SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. | |
Post-Effective Amendment No. 21 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 23 |X|
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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
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THOMAS G. ROSE, Treasurer, 100 Park Avenue, New York, New York 10017
(Name and address of agent for service)
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It is proposed that this filing will become effective (check appropriate box):
|X| immediately upon filing pursuant to paragraph (b) of rule 485
| | on (date) pursuant to paragraph (b) of rule 485
| | 60 days after filing pursuant to paragraph (a)(i) of rule 485
| | on (date) pursuant to paragraph (a)(i) of rule 485
| | 75 days after filing pursuant to paragraph (a) (ii) of rule 485
| | on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
| | This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2(a)(1) and a Rule 24f-1 Notice for
Registrant's most recent fiscal year was filed with the Commission on December
21, 1995.
<PAGE>
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
POST-EFFECTIVE AMENDMENT NO. 21
CROSS REFERENCE SHEET
Pursuant to Rule 481 (a)
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<CAPTION>
Form N-1A Part A-Item No. Location in Prospectus
------------------------- ----------------------
<S> <C> <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
Part B-Item No. Location in Statement of Additional Information
--------------- -----------------------------------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information; 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 C
</TABLE>
<PAGE>
PROSPECTUS
SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND
A SERIES OF
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue o New York, NY 10017 o New York Telephone: (212) 850-1864
Toll-Free Telephone: (800) 221-2450 -- all continental United States
For Retirement Plan Information -- Toll-Free Telephone: (800) 445-1777
May 20, 1996
Seligman Henderson Emerging Markets Growth Fund (the "Fund") is a series of
Seligman Henderson Global Fund Series, Inc. (the "Corporation"), an open-end
diversified management investment company. The Fund seeks to achieve its
objective of long-term capital appreciation by investing at least 65% of its
assets in equity securities of companies in emerging markets. There can be no
assurance that the Fund's investment objective will be achieved. Because of the
special risks involved with investing in securities of emerging market
companies, an investment in the Fund should be considered speculative and not
appropriate for individuals who require safety of principal or stable income
from their investments. For a description of the Fund's investment objective and
policies, and the risk factors associated with an investment in the Fund, see
"Investment Objective, Policies And Risks."
The Fund is managed by J. & W. Seligman & Co. Incorporated (the "Manager").
Seligman Henderson Co. (the "Subadviser") supervises and directs the Fund's
investments.
The Fund offers 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 certain
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 the Fund may be purchased
through any authorized investment dealer.
This Prospectus sets forth concisely the information a prospective investor
should know about the Fund before investing. Please read it carefully before you
invest and keep it for future reference. Additional information about the Fund,
including a Statement of Additional Information, has been filed with the
Securities and Exchange Commission. The Statement of Additional Information is
available upon request without charge by calling or writing the Fund at the
telephone numbers or the address set forth above. The Statement of Additional
Information is dated the same date as this Prospectus and is incorporated herein
by reference in its entirety.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
PAGE
Summary Of Fund Expenses.............................. 2
Alternative Distribution System....................... 3
Investment Objective, Policies And Risks.............. 4
Management Services................................... 10
Purchase Of Shares.................................... 11
Telephone Transactions................................ 16
Redemption Of Shares.................................. 17
Administration, Shareholder Services
And Distribution Plan................................ 19
Exchange Privilege.................................... 20
Further Information About Transactions In The Fund.... 21
Dividends And Distributions........................... 22
Federal Income Taxes.................................. 22
Shareholder Information............................... 24
Advertising The Fund's Performance.................... 25
Organization And Capitalization....................... 26
<PAGE>
SUMMARY OF FUND EXPENSES
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
---------------- ---------------- ----------------
(INITIAL SALES (DEFERRED SALES (DEFERRED SALES
LOAD ALTERNATIVE) LOAD ALTERNATIVE) LOAD ALTERNATIVE)
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SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ................... 4.75% None None
Sales Load on Reinvested Dividends....................... None None None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds,
whichever is lower).................................... None 5% in 1st year 1% in 1st year
4% in 2nd year None thereafter
3% in 3rd
and 4th years
2% in 5th year
1% in 6th year
None thereafter
Redemption Fees.......................................... None None None
Exchange Fees............................................ None None None
ANNUAL FUND OPERATING EXPENSES* CLASS A CLASS B CLASS D
----------- ----------- -----------
(as a percentage of average net assets)
Management Fees.......................................... 1.25% 1.25% 1.25%
12b-1 Fees .............................................. .25% 1.00%** 1.00%**
Other Expenses (After expense reimbursement)............. .75% .75% .75%
----- ----- -----
Total Fund Operating Expenses............................ 2.25% 3.00% 3.00%
===== ===== =====
</TABLE>
The purpose of this table is to assist investors in understanding the
various costs and expenses which shareholders of the Fund bear directly or
indirectly. The sales load on Class A shares is a one-time charge paid at the
time of purchase of shares. Reductions in sales loads are available in certain
circumstances. The CDSL on Class B and Class D shares are one-time charges paid
only if shares are redeemed within six years or one year of purchase,
respectively. The expense table and example below reflect a voluntary
undertaking by the Manager and the Subadviser to reimburse a portion of "Other
Expenses" such that total operating expenses for the current fiscal year other
than 12b-1 fees will not exceed annualized rates of 2.00% of the average net
assets of each respective class. In the absence of these undertakings, it is
estimated that "Total Fund Operating Expenses" would equal approximately 2.75%
for Class A shares and 3.50% for Class B and Class D shares. There is no
guarantee that these undertakings will continue past the end of the current
fiscal year. For more information concerning reductions in sales loads and for a
more complete description of the various costs and expenses, including
management fees, see "Purchase Of Shares," "Redemption Of Shares" and
"Management Services" herein. The Fund's Administration, Shareholder Services
and Distribution Plan to which the caption "12b-1 Fees" relates, is discussed
under "Administration, Shareholder Services and Distribution Plan," herein.
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EXAMPLE 1 YEAR 3 YEARS
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An investor would pay the following expenses on a $1,000
investment, assuming (i) a 5% annual return and
(ii) redemption at the end of the period shown...................Class A $69 $114
Class B+ $80 $123
Class D $40++ $ 93
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN AND THE 5%
ANNUAL RETURN USED IN THIS EXAMPLE IS A HYPOTHETICAL RATE.
*Estimated.
**Includes an annual distribution fee of 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 annual distribution fees
on Class B and Class D shares of the Fund 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% limitation is imposed on the Fund rather
than on a per shareholder basis. Therefore, a long-term Class B or Class D
shareholder of the Fund may pay more in total sales loads (including
distribution fees) than the economic equivalent of 6.25% of such shareholder's
investment in such shares.
+Assuming (i) a 5% annual return and (ii) no redemption at the end of the
period, the expenses on a $1,000 investment would be $30 for 1 year and $93
for 3 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 $30.
2
<PAGE>
ALTERNATIVE DISTRIBUTION SYSTEM
The Fund offers three classes of shares. Class A shares are sold to investors
who have concluded that they would prefer to pay an initial sales load and have
the benefit of lower continuing fees. 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. Class D shares are
sold to investors choosing to pay no initial sales load, a higher distribution
fee and, with respect to redemptions within one year of purchase, a CDSL. The
Alternative Distribution System allows investors to choose the method of
purchasing shares that is most beneficial in light of the amount of the
purchase, the length of time the shares are expected to be held and other
relevant circumstances. Investors should determine whether under their
particular circumstances it is more advantageous to incur an initial sales load
and be subject to lower ongoing fees, as discussed below, or to have the entire
initial purchase price invested in the Fund with the investment thereafter being
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 the Fund,
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
distribution 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 the Fund will be reduced by
the amount of the initial sales load on Class A shares deducted at the time of
purchase. Furthermore, the 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 into 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
invested 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 reduced
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 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 payable on
a purchase of the same amount of Class A or Class D shares, particularly if the
Class B shares are redeemed shortly after purchase or if the investor qualifies
for a reduced sales load on the Class A shares.
Investors should understand that the purpose and function of the initial
sales loads 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 and distribution fees applicable to a Class
provide for the financing of the distribution of the shares of the Fund.
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 after eight
3
<PAGE>
years, which are subject to lower ongoing distribution fees.
The three classes of shares represent interests in the same portfolio of
investments, have the same rights and are generally identical in all respects
except that each class bears its separate distribution and, 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 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 to be paid by
each class. Class B and Class D shares bear higher distribution fees, which will
cause 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
exists between the Class A, Class B and Class D shares. On an ongoing basis, the
Directors, in the exercise of their fiduciary duties pursuant to the 1940 Act
and Maryland law, will seek to ensure that no such conflict arises. For this
purpose, the Directors will monitor the Fund for the existence of any material
conflict among the classes and will take such action as is reasonably necessary
to eliminate any such conflicts that may develop.
DIFFERENCES BETWEEN CLASSES. The primary 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 and a lower CDSL rate 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 account 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 the Fund or another mutual fund in
the Seligman Group for which the exchange privilege is available. Although Class
D shareholders are subject to a shorter CDSL period at a lower rate, they forgo
the Class B automatic conversion feature, making their investment subject to
higher distribution fees for an indefinite period of time. Each class has
advantages and disadvantages for different investors, and investors should
choose the class that best suits their circumstances and their objectives.
ANNUAL 12B-1 FEES
INITIAL (AS A % OF AVERAGE
SALES LOAD DAILY NET ASSETS) OTHER INFORMATION
--------- ------------------ ---------------
CLASS A Maximum initial Service fee of up to Initial sales load
sales load of 4.75% .25%. waived or reduced
of the public for certain
offering price. purchases.
CLASS B None Service fee of up to CDSL of:
.25%; Distribution 5% in 1st year
fee of .75% 4% in 2nd year
until Conversion.* 3% in 3rd and
4th years
2% in 5th year
1% in 6th year
0% after 6th year.
CLASS D None Service fee of up to CDSL of 1% on
.25%; Distribution redemptions within
fee of .75%. one year of
purchase.
* Conversion occurs at the end of the month which precedes the 8th anniversary
of the purchase date. If Class B shares of the Fund 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.
INVESTMENT OBJECTIVE, POLICIES AND RISKS
The Fund is a series of Seligman Henderson Global Fund Series, Inc., an
open-end investment company incorporated under the laws of the state of Maryland
on November 22, 1991.
The investment objective of the Fund is long-term capital appreciation. The
Fund seeks to achieve its objective by investing at least 65% of its assets in
equity securities of companies in emerging markets. The investment objective is
a fundamental policy and may not be changed without shareholder approval. There
can be no assurance that the Fund's investment objective will be achieved.
4
<PAGE>
The Fund seeks to benefit from policies of economic development that are
being adopted by many developing or emerging countries. These policies include
domestic price reform, reducing internal budget deficits, privatizations,
encouraging foreign investments and developing capital markets. Countries
adopting such policies have normally experienced an acceleration of economic
growth that, in many cases, has resulted in higher returns in the longer term
than those of more developed countries. Examples of countries successfully
adopting policies of economic development include South Korea, Taiwan, Malaysia,
Thailand, Chile, Poland and Argentina. Examples of countries in the course of
adopting policies of economic development include China, India, Russia and
Brazil.
An emerging market is a market in any country that the International Bank for
Reconstruction and Development (the "World Bank") generally considers to be an
emerging country. There are currently more than 150 countries which are
considered to be emerging countries, approximately 60 of which currently have
stock markets. These countries generally include every nation in the world
except the United States, Canada, Japan, Australia, New Zealand and most nations
located in Western Europe such as Austria, Belgium, Denmark, Finland, France,
Germany, Great Britain, Ireland, Italy, the Netherlands, Norway, Spain, Sweden
and Switzerland.
Currently, investing in many emerging markets is not feasible or may involve
unacceptable risks. The Fund will focus its investments on those emerging
countries in which it believes the economies are developing strongly and in
which markets are becoming more sophisticated. The Fund intends to invest
primarily in markets in some or all of the following emerging countries:
Argentina, Brazil, Bulgaria, Chile, China, Colombia, Czech Republic, Ghana,
Greece, Hungary, India, Indonesia, Jordan, Kenya, Malaysia, Mexico, Morocco,
Namibia, Nigeria, Pakistan, Peru, the Philippines, Poland, Portugal, Russia,
Slovakia, South Africa, South Korea, Sri Lanka, Taiwan, Thailand, Turkey,
Uruguay, Venezuela and Zimbabwe. As more markets develop, the Fund expects to
expand and further diversify its investments.
A company in an emerging market is defined as a company: (i) the principal
securities trading market for the equity securities of which is an emerging
market; (ii) that (alone or on a consolidated basis) derives 50% or more of its
total revenue from either goods produced, sales made or services performed in
emerging countries; or (iii) organized under the laws of, and with a principal
office in, an emerging country.
The Subadviser will implement a top down method in selecting investments on
behalf of the Fund, i.e., first identifying geographic regions and individual
countries and then identifying specific securities within these areas. For
allocating investments among geographic regions and individual countries, the
Subadviser will consider for each country such factors as current and forecast
economic growth; valuation, size and potential of securities markets; expected
levels of inflation; the balance of payments and external reserves; the outlook
for the currency and interest rates; and financial, social and political
conditions influencing investment opportunities. The Subadviser will select
securities for inclusion in the Fund's portfolio based on, among other factors,
evaluation of a company's growth prospects, quality of management, liquidity and
the relative valuation of the securities in the markets that the Subadviser has
selected for investment.
The Fund may invest in all types of securities, many of which will be
denominated in currencies other than the U.S. dollar. The Fund will normally
invest its assets in equity securities, including common stock, preferred stock,
warrants or rights to subscribe to or purchase such securities, securities
convertible into or exchangeable for such securities, equity interests in
trusts, partnerships and other investment companies, and sponsored or
unsponsored American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs") and Global Depositary Receipts ("GDRs"). Under normal conditions, the
Fund will maintain investments in at least three emerging countries. Equity
securities in which the Fund will invest may be listed on a U.S. or foreign
stock exchange or traded in U.S. or foreign over-the-counter markets.
For capital appreciation, the Fund may invest up to 5% of its assets in
governmental and corporate debt securities that, at the time of purchase, are
rated Baa or lower by Moody's Investors Services, Inc. ("Moody's") or BBB or
lower by Standard & Poor's Corporation ("S&P"), or if unrated, deemed to be of
comparable quality by the Subadviser. The Fund will not invest in debt
5
<PAGE>
securities rated lower than C by Moody's or C by S&P, or in the case of unrated
securities, debt securities that are, in the opinion of the Subadviser, of
equivalent quality. Securities rated Baa/BBB or lower lack high quality
investment characteristics and may also have speculative characteristics.
(Appendix A to the Statement of Additional Information contains a description of
these securities ratings.) Debt securities are interest-rate sensitive;
accordingly, their value tends to decrease when interest rates rise and increase
when interest rates fall.
As noted above, the Fund may invest in securities represented by ADRs, EDRs,
and GDRs (collectively, "Depositary Receipts"). ADRs are receipts generally
issued by a domestic bank or trust company that represent the deposit of a
security of a foreign issuer. ADRs may be publicly traded on exchanges or
over-the-counter in the United States and are quoted and settled in dollars at a
price that generally reflects the dollar equivalent of the home country share
price. EDRs and GDRs are receipts similar to ADRs and are typically issued by
foreign banks or trust companies and traded in Europe. Depositary Receipts may
be issued pursuant to sponsored or unsponsored programs. In sponsored programs,
the issuer has made arrangements to have its securities traded in the form of a
Depositary Receipt. In unsponsored programs, the issuer may not be directly
involved in the creation of the program. Although regulatory requirements with
respect to sponsored and unsponsored programs are generally similar, the issuers
of unsponsored Depositary Receipts are not obligated to disclose material
information in the United States and, therefore, the import of such information
may not be reflected in the market value of such securities. For purposes of the
Fund's investment policies, the Fund's investments in Depositary Receipts will
be deemed to be investments in the underlying securities.
By investing in foreign securities, the Fund will attempt to take advantage
of differences among economic trends and the performance of securities markets
in various countries. To date, the market values of securities of issuers
located in different countries have moved relatively independently of each
other. During certain periods, the return on equity investments in some
countries has exceeded the return on similar investments in the United States.
The Subadviser believes that, in comparison with investment companies investing
solely in domestic securities, it may be possible to obtain significant
appreciation from a portfolio of foreign investments and securities from various
markets that offer different investment opportunities and are affected by
different economic trends. Global diversification reduces the effect events in
any one country will have on the Fund's entire investment portfolio. Of course,
a decline in the value of the Fund's investments in one country may offset
potential gains from investments in another country.
RISK FACTORS. Investing in emerging markets entails a substantial degree of
risk and, as such, an investment in the Fund should be considered speculative
and not appropriate for individuals who require safety of principal or stable
income from their investments. Additionally, an investment in the Fund should
not be considered to be a complete investment program.
Investments in securities of companies in emerging or developing countries
may involve risks that are not associated with domestic investments, and there
can be no assurance that the Fund's foreign investments will present less risk
than a portfolio of domestic securities. For example, companies in emerging
markets may generally be smaller, less seasoned and more recently organized than
many domestic companies. Foreign issuers may lack uniform accounting, auditing
and financial reporting standards, practices and requirements, and there is
generally less publicly available information about foreign issuers than there
is about U.S. issuers. Governmental regulation and supervision of foreign stock
exchanges, brokers and listed companies may be less pervasive than is customary
in the United States. Prices of securities traded in the securities markets of
emerging or developing countries tend to be volatile. Foreign securities
settlements may in some instances be subject to delays and related
administrative uncertainties which could result in temporary periods when assets
of the Fund are uninvested and no return is earned thereon and may involve a
risk of loss to the Fund. Foreign securities markets may have substantially less
volume, and far fewer traded issues, than U.S. markets. Fixed brokerage
6
<PAGE>
commissions and transaction costs on foreign securities exchanges are generally
higher than in the United States. Income from foreign securities may be reduced
by a withholding tax at the source or other foreign taxes. In some countries,
there may also be the possibility of nationalization, expropriation or
confiscatory taxation (in which the Fund could lose its entire investment in a
certain market), limitations on the removal of moneys or other assets of the
Fund, high rates of inflation, political or social instability or revolution, or
diplomatic developments that could affect investments in those countries. In
addition, it may be difficult to obtain and enforce a judgement in a court
outside the U.S.
The economies of individual emerging countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product, rates of inflation, currency depreciation, capital reinvestment,
resource self-sufficiency and balance of payment position and may be based on a
substantially less diversified industrial base. Further, the economies of
developing countries generally are heavily dependent upon international trade
and, accordingly, have been, and may continue to be, adversely affected by trade
barriers, exchange controls, managed adjustments in relative currency values and
other protectionist measures imposed or negotiated by the countries with which
they trade. These economies also have been, and may continue to be, adversely
affected by economic conditions in the countries with which they trade.
Investments in foreign securities will usually be made in foreign currencies,
and the Fund may temporarily hold foreign currencies. The value of Fund
investments that are traded in foreign currencies may be affected, favorably or
unfavorably, by the relative strength of the U.S. dollar, changes in foreign
currency and U.S. dollar exchange rates and exchange control regulations. The
Fund may incur costs in connection with conversions between various currencies.
The Funds's net asset value per share will be affected by changes in currency
exchange rates. Changes in foreign currency exchange rates may also affect the
value of dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains, if any, to be distributed to
shareholders by the Fund. The rate of exchange between the U.S. dollar and other
currencies is determined by the forces of supply and demand in the foreign
exchange markets (which in turn are affected by interest rates, trade flows and
numerous other factors) and, in some cases, exchange controls. Currency hedging
techniques may be unavailable in certain emerging countries and the Fund will
engage in only limited hedging activities in any event. Furthermore, foreign
investors are subject to many restrictions in markets of emerging or developing
countries. These restrictions may require, 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
type of companies in which foreigners may invest.
The Fund may invest in sovereign debt. The actions of governments concerning
their respective economies could have an important effect on their ability or
willingness to service their sovereign debt. Such actions could have significant
effects on market conditions and on the prices of securities and instruments
held by the Fund, including the securities and instruments of foreign private
issuers. Factors which may influence the ability or willingness of foreign
sovereigns to service debt include, but are not limited to, the availability of
sufficient foreign exchange on the date a payment is due, the relative size of
its debt service burden to the economy as a whole, its balance of payments
(including export performance) and cash flow situation, its access to
international credits and investments, fluctuations in interest and currency
rates and reserves, and its government's policies towards the International
Monetary Fund, the World Bank and other international agencies. If a foreign
sovereign defaults on all or a portion of its foreign debt, the Fund may have
limited legal recourse against the issuer and/or guarantor. Remedies must, in
some cases, be pursued in the courts of the defaulting party itself, and the
ability of the holder of foreign sovereign debt securities to obtain recourse
will be subject to the political climate in the prevailing country.
DERIVATIVES. The Fund may invest in financial instruments commonly known as
"derivatives" only for hedging or investment purposes. The Fund will not invest
in derivatives for speculative purposes, i.e., where the derivative investment
7
<PAGE>
exposes the Fund to undue risk of loss, such as where the risk of loss is
greater than the cost of the investment.
A derivative is generally defined as an instrument whose value is derived
from, or based upon, some underlying index, reference rate (e.g., interest rates
or currency exchange rates), security, commodity or other asset. The Fund will
not invest in a specific type of derivative without prior approval from its
Board of Directors, after consideration of, among other things, how the
derivative instrument serves the Fund's investment objective, and the risk
associated with the investment. The only types of derivatives in which the Fund
is currently permitted to invest are stock purchase rights and warrants, and, as
described more fully below, forward currency exchange contracts and put options.
The Fund may not invest in rights and warrants, if, at the time of
acquisition, the investment in rights and warrants would exceed 5% of the Fund's
net assets (valued at the lower of cost or market). In addition, no more than 2%
of net assets may be invested in warrants not listed on the New York or American
Stock Exchanges. For purposes of this restriction, warrants acquired in units or
attached to securities will be deemed to have been purchased without cost.
FORWARD CURRENCY EXCHANGE CONTRACTS. The Subadviser will consider changes in
exchange rates in making investment decisions. As one way of managing exchange
rate risk, the Fund may enter into forward currency exchange contracts
(agreements to purchase or sell foreign currencies at a future date). The Fund
will usually enter into these contracts to fix the U.S. dollar value of a
security that it has agreed to buy or sell for the period between the date the
trade was entered into and the date the security is delivered and paid for. The
Fund may also use these contracts to hedge the U.S. dollar value of securities
it already owns.
Although the Fund will seek to benefit by using forward contracts,
anticipated currency movements may not be accurately predicted and the Fund may
therefore incur a gain or loss on a forward contract. A forward contract may
help reduce the Fund's losses on securities denominated in foreign currency, but
it may also reduce the potential gain on the securities depending on changes in
the currency's value relative to the U.S. dollar or other currencies.
OPTIONS TRANSACTIONS. The Fund may purchase put options on portfolio
securities in an attempt to hedge against a decrease in the price of a security
held by the Fund. The Fund will not purchase options for speculative purposes.
Purchasing a put option gives the Fund the right to sell, and obligates the
writer to buy, the underlying security at the exercise price at any time during
the option period.
When the Fund purchases an option, it is required to pay a premium to the
party writing the option and a commission to the broker selling the option. If
the option is exercised by the Fund, the premium and the commission paid may be
greater than the amount of the brokerage commission charged if the security were
to be purchased or sold directly. See "Investment Objectives, Policies and
Risks" in the Statement of Additional Information.
BORROWING. The Fund may from time to time borrow money from banks for
temporary, extraordinary or emergency purposes and may invest the funds in
additional securities. Such borrowing will not exceed 10% of the Fund's total
assets and will be made at prevailing interest rates.
Investment gains realized with additional funds borrowed will generally cause
the net asset value of the Fund's shares to rise faster than could be the case
without borrowings. Conversely, if investment results fail to cover the cost of
borrowings, the net asset value of the Fund's shares could decrease faster than
if there had been no borrowings. Borrowing, when used in this manner, is a
speculative practice known as "leveraging."
LENDING OF PORTFOLIO SECURITIES. The Fund may lend its portfolio securities
to brokers, dealers and other institutional investors in an amount not to exceed
331/3% of the Fund's total assets taken at market value, for which it will
receive collateral in cash or securities issued or guaranteed by the U.S.
Government to be maintained in an amount equal to at least 100% of the current
market value of the loaned securities. The lending of portfolio securities could
involve the risk of delays in receiving additional collateral or in the recovery
of securities and possible loss of rights in collateral in the event that a
borrower fails financially.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
commercial banks or broker/dealers under which the Fund acquires a U.S.
Government or a short-term money market instrument subject to resale at a
mutually agreed-upon price and time. The resale price reflects an agreed upon
interest rate effective for the period the Fund holds the instrument that is
unrelated to the interest rate on the instrument.
8
<PAGE>
The Fund's repurchase agreements will at all times be fully collateralized,
and the Fund will make payment for such securities only upon physical delivery
or evidence of book entry transfer to the account of its custodian. Repurchase
agreements could involve certain risks in the event of bankruptcy or other
default of the seller, including possible delays and expenses in liquidating the
underlying security, decline in the value of the underlying security and loss of
interest.
OTHER INVESTMENT COMPANIES. Certain emerging markets have restrictions that
preclude or limit direct foreign investment in the securities of their
companies. However, indirect foreign investment is permitted in certain emerging
markets through governmentally authorized investment vehicles or companies
including closed-end investment companies which may be acquired at prices in
excess of their net asset values. In accordance with the 1940 Act, the Fund may
invest up to 10% of its assets in shares of other investment companies. If the
Fund invests in other investment companies, shareholders would bear not only
their proportionate share of Fund expenses (including operating expenses and
advisory fees), but also similar expenses of the underlying investment
companies.
ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in
illiquid securities, including restricted securities (i.e., securities not
readily marketable without registration under the Securities Act of 1933 (the
"1933 Act")) and other securities that are not readily marketable, such as
repurchase agreements of more than one week's duration. The Fund may purchase
restricted securities that may be offered and sold only 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 Rule 144A securities will further evolve. This investment practice
could have the effect of increasing the level of illiquidity in the Fund to the
extent that qualified institutional buyers become for a time uninterested in
purchasing Rule 144A securities.
SHORT SALES. The Fund may sell securities short "against-the-box." A short
sale "against-the-box" is a short sale in which the Fund owns an equal amount of
the securities sold short or securities convertible into or exchangeable without
payment of further consideration for securities of the same issue as, and equal
in amount to, the securities sold short.
TEMPORARY INVESTMENTS. When the Subadviser believes that market conditions
warrant a temporary defensive position, the Fund may invest up to 100% of its
assets in short-term instruments such as commercial paper, bank certificates of
deposit, bankers' acceptances, or repurchase agreements for such securities and
securities of the U.S. Government and its agencies and instrumentalities, as
well as cash and cash equivalents denominated in foreign currencies. Investments
in domestic bank certificates of deposit and bankers' acceptances will be
limited to banks that have total assets in excess of $500 million and are
subject to regulatory supervision by the U.S. Government or state governments.
The Fund's investments in commercial paper of U.S. issuers will be limited to
(a) obligations rated Prime-1 by Moody's or A-1 by S&P or (b) unrated
obligations issued by companies having an outstanding unsecured debt issue
currently rated A or better by S&P. A description of various commercial paper
ratings and debt securities ratings appears in Appendix A to the Statement of
Additional Information. The Fund's investments in foreign short-term instruments
will be limited to those that, in the opinion of the Subadviser, equate
generally to the standards established for U.S.
short-term instruments.
Except as noted above, the foregoing investment policies are not fundamental
and the Board of Directors of the Fund may change such policies without the vote
of a majority of its outstanding voting securities. A more detailed description
of the Fund's investment policies, including a list of those restrictions on the
Fund's investment activities which cannot be changed without such a vote,
appears in the Statement of Additional Information. Under the 1940 Act, a "vote
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<PAGE>
of a majority of the outstanding voting securities" of the Fund means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund or (2) 67% or more of the shares present at a shareholders' meeting if
more than 50% of the outstanding shares are represented at the meeting in person
or by proxy.
MANAGEMENT SERVICES
THE MANAGER. The Board of Directors provides broad supervision over the
affairs of the Fund. Pursuant to a Management Agreement between J. & W. Seligman
& Co. Incorporated and Seligman Henderson Global Fund Series, Inc., on behalf of
the Fund and the Corporation's other series, the Manager administers the
business and other affairs of the Fund. The address of the Manager is 100 Park
Avenue, New York, NY 10017.
The Manager also serves as manager of sixteen other investment companies
which, together with the Corporation, comprise the "Seligman Group." These
companies are: Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc.,
Seligman Common Stock Fund, Inc., Seligman Communications and Information Fund,
Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman High
Income Fund Series, Seligman Income Fund, Inc., Seligman New Jersey Tax-Exempt
Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series, Seligman Portfolios,
Inc., Seligman Quality Municipal Fund, Inc., Seligman Select Municipal Fund,
Inc., Seligman Tax-Exempt Fund Series, Inc., Seligman Tax-Exempt Series Trust
and Tri-Continental Corporation. The aggregate assets of the Seligman Group were
approximately $11.9 billion at March 31, 1996. The Manager also provides
investment management or advice to individual and institutional accounts having
an March 31, 1996 value 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 Corporation. Mr. Morris owns a
majority 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 1.25% of the average daily net
assets of the Fund, of which 1.15% is paid to the Subadviser for services
described below. The management fee is higher than that of most domestic
investment companies but is comparable to that of most international and global
equity funds.
The Fund pays all of its expenses other than those assumed by the Manager or
the Subadviser, including fees for necessary professional and brokerage
services, costs of regulatory compliance, costs associated with maintaining
corporate existence, custody and shareholder service, shareholder relations and
insurance costs.
THE SUBADVISER. Seligman Henderson Co. serves as Subadviser to the Fund
pursuant to a Subadvisory Agreement between the Manager and the Subadviser (the
"Subadvisory Agreement"). The Subadvisory Agreement provides that the Subadviser
will supervise and direct the Fund's global investments in accordance with the
Fund's investment objective, policies and restrictions. The Subadviser was
founded in 1991 as a joint venture between the Manager and Henderson
International, Inc., a controlled affiliate of Henderson Administration Group
plc. The Subadviser was created to provide international and global investment
management services to institutional and individual investors and investment
companies in the United States. The Subadviser also serves as Subadviser to
Seligman Henderson Global Growth Opportunities Fund, Seligman Henderson
International Fund, Seligman Henderson Global Smaller Companies Fund, and
Seligman Henderson Global Technology Fund, the other series of Seligman
Henderson Global Fund Series, Inc., 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, Global Growth Opportunities, Global Smaller Companies and Global
Technology Portfolios of Seligman Portfolios, Inc. and Tri-Continental
Corporation. The address of the Subadviser is 100 Park Avenue, New York, NY
10017.
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<PAGE>
PORTFOLIO MANAGERS. Mr. Peter Bassett has responsibility for directing and
overseeing the investments of the Fund.
Mr. Bassett has been head of Emerging Market Investments and Divisional
Director, Henderson Investment Management, Henderson Administration Group plc,
since 1993. He was previously Deputy Head of Far East Desk and Director, Touche
Remnant Investment Management.
The Manager's discussion of Fund performance as well as a line graph
illustrating comparative performance information between the Fund and
appropriate broad-based indices will be included in the Fund's next Annual
Report to shareholders.
PORTFOLIO TRANSACTIONS. The Management Agreement and Subadvisory Agreement
each recognize that in the purchase and sale of portfolio securities for the
Fund, the Manager and the Subadviser will seek the most favorable price and
execution, and, consistent with that policy, may give consideration to the
research, statistical and other services furnished by brokers or dealers to the
Manager and the Subadviser. The use of brokers who provide investment and market
research and securities and economic analysis may result in a higher brokerage
charges to the Fund than the use of brokers selected on the basis of the most
favorable brokerage commission rates, and research and analysis received may be
useful to the Manager or the Subadviser in connection with its services to other
clients as well as to the Fund. In over-the-counter markets, orders are placed
with 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 Corporation may determine, the
Manager and Subadviser may consider sales of shares of the Fund and, if
permitted by applicable laws, may consider sales of shares of the other mutual
funds in the Seligman Group as a factor in the selection of brokers or dealers
to execute portfolio transactions for the Fund.
PORTFOLIO TURNOVER. A change in securities held by the Fund is known as
"portfolio turnover" which may result in the payment by the Fund of dealer
spreads or underwriting commissions and other transactions costs on the sale of
securities as well as on the reinvestment of the proceeds in other securities.
These costs may be higher for the types of securities in which the Fund shall
invest. Although it is the policy of the Fund to hold securities for investment,
changes in the securities held by the Fund will be made from time to time when
the Subadviser believes such changes will strengthen the Fund's portfolio. The
portfolio turnover of the Fund is not expected to exceed 100%.
PURCHASE OF SHARES
Seligman Financial Services, Inc. ("SFSI"), an affiliate of the Manager, acts
as general distributor of the Fund's shares. Its address is 100 Park Avenue, New
York, NY 10017.
The Fund issues three classes of shares: Class A shares are sold to investors
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 Fund may be purchased through any authorized investment dealer.
All orders will be executed at the net asset value per share next computed after
receipt of the purchase order plus, in the case of Class A shares, a sales load
which, except for shares purchased under one of the reduced sales load plans,
will vary with the size of the purchase as shown in the schedule under "Class A
Shares -- Initial Sales Load" below.
THE MINIMUM AMOUNT FOR INITIAL INVESTMENT IN THE FUND IS $1,000; SUBSEQUENT
INVESTMENTS MUST BE IN THE MINIMUM AMOUNT OF $100 (EXCEPT FOR INVESTMENT OF
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS). THE FUND RESERVES THE RIGHT TO RETURN
INVESTMENTS THAT DO NOT SATISFY THESE MINIMUMS. EXCEPTIONS TO THESE MINIMUMS ARE
AVAILABLE FOR ACCOUNTS BEING ESTABLISHED CONCURRENTLY WITH THE INVEST-A-CHECK(R)
SERVICE OR THE SELIGMAN TIME HORIZON MATRIXSM.
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<PAGE>
Orders received by an authorized dealer before the close of the New York
Stock Exchange ("NYSE") (normally, 4:00 p.m. Eastern time) and accepted by SFSI
before the close of business (5:00 p.m. Eastern time) on the same day will be
executed at the Fund's net asset value determined as of the close of the NYSE on
that day plus, in the case of Class A shares, the applicable sales load. Orders
accepted by dealers after the close of the NYSE, or received by SFSI after the
close of business, will be executed at the Fund's net asset value as next
determined plus, in the case of Class A shares, the applicable sales load. The
authorized dealer through which a shareholder purchases shares is responsible
for forwarding the order to SFSI promptly.
Payment for dealer purchases may be made by check or by wire. To wire
payments, dealer orders must first be placed through SFSI's order desk and
assigned a purchase confirmation number. Funds in payment of the purchase may
then be wired to Mellon Bank, N.A., ABA #043000261, A/C Seligman Henderson
Emerging Markets Growth Fund (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 specific 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 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 or
with periodic reports) and include the shareholder's name, address, account
number and class of shares (A, B or D). Orders sent directly to Seligman Data
Corp. will be executed at the Fund's net asset value next determined after the
order is accepted plus, in the case of Class A shares, the applicable sales
load.
Seligman Data Corp. will charge a $10.00 service fee for checks returned to
it as uncollectable. 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 Seligman Data Corp. receives notice that the check has cleared,
which may be up to 15 days from the credit of the shares to the shareholder's
account.
VALUATION. The net asset value of the Fund's shares is determined each day,
Monday through Friday, as of the close of trading on the NYSE (normally, 4:00
p.m. Eastern time) on each day that the NYSE is open for business. Net asset
value is calculated separately for each class. Securities traded on a U.S. or
foreign exchange or over-the-counter market are valued at the last sales price
on the primary exchange or market on which they are traded. United Kingdom
securities and securities for which there are no recent sales transactions are
valued based on quotations provided by primary market makers in such securities.
Any securities for which recent market quotations are not readily available are
valued at fair value determined in accordance with procedures approved by the
Corporation'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 amortized cost value does not represent
fair market value.
Although the legal rights of Class A, Class B and Class D shares are
substantially identical, the different expenses borne by each class will result
in different net asset values and dividends. The net asset value of Class 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 fees 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 classes.
CLASS A SHARES--INITIAL SALES LOAD. Class A shares are subject to an initial
sales load which varies with the size of the purchase as shown in the following
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schedule, and an annual service fee of up to .25% of the average daily net asset
value of Class A shares. See "Administration, Shareholder Services and
Distribution Plan" below.
--------------------------------------------------------------------------------
CLASS A SHARES--SALES LOAD SCHEDULE
SALES LOAD AS A REGULAR
PERCENTAGE OF DEALER
----------------------
NET AMOUNT DISCOUNT
INVESTED AS A % OF
OFFERING (NET ASSET OFFERING
AMOUNT OF PURCHASE PRICE VALUE) PRICE
------------------------ -------- ------------ -------
Less than $ 50,000 4.75% 4.99% 4.25%
$ 50,000- 99,999 4.00 4.17 3.50
100,000- 249,999 3.50 3.63 3.00
250,000- 499,999 2.50 2.56 2.25
500,000- 999,999 2.00 2.04 1.75
1,000,000- 3,999,999 1.00 1.01 .90
4,000,000- or more* 0 0 0
* Dealers will receive a fee of .15% on sales of $4,000,000 or more.
--------------------------------------------------------------------------------
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 Programs")
which are attributable to the particular broker/dealer. The shares eligible 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 participating employer
has a least 50 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 an
eligible 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 aggegated with purchases made on behalf of any
other fiduciary or individual account.
O VOLUME DISCOUNTS are provided if the total amount being invested in Class A
shares of the Fund alone, or in any combination of shares of the Seligman Mutual
Funds that are sold with a front-end sales load, reaches levels indicated in the
above sales load schedule.
O THE RIGHT OF ACCUMULATION allows an investor to combine the amount being
invested in Class A shares of the other Seligman Mutual Funds sold with a sales
load with the total net asset value of shares of those Seligman Mutual Funds
already owned that were sold with a 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 whether the investor has existing accounts
when making investments or opening new accounts.
O A LETTER OF INTENT allows an investor to purchase Class A shares over a
13-month period at reduced sales loads, based upon the total amount of shares
the investor intends to purchase plus the total net asset value of shares of the
other 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 through an exchange of shares of another Seligman 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 whether the investor has existing
accounts when making investments or opening new accounts. For more information
concerning terms of Letters of Intent, see "Terms and Conditions" on page 27.
SPECIAL PROGRAMS. The Fund may sell Class A shares at net asset value to
present and retired directors, trustees, officers, employees of the Fund, the
other investment companies in the Seligman Group, the Manager and other
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<PAGE>
companies affiliated with the Manager (and family members of the foregoing).
Family members are defined to include lineal descendants and lineal ancestors,
siblings (and their spouses and children) and any company or organization
controlled by any of the forgoing. Such sales also may be made to employee
benefit and thrift plans for such persons and to any investment advisory,
custodial, trust or other fiduciary account managed or advised by the Manager or
any affiliate.
Class A shares also may be issued without a sales load in connection with the
acquisition of cash and securities owned by other investment companies and
personal holding companies; to any registered unit investment trust which is the
issuer of periodic payment plan certificates, the net proceeds of which are
invested in Fund shares; to separate accounts established and maintained by an
insurance company which are exempt from registration under Section 3(c)(11) of
the 1940 Act; to registered representatives and employees (and their spouses and
minor children) of any dealer that has a sales agreement with SFSI; to
shareholders of mutual funds with objectives and policies similar to the Fund
who purchase shares with redemption proceeds of such funds; to financial
institution trust departments; to registered investment advisers exercising
discretionary investment authority with respect to the purchase of Fund shares;
to accounts of financial institutions or broker/dealers that charge account
management fees, provided the Manager or one of its affiliates has entered into
an agreement with respect to such accounts; pursuant to sponsored arrangements
with organizations which make recommendations to or permit group solicitations
of, its employees, members or participants in connection with the purchase of
shares of the Fund; and to "eligible employee benefit plans" (i) which have at
least $1 million invested in the Seligman Group of Mutual Funds or (ii) of
employers who have at least 50 eligible employees to whom such plan is made
available and, regardless of the number of employees, if such plan is
established and maintained by any dealer that has a sales agreement with SFSI.
"Eligible employee benefit 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 price, whichever is less.
YEARS SINCE ISSUANCE CDSL
-------------------- ----
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%
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 of the Fund, 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 convert 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
the Fund 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. Class B shareholders of the Fund
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<PAGE>
exercising the exchange privilege will continue to be subject to the Fund's 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 Fund acquired by
exchange will be subject to the Fund's 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 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. Unlike Class B shares,
Class D shares do not automatically convert to Class A shares.
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
distributions from any Class B or Class D shares of mutual funds within the
Seligman 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 Services and Distribution Plan") at the time of
sale. Pursuant to an agreement with FEP Capital, L.P. ("FEP") to fund payments
in respect of Class B shares, SFSI has agreed to sell any Class B CDSL to FEP.
To minimize the application of a CDSL to a redemption, shares acquired
pursuant to the investment of dividends and distributions (which are not subject
to a CDSL) will be redeemed first; followed by shares purchased at least 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 shares with a total value of
$1,898.75 ($12.25 per share). The CDSL for this transaction would be calculated
as follows:
Total shares to be redeemed
(122.449 @ $12.25) as follows:................. $1,500.00
=========
Dividend/Distribution shares (5 @ $12.25)........ $ 61.25
Shares held more than 1 year
(100 @ $12.25)................................. 1,225.00
Shares less than 1 year old subject to
CDSL (17.449 @ $12.25)......................... 213.75
---------
Gross proceeds of redemption..................... $1,500.00
Less CDSL (17.449 shares @ $12.00 =
$209.39 x 1% = $2.09).......................... (2.09)
---------
Net proceeds of redemption....................... $1,497.91
=========
For federal income tax purposes, the amount of the CDSL will reduce the gain
or increase the loss, as the case may be, on the amount recognized on the
redemption of shares.
The CDSL will be waived or reduced in the following instances:
(a) on redemption following the death or disability of a shareholder, as
defined in section 72(m)(7) of the Internal Revenue Code of 1986, as amended
(the "Code"); (b) in connection with (i) distributions from retirement plans
qualified under section 401(a) of the Code when such redemptions are necessary
to make distributions to plan participants (such payments include, but are not
limited to death, disability, retirement, or separation of service), (ii)
distributions from a custodial account under section 403(b)(7) of the Code or an
individual retirement account (an "IRA") due to death, disability, or attainment
of age 59 1/2, and (iii) a tax-free return of an excess contribution to an IRA;
(c) in whole or in part, in connection with shares sold to current and retired
15
<PAGE>
Directors of the Fund; (d) in whole or in part, in connection with shares sold
to any state, county, or city or any instrumentality, department, authority, or
agency thereof, which is prohibited by applicable investment laws from paying a
sales load or commission in connection with the purchase of shares of any
registered investment management company; (e) pursuant to an automatic cash
withdrawal service; and (f) in connection with the redemption of Class B or
Class D shares of the Fund if the Fund 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 representatives
and members of their families to places within or outside the United States. The
cost to SFSI of such promotional activities and payments shall be consistent
with the Rules of the National Association of Securities Dealers, Inc. as then
in effect. Through June 30, 1996, dealers will receive the full dealer
re-allowance in accordance with the sales load schedule for Class A shares of
the Fund for sales of up to $3,999,999.
TELEPHONE TRANSACTIONS
A shareholder with telephone transaction privileges, AND THE SHAREHOLDER'S
BROKER/DEALER REPRESENTATIVE, will have the ability to effect the following
transactions via telephone: (i) redemption of Fund Shares, (ii) exchange of Fund
shares for shares of 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 services
for a shareholder and the shareholder's representative may be elected by
completing a supplemental election application available from the broker/dealer
of record.
For accounts registered as IRAs: Telephone services will include only
exchanges or address changes.
For accounts registered as trusts (unless the trustee and sole beneficiary
are the same person), corporations or group retirement plans: Telephone
redemptions are not permitted. Additionally, group retirement plans are not
permitted to change a dividend or gain distribution option.
All Seligman Mutual Funds with the same account number (i.e., registered
exactly the same) as an existing account, including any new Fund in which the
shareholder invests in the future, will automatically include telephone services
if the existing account has telephone services. Telephone services may also be
elected at any time on a supplemental election application.
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<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. (see "Redemption Of
Shares" below). Use of these other redemption or exchange procedures will result
in the request being processed at a later time than if a telephone transaction
had been used, and the Fund's net asset value may fluctuate during such periods.
The Fund and Seligman Data Corp. will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine. These will include:
recording all telephone calls requesting account activity, requiring that the
caller provide certain requested personal and/or account information at the time
of the call for the purpose of establishing the caller's identity, and sending a
written confirmation of redemptions, exchanges or address changes to the address
of record each time activity is initiated by telephone. As long as the Fund and
Seligman Data Corp. follow instructions communicated by telephone that were
reasonably believed to be genuine at the time of their receipt, neither they nor
any of their affiliates will be liable for any loss to the shareholder caused by
an unauthorized transaction. In any instance where the Fund or Seligman Data
Corp. is not reasonably satisfied that instructions received by telephone are
genuine, the requested transaction will not be executed, and neither they nor
any of their affiliates will be liable for any losses which may occur due to a
delay in implementing the transaction. If the Fund or Seligman Data Corp. does
not follow the procedures described above, the Fund or Seligman Data Corp. may
be liable for any losses due to unauthorized 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 SHAREHOLDER. 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
(except a CDSL, if applicable) at any time by SENDING A WRITTEN REQUEST to
Seligman Data Corp., 100 Park Avenue, New York, NY 10017. The redemption request
must be signed by all persons in whose name the shares are registered. A
shareholder may redeem shares that are not in book credit form by surrendering
certificates in proper form to the same address. Certificates should be sent by
registered mail. Share certificates must be endorsed for transfer or accompanied
by an endorsed stock power signed by all share owners exactly as their name(s)
appear(s) on the account registration. The shareholder's letter of instruction
or endorsed stock power should specify the Fund name, account number, 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 companies, credit
unions, securities brokers and dealers, savings and loan associations and
participants in the Securities Transfer Association Medallion Program (STAMP),
the Stock Exchange Medallion Program (SEMP) or the New York Stock Exchange
Medallion Signature Program (MSP). The Fund reserves the right to reject a
signature guarantee where it is believed that the Fund will be placed at risk by
17
<PAGE>
accepting such guarantee. A signature guarantee is also necessary in order to
change the account registration. Notarization by a notary public is not an
acceptable signature guarantee. ADDITIONAL DOCUMENTATION MAY ALSO BE REQUIRED BY
SELIGMAN DATA CORP. IN THE EVENT OF A REDEMPTION BY CORPORATIONS, EXECUTORS,
ADMINISTRATORS, TRUSTEES, CUSTODIANS OR RETIREMENT PLANS. FOR FURTHER
INFORMATION WITH RESPECT TO REDEMPTION REQUIREMENTS, PLEASE CONTACT THE
SHAREHOLDER SERVICES DEPARTMENT OF SELIGMAN DATA CORP. FOR ASSISTANCE. In the
case of Class A shares and in the case of Class 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 request in good
order. If Class B shares are redeemed within six years of purchase, a
shareholder will receive the net asset value per share next determined after
receipt of a request in good order less the applicable CDSL as described 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 order, less a CDSL of
1% as described under "Purchase Of Shares-Class D Shares" above.
A shareholder also 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). 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, before the close of business on the same
day will be executed at the net asset value per share determined as of the close
of the NYSE on that day, 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
redemption 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 under
which a shareholder may bear the risk of loss for a fraudulent transaction, see
"Telephone Transactions" above.
GENERAL. With respect to shares redeemed, a check for the proceeds will be
sent to the shareholder's address of record within seven calendar days after
acceptance of the redemption order and will be made payable to all of the
registered owners on the account. With respect to shares repurchased by the
Fund, a check for the proceeds will be sent to the investment dealer within
seven calender days after acceptance of the repurchase order and will be made
payable to the investment dealer. The Fund will not remit the proceeds from
redemptions of shares purchased by check (unless certified) until Seligman Data
Corp. receives notice that the check has cleared, which may be up to 15 days
from the credit of the shares to the shareholder's account. 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 the Fund has a value of less than a minimum amount specified by
the Corporation'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 the Fund is less than the specified minimum and
that they have sixty days to make an additional investment.
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<PAGE>
REINSTATEMENT PRIVILEGE. If a shareholder redeems Class A Shares and then
decides to reinvest them, or to shift the investment to one of the other
Seligman Mutual Funds, a shareholder may, within 120 calendar days of the date
of the redemption, use all or any part of the proceeds of the redemption to
reinstate, free of sales load, all or any part of the investment in shares of
the Fund or, in shares of any of the other Seligman Mutual Funds. If a
shareholder redeems Class B shares or Class D shares and the redemption was
subject to a CDSL, the shareholder may reinstate the investment in shares of the
same class of the Fund or of any of the other Seligman Mutual Funds within 120
calendar days of the date of redemption and receive a credit for the CDSL paid.
Such investment will be reinstated at the net asset value per share established
as of the close of the NYSE on the day the request is received. Seligman Data
Corp. must be informed that the purchase represents a reinstated investment.
REINSTATED SHARES MUST BE REGISTERED EXACTLY AND BE OF THE SAME CLASS AS THE
SHARES PREVIOUSLY REDEEMED.
Generally, exercise of the Reinstatement Privilege does not alter the Federal
income tax status of any capital gain realized on a sale of Fund shares, but to
the extent that any shares are sold at a loss and the proceeds are reinvested in
shares of the same fund, some or all of the loss will not be allowed as a
deduction, depending upon the percentage of the proceeds reinvested.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
Under the Fund's Administration, Shareholder Services and Distribution Plan
(the "Plan"), the Fund may pay to SFSI an administration, shareholder services
and distribution fee in respect of the Fund's Class A, Class B and Class D
shares. Payments under the Plan may include, but are not limited to: (i)
compensation to securities dealers and other organizations ("Service
Organizations") for providing distribution assistance with respect to assets
invested in the Fund, (ii) compensation to Service Organizations for providing
administration, accounting and other shareholder services with respect to Fund
shareholders, and (iii) otherwise promoting the sale of shares of the Fund,
including paying for the preparation of advertising and sales literature and the
printing and distribution of such promotional materials and prospectuses to
prospective investors and defraying SFSI's costs incurred in connection with its
marketing efforts with respect to shares of the Fund. The Manager, in its sole
discretion, may also make similar payments to SFSI from its own resources, which
may include the management fee that the Manager receives from the Fund.
Under the Plan, the Fund reimburses SFSI for its expenses with respect to
Class A shares at an annual rate of up to .25% of the average daily net asset
value of Class A shares. It is expected that the proceeds from the fee in
respect of Class A shares will be used primarily to compensate Service
Organizations which enter into agreements with SFSI. Such Service Organizations
will receive from SFSI a continuing fee of up to .25% on an annual basis,
payable quarterly, of the average daily net assets of Class A shares
attributable to the particular Service Organization for providing personal
service and/or the maintenance of shareholder accounts. The fee payable from
time to time is, within such limit, determined by the Directors of the
Corporation.
Under the Plan, the Fund reimburses SFSI for its expenses with respect to
Class B and Class D shares at an annual rate of up to 1% of the respective
average daily net asset value of the Class B and Class D shares. Proceeds from
the Class B and Class D distribution fees are used primarily to compensate
Service Organizations for administration, shareholder services and distribution
assistance (including a continuing fee of up to .25% on an annual basis of the
average daily net asset value of Class 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. Expenses of administration, shareholder
19
<PAGE>
services and distribution of Class B and Class D shares in one fiscal year o
the Fund may be paid from Class B and Class D Plan fees, respectively, received
from the Fund in any other fiscal year.
The Plan was approved by the Directors of the Corporation on March 21, 1996
and the initial shareholder of each class on May 10, 1996. The Plan will be
reviewed by the Directors annually.
EXCHANGE PRIVILEGE
A shareholder of the Fund may, without charge, exchange at net asset value
any part or all of an investment in the Fund for shares of any of the other
mutual funds in the Seligman Group. Exchanges may be made by mail, or by
telephone if the shareholder has telephone services.
Class A, 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 basis
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 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
continue to be subject to the Fund's 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 Fund acquired through use of the exchange privilege will
be subject to the Fund's 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.
The mutual funds in the Seligman Group available under the Exchange Privilege
are:
O SELIGMAN CAPITAL FUND, INC. seeks aggressive capital appreciation. Current
income is not an objective.
O SELIGMAN CASH MANAGEMENT FUND, INC. invests in high-quality money market
instruments. Shares are sold at net asset value.
O SELIGMAN COMMON STOCK FUND, INC. seeks favorable current income and
long-term growth of both income and capital value without exposing capital to
undue risk.
O SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC. invests in shares of
companies in the communications, information and related industries to produce
capital gain. Income is not an objective.
O SELIGMAN FRONTIER FUND, INC. seeks to produce growth in capital value;
income may be considered but will only be incidental to the fund's investment
objective.
O SELIGMAN GROWTH FUND, INC. seeks longer-term growth in capital value and an
increase in future income.
O SELIGMAN HENDERSON GLOBAL FUND SERIES,
INC. along with the Fund, the Corporation consists of the Seligman Henderson
Global Growth Opportunities Fund, the Seligman Henderson Global Smaller
Companies Fund, the Seligman Henderson Global Technology Fund and the Seligman
Henderson International Fund, which seek long-term capital appreciation,
primarily by investing in companies either globally or internationally.
O SELIGMAN HIGH INCOME FUND SERIES seeks high current income by investing in
debt securities. The Fund consists of the U.S. Government Securities Series
(which does not currently offer Class B shares) and the High-Yield Bond Series.
O SELIGMAN INCOME FUND, INC. seeks high current income and the possibility of
improvement of future income and capital value.
O SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC. invests in investment grade New
Jersey tax-exempt securities. (Does not currently offer Class B shares.)
O SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES invests in investment grade
Pennsylvania tax-exempt securities. (Does not currently offer Class B shares.)
O SELIGMAN TAX-EXEMPT FUND SERIES, INC. consists of several State Series and
a National Series. The National Tax-Exempt Series seeks to provide maximum
income exempt from Federal income taxes; individual state series, each seeking
to maximize income exempt from Federal income taxes and from personal income
taxes in designated states, are available for Colorado, Georgia, Louisiana,
20
<PAGE>
Maryland, Massachusetts, Michigan, Minnesota, Missouri, New York, Ohio, Oregon
and South Carolina. (Does not currently offer Class B shares.)
O SELIGMAN TAX-EXEMPT SERIES TRUST includes the California Tax-Exempt Quality
Series, the California Tax-Exempt High-Yield Series, the Florida Tax-Exempt
Series and the North Carolina Tax-Exempt Series, each of which invests in
tax-exempt securities of its designated state. (Does not currently offer Class B
shares.)
All permitted exchanges will be based on the net asset values of the
respective funds determined at the close of the NYSE on that day. Telephone
requests for exchanges 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, will be processed as
of the close of business on that day. The registration of an account into which
an exchange is made must be identical to the registration of the account from
which shares are exchanged. When establishing a new account by an exchange of
shares, the shares being exchanged must have a value of at least the minimum
initial investment required by the mutual fund into which the exchange is being
made. The method of receiving distributions, unless otherwise indicated, will be
carried over to the new fund account as will telephone services. Account
services, such as Invest-A-Check(R) Service, Directed Dividends and Automatic
Cash Withdrawal Service will not be carried over to the new fund account unless
specifically requested and permitted by the new fund. Exchange orders may be
placed to effect an exchange of a specific number of shares, an exchange of
shares equal to a specific dollar amount or an exchange of all shares held.
Shares for which certificates have been issued may not be exchanged via
telephone and may be exchanged only upon receipt of an exchange request together
with certificates representing shares to be exchanged in 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 broker/dealer of record listed on the account. SFSI reserves the
right to reject any telephone exchange request. Any rejected telephone exchange
order may be processed by mail. For more information about telephone exchange
privileges, which unless objected to, are assigned to most shareholders
automatically, and the circumstances under which shareholders may bear the risk
of loss for a fraudulent transaction, see "Telephone Transactions" above.
Exchanges of shares are sales, and may result in a gain or loss for Federal
income tax purposes.
FURTHER INFORMATION ABOUT TRANSACTIONS IN THE FUND
Because excessive trading (including short-term, "market timing" trading) can
hurt the Fund's performance, the Fund may refuse any exchange (1) from any
shareholder account from which there have been two exchanges in the preceding
three month period, or (2) where the exchanged shares equal in value the lesser
of $1,000,000 or 1% of the Fund's net assets. The Fund may also refuse any
exchange or purchase order from any shareholder account if the shareholder or
the shareholder's broker/dealer has been advised that previous patterns of
purchases and redemptions or exchanges have been considered excessive. Accounts
under common ownership or control, including those with the same taxpayer ID
number and those administered so as to redeem or purchase shares based upon
certain predetermined market indicators, will be considered one account for this
21
<PAGE>
purpose. Additionally, the Fund reserves the right to refuse any order for the
purchase of shares.
DIVIDENDS AND DISTRIBUTIONS
Dividends payable from the Fund's net investment income are distributed to
shareholders in December. Payments vary in amount depending on income received
from portfolio securities and the cost of operations. The Fund intends to
distribute substantially all of any taxable net long-term and short-term gain
realized on investments to shareholders at least annually. Such distributions
will generally be taxable to shareholders in the year in which they are declared
by the Fund if paid before February 1 of the following year.
Shareholders may elect (1) to receive both dividends and gain distributions
in shares; (2) to receive dividends in cash and gain distributions in shares; or
(3) to receive both dividends and gain distributions in cash. Cash dividends and
gain distributions are paid by check. In the case of prototype retirement plans,
dividends and gain distributions are reinvested in additional shares. Unless
another election is made, dividends and capital gain distributions will be
credited to the shareholder accounts in additional shares. Shares acquired
through a dividend or gain distribution and credited to a shareholder's account
are not subject to an initial sales load or a CDSL. Dividends and gain
distributions paid in shares are invested 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 5:30 p.m.
Eastern time, by either the shareholder or the broker/dealer of record on the
account. For information about telephone services, see "Telephone Transactions."
These elections must be received by Seligman Data Corp. before the record date
for the dividend or distribution in order to be effective for such dividend or
distribution.
The per share dividends from net investment income on Class B and Class D
shares will be lower than the per share dividends on Class A shares as a result
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 one 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 will be paid
in cash regardless of the existing election.
FEDERAL INCOME TAXES
The Fund intends to qualify as a regulated investment company under the Code.
For each year so qualified, the Fund will not be subject to Federal income taxes
on its net investment income and capital gains, if any, realized during any
taxable year, which it distributes to its shareholders, provided that at least
90% of its net investment income and net short-term capital gains are
distributed to shareholders each year.
Dividends from net investment income and distributions from net short-term
capital gains are taxable as ordinary income to the shareholders, whether
received in cash or reinvested in additional shares, and, to the extent
designated as derived from the Fund's dividend income that would be eligible for
the dividends received deduction if the Fund were not a regulated investment
22
<PAGE>
company, they are eligible, subject to certain restrictions, for the 70%
dividends received deduction for corporations.
Distributions of net capital gains, i.e., the excess of net long-term capital
gains over any net short-term losses, are taxable as long-term capital gain,
whether received in cash or invested in additional shares, regardless of how
long shares have been held by the shareholders; such distributions are not
eligible for the dividends received deduction allowed to corporate shareholders.
Any gain or loss realized upon a sale or redemption of shares in the Fund by
a shareholder who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than one
year and otherwise as a short-term capital gain or loss. However, if shares on
which a long-term capital gain distribution has been received are subsequently
sold or redeemed and such shares have been held for six months or less, any loss
realized will be treated as long-term capital loss to the extent that it offsets
the long-term capital gain distribution. In addition, no loss will be allowed on
the sale or other disposition of shares of the Fund if, within a period
beginning 30 days before the date of such sale or disposition and ending 30 days
after such date, the holder acquires (such as through dividend reinvestment)
securities that are substantially identical to the shares of the Fund.
In determining gain or loss on shares of the Fund that are sold or exchanged
within 90 days after acquisition, a shareholder generally will not be permitted
to include in the tax basis attributable to such shares the sales load incurred
in acquiring such shares to the extent of any subsequent reduction of the sales
load by reason of the Exchange or Reinstatement Privilege offered by the Fund.
Any sales load not taken into account in determining the tax basis of shares
sold or exchanged within 90 days after acquisition will be added to the
shareholder's tax basis in the shares acquired pursuant to the Exchange or
Reinstatement Privilege.
The Fund will generally be subject to an excise tax of 4% on the amount of
any income or capital gains, above certain permitted levels, distributed to
shareholders on a basis such that such income or gain is not taxable to
shareholders in the calendar year in which it was earned by the Fund.
Furthermore, dividends declared in October, November or December payable to
shareholders of record on a specified date in such a month and paid in the
following January will be treated as having been paid by the Fund and received
by each shareholder in December. Under this rule, therefore, shareholders may be
taxed in one year on dividends or distributions actually received in January of
the following year.
Portions of the Fund's investment income may be subject to foreign income
taxes withheld at source. The Fund intends to operate so as to meet the
requirements of the Code to enable it, subject to certain limitations imposed by
the Code, to "pass through" to its shareholders credit for foreign taxes paid,
but there can be no assurance that the Fund will be able to do so. See "Taxes"
in the Statement of Additional Information.
If the Fund purchases shares in certain foreign investment entities, referred
to as "passive foreign investment companies," the Fund itself may be subject to
U.S. Federal income tax, and an additional charge in the nature of interest, on
a portion of any "excess distribution" from such company or gain from the
disposition of such shares, even if the distribution or gain is paid by the Fund
as a dividend to its shareholders. If the Fund were able and elected to treat a
passive foreign investment company as a "qualified electing fund," in lieu of
the treatment described above, the Fund would be required each year to include
in income, and distribute to shareholders in accordance with the distribution
requirements set forth above, the Fund's pro rata share of the ordinary earnings
and net capital gains of the company, whether or not distributed to the Fund.
Shareholders are urged to consult their tax advisors concerning the effect of
Federal income taxes in their individual circumstances.
UNLESS A SHAREHOLDER INCLUDES A CERTIFIED TAXPAYER IDENTIFICATION NUMBER
(SOCIAL SECURITY NUMBER FOR INDIVIDUALS) ON THE ACCOUNT APPLICATION AND
CERTIFIES THAT THE SHAREHOLDER IS NOT SUBJECT TO BACKUP WITHHOLDING, THE FUND IS
REQUIRED TO WITHHOLD AND REMIT TO THE U.S. TREASURY A PORTION OF DISTRIBUTIONS
AND OTHER REPORTABLE PAYMENTS TO THE SHAREHOLDER. THE RATE OF BACKUP WITHHOLDING
IS 31%. SHAREHOLDERS SHOULD BE AWARE THAT, UNDER REGULATIONS PROMULGATED BY THE
INTERNAL REVENUE SERVICE, THE FUND MAY BE FINED $50 ANNUALLY FOR EACH ACCOUNT
FOR WHICH A CERTIFIED TAXPAYER IDENTIFICATION NUMBER IS NOT PROVIDED. IN THE
EVENT THAT SUCH A FINE IS IMPOSED, THE FUND MAY CHARGE A SERVICE FEE OF UP TO
$50 THAT MAY BE DEDUCTED FROM THE SHAREHOLDER'S ACCOUNT AND OFFSET AGAINST ANY
UNDISTRIBUTED DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. THE FUND ALSO RESERVES
23
<PAGE>
THE RIGHT TO CLOSE ANY ACCOUNT WHICH DOES NOT HAVE A CERTIFIED TAXPAYER
IDENTIFICATION NUMBER.
SHAREHOLDER INFORMATION
Shareholders will be sent reports semi-annually regarding the Fund. General
information about the Fund may be requested by writing the Corporate
Communications/Investor Relations Department, J. & W. Seligman & Co.
Incorporated, 100 Park Avenue, New York, NY 10017 or by 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 accounts may be requested by writing Shareholder Services, Seligman
Data Corp. at the same address or by toll-free telephone 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 BALANCE,
MOST RECENT TRANSACTION AND OTHER INFORMATION. IN ADDITION, ACCOUNT STATEMENTS,
FORM 1099-DIVS AND CHECKBOOKS CAN BE ORDERED. TO INSURE PROMPT DELIVERY OF
CHECKS, ACCOUNT STATEMENTS AND OTHER INFORMATION, SELIGMAN DATA CORP. SHOULD BE
NOTIFIED IMMEDIATELY IN WRITING OF ANY ADDRESS CHANGE. ADDRESS CHANGES MAY BE
TELEPHONED TO SELIGMAN DATA CORP. IF THE SHAREHOLDER HAS TELEPHONE SERVICES. FOR
MORE INFORMATION ABOUT TELEPHONE SERVICES, SEE "TELEPHONE TRANSACTIONS" ABOVE.
ACCOUNT SERVICES. Shareholders are sent confirmation of financial
transactions in their account. Other investor services are available. These
include:
O INVEST-A-CHECK(R) SERVICE enables a shareholder to authorize additional
purchases of shares automatically by electronic Funds transfer from the
shareholder's savings or checking 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 established concurrently with the Invest-A-Check(R) Service only
if accompanied by a $100 minimum in conjunction with the monthly investment
option, or a $250 minimum in conjunction with the quarterly investment option.
(See "Terms and Conditions" on page 27).
O AUTOMATIC DOLLAR-COST-AVERAGING SERVICE permits a shareholder of Seligman
Cash Management Fund to exchange a specified amount, 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, from shares of any class of
the Cash Management Fund into shares of the same class of any other Seligman
Mutual Fund registered in the same name. The shareholder's Cash Management Fund
account must have a value of at least $5,000 at the initiation of the service.
Exchanges will be made at the public offering price.
O DIVIDENDS FROM OTHER INVESTMENTS permits a shareholder to order dividends
payable on shares of other companies to be paid to and invested in additional
shares of the Fund. (Dividend checks must meet or exceed the required minimum
purchase amount and include the shareholder's name, account number, the name of
the Fund and the class of shares in which the investment is to be made.)
o AUTOMATIC CD TRANSFER SERVICE permits a shareholder to instruct a bank to
invest the proceeds of a maturing bank certificate of deposit ("CD") in shares
of any designated Seligman Mutual Fund. Shareholders who wish to use this
service should contact Seligman Data Corp. or a broker to obtain the necessary
documentation. Banks may charge a penalty on CD assets withdrawn prior to
maturity. Accordingly, it will not normally be advisable to liquidate a CD
before its maturity.
O AUTOMATIC CASH WITHDRAWAL SERVICE permits payments at regular intervals to
be made to a shareholder who owns or purchases Class A shares worth $5,000 or
more held as book credits. Holders of Class B shares may elect to use this
24
<PAGE>
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
27).
O DIRECTED DIVIDENDS allows a shareholder to pay dividends to another person
or to direct the payment of such dividends to another Seligman Mutual Fund for
purchase at the public offering price. Dividends on Class A, Class B and Class D
shares may only be directed to shares of the same class of another Seligman
Mutual Fund.
O OVERNIGHT DELIVERY to service shareholder requests is available for a
$15.00 fee which may be deducted from a shareholder's account, if requested.
O COPIES OF ACCOUNT STATEMENTS will be sent to each shareholder free of
charge for the current year and most recent prior year. Copies of year-end
statements for prior years are available for a fee of $10.00 per year, per
account, with a maximum charge of $150 per account. Statement requests should be
forwarded, along with a check, to Seligman Data Corp.
O TAX-DEFERRED RETIREMENT PLANS. Shares of the Fund may be purchased for all
types of tax-deferred retirement plans. SFSI makes available plans, plan forms
and custody agreements for:
--Individual Retirement Accounts (IRAs);
--Simplified Employee Pension Plans (SEPs);
--Section 401(k) Plans for corporations and their employees;
--Section 403(b)(7) Plans for employees of public school systems and certain
non-profit organizations who wish to make deferred compensation arrangements;
and
--Pension and Profit Sharing Plans for sole proprietorships, corporations and
partnerships.
These types of plans may be established only upon receipt of a written
application form. 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, New York 10017 or telephone toll-free (800) 445-1777
from all continental United States. You also may receive information through an
authorized dealer.
ADVERTISING THE FUND'S PERFORMANCE
From time to time the Fund shall advertise its "total return" and "average
annual total return", each of which are calculated separately for Class A, 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 the Fund would have
earned over a specified period of time (for example, one, five and ten year
periods or since inception) assuming the payment of the maximum sales load, if
any (or CDSL upon redemption, if applicable), when the investment was made and
that all distributions and dividends paid by the Fund were reinvested on the
reinvestment dates during the period. The "average annual total return" is the
annual rate required for the initial payment to grow to the amount which would
be received at the end of the specified period (one, five and ten year periods
or since inception), i.e., the average annual compound rate of return. The total
return and average annual total return may also be presented without the effect
of an initial sales load or CDSL, as applicable. The waiver by the Manager and
Subadviser of their fees and reimbursement of certain expenses during certain
periods would positively affect the performance results quoted.
From time to time, reference may be made in advertising or promotional
material to performance information, including mutual fund rankings, prepared by
Lipper Analytical Service, Inc. ("Lipper"), an independent reporting service
which monitors the performance of mutual funds. In calculating the total return
of the Fund's Class A, Class B and Class D shares, the Lipper analysis assumes
investment of all dividends and distributions paid but does not take into
account applicable sales loads. The Fund may also refer in advertisements or in
other promotional material to articles, comments, listings and columns in the
financial press pertaining to the Fund's performance. Examples of such financial
25
<PAGE>
press publications include Barron's, Business Week, CDA/Weisenberger Mutual Fund
Investment Report, Christian Science Monitor, Financial Planning, Financial
Times, Financial World, Forbes, Fortune, Individual Investor, Investment
Advisor, Investors Business Daily, Kiplinger's, Los Angeles Times, MONEY
Magazine, Morningstar, Inc., Pensions and Investments, Smart Money, The New York
Times, U.S.A. Today, U.S. News and World Report, The Wall Street Journal,
Washington Post, Worth Magazine and Your Money.
ORGANIZATION AND CAPITALIZATION
The Fund is a series of Seligman Henderson Global Fund Series, Inc., an
open-end investment company incorporated under the laws of the state of Maryland
on November 22, 1991. The Directors of the Corporation are authorized to issue,
create and classify shares of capital stock in separate series without further
action by shareholders. To date, shares of five series have been authorized,
which shares constitute interests in the Fund, the Seligman Henderson Global
Growth Opportunities Fund, the Seligman Henderson Global Smaller Companies Fund,
the Seligman Henderson Global Technology Fund and the Seligman Henderson
International Fund. Shares of capital stock of each series have a par value
$.001 divided into three classes. Each share of the Fund's 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 Incorporation, the
Board of Directors may authorize the creation of additional classes 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 liquidation, conversion or
preemptive rights. The Corporation acts as its own transfer agent.
26
<PAGE>
TERMS AND CONDITIONS
GENERAL ACCOUNT INFORMATION
Investments will be made in as many shares, including fractions to the
third decimal place, as can be purchased at the net asset value plus a sales
load, if applicable, at the close of business on the day payment is received. If
a check in payment of a purchase of Fund shares is dishonored for any reason,
Seligman Data Corp. will cancel the purchase and may redeem additional shares,
if any, held in a shareholder's account in an amount sufficient to reimburse the
Fund for any loss it may have incurred and charge a $10.00 return check fee.
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 Seligman Data Corp. on or before
the record date for the dividend or distribution in order to be effective for
that dividend or distribution. Stock certificates will not be issued, unless
requested. Replacement stock certificates will be subject to a surety fee.
INVEST-A-CHECK(R) SERVICE
The Invest-A-Check(R) Service is available to all shareholders. The
application is subject to acceptance by the shareholder's bank and Seligman Data
Corp. The electronic funds transfer ("ACH debit") or preauthorized check in the
amount specified will be drawn automatically on the shareholder's bank 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
investment is scheduled and invested at the public offering price 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 as uncollectable, Seligman Data Corp. will cancel
the purchase, redeem shares held in the shareholder's account for an amount
sufficient to reimburse the Fund for any loss it may have incurred as a result,
and charge a $10.00 return check fee. This fee may be 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 shareholder or Seligman
Data Corp. at any time by written notice. The shareholder agrees to hold the
Fund and its agents free from all liability which may result from acts done in
good faith and pursuant to these terms. Instructions for establishing
Invest-A-Check(R) Service are given on the Account Application. In the event a
shareholder exchanges all of the shares from one Seligman 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 connection with
monthly investment option or $250 in connection with the quarterly investment
option. If a shareholder uses the Invest-A-Check(R) Service to make an IRA
investment, the purchase will be credited as a current year contribution. If a
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 payment.
Redemptions will be made at the asset value at the close of business on the
specific day designated by the shareholder of each month (or on the prior
business day if the day specified falls on a weekend or holiday), less, in the
case of Class B shares, any applicable CDSL. A 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. Service may be terminated by the shareholder or Seligman Data Corp.
at any time by written notice. It will be terminated upon proper notification of
the death or legal incapacity of the shareholder. This Service is considered
terminated in the event a withdrawal of shares, other than to make scheduled
withdrawal payments, reduces the value of shares remaining on deposit to less
than $5,000. Continued payments in excess of dividend income invested will
reduce and ultimately exhaust capital. Withdrawals, concurrent with purchases of
shares of this or any other investment company, will be disadvantageous because
of the payment of duplicative sales loads, if applicable. For this reason,
additional purchases of Fund shares are discouraged when the Withdrawal Service
is in effect.
LETTER OF INTENT -- CLASS A SHARES ONLY
Seligman Financial Services, Inc. will hold in escrow shares equal to 5% of
the minimum purchase amount specified. Dividends and distributions on the
escrowed shares will be paid directly to the shareholder or credited to the
shareholder's account. Upon completion of the specified minimum purchase within
the thirteen-month period, all shares held in escrow will be deposited to the
shareholder's account or delivered to the shareholder. A shareholder may include
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 owned 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 shareholder
will be requested to pay the difference between the amount of the sales load
paid and the amount of the sales load applicable to the total purchase made. If,
within 20 days following the mailing of a written request, a 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 account.
The intended purchase amount may be increased at any time during the
thirteen-month period by filing a revised Agreement for the same period,
provided that the Dealer furnishes evidence that an amount representing the
reduction in sales load under the new Agreement, which becomes applicable on
purchases already made under the original Agreement, will be refunded 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 Cash Management Fund which
have been purchased directly may not be used for purposes of determining reduced
sales loads on additional purchases of the other Seligman Mutual Funds.
5/96
27
<PAGE>
Seligman HENDERSON
EMERGING MARKETS
GROWTH FUND
--------------------------------------------------------------------------------
100 Park Avenue
New York, New York 10017
INVESTMENT MANAGER
J. & W. Seligman & Co.
Incorporated
100 Park Avenue
New York, New York 10017
SUBADVISER
Seligman Henderson Co.
100 Park Avenue
New York, New York 10017
GENERAL DISTRIBUTOR
Seligman Financial Services, Inc.
100 Park Avenue
New York, New York 10017
SHAREHOLDER SERVICE AGENT
Seligman Data Corp.
100 Park Avenue
New York, New York 10017
CUSTODIAN
Morgan Stanley Trust Company (NY)
1 Pierrepont Plaza
Brooklyn, New York 11201
GENERAL COUNSEL
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
EQSHE1S 5/96
--------------------------------------------------------------------------------
Prospectus
SELIGMAN
HENDERSON EMERGING
MARKETS
GROWTH FUND
May 20, 1996
[LOGO]
--------------------------------------------------------------------------------
An International Capital Appreciation Fund
<PAGE>
SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND
A Series Of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
STATEMENT OF ADDITIONAL INFORMATION
May 20, 1996
100 Park Avenue
New York, New York 10017
New York City Telephone (212) 850-1864
Toll Free Telephone: (800) 221-2450 - all continental United States
For Retirement Plan Information - Toll-Free Telephone: (800) 445-1777
This Statement of Additional Information expands upon and supplements
the information contained in the current Prospectus of Seligman Henderson
Emerging Markets Growth Fund (the "Fund"), a series of Seligman Henderson Global
Fund Series, Inc. (the "Corporation"), dated May 20, 1996. It should be read in
conjunction with the Prospectus, which may be obtained by writing or calling the
Fund at the above address or telephone numbers. This Statement of Additional
Information, although not in itself a Prospectus, is incorporated by reference
into the Prospectus in its entirety.
The Fund offers 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 but less than 2 years), 3% (2 but less than
4 years), 2% (4 but less than 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 Class A, Class B and Class D share represents an identical legal
interest in the investment portfolio of the Fund and has 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
Page
Investment Objective, Policies and Risks.... 2
Investment Limitations...................... 4
Directors And Officers...................... 6
Management And Expenses..................... 11
Administration, Shareholder Services
And Distribution Plan..................... 12
Portfolio Transactions...................... 13
Purchase And Redemption Of Fund Shares...... 13
Distribution Services....................... 15
Valuation................................... 15
Taxes....................................... 16
Performance Information..................... 18
General Information......................... 18
Financial Statements........................ 19
Appendix A.................................. 21
Appendix B.................................. 24
Appendix C.................................. 26
EQSHM1A
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RISKS
The Fund seeks long-term capital appreciation by investing at least 65%
of net assets in equity securities of companies in markets of emerging
countries. The following information regarding the Fund's investment policies
supplements the information contained in the Prospectus.
PURCHASING PUT OPTIONS ON SECURITIES. The Fund may purchase put options to
protect its portfolio holdings in an underlying security against a decline in
market value. This hedge protection is provided during the life of the put
option since the Fund as holder of the put option, can sell the underlying
security at the put exercise price regardless of any decline in the underlying
security's market price. In order for a put option to be profitable, the market
price of the underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs. By using put options in this
manner, The Fund will reduce any profit it might otherwise have realized in the
underlying security by the premium paid for the put option and by transaction
costs.
Because a purchased put option gives the purchaser a right and not an
obligation, the purchaser is not required to exercise the option. If the
underlying position incurs a gain, the Fund would let the put option expire
resulting in a reduced profit on the underlying security equal to the cost of
the put option. The cost of the put option is limited to the premium plus
commission paid. The Fund's maximum financial exposure will be limited to these
costs.
The Fund may purchase options listed on public exchanges as well as
over-the-counter. Options listed on an exchange are generally considered very
liquid. OTC options are considered less liquid, and therefore, will only be
considered where there is not a comparable listed option. Because options will
be used solely for hedging, and due to their relatively low cost and short
duration, liquidity is not a significant concern.
The Fund's ability to engage in option transactions may be limited by
tax considerations.
FOREIGN CURRENCY TRANSACTIONS. A forward foreign currency exchange contract is
an agreement to purchase or sell a specific currency at a future date and at a
price set at the time the contract is entered into. The Fund will generally
enter into forward foreign currency exchange contracts to fix the 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.
The Fund may enter into a forward contract to sell or buy the amount of
a foreign currency it believes may experience a substantial movement against the
U.S. dollar. Under normal circumstances, the portfolio manager will limit
forward currency contracts to not greater than 75% of the Fund's portfolio
position in any one country as of the date the contract is entered into. This
limitation will be measured at the point the hedging transaction is entered into
by the Fund. Under extraordinary circumstances, the Subadviser may enter into
forward currency contracts in excess of 75% of the Fund's portfolio position in
any one country as of the date the contract is entered into. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of such
securities in foreign currencies will change as a consequence of market movement
in the value of those securities between the date the forward contract is
entered into and the date it matures. The projection of short-term currency
market movement is extremely difficult, and the successful execution of a
short-term hedging strategy is highly uncertain. Under certain circumstances,
the Fund may commit up to the entire value of its assets which are denominated
in foreign currencies to the consummation of these contracts. The Subadviser
will consider the effect a substantial commitment of its assets to forward
contracts would have on the investment program of the Fund and its ability to
purchase additional securities.
Except as set forth above and immediately below, the Fund will also not
enter into such forward contracts or maintain a net exposure to such contracts
where the consummation of the contracts would oblige the Fund to deliver an
amount of foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency. The Fund in order to
avoid excess transactions and transaction costs, may nonetheless maintain a net
exposure to forward contracts in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency provided the excess
amount is "covered" by cash or liquid, high-grade debt securities, denominated
in any currency at least equal at all times to the amount of such excess. Under
normal circumstances, consideration of the prospect for currency parities will
be incorporated into the longer-term investment decisions made with regard to
overall diversification strategies. However, the Subadviser believes that it is
2
<PAGE>
important to have the flexibility to enter into such forward contracts when it
determines that the best interests of the Fund will be served.
At the maturity of a forward contract, the Fund may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract obligating it to purchase, on
the same maturity date, the same amount of the foreign currency.
As indicated above, it is impossible to forecast with absolute
precision the market value of portfolio securities at the expiration of the
forward contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of foreign
currency the Fund is obligated to deliver and if a decision is made to sell the
security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of the portfolio security if its market value exceeds the amount of
foreign currency the Fund is obligated to deliver. However, the Fund may use
liquid, high-grade debt securities, denominated in any currency, to cover the
amount by which the value of a forward contract exceeds the value of the
securities to which it relates.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, the Fund
will suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.
The Fund's dealing in forward foreign currency exchange contracts will
generally be limited to the transactions described above. Of course, the Fund is
not required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate by
the Subadviser. It also should be realized that this method of hedging against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date. Additionally, although such contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency, at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.
Shareholders should be aware of the costs of currency conversion.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference (the "spread") between the prices at
which they are buying and selling various currencies. Thus, a dealer may offer
to sell a foreign currency to the Fund at one rate, while offering a lesser rate
of exchange should the Fund desire to resell that currency to the dealer.
Investment income received by the Fund from sources within foreign countries
may be subject to foreign income taxes withheld at the source. The United States
has entered into tax treaties with many foreign countries which entitle the Fund
to a reduced rate of such taxes or exemption from taxes on such income. It is
impossible to determine the effective rate of foreign tax in advance since the
amounts of the Fund's assets to be invested within various countries is not
known.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
commercial banks and with broker/dealers to invest cash for the short-term. A
repurchase agreement is an agreement under which the Fund acquires a money
market instrument, generally a U.S. Government obligation, subject to resale at
an agreed upon price and date. Such resale price reflects an agreed upon
interest rate effective for the period of time the instrument is held by the
Fund and is unrelated to the interest rate on the instrument. Repurchase
agreements could involve certain risks in the event of bankruptcy or other
default by the seller, including possible delays and expenses in liquidating the
securities underlying the agreement, decline in value and the underlying
securities and loss of interest. Repurchase agreements usually are for short
periods, such as one week or less, but may be for longer periods. However, as a
matter of fundamental policy, the Fund will not enter into repurchase agreements
of more than one week's duration if more than 10% of its net assets would be so
3
<PAGE>
invested. The Fund to date has not entered into any repurchase agreements and
has no present intention of doing so in the future.
OTHER INVESTMENT POLICIES
BORROWING. The Fund may from time to time borrow money for temporary,
extraordinary or emergency purposes in an amount up to 10% of its total assets
from banks at prevailing interest rates and invest the funds in additional
securities. The Fund's borrowings are limited so that immediately after such
borrowing the value of the Fund's assets (including borrowings) less its
liabilities (not including borrowings) is at least three times the amount of the
borrowings. Should the Fund, for any reason, have borrowings that do not meet
the above test then within three business days, the Fund must reduce such
borrowings so as to meet the foregoing test. Under these circumstances, the Fund
may have to liquidate portfolio securities at a time when it is disadvantageous
to do so. Gains made with additional funds borrowed will generally cause the net
asset value of the Fund's shares to rise faster than could be the case without
borrowings. Conversely, if investment results fail to cover the cost of
borrowings, the net asset value of the Fund could decrease faster than if there
had been no borrowings.
LENDING OF PORTFOLIO SECURITIES. The Fund may lend portfolio securities to
certain institutional borrowers of securities and may invest the cash collateral
and obtain additional income or receive an agreed upon amount of interest from
the borrower. Loans made by the Fund will generally be short-term. Loans are
subject to termination at the option of the Fund or the borrower. The Fund may
pay reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker. The Fund does not have the right
to vote securities on loan, but would terminate the loan and regain the right to
vote if that were considered important with respect to the investment.
Except as described below under "Investment Limitations," the Fund's
investment policies are not fundamental and the Board of Directors of the
Corporation may change such policies without the vote of a majority of the
Fund's outstanding voting securities (as defined on page 5).
PORTFOLIO TURNOVER. The Fund may generally change its portfolio investments at
any time in accordance with the Subadviser's appraisal of factors affecting any
particular issuer or the market or economy in general. The Fund anticipates that
its annual rate of portfolio turnover will not exceed 100%.
INVESTMENT LIMITATIONS
Under the Fund's fundamental policies, which cannot be changed except
by vote of a majority of the Fund's outstanding voting securities, the Fund may
not:
1. As to 75% of the value of its total assets, invest more than 5% of its
total assets, at market value, in the securities of any one issuer (except
securities issued or guaranteed by the 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.
4
<PAGE>
6. Invest in warrants if, at the time of acquisition, the investment in
warrants, valued at the lower of cost or market value, would exceed 5% of
the Fund's net assets. For purposes of this restriction, warrants acquired
by the Fund in units or attached to securities may be deemed to have been
purchased without cost.
7. Make loans of money or securities other than (a) through the purchase of
securities in accordance with the Fund's investment objective, (b) through
repurchase agreements and (c) by lending portfolio securities in an amount
not to exceed 33 1/3% of the Fund's total assets.
8. Issue senior securities or borrow money except from banks and then in
amounts not in excess of 10% of its total assets, as described in the
Prospectus and on page 4 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 the Fund
may be deemed an underwriter when purchasing or selling portfolio
securities.
12. Purchase or retain securities of any issuer (other than the shares of the
Fund) if to the Fund's knowledge, those officers and directors of the Fund
and the officers and directors of the Manager or Subadviser, who
individually own beneficially more than 1/2 of 1% of the outstanding
securities of such issuer, together own beneficially more than 5% of such
outstanding securities.
13. Purchase or sell real estate (although it may purchase securities secured
by real estate interests or interests therein, or issued by companies or
investment trusts that invest in real estate or interests therein).
14. Make short sales except short sales against-the-box.
Although not a fundamental policy subject to shareholder vote, as long
as the Fund's shares are registered in certain states, it shall not (i) invest
in interests in oil, gas or other mineral exploration or development programs or
in mineral leases, (ii) invest more than 2% of its assets in warrants not listed
on the New York or American Stock Exchange, (iii) invest in real estate limited
partnerships or (iv) invest in commodities except for commodity futures
contracts and options as permitted pursuant to Regulation 4.5 under the
Commodities Exchange Act.
Under the 1940 Act, a "vote of a majority of the outstanding voting
securities" of the Fund means the affirmative vote of the lesser of (l) more
than 50% of the outstanding shares of the Fund or (2) 67% or more of the shares
present at a shareholders' meeting if more than 50% of the outstanding shares
are represented at the meeting in person or by proxy.
5
<PAGE>
DIRECTORS AND OFFICERS
Directors and officers of the Corporation, together with information as
to their principal business occupations during the past five years are shown
below. Each Director who is an "interested person" of the Fund, as defined in
the 1940 Act, is indicated by an asterisk. Unless otherwise indicated, their
addresses are 100 Park Avenue, New York, NY 10017.
WILLIAM C. MORRIS* Director, Chairman of the Board, Chief Executive
(57) Officer and Chairma of the 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, J. & W. Seligman
Trust Company, trust company and Seligman
Securities, Inc., broker/dealer.
BRIAN T. ZINO* Director, President and Member of the Executive
(43) Committee
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; Senior Vice
President, Seligman Henderson Co., advisers;
formerly, Director and Secretary, Chuo Trust - JWS
Advisors, Inc., advisors; and Director, J. & W.
Seligman Trust Company, trust company and Seligman
Securities, Inc., broker/dealer.
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.
6
<PAGE>
FRED E. BROWN* Director
(82)
Director and Consultant, J. & W. Seligman & Co.
Incorporated, investment managers and advisers;
Director or Trustee, the Seligman Group of
Investment Companies; Seligman Financial Services,
Inc., broker/dealer; Seligman Services, Inc.,
broker/dealer; Trudeau Institute, Inc., non-profit
biomedical research organization; Lake Placid Center
for the Arts, cultural organization; and Lake Placid
Education Foundation, education foundation;
formerly, Director, J. & W. Seligman Trust Company,
trust company; and Seligman Securities, Inc.,
broker/dealer.
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, USLIFE, insurance;
National Committee on U.S.-China Relations, National
Defense University; the Institute for Defense
Analysis; and Raytheon Co., electronics; formerly,
Ambassador, U.S. State Department; Distinguished
Policy Analyst at Ohio State University and Olin
Distinguished Professor of National Security Studies
at the United 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
7
<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);
formerly, Director, the National Association of
Independent Schools (Washington, D.C.). 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 and President, Bekaert
Corporation; and Director, Tesoro Petroleum
Companies, Inc. 675 Third Avenue, Suite 3004, New
York, NY 10017
ROBERT L. SHAFER Director
(63)
Vice President, Pfizer Inc. Director or Trustee, the
Seligman Group of Investment Companies; and USLIFE
Corporation, life insurance. 230 Park Avenue, New
York, NY 10169 - 0079
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
8
<PAGE>
PETER BASSETT Vice President and Portfolio
(40)
Portfolio Manager, Seligman Henderson Co., advisers;
and Henderson Administration Group, plc, investment
management; formerly, Portfolio Manager, Touche
Remnant & Co., investment management.
IAIN C. CLARK Vice President
(45)
Managing Director and Chief Investment Officer,
Seligman Henderson Co., advisers; Director and
Senior Portfolio Manager, Henderson Administration
Group, plc, investment management.
NITIN MEHTA Vice President
(35)
Portfolio Manager, Seligman Henderson Co., advisers;
and Henderson Administration Group, plc, investment
management; formerly, Head of Currency Management
and Derivatives, Quorum Capital Management;
Investment Officer, International Finance Corp,
investment management; and Director of Equities,
Shearson Lehman Global Asset Management.
ARSEN MRAKOVCIC Vice President
(30)
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.
BRIAN ASHFORD-RUSSELL Vice President
(37)
Portfolio Manager, Seligman Henderson Co., advisers;
and Henderson Administration Group plc, investment
management; formerly, Portfolio Manager, Touche
Remnant & Co., investment management.
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.
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 (formerly, Treasurer), the Seligman Group
of Investment Companies; Senior Vice President,
Finance (formerly, Treasurer), Seligman Data Corp.,
shareholder service agent; Treasurer, Seligman
Holdings, Inc., holding company; and Seligman
Henderson Co., advisers; formerly, Senior Vice
President, Seligman Securities, Inc., broker/dealer;
and Vice President, Finance, J. & W. Seligman Trust
Company, trust company.
9
<PAGE>
FRANK J. NASTA Secretary
(31)
Senior Vice President, Law and Regulation and
Corporate Secretary, J. & W. Seligman & Co.
Incorporated, investment managers and advisers;and
Seligman Advisors, Inc., advisers; Corporate
Secretary, the Seligman Group of Investment
Companies, 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,
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 acts on behalf of the Board
between meetings to determine the value of securities and assets owned by the
Fund for which no market valuation is available and to elect or appoint officers
of the Corporation to serve until the next meeting of the Board.
<TABLE>
C
Compensation Table
Pension or Total Compensation
Aggregate Retirement Benefits from Registrant and
Compensation Accrued as part of Fund Complex Paid
Position with Registrant from Registrant (1) Fund Expenses to Directors (2)
------------------------ ------------------- ------------- ----------------
<S> <C> <C> <C>
William C. Morris, Director 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 remuneration received by Directors for three series of the
Corporation 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.
(d) Deferred. The total amounts of deferred compensation (including interest)
payable to Messrs. Merow, Pitney and Whitson as of December 31, 1995 were
$61,903, $59,807 and $8,200, respectively. Mr. Pitney no longer defers
current compensation.
* Retired May 18, 1995.
10
<PAGE>
The Corporation has a compensation arrangement under which outside
directors may elect to defer receiving their fees. Under this arrangement,
interest will be accrued on the deferred balances. The annual cost of such
interest will be included in the directors' fees and expenses, and the
accumulated balance thereof will be included in other liabilities in the Fund's
financial statements.
Directors and officers of the Corporation are also directors and
officers of some or all of the other investment companies in the Seligman Group.
As of May 1, 1996, no Directors or officers of the Corporation owned
shares of the Fund's Class A, Class B or Class D capital stock.
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 the Fund. The Manager
provides the Fund with such office space, administrative and other services and
executive and other personnel as are necessary for Fund operations. The Manager
pays all of the compensation of the Directors of the Corporation who are
employees or consultants of the Manager and of the officers and employees of the
Corporation. The Manager also provides senior management for Seligman Data
Corp., the Fund's shareholder service agent.
The Fund pays the Manager a management fee for its services, calculated
daily and payable monthly, equal to 1.25% per annum of the daily net assets of
the Fund of which 1.15% is paid to Seligman Henderson Co. (the "Subadviser").
The Fund pays all its expenses other than those assumed by the Manager
and the Subadviser, including brokerage commissions; administration, shareholder
services and distribution fees; fees and expenses of independent attorneys and
auditors; taxes and governmental fees, including fees and expenses for
qualifying the Fund and its shares under Federal and State securities laws; cost
of stock certificates and expenses of repurchase or redemption of shares;
expenses of printing and distributing reports, notices and proxy materials to
shareholders; expenses of printing and filing reports and other documents with
governmental agencies; expenses of shareholders' meetings; expenses of corporate
data processing and related services; shareholder record keeping and shareholder
account services fees and disbursements of transfer agents and 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 Manager has undertaken to one state securities
administrators, so long as required, to reimburse the Fund for each year in the
amount by which 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.
Such reimbursements, if any will be made monthly.
The Management Agreement provides that the Manager will not be liable
to the Fund for any error of judgment or mistake of law, or for any loss arising
out of any investment, or for any act or omission in performing its duties under
the Agreement, except for willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties under the Agreement.
The Management Agreement was initially approved by the Board of
Directors at a meeting held on March 19, 1992 and by the shareholders of the
Corporation at their first meeting held on May 20, 1993. The Management
Agreement will continue in effect until December 31 of each year if (1) such
continuance is approved in the manner required by the 1940 Act (i.e., by a vote
of a majority of the Board of Directors or of the outstanding voting securities
of the Fund and by a vote of a majority of the Directors who are not parties to
the Management Agreement or interested persons of any such party) and (2) if the
Manager has not notified the Fund at least 60 days prior to December 31 of any
year that it does not desire such continuance. The Management Agreement may be
terminated by the Fund, without penalty, on 60 days' written notice to the
Manager and will terminate automatically in the event of its assignment. The
Fund has agreed to change its name upon termination of the Management Agreement
if continued use of the name would cause confusion in the context of the
Manager's business.
11
<PAGE>
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. On December 29, 1988, a
majority of the outstanding voting securities of the Manager was purchased by
Mr. William C. Morris and a simultaneous recapitalization of the Manager
occurred. See Appendix B for further history of the Manager.
Under the Subadvisory Agreement, dated March 21, 1996, the Subadviser
supervises and directs the investment of the assets of the Fund, including
making purchases and sales of portfolio securities consistent with the Fund's
investment objectives and policies. For these services, the Subadviser is paid a
fee as described above. The Subadvisory Agreement was approved by the Board of
Directors at a meeting held on March 21, 1996, and by the initial shareholder of
each Class of the Fund on May 10, 1996. The Subadvisory 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 (by a vote of a majority of the Board of
Directors or of the outstanding voting securities of the Fund and by a vote of a
majority of the Directors who are not parties to the Subadvisory Agreement or
interested persons of any such party) and (2) if the Subadviser shall not have
notified the Manager in writing at least 60 days prior to December 31 of any
year that it does not desire such continuance. The Subadvisory Agreement may be
terminated at any time by the Fund, on 60 days' written notice to the
Subadviser. The Subadvisory Agreement will terminate automatically in the event
of its assignment or upon the termination of the Management Agreement.
The Subadviser is a New York general partnership formed by the Manager
and Henderson International, Inc., a controlled affiliate of Henderson
Administration Group plc. Henderson Administration Group plc, headquartered in
London, is one of the largest independent money managers in Europe. The firm
currently manages approximately $21 billion in assets and is recognized as a
specialist in global equity investing.
Officers, directors and employees of the Manager are permitted to
engage in personal securities transactions, subject to the Managers' 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 for
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 require 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 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 PLAN
The Fund has adopted an Administration, Shareholder Services and
Distribution Plan for each Class (the "Plan") in accordance with Section 12(b)
of the 1940 Act and Rule 12b-1 thereunder.
The Plan was approved by the Board of Directors on March 21, 1996,
including a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any agreement related to
the Plan (the "Qualified Directors"). The Plan was approved by the initial
shareholder of each Class of the Fund on May 10, 1996. The Plan will continue i
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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 Corporation, cast in person at a meeting called for the purpose of voting on
such approval. The Plan may not be amended to increase materially the amounts
payable to Service Organizations with respect to a Class without the approval of
a majority of the outstanding voting securities of the Class. If the amount
payable with respect to Class A shares under the Plan 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 Plan as existing Class A
shares, in which case the Class B shares will thereafter convert into the new
class instead of into Class A shares. No material amendment to the Plan may be
made except by a majority of both the Directors and Qualified Directors.
The Plan requires that the Treasurer of the Corporation shall provide
to the Directors and the Directors shall review, at least quarterly, a written
report of the amounts expended (and purposes therefor) under the Plan. Rule
12b-1 also requires that the selection and nomination of Directors who are not
"interested persons" of the Fund be made by such disinterested Directors.
PORTFOLIO TRANSACTIONS
The Management and Subadvisory Agreements recognize that in the
purchase and sale of portfolio securities, of the Fund, the Manager and the
Subadviser will seek the most favorable price and execution, and consistent with
that policy, may give consideration to the research, statistical and other
services furnished by brokers or dealers to the Manager or Subadviser for their
use, as well as to the general attitude toward and support of investment
companies demonstrated by such brokers or dealers. Such services include
supplemental investment research, analysis and reports concerning issuers,
industries and securities deemed by the Manager and Subadviser to be beneficial
to the Fund. In addition, the Manager and Subadviser are authorized to place
orders with brokers who provide supplemental investment and market research and
statistical and economic analysis although the use of such brokers may result in
a higher brokerage charge to the Fund than the use of 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 its services to clients other than the Fund.
In over-the counter markets, the Fund deals with responsible primary
market makers unless a more favorable execution or price is believed to be
obtainable. The Fund may buy securities from or sell securities to dealers
acting as principal, except dealers with which its directors and/or officers are
affiliated.
When two or more of the investment companies in the Seligman Group or
other investment advisory clients of the Manager and Subadviser desire to buy or
sell the same security at the same time, the securities purchased or sold are
allocated by the Manager and Subadviser in a manner believed to be equitable to
each. There may be possible advantages or disadvantages of such transactions
with respect to price or the size of positions readily obtainable or saleable.
PURCHASE AND REDEMPTION OF FUND SHARES
The Fund issues 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 six 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.
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 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.
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THE RIGHT OF ACCUMULATION allows an investor to combine the amount
being invested in Class A shares of the Fund and Class A shares of 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 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 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 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 sales
load at the time of purchase. Reduced sales loads also may apply to purchases
made within a 13-month period starting up to 90 days before the date of
execution of a letter of intent. For more information concerning the terms of
the letter of intent see "Terms and Conditions - Letter of Intent - Class A
Shares Only" accompanying the Account Application in the Prospectus.
PERSONS ENTITLED TO REDUCTIONS. Reductions in sales loads apply to
purchases of Class A shares by a "single person," including an individual;
members of a family unit comprising husband, wife and minor children; or a
trustee or other fiduciary purchasing for a single fiduciary account. Employee
benefit plans qualified under Section 401 of the Internal Revenue Code,
organizations tax exempt under Section 501 (c)(3) or (13), and non-qualified
employee benefit plans that satisfy uniform criteria are considered "single
persons" for this purpose. The uniform criteria are as follows:
1. Employees must authorize the employer, if requested by the Fund, to
receive in bulk and to distribute to each participant on a timely basis the Fund
Prospectus, reports and other shareholder communications.
2. Employees participating in a plan will be expected to make regular
periodic investments (at least annually). A participant who fails to make such
investments may be dropped from the plan by the employer or the Fund 12 months
and 30 days after the last regular investment in his account. In such event, the
dropped participant would lose the discount on share purchases to which the plan
might then be entitled.
3. The employer must solicit its employees for participation in such an
employee benefit plan or authorize and assist an investment dealer in making
enrollment solicitations.
ELIGIBLE EMPLOYEE BENEFIT PLANS. The table of sales loads in the
Prospectus applies to sales to "eligible employee benefit plans" (as defined in
the Prospectus), except that the Fund may sell shares at net asset value to
"eligible employee benefit plans," of (i) which have at least $1 million
invested in the Seligman Group of Mutual Funds or (ii) 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., the Fund's shareholder service agent. 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.
PAYMENT IN SECURITIES. In addition to cash, the Fund may accept
securities in payment for Fund shares sold at the applicable public offering
price (net asset value plus any applicable sales load), although the Fund does
not presently intend to accept securities in payment for Fund shares. Generally,
the Fund will only consider accepting securities (l) to increase its holdings in
a portfolio security, or (2) if the Manager determines that the offered
securities are a suitable investment for the Fund and in a sufficient amount for
efficient management. Although no minimum has been established, it is expected
that the Fund would not accept securities with a value of less than $100,000 per
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issue in payment for shares. The Fund may reject in whole or in part offers to
pay for Fund shares with securities, may require partial payment in cash for
applicable sales loads, and may discontinue accepting securities as payment for
Fund shares at any time without notice. The Fund will not accept restricted
securities in payment for shares. The Fund will value accepted securities in the
manner provided for valuing portfolio securities of the Fund. Any securities
accepted by the Fund in payment for Fund 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 the Fund
accept securities in payment for shares, such transactions would be limited to a
bona-fide reorganization, statutory merger, or to other acquisitions of
portfolio securities (except for municipal debt securities issued by state
political subdivisions or their agencies or instrumentalities) which meet the
investment objectives and policies of the Fund; are acquired for investment and
not for resale; are liquid securities which are not restricted as to transfer
either by law or liquidity of market; and have a value which is readily
ascertainable (and not established only by evaluation procedures) as evidenced
by a listing on the American Stock Exchange, the New York Stock Exchange
("NYSE") or NASDAQ.
FURTHER TYPES OF REDUCTIONS. Class A shares may be issued without a
sales load in connection with the acquisition of cash and securities owned by
other investment companies and personal holding companies to financial
institution trust departments, to registered investment advisers exercising
investment discretionary authority with respect to the purchase of Fund 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 Fund, to separate
accounts established and maintained by an insurance company which are exempt
from registration under Section 3(c)(11) of the 1940 Act, to registered
representatives and employees (and their spouses and minor children) of any
dealer that has a sales agreement with SFSI and shareholders of mutual funds
with investment objectives similar to the Fund's 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 issued without a sales load to present and
retired directors, trustees, officers, employees (and their family members, as
defined in the Prospectus) of the Fund, the other Seligman Mutual Funds, the
Manager and other companies affiliated with the Manager. Such sales may also be
made to employee benefit plans and thrift plans for such persons and to any
investment advisory, custodial, trust or other fiduciary account managed or
advised by the Manager or any affiliate. These sales may be made for investment
purposes only, and shares may be resold only to the Fund.
Class A shares may be sold at net asset value to these persons since
such shares require less sales effort and lower sales related expenses as
compared with sales to the general public.
MORE ABOUT REDEMPTIONS. The procedures for redemption of Fund shares
under ordinary circumstances are set forth in the Prospectus. In unusual
circumstances, payment may be postponed, or the right of redemption postponed
for more than seven days, if the orderly liquidation of portfolio securities is
prevented by the closing of, or restricted trading on, the NYSE during periods
of emergency, or such other periods as ordered by the Securities and Exchange
Commission. Payment may be made in securities, subject to the review of some
state securities commissions. If payment is made in securities, a shareholder
may incur brokerage expenses in converting these securities to cash.
DISTRIBUTION SERVICES
SFSI, an affiliate of the Manager, acts as general distributor of the
shares of the Fund and of the other mutual funds in the Seligman Group. The
Corporation on behalf of 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 commissions to all dealers, as indicated in the Prospectus.
VALUATION
Net asset value per Fund share of each class of the Fund is determined
as of the close of the NYSE (normally, 4:00 p.m. Eastern time), on each day that
the NYSE is open. Currently, the NYSE is closed on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. The Fund will also determine net asset value for each class
on each day in which there is a sufficient degree of trading in the Fund's
portfolio securities that the net asset value of Fund shares might be materially
affected. Net asset value per share for a class is computed by dividing such
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class share of the value of the net assets of the Fund (i.e., the value of its
assets less liabilities) by the total number of outstanding shares of such
class. All expenses of the Fund, 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 will generally be lower than the net
asset value of Class A shares as a result of the larger distribution fee with
respect to such shares.
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 U.S. or foreign exchange or over-the counter market are valued at
the last sales price on the primary exchange or market on which they are traded.
United Kingdom securities for which there are no recent sales transactions are
valued based on quotations provided by primary market makers 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 including restricted securities are valued at fair value
as determined in accordance with procedures approved by the Board of Directors.
Short-term obligations with less than sixty days remaining to maturity are
generally valued at amortized cost. Short-term obligations with more than sixty
days remaining to maturity will be valued at current market value until the
sixtieth day prior to maturity, and will then be valued on an amortized cost
basis based on the value on such date unless the Board determines that this
amortized cost value does not represent fair market value. Expenses and fees,
including the investment management fee, are accrued daily and taken into
account for the purpose of determining the net asset value of Fund shares.
Premiums received on the sale of call options will be included in the net asset
value, and the current market value of the options sold by the Fund will be
subtracted from net asset 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 shares of the
Fund are determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the value of such securities and such exchange rates may occur between
the times at which they are determined and the close of the NYSE, which will not
be reflected in the computation of net asset value. If during such periods
events occur which materially affect the value of such securities, the
securities will be valued at their fair market value as determined in accordance
with procedures approved by the Board of Directors.
For purposes of determining the net asset value per share of the Fund,
all assets and liabilities initially expressed in foreign currencies will be
converted into 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 Fund from sources within
foreign countries may be subject to foreign income taxes withheld at the source.
The United States has entered into tax treaties with many foreign countries
which entitle the Fund to a reduced rate of such taxes or exemption from taxes
on such income. It is impossible to determine the effective rate of foreign tax
in advance since the amount of the Fund's assets to be invested within various
countries is not known.
U.S. FEDERAL INCOME TAXES. The Fund intends for each taxable year to qualify for
tax treatment as a "regulated investment company" under the Internal Revenue
Code of 1986, as amended (the "Code"). Qualification relieves the Fund of
Federal income tax liability on that part of its net ordinary income and net
realized capital gains which it pays out to its shareholders. Such qualification
does not, of course, involve governmental supervision of management or
investment practices or policies. Investors should consult their own counsel for
a complete understanding of the requirements the Fund must meet to qualify for
such treatment. The information set forth in the Prospectus and the following
discussion relate solely to the US Federal income taxes on dividends and
distributions by the Fund and assumes that the Fund qualifies as a regulated
investment company. Investors should consult their own counsel for further
details, including their possible entitlement to foreign tax credits that might
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be "passed through" to them under the rules described below, and the application
of state and local tax laws to his or her particular situation.
The Fund intends to declare and distribute dividends in the amounts and
at the times necessary to avoid the application of the 4% Federal excise tax
imposed on certain undistributed income of regulated investment companies. The
Fund will be required to pay the 4% excise tax to the extent it does not
distribute to its shareholders during any calendar year at least 98% of its
ordinary income for the calendar year plus 98% of its capital gain net income
for the twelve months ended October 31 of such year. Certain distributions of
the Fund which are paid in January of a given year but are declared in the prior
October, November or December to shareholders of record as of a specified date
during such a month will be treated as having been distributed to shareholders
and will be taxable to shareholders as if received in December.
Dividends of net ordinary income and distributions of any net realized
short-term capital gain are taxable to shareholders as ordinary income. Since
the Fund expects to derive a substantial portion of its gross income (exclusive
of capital gains) from sources other than qualifying dividends, it is expected
that only a small portion, if any, of the Fund's dividends or distributions will
qualify for the dividends received deduction for corporations.
The excess of net long-term capital gains over the net short-term
capital losses realized and distributed by the Fund to its shareholders will be
taxable to the shareholders as long-term capital gains, irrespective of the
length of time a shareholder may have held Fund shares. Any dividend or
distribution received by a shareholder on shares of the Fund shortly after the
purchase of such shares will have the effect of reducing the net asset value of
such shares by the amount of such dividend or distribution. Furthermore, such
dividend or distribution, although in effect a return of capital, would be
taxable to the shareholder as described above. If a shareholder has held shares
in the Fund for six months or less and during that period has received a
distribution taxable to the shareholder as a long-term capital gain, any loss
recognized by the shareholder on the sale of those shares during that period
will be treated as a long-term capital loss to the extent of the distribution.
Dividends and distributions are taxable in the manner discussed
regardless of whether they are paid to the shareholder in cash or are reinvested
in additional shares of the Fund's common stock.
The Fund generally will be required to withhold tax at the rate of 31%
with respect to distributions of net ordinary income and net realized capital
gains payable to a noncorporate shareholder unless the shareholder certifies on
his Account Application that the social security or taxpayer identification
number provided is correct and that the shareholder has not been notified by the
Internal Revenue Service that he is subject to backup withholding.
Income received by the Fund from sources within various foreign
countries may be subject to foreign income tax. If more than 50% of the value of
the Fund's total assets at the close of its taxable year consists of the stock
or securities of foreign corporations, the Fund may elect to "pass through" to
the Fund's shareholders the amount of foreign income taxes paid by the Fund.
Pursuant to such election, shareholders would be required: (i) to include in
gross income, even though not actually received, their respective pro-rata
shares of the Fund's gross income from foreign sources; and (ii) either to
deduct their pro-rata share of foreign taxes in computing their taxable income,
or to use it as a foreign tax credit against Federal income tax (but not both).
No deduction for foreign taxes could be claimed by a shareholder who does not
itemize deductions.
Shareholders who choose to utilize a credit (rather than a deduction)
for foreign taxes will be subject to the limitation that the credit may not
exceed the shareholder's US tax (determined without regard to the availability
of the credit) attributable to his or her total foreign source taxable income.
For this purpose, the portion of dividends and distributions paid by the Fund
from its foreign source income will be treated as foreign source income. The
Fund's gains from the sale of securities will generally be treated as derived
from US sources, however, and certain foreign currency gains and losses likewise
will be treated as derived from US sources. The limitation on the foreign tax
credit is applied separately to foreign source "passive income," such as the
portion of dividends received from the Fund which qualifies as foreign source
income. In addition, the foreign tax credit is allowed to offset only 90% of the
alternative minimum tax imposed on corporations and individuals. Because of
these limitations, shareholders may be unable to claim a credit for the full
amount of their proportionate shares of the foreign income taxes paid by the
Fund.
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The Fund intends for each taxable year to meet the requirements of the
Code to "pass through" to its shareholders foreign income taxes paid, but there
can be no assurance that the Fund will be able to do so. Each shareholder will
be notified within 60 days after the close of each taxable year of the Fund
whether the foreign taxes paid by the Fund will "pass through" for that year,
and, if so, the amount of each shareholder's pro-rata share (by country) of (i)
the foreign taxes paid, and (ii) the Fund's gross income from foreign sources.
Of course, shareholders who are not liable for Federal income taxes, such as
retirement plans qualified under Section 401 of the Code, will not be affected
by any such "pass through" of foreign tax credits.
INVESTMENTS IN PASSIVE FOREIGN INVESTMENT COMPANIES. If the Fund purchases
shares in certain foreign investment entities, referred to as "passive foreign
investment companies," the Fund itself may be subject to US Federal income tax,
and an additional charge in the nature of interest, on a portion of any "excess
distribution" from such company or gain from the disposition of such shares,
even if the distribution or gain is paid by the Fund as a dividend to its
shareholders. If the Fund were able and elected to treat a passive foreign
investment company as a "qualified electing fund," in lieu of the treatment
described above, the Fund would be required each year to include in income, and
distribute to shareholders in accordance with the distribution requirements set
forth above, the Fund's pro rata share of the ordinary earnings and net capital
gains of the company, whether or not distributed to the Fund.
CERTAIN FOREIGN CURRENCY TRANSACTIONS. Gains or losses attributable to foreign
currency contracts, or to fluctuations in exchange rates that occur between the
time the Fund accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities are treated as ordinary
income or ordinary loss. Similarly, gains or losses on disposition of debt
securities denominated in a foreign currency attributable to fluctuations in the
value of the foreign currency between the date of acquisition of the security
and the date of disposition also are treated as ordinary gain or loss. These
gains or losses increase or decrease the amount of the Fund's net investment
income available to be distributed to its shareholders as ordinary income.
OPTIONS TRANSACTIONS. A special "marked-to-market" system governs the taxation
of "section 1256 contracts," which include certain listed options. The Fund may
invest in such section 1256 contracts. In general, gain or loss on section 1256
contracts will be taken into account for tax purposes when actually realized. In
addition, any section 1256 contracts held at the end of a taxable year will be
treated as sold at fair market value (that is, marked-to-market), and the
resulting gain or loss will be recognized for tax purposes. In general, gain or
loss recognized by the Fund on the actual or deemed disposition of a section
1256 contract will be treated as 60% long-term and 40% short-term capital gain
or loss, regardless of the period of time the section 1256 contract is actually
held by the Fund. The Fund can elect to exempt its section 1256 contracts which
are part of a "mixed" straddle from the application of section 1256.
PERFORMANCE INFORMATION
The Fund may from time to time advertise its total return and average
annual total return in advertisements or in information furnished to present or
prospective shareholders. Total return and average annual total return are
computed separately for Class A, Class B and Class D shares. The amounts shall
be computed by deducting the maximum sales load of $47.50 (4.75% of the public
offering price) or CDSL, if applicable, assuming all of the dividends and
distributions paid by the Fund over the relevant time period were reinvested,
and redemption at the end of the applicable periods. The average annual total
return will be determined by calculating the annual rate required for the
initial payment to grow to the amount which would have been received upon
redemption (i.e., the average annual compound rate of return).
GENERAL INFORMATION
CAPITAL STOCK. The Board of Directors is authorized to classify or reclassify
and issue any unissued capital stock of the Corporation into any number of
series or classes without further action by shareholders. To date, shares of
five series have been authorized, which shares constitute interests in the Fund,
the Seligman Henderson Global Growth Opportunities Fund, the Seligman Henderson
Global Smaller Companies Fund, the Seligman Henderson Global Technology Fund and
the Seligman Henderson International Fund. The 1940 Act requires that where more
than one series or class exists, each series or class must be preferred over all
other series or classes in respect of assets specifically allocated to such
series or class.
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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 Corporation shall not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding
shares of each class or series affected by such matter. Rule 18f-2 further
provides that a class or series shall be deemed to be affected by a matter
unless it is clear that the interests of each class or series in the matter are
substantially identical or that the matter does not affect any interest of such
class or series. However, the Rule exempts the selection of independent public
accountants, the approval of principal distributing contracts and the election
of directors from the separate voting requirements of the Rule.
CUSTODIAN AND RECORDKEEPING AGENT. Morgan Stanley Trust Company (NY), One
Pierrepont Plaza, Brooklyn, New York 11201, serves as custodian for the Fund.
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri
64105, maintains, under the general supervision of the Manager, certain
accounting records and determines the net asset value for the Fund.
AUDITORS. 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
SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
May 10, 1996
ASSETS
Cash ................................................. $21.42
------
Total Assets ......................................... 21.42
------
LIABILITIES 0
------
NET ASSETS (applicable to 3 shares of Capital Stock,
$.001 par value; 100,000,000 shares authorized)....... $21.42
======
NET ASSET VALUE PER SHARE:
Class A ($7.14/1 Share) .............................. $ 7.14
======
Class B ($7.14/1 Share) .............................. $ 7.14
======
Class D ($7.14/1 Share) .............................. $ 7.14
======
Note 1. Organization
Seligman Henderson Emerging Markets Growth Fund (the "Fund") is a
series of Seligman Henderson Global Fund Series, Inc. The Fund had no operations
other than the sale and issuance of 3 shares of capital stock for $21.42 to J. &
W. Seligman & Co. Incorporated (the "Manager") on May 9, 1996.
Note 2. Agreement
Under the Management Agreement, the Fund will pay the Manager a
management fee for its services, calculated daily and payable monthly, equal to
1.25% per annum of its average daily net assets, of which 1.15% is paid to
Seligman Henderson Co. (the "Subadviser"), a 50% owned affiliate of the Manager.
19
<PAGE>
Note 3. Taxes
The Fund intends to meet the requirements of the Internal Revenue Code
of 1986, as amended, applicable to regulated investment companies and intends to
distribute substantially all of its taxable income. As such, the Fund will not
be subject to federal income or excise taxes.
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholder of
Seligman Henderson Emerging Markets Growth Fund:
We have audited the accompanying statement of assets and liabilities of
Seligman Henderson Emerging Markets Growth Fund (the "Fund") as of May 10, 1996.
This financial statement is the responsibility of the Fund's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement of assets and liabilities is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement of assets and liabilities presentation. We believe that our audit of
the statement of assets and liabilities provides a reasonable basis for our
opinion.
In our opinion, such statement of assets and liabilities referred to
above presents fairly, in all material respects, the financial position of
Seligman Henderson Emerging Markets Growth Fund as of May 10, 1996, in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
May 10, 1996
OTHER FINANCIAL INFORMATION. In addition, the Annual Report to shareholders for
three of the Corporation's other series for the fiscal year ended October 31,
1995, is incorporated by reference into this Statement of Additional
Information. The Annual Report contains schedules of the investments of three of
the Corporation's other series as of October 31, 1995, as well as certain other
financial information as of that date. Unaudited financial information with
respect to the Seligman Henderson Global Growth Opportunities Fund as of January
31, 1996 is provided in Appendix C. The Corporation's Annual Report will be
furnished without charge to investors who request copies of the Fund's Statement
of Additional Information.
20
<PAGE>
<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 the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa: Bonds 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
21
<PAGE>
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternative liquidity is maintained.
The designation "Prime-3" or "P-3" indicates that the issuer has an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.
Issues rated "Not Prime" do not fall within any of the Prime rating
categories.
STANDARD & POOR'S CORPORATION ("S&P")
DEBT SECURITIES
AAA: Debt issues rated AAA are highest grade obligations. Capacity to
pay interest and repay principal is extremely strong.
AA: Debt issues rated AA have a very high degree of safety and very
strong capacity to pay interest and repay principal and differ from the highest
rated issues only in small degree.
A: Debt issues rated A are regarded as upper medium grade. They have a
strong degree of safety and capacity to pay interest and repay principal
although it is somewhat more susceptible in the long term to the adverse effects
of changes in circumstances and economic conditions than debt in higher rated
categories.
BBB: Debt issues rated BBB are regarded as having a satisfactory degree
of safety and capacity to pay interest and re-pay principal. Whereas they
normally exhibit adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay
interest and re-pay principal for bonds in this category than for bonds in
higher rated categories.
BB, B, CCC, CC: Debt issues rated BB, B, CCC and CC are regarded on
balance, as predominantly speculative with respect to capacity to pay interest
and 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.
22
<PAGE>
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.
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.
23
<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
o Helps finance America's fledgling railroads through underwritings.
o Is admitted to the New York Stock Exchange in 1869. Seligman remained a
member of the NYSE until 1993, when the evolution of its business made it
unnecessary.
o Becomes a prominent underwriter of corporate securities, including New
York Mutual Gas Light Company, later part of Consolidated Edison.
o Provides financial assistance to Mary Todd Lincoln and urges the Senate to
award her a pension.
o Is appointed U.S. Navy fiscal agent by President Grant.
o Becomes a leader in raising capital for America's industrial and urban
development.
...1900-1910
o Helps Congress finance the building of the Panama Canal.
...1910s
o Participates in raising billions for Great Britain, France and Italy,
helping to finance World War I.
...1920s
o 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.
o Forms Tri-Continental Corporation in 1929, today the nation's largest,
diversified closed-end equity investment company, with over $2 billion in
assets and one of its oldest.
...1930s
o Assumes management of Broad Street Investing Co. Inc., its first mutual
fund, today known as Seligman Common Stock Fund, Inc.
o Establishes Investment Advisory Service.
...1940s
o Helps shape the Investment Company Act of 1940.
o Leads in the purchase and subsequent sale to the public of Newport News
Shipbuilding and Dry Dock Company, a prototype transaction for the
investment banking industry.
o Assumes management of National Investors Corporation, today Seligman
Growth Fund, Inc.
o Establishes Whitehall Fund, Inc., today Seligman Income Fund, Inc.
24
<PAGE>
...1950-1989
o Develops new open-end investment companies. Today, manages more than 40
mutual fund portfolios.
o Helps pioneer state-specific, tax-exempt municipal bond funds, today
managing a national and 18 state-specific tax-exempt funds.
o Establishes J. & W. Seligman Trust Company and J. & W. Seligman Valuations
Corporation.
o Establishes Seligman Portfolios, Inc., an investment vehicle offered
through variable annuity products.
...1990s
o Introduces Seligman Select Municipal Fund, Inc. and Seligman Quality
Municipal Fund, Inc. two closed-end funds that invest in high quality
municipal bonds.
o In 1991 establishes a joint venture with Henderson Administration Group
plc, of London, known as Seligman Henderson Co., to offer global
investment products.
o Introduces Seligman Frontier Fund, Inc., a small capitalization mutual
fund.
o Launches Seligman Henderson Global Fund Series, Inc., which today offers
five separate series: Seligman Henderson International Fund, Seligman
Henderson Global Smaller Companies Fund, Seligman Henderson Global
Technology Fund, Seligman Henderson Global Growth Opportunities Fund and
Seligman Henderson Emerging Markets Growth Fund.
25
<PAGE>
APPENDIX C
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
------------
-26-
<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
------------
-27-
<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
------------
-28-
<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
------------
-29-
<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.
-30-
<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.
-31-
<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.
-32-
<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.
-33-
<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.
-34-
<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.
-35-
<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.
-36-
<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
-37-
<PAGE>
Seligman Henderson Global Growth Opportunities Fund
Financial Highlights (unaudited)
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. Average commission rate paid
represents the average commission paid by the Fund to purchase or sell
securities. It is determined by dividing the total commission dollars paid by
the number of shares purchased and sold during the period for which commissions
were paid.
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%
Average commission rate paid $ 0.018 $ 0.018
Net assets, end of period (000's omitted) $82,489 $27,651
--------------
*Commencement of operations.
**Annualized.
See notes to financial statements.
-38-
--------------------------------------------------------------------------------
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>
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
Part A: None.
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 years ended
October 31, 1995 and 1994 for the Seligman Henderson
International Fund and the Seligman Henderson Global Smaller
Companies Fund; and for the year ended December 31, 1995 and
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. An audited Statement of Assets and
Liabilites as of May 10, 1996 is provided for the Seligman
Henderson Emerging Markets Growth Fund under the heading
"Financial Statements."
(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.
(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) Articles Supplementary to Articles of Incorporation of Registrant,
dated April 10, 1996 are incorporated by reference to Exhibit 1e of
the Registrant's Post-Effective Amendment No. 20, filed April 19,
1996.
(1e) Articles Supplementary to Articles of Incorporation of the
Registrant, dated May 7, 1996.*
<PAGE>
PART C. OTHER INFORMATION (cont'd)
------- --------------------------
(2) By-Laws of Registrant are incorporated by reference to Exhibit 2 of
the Registrant's Registration Statement on Form N-1A, filed on
November 26, 1991.
(3) N/A
(4) Specimen Stock Certificates for Class A and Class D Shares with
respect to Seligman Henderson International Fund are incorporated by
reference to Exhibit 4 of the Registrant's Post-Effective Amendment
No. 6, filed on April 23, 1993 and Post-Effective Amendment No. 8,
filed on September 21, 1993. 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 are
incorporated by reference to Form SE, filed on behalf of the
Registrant on May 15, 1996.
(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) Revised Management Agreement between the Registrant and J. & W.
Seligman & Co. Incorporated.*
(5b) Subadvisory Agreement between the Manager and the Subadviser with
respect to the Seligman Henderson International Fund, the Seligman
Henderson Global Smaller Companies Fund, the Seligman Henderson
Global Technology Fund and the Seligman Henderson Global Growth
Opportunities Fund, is incorporated by reference to Exhibit 5b of the
Registrant's Post-Effective-Amendment No. 17, filed on October 27,
1995.
(5c) Subadvisory Agreement between the Manager and the Subadviser with
respect to the 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
is incorporated by reference to the Registrant's Post-Effective
Amendment No. 20, filed on April 19, 1996.
(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.
<PAGE>
PART C. OTHER INFORMATION (cont'd)
------- --------------------------
(7b) Amendments to the Amended Retirement Income Plan of J. & W. Seligman
& Co. Incorporated and Trust are incorporated by reference to Exhibit
7b of the Registrant's Post-Effective Amendment No. 11, filed on May
10, 1994.
(7c) Amendments to the Amended Employee's Thrift Plan of Union Data
Service Center, Inc. and Trust are incorporated by reference to
Exhibit 7c of the Registrant's Post-Effective Amendment No. 11, filed
on May 10, 1994.
(8) Custodian Agreement between Registrant and Morgan Stanley Trust
Company is incorporated by reference to Exhibit 8 of the Registrant's
Pre-Effective Amendment No. 2, filed March 26, 1992.
(9) Recordkeeping Agreement between Registrant and Investors Fiduciary
Trust Company is incorporated by reference to Exhibit 9 of the
Registrant's Pre-Effective Amendment No. 2, filed on March 26, 1992.
(10) Opinion and Consent of Counsel.*
(11) Consent of Independent Auditors.*
(12) N/A
(13a) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson International Fund's Class A and Class D Shares
and J. & W. Seligman & Co. Incorporated is incorporated by reference
to Exhibit 13a of the Registrant's Pre-Effective Amendment No. 2,
filed on March 25, 1992 and Post-Effective Amendment No. 8, filed on
September 21, 1993. Form of Purchase Agreement for Initial Capital
between Registrant's Seligman Henderson International Fund's Class B
shares and J. & W. Seligman & Co. Incorporated is incorporated by
reference to Exhibit 13a of the Registrant's Post-Effective Amendment
No. 20, filed on April 19, 1996.
(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 is incorporated by reference to Exhibit 13b of the
Registrant's Post-Effective Amendment No. 20, filed on April 19,
1996.
(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 is
incorporated by reference to Exhibit 13c of the Registrant's
Post-Effective Amendment No. 20, filed on April 19, 1996.
(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 is
incorporated by reference to Exhibit 13d of the Registrant's
Post-Effective Amendment No. 20, filed April 19, 1996.
(13e) Copy of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Emerging Markets Growth 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.
<PAGE>
PART C. OTHER INFORMATION (cont'd)
------- --------------------------
(14a) Copy of Amended Comprehensive Retirement Plans for Money Purchase
and/or Prototype Profit Sharing Plan is incorporated by reference to
Exhibit 14a of Seligman Tax-Exempt Fund Series, Inc. Post-Effective
Amendment No. 24 (File No. 2-86008), filed on November 30, 1992.
(14b) Copy of Amended Basic Business Retirement Plans for Money Purchase
and/or Profit Sharing Plans is Incorporated by reference to Exhibit
14b of Seligman Tax-Exempt Fund Series, Inc. Post-Effective Amendment
No. 24 (File No. 2-86008), filed on November 30, 1992.
(14c) Copy of Amended 403(b)(7) Custodial Account Plan is incorporated by
reference to Exhibit 14c of Seligman New Jersey Tax-Exempt Fund, Inc.
Pre-Effective Amendment No. 1 (File No. 33-13401), filed on January
11, 1988.
(14d) Copy of Amended Simplified Employee Pension Plan (SEP) is
incorporated by reference to Exhibit 14d of the Registrant's
Post-Effective Amendment No. 3, filed on August 10, 1992.
(14e) Copy of the Seligman Family of Funds' (SARSEP) Salary Reduction and
Other Elective Simplified Employee Pension-Individual Retirement
Accounts Contribution Agreement (Under Section 408(k) of the Internal
Revenue Code) is incorporated by reference to Exhibit 14e of the
Registrant's Post-Effective Amendment No. 3, filed on August 10,
1992.
(15) Administration, Shareholder Services and Distribution Plans for each
of the Seligman Henderson International Fund, the Seligman Henderson
Global Smaller Companies Fund, the Seligman Henderson Global
Technology Fund and the Seligman Henderson Global Growth
Opportunities Fund and amended form of Administration, Shareholder
Services and Distribution Agreement of the Registrant is incorporated
by reference to Exhibit 15 of the Registrant's Post-Effective
Amendment No. 20, filed April 19, 1996.
(15a) Administration, Shareholder Services and Distribution Plan of
Seligman Henderson Emerging Markets Growth Fund.*
(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.*
(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
<TABLE>
<CAPTION>
(1) (2)
Number of Record
Title of Class Holders as of April 30, 1996
-------------- ----------------------------
<S> <C> <C>
Seligman Henderson Class A Common Stock (Par Value $.001) 2,626
International Fund Class B Common Stock (Par Value $.001) 13
Class D Common Stock (Par Value $.001) 2,395
Seligman Henderson Global Class A Common Stock (Par Value $.001) 14,717
Smaller Companies Fund Class B Common Stock (Par Value $.001) 210
Class D Common Stock (Par Value $.001) 8,909
Seligman Henderson Global Class A Common Stock (Par Value $.001) 57,156
Technology Fund Class B Common Stock (Par Value $.001) 101
Class D Common Stock (Par Value $.001) 18,196
</TABLE>
<PAGE>
PART C. OTHER INFORMATION (cont'd)
<TABLE>
<CAPTION>
(1) (2)
Number of Record
Title of Class Holders as of April 30, 1996
-------------- ----------------------------
<S> <C> <C>
Seligman Henderson Global Class A Common Stock (Par Value $.001) 6,439
Growth Opportunities Fund Class B Common Stock (Par Value $.001) 54
Class D Common Stock (Par Value $.001) 2,000
</TABLE>
Item 27. Indemnification - Incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 filed with the Securities and Exchange
Commission on February 18, 1992.
Item 28. Business and Other Connections of Investment Adviser - The Manager
also serves as investment manager to sixteen other associated
investment companies. They are Seligman Capital Fund, Inc., Seligman
Cash Management Fund, Inc., Seligman Common Stock Fund, Inc.,
Seligman Communications and Information Fund, Inc., Seligman Frontier
Fund, Inc., Seligman Growth Fund, Inc., Seligman High Income Fund
Series, Seligman Income Fund, Inc., Seligman New Jersey Tax-Exempt
Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series, Seligman
Portfolios, Inc., Seligman Quality Municipal Fund, Inc., Seligman
Select Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc.,
Seligman Tax-Exempt Series Trust and Tri-Continental Corporation.
The 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 Portfolio, the Global Smaller
Companies Portfolio, the Global Technology Portfolio and the Global
Growth Opportunities Portfolio of Seligman Portfolios, Inc.
and Tri-Continental Corporation.
The Manager and Subadviser have 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:
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
---------------------------------
As of April 30, 1996
(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
</TABLE>
<PAGE>
PART C. OTHER INFORMATION (cont'd)
------- --------------------------
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of April 30, 1996
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
DAVID F. STEIN* Director None
STEPHEN J. HODGDON* President None
LAWRENCE P. VOGEL* Senior Vice President, Finance Vice President
ED LYNCH* Senior Vice President, Director None
of Marketing
MARK R. GORDON* Senior Vice President,National None
Sales Manager
GERALD I. CETRULO, III Senior Vice President of Sales, None
140 West Parkway Regional Sales Manager
Pompton Plains, NJ 07444
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
</TABLE>
<PAGE>
PART C. OTHER INFORMATION (cont'd)
------- --------------------------
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of April 30, 1996
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
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
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 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>
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 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment pursuant to
Rule 485(b) of the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 21 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 20th day of May, 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. 21 to its
Registration Statement has been signed below by the following persons in the
capacities indicated on May 20, 1996.
Signature Title
--------- -----
/s/ William C. Morris Chairman of the Board (Principal
William C. Morris* executive officer) and Director
/s/ Brian T. Zino President and Director
Brian T. Zino
/s/ Thomas G. Rose Treasurer (Principal financial and
Thomas G. Rose and accounting officer)
Fred E. Brown, Director )
Alice S. Ilchman, Director )
John E. Merow, Director ) /s/ Brian T. Zino
-----------------
Betsy S. Michel, Director ) 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 )
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC., a Maryland corporation
having its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on March 21, 1996, adopted a resolution (a) reclassifying
100,000,000 unissued shares of the par value of $.001 each of the capital stock
("Shares") of the Seligman Henderson International Fund Class of the Corporation
as a separate class of shares (the "Seligman Henderson Emerging Markets Growth
Fund Class") designated "Seligman Henderson Emerging Markets Growth Fund Shares"
of the par value of $.001 each, and (b) that such shares so designated shall
have all of the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or conditions
of redemption as those set forth for a Class of Shares of the Corporation in the
Corporation's Charter as it may be supplemented or amended from time to time
including the Corporation's Articles of Incorporation as filed on November 21,
1991 and approved on November 22, 1991 and as set forth below in paragraph
SECOND.
1
<PAGE>
SECOND: The terms of the common stock of the Seligman Henderson
Emerging Markets Growth Fund Class (the "Emerging Markets Growth Series") as
further set by the Board of Directors are as follows:
(a) The common stock of the Emerging Markets Growth Series
shall have three sub-classes of shares, which shall be designated Class
A, Class B and Class D. The number of authorized shares of Class A
common stock, Class B common stock and Class D common stock of the
Emerging Markets Growth Series shall each consist of the sum of x and y
where: x equals the issued and outstanding shares of such sub-class;
and y equals one-third of the authorized but unissued shares of common
stock of all sub-classes of the Emerging Markets Growth 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
Emerging Markets Growth Series shall not exceed the authorized number
of shares of common stock of the Emerging Markets Growth Series (i.e.,
100,000,000 shares of common stock until changed by further action of
the Board of Directors in accordance with Section 2-208.1 of the
Maryland General Corporation Law or a successor provision); and, in the
event application of the formula above would result, at any time, in
fractional shares, the applicable number of authorized shares of each
sub-class shall be rounded down to the nearest whole number of shares
of such sub-class. Any sub-class of common stock of the Emerging
Markets Growth Series shall be referred to herein individually as a
"Class" and collectively, together with any further sub-class or
sub-classes from time to time established, as the "Classes."
(b) All Classes shall represent the same interest in the
Corporation and have identical voting, dividend, liquidation, and other
rights; provided, however, that notwithstanding anything in the charter
of the Corporation to the contrary:
2
<PAGE>
(1) Class A shares may be subject to such front-end
sales loads as may be established by the Board of Directors
from time to time in accordance with the Investment Company
Act of 1940, as amended (the "Investment Company Act") and
applicable rules and regulations of the National Association
of Securities Dealers, Inc. (the "NASD").
(2) Class 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 Class A shares on the last business
day of the month that precedes the eighth anniversary of the
date of issuance of such Class B shares; such conversion shall
be effected on the bases of the relative net asset values of
Class B shares and Class A shares as determined by the
Corporation on the date of conversion.
(3) Class D shares may be subject to such contingent
deferred sales charge as may be established from time to time
by the Board of Directors in accordance with the Investment
Company Act and applicable rules and regulations of the NASD.
(4) Expenses related solely to a particular Class
(including, without limitation, distribution expenses under a
Rule 12b-1 plan and administrative expenses under an
administration or service agreement, plan or other
arrangement, however designated, which may differ between the
Classes) shall be borne by that Class and shall be
3
<PAGE>
appropriately reflected (in the manner determined by the Board
of Directors) in the net asset value, dividends, distribution
and liquidation rights of the shares of that Class.
(5) 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 Emerging Markets Growth Series, shares of a
particular Class may be automatically converted into shares of
another Class; provided, however, that such conversion shall
be subject to the continuing availability of an opinion of
counsel to the effect that such conversion does not constitute
a taxable event under federal income tax law. The Board of
Directors, in its sole discretion, may suspend any conversion
rights if such opinion is no longer available.
(6) As to any matter with respect to which a separate
vote of any Class is required by the Investment Company Act or
by the Maryland General Corporation Law (including, without
limitation, approval of any plan, agreement or other
arrangement referred to in subsection (4) above), such
requirement as to a separate vote by that Class shall apply,
and, if permitted by the Investment Company Act or any rules,
regulations or orders thereunder and the Maryland General
Corporation Law, the Classes shall vote together as a single
Class on any such matter that shall have the same effect on
each such Class. As to any matter that does not affect the
interest of a particular Class, only the holders of shares of
the affected Class shall be entitled to vote.
4
<PAGE>
THIRD: The Shares of the Seligman Henderson Emerging Markets Growth
Fund Class aforesaid have been duly classified or reclassified by the Board of
Directors pursuant to authority and power contained in the Articles of
Incorporation of the Corporation.
FOURTH: 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 the matters and facts set
forth with respect to approval are true in all material respects, all on May 7,
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
5
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT, dated as of March 19, 1992, between SELIGMAN
INTERNATIONAL FUND SERIES, INC.*, a Maryland corporation (the "Corporation"), on
behalf of Seligman International Fund* (the "Series") and any future series
thereof and J. & W. SELIGMAN & CO. INCORPORATED, a Delaware corporation (the
"Manager").
WHEREAS, the Corporation is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Corporation desires to retain the Manager to render or contract to
obtain as hereinafter provided investment management services to the
Corporation, and to administer the business and other affairs of the Corporation
and the Manager is willing to render such services;
Now, therefore, in consideration of the mutual agreements herein made, the
parties hereto agree as follows:
1. DUTIES OF THE MANAGER. The Manager shall subject to the control of
the Board of Directors of the Corporation, manage the affairs of the Series and
agrees to provide the services described in this agreement on the terms set
forth herein. The Manager will enter into an agreement dated the date hereof
(the "Subadvisory Agreement") with Seligman Henderson Co. (the "Subadviser")
pursuant to which the Subadviser will provide the Series with investment
management services, including investment research, advice and supervision,
determining which securities shall be purchased or sold by the Series, making
purchases and sales of securities on behalf of the Series and determining how
voting and other rights with respect to securities of the Series shall be
exercised, subject in each case to the control of the Board of Directors of the
Corporation and in accordance with the objectives, policies and principles set
forth in the Registration Statement and Prospectus of the Series and the
requirements of the 1940 Act and other applicable law. The Manager will continue
to have responsibility for investment management services provided under the
Subadvisory Agreement. In the event the Subadviser ceases to provide such
investment management services to the Corporation, they shall be provided by the
Manager or by such other form as may be selected by the Corporation and approved
in accordance with applicable requirements. In connection with the performance
of its duties hereunder, the Manager shall provide such office space, such
bookkeeping, accounting, internal legal, clerical, secretarial and
administrative services (exclusive of, and in addition to, any such services
provided by any others retained by the Series) and such executive and other
personnel as shall be necessary for the operations of the Series. The Manager
shall also, if requested by and subject to the control of the Board of Directors
of Union Data Service Center, Inc. ("Data"), manage the affairs of Data and
provide Data with such office management, personnel, reproduction, employee
cafeteria and internal legal services and such senior executive officers (other
than vice presidents) as may be necessary for the operation of Data, and with a
treasurer, a corporate secretary and a principal operating officer. The Series
understands that the Manager also acts as the manager of all of the investment
companies in the Seligman Group.
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson Global
Fund Series, Inc. and the name of the Series was changed to Seligman Henderson
International Fund.
<PAGE>
Subject to Section 36 of the 1940 Act, the Manager shall not be liable
to the Series for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Series and the performance of its duties under this Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
2. EXPENSES. The Manager shall pay all of its expenses arising from the
performance of its obligations under Section 1 including the fee of the
Subadviser, and shall pay any salaries, fees and expenses of the directors of
the Series who are employees of the Manager or its affiliates. The Manager shall
not be required to pay any other expenses of the Series, including, but not
limited to, direct charges relating to the purchase and sale of portfolio
securities, interest charges, fees and expenses of independent attorneys and
auditors, taxes and governmental fees, cost of stock certificates and any other
expenses (including clerical expenses) of issue, sale, repurchase or redemption
of shares, expenses of registering and qualifying shares for sale, expenses of
printing and distributing reports, notices and proxy materials to shareholders,
expenses of corporate data processing and related services, shareholder
recordkeeping and shareholder account services, expenses of printing and filing
reports and other documents filed with governmental agencies, expenses of
printing and distributing prospectuses, expenses of annual and special
shareholders' meetings, fees and disbursements of transfer agents and
custodians, expenses of disbursing dividends and distributions, fees and
expenses of directors of the Series who are not employees of the Manager or its
affiliates, membership dues in the Investment Company Institute, insurance
premiums and extraordinary expenses such as litigation expenses.
3. COMPENSATION. (a) As compensation for the services performed and the
facilities and personnel provided by the Manager pursuant to Section 1, the
Series will pay to the Manager promptly after the end of each month a fee,
calculated on each
day during such month as indicated on the attached Fee Schedule.
(b) If the Manager shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Manager or, pursuant to the
Subadvisory Agreement, the Subadviser shall purchase securities from or through
and sell securities to or through such persons, brokers or dealers (including
the Manager or an affiliate of the Manager) as the Manager and the Subadviser
shall deem appropriate in order to carry out the policy with respect to
allocation of portfolio transactions as set forth in the Registration Statement
and Prospectus(es) of the Series or as the Board of Directors of the Corporation
may direct from time to time. In providing the Series with investment management
and supervision, it is recognized that the Manager or the Subadviser will seek
the most favorable price and execution, and, consistent with such policy, may
give consideration to the research, statistical and other services furnished by
brokers or dealers to the Manager or the Subadviser for its use, to the general
attitude of brokers or dealers toward investment companies and their support of
them, and to such other considerations as the Board of Directors of the
Corporation may direct or authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for
the Series that the Manager and the Subadviser have access to supplemental
investment and market research and security and economic analysis provided by
brokers who execute brokerage transactions at a higher cost to the Corporation
<PAGE>
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and execution. Therefore, the Manager and the
Subadviser are authorized to place orders for the purchase and sale of
securities for the Series with such brokers, subject to review by the
Corporation's Board of Directors from time to time with respect to the extent
and continuation of this practice. It is understood that the services provided
by such brokers may be useful to the Manager and the Subadviser in connection
with their services to other clients as well as the Series.
The placing of purchase and sale orders may be carried out by the
Manager or the Subadviser or any wholly-owned subsidiary of the Manager.
If, in connection with purchases and sales of securities for the
Series, the Manager or any subsidiary of the Manager may, without material risk,
arrange to receive a soliciting dealer's fee or other underwriter's or dealer's
discount or commission, the Manager shall, unless otherwise directed by the
Board of Directors of the Corporation, obtain such fee, discount or commission
and the amount thereof shall be applied to reduce the compensation to be
received by the Manager pursuant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the Corporation
from approving the payment by the Series of additional compensation to others
for consulting services, supplemental research and security and economic
analysis.
5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until December 31, 1993, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Manager
shall not have notified the Series in writing at least 60 days prior to such
December 31 or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time, without
payment of penalty by the Series, on 60 days' written notice to the Manager by
vote of the Board of Directors of the Corporation or by vote of a majority of
the outstanding voting securities of the Series (as defined by the 1940 Act).
This Agreement will automatically terminate in the event of its assignment (as
defined by the 1940 Act).
6. RIGHT OF MANAGER IN CORPORATE NAME. The Manager and the Series each
agree that the word "Seligman", which comprises a component of the Series' name,
is a property right of the Manager. The Series agrees and consents that (i) it
will only use the word "Seligman" as a component of its corporate name and for
no other purpose, (ii) it will not purport to grant to any third party the right
to use the word "Seligman" for any purpose, (iii) the Manager or any corporate
affiliate of the Manager may use or grant to others the right to use the word
"Seligman", or any combination or abbreviation thereof, as all or a portion of a
corporate or business name or for any commercial purpose, including a grant of
such right to any other investment company, and at the request of the Manager,
the Series will take such action as may be required to provide its consent to
the use of the word "Seligman", or any combination or abbreviation thereof, by
the Manager or any corporate affiliate of the Manager, or by any person to whom
the Manager or an affiliate of the Manager shall have granted the right to such
use; and (iv) upon the termination of any management agreement into which the
Manager and the Series may enter, the Series shall, upon request by the Manager,
promptly take such action, at its own expense, as may be necessary to change its
corporate name to one not containing the word "Seligman" and following such
change, shall not use the word Seligman, or any combination thereof, as a part
of its corporate name or for any other commercial purpose, and shall use its
best efforts to cause its officers, trustees and stockholders to take any and
<PAGE>
all actions which the Manager may request to effect the foregoing and to
reconvey to the Manager any and all rights to such word.
7. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon either of the parties, to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Corporation on behalf of the Series and the
Manager have caused this Agreement to be executed by their duly authorized
officers as of the date first above written.
SELIGMAN INTERNATIONAL FUND SERIES, INC.*
BY____________________________________________
J. & W. SELIGMAN & CO. INCORPORATED
BY____________________________________________
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson Global
Fund Series, Inc.
<PAGE>
FEE SCHEDULE
SERIES ANNUAL RATE
Seligman Henderson Emerging 1.25% of the Series' average
Markets Growth Fund daily net assets.
Seligman Henderson Global 1.00% of the Series' average
Emerging Companies Fund daily net assets.
Seligman Henderson Global 1.00% of the Series average
Growth Opportunities Fund daily net assets
Seligman Henderson Global 1.00% of the Series' average
Technology Fund daily net assets
Seligman Henderson International Fund 1.00% of the Series' average daily
net assets.
Revised: July 16, 1992 to add SHGECF
March 17, 1994 to add SHGTF
September 21, 1995 to add SHGGOF
March 21, 1996 to add SHEMGF
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated as of March 21, 1996, between J. & W. SELIGMAN &
CO. INCORPORATED, a Delaware corporation (the "Manager") and Seligman Henderson
Co., a New York general partnership (the "Subadviser"), on behalf of Seligman
Henderson Emerging Markets Growth Fund, a series of Seligman Henderson Global
Fund Series, Inc. (the "Corporation").
WHEREAS, the Manager has entered into a Management Agreement, dated March 19,
1992, (the "Management Agreement") with the Corporation, an open-end diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), pursuant to which the Manager will render or
contract to obtain as hereinafter provided investment management services to the
Corporation, and to administer the business and other affairs of the
Corporation; and
WHEREAS, the Manager desires to retain the Subadviser to provide investment
management services to the Corporation, and the Subadviser is willing to render
such investment management services.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
1. DUTIES OF THE SUBADVISER. The Subadviser will provide the
Corporation with investment management services, including investment research,
advice and supervision, determining which securities shall be purchased or sold
by the Corporation, making purchases and sales of securities on behalf of the
Corporation and determining how voting and other rights with respect to
securities of the Corporation shall be exercised, subject in each case to the
control of the Board of Directors of the Corporation and in accordance with the
objectives, policies and principles set forth in the Registration Statement and
Prospectus(es) of the Corporation and the requirements of the 1940 Act and other
applicable law.
Subject to Section 36 of the 1940 Act, the Subadviser shall not be
liable to the Corporation for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in the management
of the Corporation and the performance of its duties under this Agreement except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
2. EXPENSES. The Subadviser shall pay all of its expenses arising from
the performance of its obligations under Section 1.
3. COMPENSATION. (a) As compensation for the services performed and the
facilities and personnel provided by the Manager pursuant to Section 1, the
Manager will pay to the Subadviser each month a fee, calculated on each day
during such month, at an annual rate of 1.15% of the Corporation's average daily
net assets.
<PAGE>
(b) If the Subadviser shall serve hereunder for less than the whole of
any month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Subadviser shall purchase
securities from or through and sell securities to or through such persons,
brokers or dealers as the Subadviser shall deem appropriate in order to carry
out the policy with respect to allocation of portfolio transactions as set forth
in the Registration Statement and Prospectus(es) of the Corporation or as the
Board of Directors of the Corporation may direct from time to time. In providing
the Corporation with investment management and supervision, it is recognized
that the Subadviser will seek the most favorable price and execution, and,
consistent with such policy, may give consideration to the research, statistical
and other services furnished by brokers or dealers to the Subadviser for its
use, to the general attitude of brokers or dealers toward investment companies
and their support of them, and to such other considerations as the Board of
Directors of the Corporation may direct or authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for
the Corporation that the Subadviser have access to supplemental investment and
market research and security and economic analysis provided by brokers who
execute brokerage transactions at a higher cost to the Corporation than may
result when allocating brokerage to other brokers on the basis of seeking the
most favorable price and execution. Therefore, the Subadviser is authorized to
place orders for the purchase and sale of securities of the Corporation with
such brokers, subject to review by the Corporation's Board of Directors from
time to time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to the
Subadviser in connection with its services to other clients as well as the
Corporation.
If, in connection with purchases and sales of securities for the
Corporation, the Subadviser may, without material risk, arrange to receive a
soliciting dealer's fee or other underwriter's or dealer's discount or
commission, the Subadviser shall, unless otherwise directed by the Board of
Directors of the Corporation, obtain such fee, discount or commission and the
amount thereof shall be applied to reduce the compensation to be received by the
Subadviser pursuant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the Corporation
from approving the payment by the Corporation of additional compensation to
others for consulting services, supplemental research and security and economic
analysis.
5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until December 31, 1996, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Subadviser
shall not have notified the Manager in writing at least 60 days prior to such
December 31 or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time, without
payment of penalty by the Corporation, on 60 days' written notice to the
Subadviser by vote of the Board of Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Corporation (as defined by
the 1940 Act). This Agreement will automatically terminate in the event of its
assignment (as defined by the 1940 Act) or upon the termination of the
Management Agreement.
<PAGE>
6. AMENDMENTS. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Corporation is obtained in accordance
with the requirements of the 1940 Act.
7. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon either of the parties, to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Manager and the Subadviser have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.
J. & W. SELIGMAN & CO. INCORPORATED
BY____________________________________________
SELIGMAN HENDERSON CO.
BY____________________________________________
[Sullivan & Cromwell Letterhead]
Seligman Henderson Global Fund Series, Inc.
May 20, 1996
Seligman Henderson Global Fund Series, Inc.,
100 Park Avenue,
New York, N.Y. 10017.
Dear Sirs:
In connection with Post-Effective Amendment No. 21 to the Registration
Statement on Form N-1A (File No. 33-44186) of Seligman Henderson Global Fund
Series, Inc., a Maryland corporation (the "Fund"), which you expect to file
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to an indefinite number of shares of capital stock, par value $.001 per
share, of the series designated as Seligman Henderson Emerging Markets Growth
Fund (the "Shares"), we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, the
Shares have been duly authorized to the extent of 100,000,000 Shares and, when
the Post-Effective Amendment referred to above has become effective under the
Securities Act and the Shares have been issued (a) for at least the par value
thereof in accordance with the Registration Statement referred to above, (b) so
as not to exceed the then authorized number of Shares and (c) in accordance with
the authorization of the Board of Directors, the Shares will be duly and validly
issued, fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Maryland, and we are expressing
no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment referred to above. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
SULLIVAN & CROMWELL
CONSENT OF INDEPENDENT AUDITORS
Seligman Henderson Global Fund Series, Inc.:
We consent to the use in this Post-Effective Amendment No. 21 to Registration
Statement No. 33-44186 of our report dated May 10, 1996, appearing in the
Statement of Additional Information, which is part of such Registration
Statement. We also consent to the incorporation by reference in this
Registration Statement of our report dated December 1, 1995, appearing in the
Annual Reports to shareholders of the Seligman Henderson Global Technology Fund,
Seligman Henderson Global Smaller Companies Fund, and the Seligman International
Fund for the year ended October 31,1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
May 17, 1996
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 A
share, 1 Class B share and 1 Class D share (the "Shares") of Capital
Stock (par value $.001) of the Seligman Henderson Emerging Markets
Growth (the "Series"), a series of the Fund, each at a price of $7.14
per share, as of the close of business on May 9, 1996. The Fund hereby
acknowledges receipt from Purchaser of funds in such amount in full
payment for the Shares.
2. Purchaser represents and warrants to the Fund that the Shares are 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
Shares.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 9th day
of May, 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
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
SECTION 1. Seligman Henderson Emerging Markets Growth 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 Fund. 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 Fund.
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 of the Fund, 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
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 011
<NAME> SELIGMAN HENDERSON INTERNATIONAL FUND CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 72530
<INVESTMENTS-AT-VALUE> 75590
<RECEIVABLES> 2114
<ASSETS-OTHER> 3019
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 80723
<PAYABLE-FOR-SECURITIES> 190
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 497
<TOTAL-LIABILITIES> 687
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 72101
<SHARES-COMMON-STOCK> 2918<F1>
<SHARES-COMMON-PRIOR> 3560<F1>
<ACCUMULATED-NII-CURRENT> (9)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3398
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4546
<NET-ASSETS> 48763<F1>
<DIVIDEND-INCOME> 991<F1>
<INTEREST-INCOME> 191<F1>
<OTHER-INCOME> (395)<F1>
<EXPENSES-NET> (983)<F1>
<NET-INVESTMENT-INCOME> (196)<F1>
<REALIZED-GAINS-CURRENT> 3305
<APPREC-INCREASE-CURRENT> (3943)
<NET-CHANGE-FROM-OPS> (1078)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (2536)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1467<F1>
<NUMBER-OF-SHARES-REDEEMED> (2261)<F1>
<SHARES-REINVESTED> 152<F1>
<NET-CHANGE-IN-ASSETS> (2788)
<ACCUMULATED-NII-PRIOR> (6)
<ACCUMULATED-GAINS-PRIOR> 3487
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 580<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 983<F1>
<AVERAGE-NET-ASSETS> 57987<F1>
<PER-SHARE-NAV-BEGIN> 17.67<F1>
<PER-SHARE-NII> .06<F1>
<PER-SHARE-GAIN-APPREC> (.33)<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.69)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.71<F1>
<EXPENSE-RATIO> 1.69<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 014
<NAME> SELIGMAN HENDERSON INTERNATIONAL FUND CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 72530
<INVESTMENTS-AT-VALUE> 75590
<RECEIVABLES> 2114
<ASSETS-OTHER> 3019
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 80723
<PAYABLE-FOR-SECURITIES> 190
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 497
<TOTAL-LIABILITIES> 687
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 72101
<SHARES-COMMON-STOCK> 1903<F1>
<SHARES-COMMON-PRIOR> 1135<F1>
<ACCUMULATED-NII-CURRENT> (9)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3398
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4546
<NET-ASSETS> 31273<F1>
<DIVIDEND-INCOME> 430<F1>
<INTEREST-INCOME> 77<F1>
<OTHER-INCOME> (136)<F1>
<EXPENSES-NET> (615)<F1>
<NET-INVESTMENT-INCOME> (244)<F1>
<REALIZED-GAINS-CURRENT> 3305
<APPREC-INCREASE-CURRENT> (3943)
<NET-CHANGE-FROM-OPS> (1078)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (858)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1114<F1>
<NUMBER-OF-SHARES-REDEEMED> (399)<F1>
<SHARES-REINVESTED> 53<F1>
<NET-CHANGE-IN-ASSETS> (2788)
<ACCUMULATED-NII-PRIOR> (6)
<ACCUMULATED-GAINS-PRIOR> 3487
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 246<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 615<F1>
<AVERAGE-NET-ASSETS> 24611<F1>
<PER-SHARE-NAV-BEGIN> 17.53<F1>
<PER-SHARE-NII> (.07)<F1>
<PER-SHARE-GAIN-APPREC> (.34)<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.69)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.43<F1>
<EXPENSE-RATIO> 2.50<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 041
<NAME> SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> JAN-31-1996
<INVESTMENTS-AT-COST> 100263
<INVESTMENTS-AT-VALUE> 105773
<RECEIVABLES> 8373
<ASSETS-OTHER> 2977
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 117123
<PAYABLE-FOR-SECURITIES> 6787
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 196
<TOTAL-LIABILITIES> 6983
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 104780
<SHARES-COMMON-STOCK> 10876<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (263)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (337)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5959
<NET-ASSETS> 82489<F1>
<DIVIDEND-INCOME> 55<F1>
<INTEREST-INCOME> 46<F1>
<OTHER-INCOME> (18)<F1>
<EXPENSES-NET> (265)<F1>
<NET-INVESTMENT-INCOME> (182)<F1>
<REALIZED-GAINS-CURRENT> (337)
<APPREC-INCREASE-CURRENT> 5959
<NET-CHANGE-FROM-OPS> 5359
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11349<F1>
<NUMBER-OF-SHARES-REDEEMED> (473)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 110140
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 136<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 265<F1>
<AVERAGE-NET-ASSETS> 54295<F1>
<PER-SHARE-NAV-BEGIN> 7.14<F1>
<PER-SHARE-NII> (.02)<F1>
<PER-SHARE-GAIN-APPREC> .46<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.58<F1>
<EXPENSE-RATIO> 1.94<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 044
<NAME> SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> JAN-31-1996
<INVESTMENTS-AT-COST> 100263
<INVESTMENTS-AT-VALUE> 105773
<RECEIVABLES> 8373
<ASSETS-OTHER> 2977
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 117123
<PAYABLE-FOR-SECURITIES> 6787
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 196
<TOTAL-LIABILITIES> 6983
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 104780
<SHARES-COMMON-STOCK> 3653<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (263)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (337)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5959
<NET-ASSETS> 27651<F1>
<DIVIDEND-INCOME> 16<F1>
<INTEREST-INCOME> 13<F1>
<OTHER-INCOME> (5)<F1>
<EXPENSES-NET> (105)<F1>
<NET-INVESTMENT-INCOME> (81)<F1>
<REALIZED-GAINS-CURRENT> (337)
<APPREC-INCREASE-CURRENT> 5959
<NET-CHANGE-FROM-OPS> 5359
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3742<F1>
<NUMBER-OF-SHARES-REDEEMED> (89)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 110140
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 39<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 105<F1>
<AVERAGE-NET-ASSETS> 15491<F1>
<PER-SHARE-NAV-BEGIN> 7.14<F1>
<PER-SHARE-NII> (.03)<F1>
<PER-SHARE-GAIN-APPREC> .46<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.57<F1>
<EXPENSE-RATIO> 2.69<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 021
<NAME> SELIGMAN HENDERSON GLOBAL SMALLER COS FUND CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 156581
<INVESTMENTS-AT-VALUE> 176254
<RECEIVABLES> 4305
<ASSETS-OTHER> 13092
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 193651
<PAYABLE-FOR-SECURITIES> 4908
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 716
<TOTAL-LIABILITIES> 5624
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 154214
<SHARES-COMMON-STOCK> 7372<F1>
<SHARES-COMMON-PRIOR> 3878<F1>
<ACCUMULATED-NII-CURRENT> (5)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 13465
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 20353
<NET-ASSETS> 102479<F1>
<DIVIDEND-INCOME> 641<F1>
<INTEREST-INCOME> 372<F1>
<OTHER-INCOME> (28)<F1>
<EXPENSES-NET> (1138)<F1>
<NET-INVESTMENT-INCOME> (153)<F1>
<REALIZED-GAINS-CURRENT> 14288
<APPREC-INCREASE-CURRENT> 9409
<NET-CHANGE-FROM-OPS> 23009
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (1358)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5099<F1>
<NUMBER-OF-SHARES-REDEEMED> (1722)<F1>
<SHARES-REINVESTED> 117<F1>
<NET-CHANGE-IN-ASSETS> 103440
<ACCUMULATED-NII-PRIOR> (3)
<ACCUMULATED-GAINS-PRIOR> 2355
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 621<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1138<F1>
<AVERAGE-NET-ASSETS> 62105<F1>
<PER-SHARE-NAV-BEGIN> 11.93<F1>
<PER-SHARE-NII> (.02)<F1>
<PER-SHARE-GAIN-APPREC> 2.32<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.33)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.90<F1>
<EXPENSE-RATIO> 1.83<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 024
<NAME> SELIGMAN HENDERSON GLOBAL SMALLER COS FUND CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 156581
<INVESTMENTS-AT-VALUE> 176254
<RECEIVABLES> 4305
<ASSETS-OTHER> 13092
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 193651
<PAYABLE-FOR-SECURITIES> 4908
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 716
<TOTAL-LIABILITIES> 5624
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 154214
<SHARES-COMMON-STOCK> 6274<F1>
<SHARES-COMMON-PRIOR> 3247<F1>
<ACCUMULATED-NII-CURRENT> (5)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 13465
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 20353
<NET-ASSETS> 85548<F1>
<DIVIDEND-INCOME> 546<F1>
<INTEREST-INCOME> 318<F1>
<OTHER-INCOME> (23)<F1>
<EXPENSES-NET> (1376)<F1>
<NET-INVESTMENT-INCOME> (535)<F1>
<REALIZED-GAINS-CURRENT> 14288
<APPREC-INCREASE-CURRENT> 9409
<NET-CHANGE-FROM-OPS> 23009
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (1134)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3683<F1>
<NUMBER-OF-SHARES-REDEEMED> (756)<F1>
<SHARES-REINVESTED> 100<F1>
<NET-CHANGE-IN-ASSETS> 103440
<ACCUMULATED-NII-PRIOR> (3)
<ACCUMULATED-GAINS-PRIOR> 2355
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 527<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1376<F1>
<AVERAGE-NET-ASSETS> 52701<F1>
<PER-SHARE-NAV-BEGIN> 11.80<F1>
<PER-SHARE-NII> (.12)<F1>
<PER-SHARE-GAIN-APPREC> 2.28<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.33)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.63<F1>
<EXPENSE-RATIO> 2.61<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 031
<NAME> SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 493395
<INVESTMENTS-AT-VALUE> 537807
<RECEIVABLES> 22974
<ASSETS-OTHER> 61037
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 621818
<PAYABLE-FOR-SECURITIES> 10167
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2297
<TOTAL-LIABILITIES> 12464
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 523587
<SHARES-COMMON-STOCK> 34318<F1>
<SHARES-COMMON-PRIOR> 6058<F1>
<ACCUMULATED-NII-CURRENT> 671
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 37811
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 47285
<NET-ASSETS> 447732<F1>
<DIVIDEND-INCOME> 593<F1>
<INTEREST-INCOME> 1077<F1>
<OTHER-INCOME> 2176<F1>
<EXPENSES-NET> (3113)<F1>
<NET-INVESTMENT-INCOME> 733<F1>
<REALIZED-GAINS-CURRENT> 37815
<APPREC-INCREASE-CURRENT> 41660
<NET-CHANGE-FROM-OPS> 80147
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (507)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 32784<F1>
<NUMBER-OF-SHARES-REDEEMED> (4583)<F1>
<SHARES-REINVESTED> 59<F1>
<NET-CHANGE-IN-ASSETS> 472580
<ACCUMULATED-NII-PRIOR> (1)
<ACCUMULATED-GAINS-PRIOR> 588
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1625<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3097<F1>
<AVERAGE-NET-ASSETS> 162567<F1>
<PER-SHARE-NAV-BEGIN> 8.37<F1>
<PER-SHARE-NII> (.10)<F1>
<PER-SHARE-GAIN-APPREC> 4.85<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.07)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.05<F1>
<EXPENSE-RATIO> 1.91<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 034
<NAME> SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 493395
<INVESTMENTS-AT-VALUE> 537807
<RECEIVABLES> 22974
<ASSETS-OTHER> 61037
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 621818
<PAYABLE-FOR-SECURITIES> 10167
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2297
<TOTAL-LIABILITIES> 12464
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 523587
<SHARES-COMMON-STOCK> 12543<F1>
<SHARES-COMMON-PRIOR> 779<F1>
<ACCUMULATED-NII-CURRENT> 671
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 37811
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 47285
<NET-ASSETS> 161622<F1>
<DIVIDEND-INCOME> 179<F1>
<INTEREST-INCOME> 341<F1>
<OTHER-INCOME> 755<F1>
<EXPENSES-NET> 1336<F1>
<NET-INVESTMENT-INCOME> (61)<F1>
<REALIZED-GAINS-CURRENT> 37815
<APPREC-INCREASE-CURRENT> 41660
<NET-CHANGE-FROM-OPS> 80147
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (84)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13752<F1>
<NUMBER-OF-SHARES-REDEEMED> (1998)<F1>
<SHARES-REINVESTED> 10<F1>
<NET-CHANGE-IN-ASSETS> 472580
<ACCUMULATED-NII-PRIOR> (1)
<ACCUMULATED-GAINS-PRIOR> 588
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 502<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1352<F1>
<AVERAGE-NET-ASSETS> 50176<F1>
<PER-SHARE-NAV-BEGIN> 8.34<F1>
<PER-SHARE-NII> (.18)<F1>
<PER-SHARE-GAIN-APPREC> 4.80<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.07)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.89<F1>
<EXPENSE-RATIO> 2.66<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
</TABLE>
