribution of Class A and Class D Shares
(as described in the "Policies and Procedures," as set forth below) of the
Capital Stock and/or Class A and Class D Shares of beneficial interest
(collectively, the "Shares") of Seligman Capital Fund, Inc., Seligman Common
Stock Fund, Inc., Seligman Communications and Information Fund, Inc., Seligman
Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson Global Fund
Series, Inc., Seligman High Income Fund Series, Seligman Income Fund, Inc.,
Seligman New Jersey Tax-Exempt Fund, Inc., Seligman Pennsylvania Tax-Exempt
Fund, Seligman Tax-Exempt Fund Series, Inc. and Seligman Tax-Exempt Series Trust
and or any other mutual fund for which Seligman Financial Services is exclusive
agent for distribution (herein called the Funds), agree as follows:
1. The Dealer agrees to comply with the attached "Policies and Procedures"
with respect to sales of Seligman Mutual Funds offering two classes of
shares, as set forth below.
2. An order for Shares of one or more of the Funds, placed by the Dealer with
Seligman Financial Services, will be confirmed at the public offering price
as described in each Fund's current prospectus. Unless otherwise agreed
when an order is placed, the Dealer shall remit the purchase price to the
Fund, or Funds, with issuing instruction, within the period of time
prescribed by existing regulations. No wire orders under $1,000 may be
placed for initial purchases.
3. Shares of the Funds shall be offered for sale and sold by the Dealer only
at the applicable public offering price currently in effect, determined in
the manner prescribed in each Fund's prospectus. Seligman Financial
Services will make a reasonable effort to notify the Dealer of any
redetermination or suspension of the current public offering price, but
Seligman Financial Services shall be under no liability for failure to do
so.
4. On each purchase of Shares by the Dealer, the Dealer shall be entitled,
based on the Class of Shares purchased and except as provided in each
Fund's current prospectus, to a concession determined as a percentage of
the price to the investor as set forth in each Fund's current prospectus.
On each purchase of Class A Shares, Seligman Financial Services reserves
the right to receive a minimum concession of $.75 per transaction. No
concessions will be paid to the Dealer for the investment of dividends in
additional shares.
5. Except for sales to and purchases from the Dealer's retail customers, all
of which shall be made at the applicable current public offering price or
the current price bid by Seligman Financial Services on behalf of the Fund,
the Dealer agrees to buy Shares only through Seligman Financial Services
and not from any other sources and to sell shares only to Seligman
Financial Services, the Fund or its redemption agent and not to any other
purchasers.
6. By signing this Agreement, both Seligman Financial Services and the Dealer
warrant that they are members of the National Association of Securities
Dealers, Inc., and agree that termination of such membership at any time
shall terminate this Agreement forthwith regardless of the provisions of
paragraph 10 hereof. Each party further agrees to comply with all rules
and regulations of such Association and specifically to observe the
following provisions:
(a) Neither Seligman Financial Services nor the Dealer shall withhold
placing customers' orders for Shares so as to profit itself as a
result of such withholding.
(b) Seligman Financial Services shall not purchase Shares from any of the
Funds except for the purpose of covering purchase orders already
received, and the Dealer shall not purchase Shares of any of the Funds
through Seligman Financial Services other than for investment, except
for the purpose of covering purchase orders already received.
<PAGE>
(c) Seligman Financial Services shall not accept a conditional order for
Shares on any basis other than at a specified definite price. The
Dealer shall not, as principal, purchase Shares of any of the Funds
from a recordholder at a price lower than the bid price, if any, then
quoted by or for the Fund, but the Dealer shall not be prevented from
selling Shares for the account of a record owner to Seligman Financial
Services, the Fund or its redemption agent at the bid price currently
quoted by or for such Fund, and charging the investor a fair
commission for handling the transaction.
(d) If Class A Shares are repurchased by a Fund or by Seligman Financial
Services as its agent, or are tendered for redemption within seven
business days after confirmation by Seligman Financial Services of
the original purchase order of the Dealer for such Shares, (i) the
Dealer shall forthwith refund to Seligman Financial Services the full
concession allowed to the Dealer on the original sales and (ii)
Seligman Financial Services shall forthwith pay to the Fund Seligman
Financial Services' share of the "sales load" on the original sale by
Seligman Financial Services, and shall also pay to the Fund the refund
which Seligman Financial Services received under (i) above. The
Dealer shall be notified by Seligman Financial Services of such
repurchase or redemption within ten days of the date that such
redemption or repurchase is placed with Seligman Financial Services,
the Fund or its authorized agent. Termination or cancellation of this
Agreement shall not relieve the Dealer or Seligman Financial Services
from the requirements of this clause (d).
7. (a) Seligman Financial Services shall be entitled to a contingent
deferred sales load ("CDSL") on redemptions within one year of
purchase on any Class D Shares sold. With respect to omnibus accounts
in which Class D Shares are held at Seligman Data Corp. ("SDC") in the
Dealer's name, the Dealer agrees that by the tenth day of each month
it will furnish to SDC a report of each redemption in the preceding
month to which a CDSL was applicable, accompanied by a check payable
to Seligman Financial Services in payment of the CDSL due.
(b) If, with respect to a redemption of any Class D Shares sold by the
Dealer, the CDSL is waived because the redemption qualifies for a
waiver set forth in the Fund's prospectus, the Dealer shall promptly
remit to Seligman Financial Services an amount equal to the payment
made by Seligman Financial Services to the Dealer at the time of sale
with respect to such Class D Shares.
8. In all transactions between Seligman Financial Services and the Dealer
under this Agreement, the Dealer will act as principal in purchasing from
or selling to Seligman Financial Services. The dealer is not for any
purposes employed or retained as or authorized to act as broker, agent or
employee of any Fund or of Seligman Financial Services and the Dealer is
not authorized in any manner to act for any Fund or Seligman Financial
Services or to make any representations on behalf of Seligman Financial
Services. In purchasing and selling Shares of any Fund under this
Agreement, the Dealer shall be entitled to rely only upon matters stated in
the current offering prospectus of the applicable Fund and upon such
written representations, if any, as may be made by Seligman Financial
Services to the Dealer over the signature of Seligman Financial Services.
9. Seligman Financial Services will furnish to the Dealer, without charge,
reasonable quantities of the current offering prospectus of each Fund and
sales material issued from time to time by Seligman Financial Services.
10. Either Party to this Agreement may cancel this Agreement by written notice
to the other party. Such cancellation shall be effective at the close of
business on the 5th day following the date on which such notice was given.
Seligman Financial Services may modify this Agreement at any time by
written notice to the Dealer. Such notice shall be deemed to have been
given on the date upon which it was either delivered personally to the
other party or any officer or member thereof, or was mailed postage-paid,
or delivered to a telegraph office for transmission to the other party at
his or its address as shown herein.
<PAGE>
11. This Agreement shall be construed in accordance with the laws of the State
of New York and shall be binding upon both parties hereto when signed by
Seligman Financial Services and by the Dealer in the spaces provided on the
cover of this Agreement. This Agreement shall not be applicable to Shares
of a Fund in a state in which such Fund Shares are not qualified for sale.
POLICIES AND PROCEDURES
In connection with the offering by the Funds of three classes of
shares, one subject to a front-end sales load and a service fee ("Class A
Shares"), one subject to a service fee, a distribution fee, no front-end sales
load and a contingent deferred sales load on redemptions within six years of
purchase ("Class B 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 B Shares or 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,
Class B 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 another. For example, an investor 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 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 B or Class D Shares. An investor who
expects to hold his or her shares for longer than eight years might prefer Class
B Shares over Class D Shares because of the conversion feature; once the Class B
Shares have converted to Class A Shares, the ongoing distribution fees will be
reduced. Class D Shares may remain a more attractive choice for shorter-term
investors because of the contingent deferred sales load on such shares is only
1%, and it does not apply if the investor owns his or her shares for at least
one year. If an investor anticipates that he or she will redeem his or her
Class B Shares or Class D Shares while still subject to a contingent deferred
sales charge, 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.
<PAGE>
EXHIBIT 99.11
CONSENT OF INDEPENDENT AUDITORS
Seligman Henderson Global Fund Series, Inc.:
We consent to the incorporation by reference in the Statement of Additional
Information in this Post-Effective Amendment No. 20 to Registration Statement
No. 33-44186 of our report dated December 1, 1995, appearing in the Annual
Report to shareholders for the year ended October 31, 1995, and to the reference
to us under the caption "Financial Highlights" in the Prospectus, which is a
part of such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
April 17, 1996
<PAGE>
EXHIBIT 99.13(a)
INVESTMENT LETTER
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
Seligman Henderson Global Fund Series, Inc. (the "Fund"), an open-end
diversified management investment company, and the undersigned ("Purchaser"),
intending to be legally bound, hereby agree as follows:
1. The Fund hereby sells to Purchaser and Purchaser purchases 1 Class B share
(the "Share") of Capital Stock (par value $.001) of the Seligman Henderson
International Fund, Seligman Henderson Global Growth Opportunities Fund,
Seligman Henderson Global Smaller Companies Fund and Seligman Henderson
Global Technology Fund (collectively, the "Series"), series of the Fund, at
a price equivalent to the net asset value of one share of each Series as of
the close of business on April 18, 1996. The Fund hereby acknowledges
receipt from Purchaser of funds in such amount in full payment for the
Share.
2. Purchaser represents and warrants to the Fund that each Share is being
acquired for investment and not with a view to distribution thereof, and
that Purchaser has no present intention to redeem or dispose of the Share.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 17th day
of April, 1996 ("Purchase Date").
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By: /s/ Lawrence P. Vogel
---------------------
Name: Lawrence P. Vogel
Title: Vice President
J. & W. SELIGMAN & CO. INCORPORATED
By: /s/ Lawrence P. Vogel
---------------------
Name: Lawrence P. Vogel
Title: Senior Vice President
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
----------------------------------------------------------
SECTION 1. Seligman Henderson International Fund (the "Series"), a
series of Seligman Henderson Global Fund Series, Inc. (the "Fund") will pay fees
to Seligman Financial Services, Inc., the principal underwriter of its shares
(the "Distributor"), for administration, shareholder services and distribution
assistance for the Class A, Class B 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 Series may pay to the
Distributor a shareholder servicing fee of up to .25% on an annual basis of the
average daily net assets of the Series (payable quarterly with respect to Class
A and monthly with respect to Class B and Class D) and a distribution fee of
.75% on an annual basis, payable monthly, of the average daily net assets of the
Series attributable to the Class B Shares and a distribution fee of up to .75%
on an annual basis, payable monthly, of the average daily net assets of the
Series attributable to Class D shares. Such fees will be used in their 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.
1
<PAGE>
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.
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.
This Plan shall not be amended to reduce the distribution fee payable to the
Distributor pursuant to Section 2 hereof in respect of Class B shares, unless
the shareholder servicing fee payable pursuant to Section 2 hereof for
compensation to Service Organizations for providing administration, accounting
and other shareholder services has been eliminated, provided, however that the
distribution fee in respect of Class B shares may be reduced without change to
the shareholder servicing fee, if and to the extent required in order to comply
with any applicable laws or regulations, including applicable rules of the
National Association of Securities Dealers, Inc. regulating maximum sales
charges.
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
2
<PAGE>
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.
3
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
----------------------------------------------------------
SECTION 1. Seligman Henderson Global Smaller Companies Fund (the
"Series"), a series of Seligman Henderson Global Fund Series, Inc. (the "Fund")
will pay fees to Seligman Financial Services, Inc., the principal underwriter of
its shares (the "Distributor"), for administration, shareholder services and
distribution assistance for the Class A, Class B 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 Series may pay to the
Distributor a shareholder servicing fee of up to .25% on an annual basis of the
average daily net assets of the Series (payable quarterly with respect to Class
A and monthly with respect to Class B and Class D) and a distribution fee of
.75% on an annual basis, payable monthly, of the average daily net assets of the
Series attributable to the Class B Shares and a distribution fee of up to .75%
on an annual basis, payable monthly, of the average daily net assets of the
Series attributable to Class D shares. Such fees will be used in their 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.
1
<PAGE>
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.
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.
This Plan shall not be amended to reduce the distribution fee payable to the
Distributor pursuant to Section 2 hereof in respect of Class B shares, unless
the shareholder servicing fee payable pursuant to Section 2 hereof for
compensation to Service Organizations for providing administration, accounting
and other shareholder services has been eliminated, provided, however that the
distribution fee in respect of Class B shares may be reduced without change to
the shareholder servicing fee, if and to the extent required in order to comply
with any applicable laws or regulations, including applicable rules of the
National Association of Securities Dealers, Inc. regulating maximum sales
charges.
2
<PAGE>
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.
3
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
----------------------------------------------------------
SECTION 1. Seligman Henderson Global Technology Fund (the "Series"),
a series of Seligman Henderson Global Fund Series, Inc. (the "Fund") will pay
fees to Seligman Financial Services, Inc., the principal underwriter of its
shares (the "Distributor"), for administration, shareholder services and
distribution assistance for the Class A, Class B 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 Series may pay to the
Distributor a shareholder servicing fee of up to .25% on an annual basis of the
average daily net assets of the Series (payable quarterly with respect to Class
A and monthly with respect to Class B and Class D) and a distribution fee of
.75% on an annual basis, payable monthly, of the average daily net assets of the
Series attributable to the Class B Shares and a distribution fee of up to .75%
on an annual basis, payable monthly, of the average daily net assets of the
Series attributable to Class D shares. Such fees will be used in their 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.
1
<PAGE>
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.
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.
This Plan shall not be amended to reduce the distribution fee payable to the
Distributor pursuant to Section 2 hereof in respect of Class B shares, unless
the shareholder servicing fee payable pursuant to Section 2 hereof for
compensation to Service Organizations for providing administration, accounting
and other shareholder services has been eliminated, provided, however that the
distribution fee in respect of Class B shares may be reduced without change to
the shareholder servicing fee, if and to the extent required in order to comply
with any applicable laws or regulations, including applicable rules of the
National Association of Securities Dealers, Inc. regulating maximum sales
charges.
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.
2
<PAGE>
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.
3
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
----------------------------------------------------------
SECTION 1. Seligman Henderson Global Growth Opportunities 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, Class B 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 Series may pay to the
Distributor a shareholder servicing fee of up to .25% on an annual basis of the
average daily net assets of the Series (payable quarterly with respect to Class
A and monthly with respect to Class B and Class D) and a distribution fee of
.75% on an annual basis, payable monthly, of the average daily net assets of the
Series attributable to the Class B Shares and a distribution fee of up to .75%
on an annual basis, payable monthly, of the average daily net assets of the
Series attributable to Class D shares. Such fees will be used in their 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.
1
<PAGE>
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.
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.
This Plan shall not be amended to reduce the distribution fee payable to the
Distributor pursuant to Section 2 hereof in respect of Class B shares, unless
the shareholder servicing fee payable pursuant to Section 2 hereof for
compensation to Service Organizations for providing administration, accounting
and other shareholder services has been eliminated, provided, however that the
distribution fee in respect of Class B shares may be reduced without change to
the shareholder servicing fee, if and to the extent required in order to comply
with any applicable laws or regulations, including applicable rules of the
National Association of Securities Dealers, Inc. regulating maximum sales
charges.
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.
2
<PAGE>
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.
3
<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*
- ------------------------------------------------------- --------------------- ---------------------------
CLASS A SHARES CLASS A SHARES/ CLASS D
--------------------- ----------------
CLASS B 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-/.25% 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 Emerging Markets Growth Fund $100,000 or more .25% 1.00%
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 Securities 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>
March 21, 1996
* 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.
+ Class B Shares are not available for the U.S. Government Securities Portfolio
of Seligman High Income Fund Series, Selligman New Jersey Tax-Exempt Fund, Inc.,
Seligman Pennsylvania Tax-Exempt Fund Series or any Series of Seligman Tax-
Exempt Fund Series, Inc. or Seligman Tax-Exempt Series Trust.
