<PAGE>
File No. 33-44186
811-6485
As filed with the Securities and Exchange Commission on February __, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 23 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 25 |X|
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
(Exact name of registrant as specified in charter)
- --------------------------------------------------------------------------------
100 PARK AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive office)
Registrant's Telephone Number: 212-850-1864 or Toll Free: 800-221-2450
- --------------------------------------------------------------------------------
THOMAS G. ROSE, Treasurer, 100 Park Avenue, New York, New York 10017
(Name and address of agent for service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (check appropriate box):
|X| immediately upon filing pursuant to paragraph (b)
|_| on (date) pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on (date) pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a) (2)
|_| on (date) pursuant to paragraph (a)(2) 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
23, 1996.
<PAGE>
File No. 33-44186
811-6485
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
POST-EFFECTIVE AMENDMENT NO. 23
CROSS REFERENCE SHEET
Pursuant to Rule 481(a)
<TABLE>
<CAPTION>
Form N-1A Part A-Item No. Location in Prospectus
- ------------------------- ----------------------
<S> <C>
1. Cover Page Cover Page
2. Synopsis Summary of Series Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Cover Page; Organization and Capitalization
5. Management of Fund Management Services
5a. Manager's Discussion of Fund Performance Management Services
6. Capital Stock and Other Securities Organization and Capitalization
7. Purchase of Securities Being Offered Alternative Distribution System; Purchase of Shares; Administration,
Shareholder Services and Distribution Plans
8. Redemption or Repurchase Telephone Transactions; Redemption of Shares; Exchange Privilege
9. Legal Proceedings Not applicable
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; Appendix C
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
</TABLE>
<PAGE>
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
Seligman Henderson International Fund
Seligman Henderson Emerging Markets Growth Fund
Seligman Henderson Global Growth Opportunities Fund
Seligman Henderson Global Smaller Companies Fund
Seligman Henderson Global Technology Fund
100 Park Avenue . New York, New York 10017
New York City Telephone: (212) 850-1864
Toll-Free Telephone: (800) 221-2450 all continental United States
For Retirement Plan Information -- Toll-Free Telephone: (800) 445-1777
March 1, 1997
SELIGMAN HENDERSON INTERNATIONAL FUND (the "International Fund") seeks long-
term capital appreciation primarily by making investments in securities of
non-United States issuers.
SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND (the "Emerging Markets
Growth Fund") seeks long-term capital appreciation by investing at least 65%
of its assets in equity securities of companies in emerging markets. Because
of the special risks involved with investing in securities of emerging market
companies, an investment in the Emerging Markets Growth Fund should be
considered speculative and not appropriate for individuals who require safety
of principal or stable income from their investments.
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND (the "Global Growth Op-
portunities Fund") seeks long-term capital appreciation by investing primarily
in equity securities of companies that have the potential to benefit from
global economic or social trends.
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND (the "Global Smaller Compa-
nies Fund") seeks long-term capital appreciation primarily by making global
investments in companies with small to medium market capitalization.
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND (the "Global Technology Fund")
seeks long-term capital appreciation by making global investments of at least
65% of its assets in securities of companies with business operations in tech-
nology and technology-related industries.
The International Fund, The Emerging Markets Growth Fund, the Global Growth
Opportunities Fund, the Global Smaller Companies Fund and the Global Technol-
ogy Fund (each individually, a "Series") are each a separate series of Selig-
man Henderson Global Fund Series, Inc. (the "Fund"), an open-end diversified
management investment company. The Fund may offer additional series in the fu-
ture. There can be no assurance that a Series will achieve its investment ob-
jective. For a description of each Series' investment objective and policies,
including the risk factors associated with an investment in the Fund, see "In-
vestment Objectives and Policies."
The Fund is managed by J. & W. Seligman & Co. Incorporated (the "Manager").
Seligman Henderson Co. (the "Subadviser") supervises and directs the Fund's
global investments. The Fund's distributor is Seligman Financial Services,
Inc., an affiliate of the Manager.
(continued on following page)
This Prospectus sets forth concisely the information a prospective investor
should know about the Fund and the Series before investing. Please read it
carefully before you invest and keep it for future reference. Additional in-
formation, including a Statement of Additional Information, has been filed
with the Securities and Exchange Commission. The Statement of Additional In-
formation is available upon request without charge by calling or writing the
Fund at the telephone numbers or the address set forth above. The Statement of
Additional Information is dated the same date as this Prospectus and is incor-
porated herein by reference in its entirety.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR
ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
Each Series offers three classes of shares. Class A shares are sold subject
to an initial sales load of up to 4.75% and an annual service fee currently
charged at a rate of up to .25% of the average daily net asset value of the
Class A shares. Class A Shares purchased in an amount of $1,000,000 or more
are sold without an initial sales load but are subject to a contingent de-
ferred sales load ("CDSL") of 1% on redemptions within eighteen months of pur-
chase. Class B shares are sold without an initial sales load but are subject
to a CDSL of 5% on redemptions in the first year after purchase of such
shares, declining to 1% in the sixth year and 0% thereafter, an annual distri-
bution fee of .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 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 shares will be assessed on
the lesser of the current net asset value or the original purchase price of
the shares redeemed. No CDSL will be imposed on shares acquired through the
reinvestment of dividends or distributions received from any class of shares.
See "Alternative Distribution System." Shares of a Series may be purchased
through any authorized investment dealer.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary of Series Expenses............ 3
Financial Highlights.................. 6
Alternative Distribution System....... 10
Investment Objectives and Policies.... 12
Management Services................... 21
Purchase of Shares.................... 24
Telephone Transactions................ 30
Redemption of Shares.................. 31
Administration, Shareholder Services
and
Distribution Plans................... 33
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Exchange Privilege..................... 35
Further Information about Transactions
in the Series......................... 36
Dividends and Distributions............ 37
Federal Income Taxes................... 37
Shareholder Information................ 39
Advertising a Series' Performance...... 41
Organization and Capitalization........ 41
</TABLE>
2
<PAGE>
SUMMARY OF SERIES EXPENSES
The purpose of these tables is to assist investors in understanding the var-
ious costs and expenses which shareholders of the Fund bear directly or indi-
rectly. The sales load on Class A shares is a one-time charge paid at the time
of purchase of shares. Reductions in initial sales loads are available in cer-
tain circumstances. Class A shares are not subject to an initial sales load
for purchases of $1,000,000 or more; however, such shares are subject to a
CDSL, a one-time charge, only if the shares are redeemed within eighteen
months of purchase. The CDSLs on Class B and Class D shares are one-time
charges paid only if shares are redeemed within six years or one year of pur-
chase, respectively. For more information concerning reductions in sales loads
and for a more complete description of the various costs and expenses, see
"Purchase of Shares," "Redemption of Shares" and "Management Services" herein.
Each Series' Administration, Shareholder Services and Distribution Plan to
which the caption "12b-1 Fees" relates is discussed under "Administration,
Shareholder Services and Distribution Plans" herein.
<TABLE>
<CAPTION>
INTERNATIONAL FUND
----------------------------------------------------
CLASS A CLASS B CLASS D
------- ------- -------
(DEFERRED (DEFERRED SALES
(INITIAL SALES LOAD SALES LOAD LOAD
ALTERNATIVE) ALTERNATIVE) ALTERNATIVE)
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load Imposed
on Purchases (as a
percentage of offering
price)................... 4.75% None None
Sales Load on Reinvested None None None
Dividends................
Deferred Sales Load (as a
percentage of original None; 5% in 1st year 1% in first year
purchase price or except 1% in 4% in 2nd year None
redemption first 18 months 3% in 3rd and thereafter
proceeds, whichever is if initial sales 4th years
lower)................... load was waived 2% in 5th year
in full due to size 1% in 6th year
of purchase None thereafter
Redemption Fees........... None None None
Exchange Fees............. None None None
<CAPTION>
CLASS A CLASS B* CLASS D
------- -------- -------
<S> <C> <C> <C>
ANNUAL SERIES OPERATING
EXPENSES FOR FISCAL 1996
(AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees........... 1.00% 1.00% 1.00%
12b-1 Fees................ .17 1.00** 1.00**
Other Expenses............ .64 .64 .64
------ ------ ------
Total Fund Operating
Expenses................. 1.81% 2.64% 2.64%
===== ===== =====
</TABLE>
THE FOLLOWING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FU-
TURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN AND THE
5% ANNUAL RETURN USED IN THIS EXAMPLE IS A HYPOTHETICAL RATE.
<TABLE>
<CAPTION>
INTERNATIONAL FUND
------------------------
EXAMPLE CLASS A CLASS B+ CLASS D
- ------- ------- -------- -------
<S> <C> <C> <C>
An investor would pay the following expenses on a
$1,000 investment, assuming (i) a 5% annual return
and (ii) redemption at the end of the period shown:
1 year............................................. $ 65 $ 77 $ 37++
3 years............................................ 102 112 82
5 years............................................ 141 160 140
10 years............................................ 250 277 297
</TABLE>
- -------
* Estimated based on expenses incurred during fiscal 1996.
** 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 Securi-
ties Dealers Inc., the aggregate deferred sales loads and distribution fees
on Class B and Class D shares of each Series may not exceed 6.25% of total
gross sales, subject to certain exclusions. The maximum sales charge rule
is applied separately to each class. The 6.25% limitation is imposed on
each Series rather than on a per shareholder basis. Therefore, a long-term
Class B or Class D shareholder of a Series may pay more in total sales
loads (including distribution fees) than the economic equivalent of 6.25%
of such shareholder's investment in such shares.
+ Assuming (1) a 5% annual return and (2) no redemption at the end of the pe-
riod, the expense on a $1,000 investment would be $27 for 1 year, $82 for 3
years and $140 for 5 years. The expenses shown for the ten-year period re-
flect the conversion of Class B shares to Class A shares after 8 years.
++ Assuming (i) a 5% annual return and (ii) no redemption at the end of one
year, the expenses on a $1,000 investment would be $27.
3
<PAGE>
SUMMARY OF SERIES EXPENSES (continued)
<TABLE>
<CAPTION>
EMERGING MARKETS GROWTH FUND GLOBAL GROWTH OPPORTUNITIES FUND
---------------------------------------------------- ------------------------------------------------
CLASS A CLASS B CLASS D CLASS A CLASS B CLASS D
------- ------- ------- ------- ------- -------
(INITIAL (DEFERRED (DEFERRED (INITIAL (DEFERRED (DEFERRED
SALES LOAD SALES LOAD SALES LOAD SALES LOAD SALES LOAD SALES LOAD
ALTERNATIVE) ALTERNATIVE) ALTERNATIVE) ALTERNATIVE) ALTERNATIVE) ALTERNATIVE)
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER
TRANSACTION
EXPENSES
Maximum Sales Load
Imposed on
Purchases (as a
percentage of
offering price).... 4.75% None None 4.75% None None
Sales Load on None None None None None None
Reinvested
Dividends..........
Deferred Sales Load
(as a percentage of
original purchase None; 5% in 1st year 1% in first year None; 5% in 1st year 1% in
price or redemption except 1% in 4% in 2nd year None except 1% in 4% in 2nd year first year
proceeds, whichever first 18 months 3% in 3rd and thereafter first 18 months 3% in 3rd and None
is lower).......... if initial sales 4th years if initial sales 4th years thereafter
load was waived 2% in 5th year load was waived 2% in 5th year
in full due to size 1% in 6th year in full due to size 1% in 6th year
of purchase None thereafter of purchase None thereafter
Redemption Fees..... None None None None None None
Exchange Fees....... None None None None None None
<CAPTION>
CLASS A CLASS B CLASS D CLASS A CLASS B* CLASS D
------- ------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
ANNUAL SERIES
OPERATING EXPENSES
FOR FISCAL 1996 (AS
A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees..... 1.25% 1.25% 1.25% 1.00% 1.00% 1.00%
12b-1 Fees.......... .22 1.00** 1.00** .24 1.00** 1.00**
Other Expenses...... 1.00 1.00 1.00 .67 .67 .67
------ ------ ------ ------ ------ ------
Total Fund Operating
Expenses........... 2.47% 3.25% 3.25% 1.91% 2.67% 2.67%
===== ===== ===== ===== ===== =====
</TABLE>
The expense table and example below for the Emerging Markets Growth Fund are
based on estimated amounts for the current fiscal year and reflect voluntary
undertakings by the Manager and the Subadviser to waive a portion of their
fees and/or reimburse expenses for such Series such that total operating
expenses for the current fiscal year other than 12b-1 fees will not exceed an
annualized rate of 2.25% of the average net assets of each class. In the
absence of these undertakings, it is estimated that "Total Fund Operating
Expenses" would be 2.52% for Class A shares and 3.30% for Class B and Class D
shares.
THE FOLLOWING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FU-
TURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN AND THE
5% ANNUAL RETURN USED IN THIS EXAMPLE IS A HYPOTHETICAL RATE.
<TABLE>
<CAPTION>
EMERGING MARKETS GROWTH GLOBAL GROWTH
FUND OPPORTUNITIES FUND
------------------------ ------------------------
EXAMPLE CLASS A CLASS B+ CLASS D CLASS A CLASS B+ CLASS D
- ------- ------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
An investor would pay the
following expenses on a
$1,000 investment,
assuming (i) a 5% annual
return and
(ii) redemption at the
end of the period shown:
1 year................... $ 71 $ 83 $ 43++ $ 66 $ 77 $ 37++
3 years.................. 121 130 100 105 113 83
5 years.................. 173 190 170 146 162 142
10 years.................. 315 337 355 260 282 300
</TABLE>
- -------
* Estimated based on expenses incurred during fiscal 1996.
** 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 Securi-
ties Dealers Inc., the aggregate deferred sales loads and distribution fees
on Class B and Class D shares of each Series may not exceed 6.25% of total
gross sales, subject to certain exclusions. The maximum sales charge rule
is applied separately to each class. The 6.25% limitation is imposed on
each Series rather than on a per shareholder basis. Therefore, a long-term
Class B or Class D shareholder of a Series may pay more in total sales
loads (including distribution fees) than the economic equivalent of 6.25%
of such shareholder's investment in such shares.
+ Assuming (1) a 5% annual return and (2) no redemption at the end of the pe-
riod, the expense on a $1,000 investment would be: Emerging Markets Growth
Fund--$33 for 1 year, $100 for 3 years and $170 for 5 years; Global Growth
Opportunities Fund--$27 for 1 year, $83 for 3 years and $142 for 5 years.
The expenses shown for the ten-year period reflect the conversion of Class B
shares to Class A shares after 8 years.
++ Assuming (i) a 5% annual return and (ii) no redemption at the end of one
year, the expenses on a $1,000 investment would be: Emerging Markets Growth
Fund--$33; Global Growth Opportunities Fund--$27.
4
<PAGE>
SUMMARY OF SERIES EXPENSES (continued)
<TABLE>
<CAPTION>
GLOBAL SMALLER COMPANIES FUND GLOBAL TECHNOLOGY FUND
------------------------------------------------ ------------------------------------------------
CLASS A CLASS B CLASS D CLASS A CLASS B CLASS D
------- ------- ------- ------- ------- -------
(INITIAL (DEFERRED (DEFERRED (INITIAL (DEFERRED (DEFERRED
SALES LOAD SALES LOAD SALES LOAD SALES LOAD SALES LOAD SALES LOAD
ALTERNATIVE) ALTERNATIVE) ALTERNATIVE) ALTERNATIVE) ALTERNATIVE) ALTERNATIVE)
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load
Imposed on Purchases
(as a percentage of
offering price)........ 4.75% None None 4.75% None None
Sales Load on Reinvested
Dividends.............. None None None None None None
Deferred Sales Load (as
a percentage of
original purchase price None; 5% in 1st year 1% during None; 5% in 1st year 1% during
or redemption proceeds, except 1% in 4% in 2nd year first year except 1% in 4% in 2nd year first year
whichever is lower).... first 18 months 3% in 3rd and None first 18 months 3% in 3rd and None
if initial sales 4th years hereafter if initial sales 4th years thereafter
load was waived 2% in 5th year load was waived 2% in 5th year
in full due to size 1% in 6th year in full due to size 1% in 6th year
of purchase None thereafter of purchase None thereafter
Redemption Fees......... None None None None None None
Exchange Fees........... None None None None None None
<CAPTION>
CLASS A CLASS B* CLASS D CLASS A CLASS B* CLASS D
------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
ANNUAL SERIES OPERATING
EXPENSES FOR FISCAL
1996 (AS A PERCENTAGE
OF AVERAGE NET ASSETS)
Management Fees......... 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
12b-1 Fees.............. .24 1.00** 1.00** .23 1.00** 1.00**
Other Expenses.......... .51 .51 .51 .52 .52 .52
------ ------ ------ ------ ------- ------
Total Fund Operating
Expenses............... 1.75% 2.51% 2.51% 1.75% 2.52% 2.52%
===== ===== ===== ===== ===== =====
</TABLE>
THE FOLLOWING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FU-
TURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN AND THE
5% ANNUAL RETURN USED IN THIS EXAMPLE IS A HYPOTHETICAL RATE.
<TABLE>
<CAPTION>
GLOBAL SMALLER
COMPANIES FUND GLOBAL TECHNOLOGY FUND
------------------------ ------------------------
EXAMPLE CLASS A CLASS B+ CLASS D CLASS A CLASS B+ CLASS D
- ------- ------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
An investor would pay the
following expenses on a
$1,000 investment,
assuming (i) a 5% annual
return and
(ii) redemption at the
end of the period shown:
1 year................... $ 64 $ 75 $ 35++ $ 64 $ 76 $ 36++
3 years.................. 100 108 78 100 108 78
5 years.................. 138 154 134 138 154 134
10 years.................. 244 266 285 244 267 286
</TABLE>
- -------
* Estimated based on expenses incurred during fiscal 1996.
** 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 Securi-
ties Dealers Inc., the aggregate deferred sales loads and distribution fees
on Class B and Class D shares of each Series may not exceed 6.25% of total
gross sales, subject to certain exclusions. The maximum sales charge rule
is applied separately to each class. The 6.25% limitation is imposed on
each Series rather than on a per shareholder basis. Therefore, a long-term
Class B or Class D shareholder of a Series may pay more in total sales
loads (including distribution fees) than the economic equivalent of 6.25%
of such shareholder's investment in such shares.
+ Assuming (1) a 5% annual return and (2) no redemption at the end of the pe-
riod, the expense on a $1,000 investment would be: Global Smaller Companies
Fund--$25 for 1 year, $78 for 3 years and $134 for 5 years; Global Technol-
ogy Fund--$26 for 1 year, $78 for 3 years and 134 for 5 years. The expenses
shown for the ten-year period reflect the conversion of Class B shares to
Class A shares after 8 years.
++ Assuming (i) a 5% annual return and (ii) no redemption at the end of one
year, the expenses on a $1,000 investment would be: Global Smaller Compa-
nies Fund--$25; Global Technology Fund--$26.
5
<PAGE>
FINANCIAL HIGHLIGHTS
Each Series' financial highlights for the periods presented below have been
audited by Deloitte & Touche llp, independent auditors. This information,
which is derived from the financial and accounting records of the Series,
should be read in conjunction with the financial statements and notes con-
tained in the Fund's 1996 Annual Report, which is incorporated by reference in
the Fund's Statement of Additional Information, copies of which may be ob-
tained from the Fund at the telephone numbers or address provided on the cover
page of this Prospectus.
The per share operating performance data is designed to allow investors to
trace the operating performance, on a per share basis, from a Class' 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.
<TABLE>
<CAPTION>
NET REALIZED
& UNREALIZED INCREASE
NET ASSET NET NET REALIZED GAIN (LOSS) (DECREASE) NET INCREASE
VALUE AT INVESTMENT & UNREALIZED FROM FOREIGN FROM DISTRIBUTIONS (DECREASE) IN
FISCAL YEAR BEGINNING INCOME GAIN (LOSS) CURRENCY INVESTMENT DIVIDENDS FROM NET GAIN NET ASSET
OR PERIOD OF PERIOD (LOSS)*** ON INVESTMENTS TRANSACTIONS OPERATIONS PAID REALIZED VALUE
----------- --------- ---------- -------------- ------------ ---------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INTERNATIONAL FUND
CLASS A:
Year ended 10/31/96... $16.71 $ 0.05 $1.77 $(0.44) $1.38 $ -- $(0.92) $0.46
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 B:
4/22/96*-10/31/96..... 17.38 (0.03) (0.54) (0.07) (0.64) -- -- (0.64)
CLASS D:
Year ended 10/31/96... 16.43 (0.08) 1.75 (0.44) 1.23 -- (0.92) 0.31
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
EMERGING MARKETS GROWTH FUND
CLASS A:
5/28/96*-10/31/96..... 7.14 (0.02) (0.25) (0.09) (0.36) -- -- (0.36)
CLASS B:
5/28/96*-10/31/96..... 7.14 (0.04) (0.25) (0.09) (0.38) -- -- (0.38)
CLASS D:
5/28/96*-10/31/96..... 7.14 (0.04) (0.25) (0.09) (0.38) -- -- (0.38)
</TABLE>
- -------
The data provided above for the International Fund's Class A shares reflects
historical information and therefore has not been adjusted to reflect, for the
period prior to its implementation on September 21, 1993, the effect of the
Administration, Shareholder Services and Distribution Plan.
6
<PAGE>
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. The total return based on net asset value
measures a Class' performance assuming investors purchased Fund shares at net
asset value as of the beginning of each period, invested dividends and capital
gains paid at net asset value, and then sold their shares at the net asset
value per share on the last day of the period. The total return computations
do not reflect any sales loads investors may incur in purchasing or selling
shares of a Series. The total returns for periods of less than one year are
not annualized.
Average commission rate paid represents the average commissions paid by the
Series 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.
<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------
NET INVESTMENT
NET ASSET TOTAL RETURN EXPENSES TO INCOME (LOSS) AVERAGE NET ASSETS AT
VALUE AT BASED ON AVERAGE TO AVERAGE PORTFOLIO COMMISSION END OF PERIOD
END OF PERIOD NET ASSET VALUE NET ASSETS NET ASSETS TURNOVER RATE PAID (000S OMITTED)
- ------------- --------------- ----------- -------------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
$17.17 8.43% 1.81% 0.28% 55.71% $0.0180 $50,998
16.71 (1.24) 1.69 0.35 60.70 48,763
17.67 12.85 1.63 0.27 39.59 62,922
15.98 34.78 1.75 0.27 46.17 33,134
11.89 (0.92) 1.75+ 1.25+ 12.77 14,680
16.74 (3.68) 2.66+ (0.35)+ 55.71+++ 0.0180+++ 2,843
16.74 7.62 2.64 0.47 55.71 0.0180 47,917
16.43 (2.08) 2.50 (0.44) 60.70 31,273
17.53 12.03 2.50 (0.53) 39.59 19,903
15.96 4.79 2.50+ (1.86)+ 46.17++ 1,648
6.78 (5.04) 2.22+ (0.69)+ 12.24 0.0156 19,864
6.76 (5.32) 3.00+ (1.47)+ 12.24 0.0156 10,541
6.76 (5.32) 3.00+ (1.47)+ 12.24 0.0156 13,664
<CAPTION>
WITHOUT MANAGEMENT FEE WAIVER
AND/OR EXPENSE REIMBURSEMENT***
-----------------------------------------
RATIO OF
RATIO OF NET INVESTMENT
NET ASSET NET INVESTMENT EXPENSES TO INCOME (LOSS)
VALUE AT INCOME (LOSS) AVERAGE TO AVERAGE
END OF PERIOD PER SHARE NET ASSETS NET ASSETS
- ------------- -------------- ----------- --------------
<S> <C> <C> <C>
$17.17
16.71
17.67
15.98 $(0.04) 2.30% (0.28)%
11.89 -- 2.92+ 0.08+
16.74
16.74
16.43 (0.09) 2.62 (0.56)
17.53 (0.11) 2.67 (0.70)
15.96 (0.11) 8.49+ (7.84)+
6.78 (0.05) 3.02+ (1.49)+
6.76 (0.07) 3.80+ (2.27)+
6.76 (0.07) 3.80+ (2.27)+
</TABLE>
- -------
* Commencement of operations.
** Commencement of investment operations.
*** The Manager and Subadviser, at their discretion, waived a portion of their
fees and, in some cases, the Subadviser reimbursed certain expenses for
the periods indicated.
+ Annualized.
++ For the year ended October 31, 1993.
+++ For the year ended October 31, 1996.
7
<PAGE>
<TABLE>
<CAPTION>
NET REALIZED
& UNREALIZED INCREASE
NET ASSET NET NET REALIZED GAIN (LOSS) (DECREASE) NET INCREASE
VALUE AT INVESTMENT & UNREALIZED FROM FOREIGN FROM DISTRIBUTIONS (DECREASE) IN
FISCAL YEAR BEGINNING INCOME GAIN (LOSS) CURRENCY INVESTMENT DIVIDENDS FROM NET GAIN NET ASSET
OR PERIOD OF PERIOD (LOSS)*** ON INVESTMENTS TRANSACTIONS OPERATIONS PAID REALIZED VALUE
----------- --------- ---------- -------------- ------------ ---------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GLOBAL GROWTH OPPORTUNITIES FUND
CLASS A:
11/1/95*-10/31/96.... $ 7.14 $(0.03) $ 1.12 $(0.15) $ 0.94 $ -- $ -- $ 0.94
CLASS B:
4/22/96*-10/31/96.... 8.04 (0.04) 0.06 (0.04) (0.02) -- -- (0.02)
CLASS D:
11/1/95*-10/31/96.... 7.14 (0.09) 1.12 (0.15) 0.88 -- -- 0.88
GLOBAL SMALLER
COMPANIES FUND
CLASS A:
Year ended 10/31/96.. 13.90 -- 2.38 (0.18) 2.20 -- (0.96) 1.24
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 B:
4/22/96*-10/31/96.... 14.44 (0.06) 0.33 0.01 0.28 -- -- 0.28
CLASS D:
Year ended 10/31/96.. 13.63 (0.11) 2.34 (0.18) 2.05 -- (0.96) 1.09
Year ended 10/31/95.. 11.80 (0.12) 2.20 0.08 2.16 -- (0.33) 1.83
Year ended 10/31/94.. 9.94 (0.16) 1.57 0.51 1.92 -- (0.06) 1.86
5/3/93*-10/31/93..... 8.52 (0.05) 1.60 (0.13) 1.42 -- -- 1.42
GLOBAL TECHNOLOGY FUND
CLASS A:
Year ended 10/31/96.. 13.05 (0.08) (0.92) 0.05 (0.95) (0.02) (0.77) (1.74)
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 B:
4/22/96*-10/31/96.... 11.47 (0.08) (0.39) 0.09 (0.38) -- -- (0.38)
CLASS D:
Year ended 10/31/95.. 12.89 (0.17) (0.91) 0.05 (1.03) -- (0.77) (1.80)
Year ended 10/31/95.. 8.34 (0.18) 4.85 (0.05) 4.62 -- (0.07) 4.55
5/23/94*-10/31/94.... 7.14 (0.04) 1.08 0.16 1.20 -- -- 1.20
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------
NET INVESTMENT
NET ASSET TOTAL RETURN EXPENSES TO INCOME (LOSS) AVERAGE NET ASSETS AT
VALUE AT BASED ON AVERAGE TO AVERAGE PORTFOLIO COMMISSION END OF PERIOD
END OF PERIOD NET ASSET VALUE NET ASSETS NET ASSETS TURNOVER RATE PAID (000S OMITTED)
- ------------- --------------- ----------- -------------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
$ 8.08 13.17% 1.91% (0.53)% 31.44% $ 0.0160 $ 107,509
8.02 (0.25) 2.53+ (1.13)+ 31.44+++ 0.0160+++ 9,257
8.02 12.33 2.67 (1.25) 31.44 0.0160 53,540
15.14 16.95 1.75 0.01 45.38 0.0211 350,359
13.90 20.10 1.83 (0.20) 63.05 102,479
11.93 20.28 1.92 (0.77) 62.47 46,269
9.98 39.86 1.98 (0.29) 60.03 20,703
7.15 0.14 1.75+ 0.13+ -- 1,562
14.72 1.94 2.54+ (0.80)+ 45.38+++ 0.0211+++ 103,968
14.72 16.14 2.51 (0.75) 45.38 0.0211 285,477
13.63 19.11 2.61 (0.97) 63.05 85,548
11.80 19.45 2.70 (1.53) 62.47 38,317
9.94 16.67 2.75+ (1.35)+ 60.03++ 10,344
11.31 (7.33) 1.75 (0.74) 73.00 0.0182 499,858
13.05 57.31 1.91 (0.89) 87.42 447,732
8.37 17.23 2.00+ (0.45)+ 29.20 50,719
11.09 (3.31) 2.51+ (1.40)+ 73.00+++ 0.0182+++ 18,840
11.09 (8.07) 2.52 (1.50) 73.00 0.0182 197,412
12.89 55.95 2.66 (1.63) 87.42 161,622
8.34 16.81 2.75+ (1.22)+ 29.20 6,499
<CAPTION>
WITHOUT MANAGEMENT FEE WAIVER
AND/OR EXPENSE REIMBURSEMENT***
-----------------------------------------
RATIO OF
RATIO OF NET INVESTMENT
NET ASSET NET INVESTMENT EXPENSES TO INCOME (LOSS)
VALUE AT INCOME (LOSS) AVERAGE TO AVERAGE
END OF PERIOD PER SHARE NET ASSETS NET ASSETS
- ------------- -------------- ----------- --------------
<S> <C> <C> <C>
$ 8.08
8.02
8.02
15.14
13.90
11.93
9.98 $(0.18) 3.90% (2.21)%
7.15 (0.07) 12.28+ (10.44)+
14.72
14.72
13.63
11.80
9.94 (0.11) 4.25+ (2.85)+
11.31
13.05
8.37 (0.02) 2.18+ (0.63)+
11.09
11.09
12.89
8.34 (0.06) 3.36+ (1.83)+
</TABLE>
- -------
* Commencement of operations.
** Commencement of investment operations.
*** The Manager and Subadviser, at their discretion, waived a portion of their
fees and, in some cases, the Subadviser reimbursed certain expenses for the
periods indicated.
+ Annualized.
++ For the year ended October 31, 1993.
+++ For the year ended October 31, 1996.
9
<PAGE>
ALTERNATIVE DISTRIBUTION SYSTEM
Each Series offers three classes of shares. Class A shares are sold to in-
vestors who have concluded that they would prefer to pay an initial sales load
and have the benefit of lower continuing fees. Class B shares are sold to in-
vestors choosing to pay no initial sales load, a higher distribution fee and a
CDSL with respect to redemptions within six years of purchase and who desire
shares to convert automatically to Class A shares after eight years. Class D
shares are sold to investors choosing to pay no initial sales load, a higher
distribution fee and, with respect to redemptions within one year of purchase,
a CDSL. The Alternative Distribution System allows investors to choose the
method of purchasing shares that is most beneficial in light of the amount of
the purchase, the length of time the shares are expected to be held and other
relevant circumstances. Investors should determine whether under their partic-
ular circumstances it is more advantageous to incur an initial sales load and
be subject to lower ongoing fees, as discussed below, or to have the entire
initial purchase price invested in a Series with the investment thereafter be-
ing subject to higher ongoing fees and either a CDSL for a six-year period
with automatic conversion to Class A shares after eight years or a CDSL for a
one-year period with no automatic conversion to Class A shares.
Investors who expect to maintain their investment for an extended period of
time might choose to purchase Class A shares because over time the accumulated
continuing distribution fees of Class B and Class D shares may exceed the ini-
tial sales load and lower distribution fee of Class A shares. This considera-
tion must be weighed against the fact that the amount invested in a Series
will be reduced by the initial sales load on Class A shares deducted at the
time of purchase. Furthermore, the higher distribution fees on Class B and
Class D shares will be offset to the extent any return is realized on the ad-
ditional funds initially invested therein that would have been equal to the
amount of the initial sales load on Class A shares.
Investors who qualify for reduced initial sales loads, as described under
"Purchase of Shares" below, might also choose to purchase Class A Shares be-
cause the sales load deducted at the time of purchase would be less or waived
in full. However, investors should consider the effect of the 1% CDSL imposed
on shares on which the initial sales load was waived in full because the
amount of Class A shares purchased reached $1,000,000. In addition, Class B
shares will be converted automatically to Class A shares after a period of ap-
proximately eight years, and thereafter investors will be subject to lower on-
going fees. Shares purchased through reinvestment of dividends and distribu-
tions on Class B shares also will convert automatically to Class A shares
along with the underlying shares on which they were earned.
Alternatively, some investors might choose to have all of their funds in-
vested initially in Class B or Class D shares, although remaining subject to a
higher continuing distribution fee and, for a six-year or one-year period, a
CDSL as described below. For example, an investor who does not qualify for re-
duced sales loads would have to hold Class A shares for more than 6.33 years
for the Class B or Class D distribution fee to exceed the initial sales load
plus the distribution fee on Class A shares. This example does not take into
account the time value of money, which further reduces the impact of the Class
B and Class D shares' 1% distribution fee, fluctuations in net asset value or
the effect of the return on the investment over this period of time.
Investors should bear in mind that total asset based sales charges (i.e.,
the higher continuing distribution fee plus the CDSL) on Class B shares that
are redeemed may exceed the total asset based sales charges that would be pay-
able on 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 quali-
fies for a reduced sales load on the Class A shares.
Investors should understand that the purpose and function of the initial
sales load (and deferred sales load, when applicable) with respect to Class A
shares is the same as those of the deferred sales loads and higher distribu-
tion fees with respect to Class B and Class D shares in that the sales loads
and fees applicable to each class provide for the financing of the distribu-
tion of the shares of the Series.
10
<PAGE>
Class B and Class D shares are subject to the same ongoing distribution fees
but Class D shares are subject to a CDSL for a shorter period of time (one
year as opposed to six years) than Class B shares. However, unlike Class D
shares, Class B shares automatically convert to Class A shares, which are sub-
ject to lower ongoing distribution fees.
The three classes of shares of a Series represent interests in the same
portfolio of investments, have the same rights and are generally identical in
all respects except that each class bears its separate distribution and, po-
tentially, certain other class expenses and has exclusive voting rights with
respect to any matter on which a separate vote of any class is required by the
Investment Company Act of 1940, as amended (the "1940 Act"), or Maryland law.
The net income attributable to each class and dividends payable on the shares
of each class will be reduced by the amount of distribution and other expenses
of each class. Class B and Class D shares bear higher distribution fees, which
will cause the Class B and Class D shares to pay lower dividends than the
Class A shares. The three classes also have separate exchange privileges.
The Directors of the Fund believe that no conflict of interest currently ex-
ists between the Class A, Class B and Class D shares of each Series. On an on-
going basis, the Directors, in the exercise of their fiduciary duties under
the 1940 Act and Maryland law, will seek to ensure that no such conflict aris-
es. 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 rea-
sonably 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 ongo-
ing 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 ad-
vantageous to have all their assets invested initially and they are uncertain
as to the length of time they intend to hold their assets in one of the Series
or another Seligman Mutual Fund 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 in-
vestment subject to higher distribution fees for an indefinite period of time.
Each class has advantages and disadvantages for different investors, and in-
vestors should choose the class that best suits their circumstances and their
objectives.
<TABLE>
<CAPTION>
ANNUAL
12B-1 FEES
INITIAL (AS A % OF AVERAGE OTHER
SALES LOAD DAILY NET ASSETS) INFORMATION
---------- ------------------ -----------
<S> <C> <C> <C>
CLASS A Maximum Service fee Initial sales load
initial of .25%. waived or reduced
sales load for certain
of 4.75% of purchases. CDSL of
the public 1% on redemptions
offering within 18 months
price. of purchase on
shares on which
initial sales load
was waived in full
due to the size of
the purchase.
CLASS B None Service fee CDSL of:
of .25%; 5% in 1st year
Distribution 4% in 2nd year
fee of .75% 3% in 3rd and 4th
until years
conversion* 2% in 5th year
1% in 6th year
0% after 6th year.
CLASS D None Service fee CDSL of 1% on
of .25%; redemptions within
Distribution one year of
fee of .75%. purchase.
</TABLE>
- -------
* Conversion occurs at the end of the month which precedes the 8th anniversary
of the purchase date. If Class B shares of a Series are exchanged for Class
B shares of one of the other Seligman Mutual Funds (identified under "Ex-
change Privilege") 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.
11
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The International Fund, the Emerging Markets Growth Fund, the Global Growth
Opportunities Fund, the Global Smaller Companies Fund and the Global Technol-
ogy Fund are each a separate series of Seligman Henderson Global Fund Series,
Inc., an open-end diversified management investment company incorporated under
the laws of the state of Maryland on November 22, 1991.
SELIGMAN HENDERSON INTERNATIONAL FUND. The investment objective of the In-
ternational Fund is long-term capital appreciation. The Series seeks to
achieve this objective primarily by making investments in securities of non-
United States issuers. The investment objective is a fundamental policy and
may not be changed without shareholder approval. There can be no assurance
that the Series will achieve its investment objective.
The International Fund may invest in securities of issuers domiciled in any
country. Under normal conditions investments will be made in three principal
regions: The United Kingdom/Continental Europe, the Pacific Basin and Latin
America. Continental European countries include Austria, Belgium, Denmark,
Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Portugal, Spain, Sweden and Switzerland. Pacific Basin countries in-
clude Australia, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zea-
land, Pakistan, the People's Republic of China, the Philippines, Singapore,
Taiwan and Thailand. Latin American countries include Argentina, Brazil, Chi-
le, Mexico and Venezuela.
Under normal market conditions it is anticipated that at least five coun-
tries will be represented in the International Fund's portfolio. Investments
will not nor-mally be made in securities of issuers organized in the United
States and Canada, although under exceptional conditions a large portion of
the Series' assets may temporarily be invested in the United States.
Securities may be included in the International Fund's portfolio without re-
gard to minimum capitalization of their issuers. The Series will generally
purchase securities of medium- to large-sized companies in the principal in-
ternational markets, although it may purchase securities of companies that
have a lower market capitalization in smaller regional markets.
SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND. The investment objective of
the Emerging Markets Growth Fund is long-term capital appreciation. The Series
seeks to achieve its objective by investing at least 65% of its assets in eq-
uity 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 Series will achieve its objective.
The Emerging Markets Growth Fund may invest in securities of issuers domi-
ciled in any country. Under normal conditions, the Series will maintain in-
vestments in at least three emerging countries. The Series seeks to benefit
from policies of economic development that are being adopted by many develop-
ing or emerging countries. These policies include domestic price reform, re-
ducing internal budget deficits, privatizations, encouraging foreign invest-
ments 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 eco-
nomic 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 ex-
cept the United
12
<PAGE>
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. Investing in emerging markets entails a substantial degree of
risk, and, as such, an investment in the Emerging Markets Growth 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 Emerging Markets Growth Fund should not be considered to be
a complete investment program. See "Emerging Market Investment Risk Factors."
Currently, investing in many emerging markets is not feasible or may involve
unacceptable risks. The Emerging Markets Growth Fund will focus its invest-
ments on those emerging countries in which it believes the economies are de-
veloping strongly and in which markets are becoming more sophisticated. The
Series 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 Emerging Markets Growth 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 prin-
cipal office in, an emerging country.
The Subadviser uses a top down method in selecting investments on behalf of
the Emerging Markets Growth 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 cur-
rent 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, so-
cial and political conditions influencing investment opportunities. The
Subadviser will select securities for inclusion in the Series' 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.
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND. The investment objec-
tive of the Global Growth Opportunities Fund is long-term capital apprecia-
tion. The Series seeks to achieve its objective by investing primarily in eq-
uity securities of companies that have the potential to benefit from global
economic or social trends. The Subadviser believes that such trends are re-
shaping the world as it moves towards the new millennium. The trends focused
on include global economic liberalization and the flow of capital through
trade and investment; the globalization of the world's economy; the expansion
of technology as an increasingly important influence on society; the increased
awareness of the importance of protecting the environment; and the increase in
life expectancy leading to changes in consumer demographics and a greater need
for healthcare, security and leisure. The investment objective is a fundamen-
tal policy and may not be changed without shareholder approval. There can be
no assurance that the Series will achieve its investment objective.
The Global Growth Opportunities Fund may invest in securities of issuers
domiciled in any country. Under normal conditions investments will be made in
four principal regions: The United Kingdom/Continental Europe, the Pacific Ba-
sin, Latin America (all of which are
13
<PAGE>
defined above under "Seligman Henderson International Fund") and North Ameri-
ca. Under normal market conditions, the Series' assets will be invested in se-
curities of issuers located in at least three different countries, one of
which may be the United States.
The Subadviser will select securities for inclusion in the Global Growth Op-
portunities Fund's portfolio based on, among other factors, evaluation of a
company's growth prospects, quality of management, liquidity and the relative
valuation of the securities in the markets that the Subadviser has selected
for investment. Securities may be included in the Series' portfolio without
regard to the minimum capitalization of the issuer.
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND. The investment objective
of the Global Smaller Companies Fund is long-term capital appreciation. The
Series seeks to achieve this objective primarily by making global investments
in securities of emerging companies, i.e., companies with small to medium mar-
ket capitalization. The investment objective is a fundamental policy and may
not be changed without shareholder approval. There can be no assurance that
the Series will achieve its investment objective.
The Global Smaller Companies Fund may invest in securities of issuers domi-
ciled in any country. Under normal conditions investments will be made in four
principal regions: the United Kingdom/Continental Europe, the Pacific Basin,
Latin America (all of which are described above under "Seligman Henderson In-
ternational Fund") and North America. Under normal market conditions, the Se-
ries' assets will be invested in securities of issuers located in at least
three different countries, one of which may be the United States.
Under normal market conditions, the Global Smaller Companies Fund will in-
vest at least 65% of its assets in securities of small- to medium-sized compa-
nies with market capitalizations up to $1 billion, although up to 35% of its
total assets may be invested in securities of companies with market capital-
izations over $1 billion. The Board of Directors of the Fund will periodically
review and revise the capitalization requirements of smaller companies as cir-
cumstances may require. The Global Smaller Companies Fund anticipates that it
will continue to hold the securities of smaller companies as those companies
grow or expand so long as those investments continue to offer prospects of
long-term growth. In extraordinary circumstances, the Series may invest for
temporary defensive purposes, without limit, in large capitalization companies
or increase its investments in debt securities.
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND. The investment objective of the
Global Technology Fund is long-term capital appreciation. The Series seeks to
achieve its objective by making global investments of at least 65% of its as-
sets in securities of companies with business operations in technology and
technology-related industries. The investment objective is a fundamental pol-
icy and may not be changed without shareholder approval. There can be no as-
surance that the Series will achieve its investment objective.
The Global Technology Fund may invest in securities of issuers domiciled in
any country. Under normal conditions investments will be made in four
principal regions: the United Kingdom/Continental Europe, the Pacific Basin,
Latin America (all of which are defined above under "Seligman Henderson Inter-
national Fund") and North America. Under normal market conditions, the Series'
assets will be invested in securities of issuers located in at least three
different countries, one of which may be the United States.
The use of existing and developing technologies is an increasingly important
component of human societies in every part of the civilized world. The Global
Technology Fund defines technology as the use of science to create new prod-
ucts and services. As such, the industry comprises not only information tech-
nology and communications but also medical, environmental and bio-technology.
The Series expects
14
<PAGE>
to invest in a broad range of technologies. The technology market is global in
its scope and has exhibited and continues to demonstrate rapid growth both
through increasing demand for existing products and services and the broaden-
ing of the technology market. Penetration rates remain low while emerging
technologies such as multimedia and genetic engineering are opening up com-
pletely new markets. The application of new technology to traditional indus-
tries is, in many cases, revolutionizing both manufacturing and distribution
industries. Nonetheless, older technologies such as photography and print also
are typically represented.
The Subadviser expects to take advantage of valuation anomalies in interna-
tional markets created by the emergence of established U.S. technology trends
in overseas markets and the relative immaturity of the technology sectors in
those countries' securities markets.
Securities of large companies that are well established in the world tech-
nology market can be expected to grow with the market and will frequently be
held in the Global Technology Fund's portfolio; however, rapidly changing
technologies and the expansion of technology and technology-related industries
provide a favorable environment for investment in companies of small- to
medium-size. Consequently, the Series' investments are not subject to any min-
imum capitalization requirement and securities may be included in the Series'
portfolio without regard to the capitalization of the issuer.
GENERAL. In allocating investments among geographic regions and individual
countries, the Subadviser will consider such factors as the relative economic
growth potential of the various economies and securities markets; expected
levels of inflation; financial, social and political conditions influencing
investment opportunities; and the outlook for currency relationships.
Each Series may invest in all types of securities, many of which will be de-
nominated in currencies other than the U.S. dollar. Each Series will normally
invest its assets in equity securities, including common stock, securities
convertible into or exchangeable for common stock, depositary receipts and
warrants. A Series may, however, invest up to 25% of its assets in preferred
stock and debt securities. Dividends or interest income are considered only
when the Subadviser believes that such income will favorably influence the
market value of a security in light of each Series' objective of capital ap-
preciation. Equity securities in which each Series will invest may be listed
on a U.S. or foreign stock exchange or traded in U.S. or foreign over-the-
counter markets.
Debt securities in which each Series may invest are not required to be rated
by a recognized rating agency. As a matter of policy, each Series, with the
exception of the Emerging Markets Growth Fund, will invest only in "investment
grade" debt securities or, in the case of unrated securities, debt securities
that are, in the opinion of the Subadviser, of equivalent quality to "invest-
ment grade" securities. "Investment grade" debt securities are rated within
the four highest rating categories as determined by Moody's Investors Service,
Inc. ("Moody's") or Standard & Poor's Rating Service ("S&P"). Securities rated
within the highest of the four investment grade categories (i.e., Aaa by
Moody's and AAA by S&P) are judged to be of the best quality and carry the
smallest degree of risk. For capital appreciation, the Emerging Markets Growth
Fund may invest up to 5% of its assets in governmental and corporate debt se-
curities that, at the time of purchase by the Series, are rated Baa or lower
by Moody's and BBB or lower by S&P or, if unrated, deemed by the Subadviser to
be of comparable quality. The Emerging Markets Growth Fund will not invest in
debt securities rated lower than C by Moody's or C by S&P or, if unrated,
deemed by the Subadviser to be of comparable quality. Securities rated Baa/BBB
or lower lack high quality investment characteristics and may also have specu-
lative characteristics. (Appendix A to the Statement of Additional Information
contains a description of these rating categories.) Debt securities are inter-
est-rate sensitive; accordingly, their
15
<PAGE>
value tends to decrease when interest rates rise and increase when interest
rates fall.
Each Series may invest in securities represented by European Depositary Re-
ceipts ("EDRs"), American Depositary Receipts ("ADRs") and Global Depositary
Receipts ("GDRs") (collectively, "Depositary Receipts"). ADRs are receipts
generally issued by a domestic bank or trust company that represent the de-
posit of a security of a foreign issuer. ADRs may be publicly traded on ex-
changes 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 typi-
cally issued by foreign banks or trust companies and traded in Europe. Deposi-
tary Receipts may be issued as sponsored or unsponsored programs. In sponsored
programs, the issuer has made arrangements to have its securities traded in
the form of a Depositary Receipt. In unsponsored programs, the issuer may not
be directly involved in the creation of the program. Although regulatory re-
quirements 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 securi-
ties. For purposes of a Series' investment policies, an investment in Deposi-
tary Receipts will be deemed to be an investment in the underlying security.
By investing in foreign securities, a Series will attempt to take advantage
of differences among economic trends and the performance of securities markets
in various countries. To date, the market values of securities of issuers lo-
cated in different countries have moved relatively independently of each oth-
er. During certain periods, the return on equity investments in some countries
has exceeded the return on similar investments in the United States. The
Subadviser believes that, in comparison with investment companies investing
solely in domestic securities, it may be possible to obtain significant appre-
ciation from a portfolio of foreign investments and securities from various
markets that offer different investment opportunities and are affected by dif-
ferent economic trends. International and global diversification reduces the
effect events in any one country will have on a Series' entire investment
portfolio. Of course, a decline in the value of a Series' investments in one
country may offset potential gains from investments in another country.
FOREIGN INVESTMENT RISK FACTORS. Investments in securities of foreign is-
suers may involve risks that are not associated with domestic investments, and
there can be no assurance that a Series' foreign investments will present less
risk than a portfolio of domestic securities. Foreign issuers may lack uniform
accounting, auditing and financial reporting standards, practices and require-
ments, and there is generally less publicly available information about for-
eign issuers than there is about U.S. issuers. Governmental regulation and su-
pervision of foreign stock exchanges, brokers and listed companies may be less
pervasive than is customary in the United States. Securities of some foreign
issuers are less liquid, and their prices are more volatile, than securities
of comparable domestic issuers. Foreign securities settlements may in some in-
stances be subject to delays and related administrative uncertainties which
could result in temporary periods when assets of a Series are uninvested and
no return is earned thereon and may involve a risk of loss to a Series. For-
eign securities markets may have substantially less volume than U.S. markets
and far fewer traded issues. Fixed brokerage commissions on foreign securities
exchanges are generally higher than in the United States and transaction costs
with respect to smaller capitalization companies may be higher than those of
larger capitalization companies. Income from foreign securities may be reduced
by a withholding tax at the source or other foreign taxes. In some countries,
there may also be the possibility of expropriation or confiscatory taxation
(in which a Series could lose its entire investment in a certain market), lim-
itations on the removal
16
<PAGE>
of moneys or other assets of a Series, political or social instability or rev-
olution, or diplomatic developments that could affect investments in those
countries. In addition, it may be difficult to obtain and enforce a judgment
in a court outside the United States.
Each Series may invest in sovereign debt. The actions of governments con-
cerning 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 a Series, including the securities and instruments of
foreign private issuers. Factors which may influence the ability or willing-
ness of foreign sovereigns to service debt include, but are not limited to,
the availability of sufficient foreign exchange on the date of 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 In-
ternational Monetary Fund, the World Bank and other international agencies. If
a foreign sovereign defaults on all or a portion of its foreign debt, a Series
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 may be subject to the political climate in the prevailing country.
EMERGING MARKET INVESTMENT RISK FACTORS. Some of the risks described in the
preceding paragraphs may be more severe for investments in emerging or devel-
oping countries. By comparison with the United States and other developed
countries, emerging or developing countries may have relatively unstable gov-
ernments, economies based on a less diversified industrial base and securities
markets that trade a smaller number of securities. Companies in emerging mar-
kets may generally be smaller, less seasoned and more recently organized than
many domestic companies. Prices of securities traded in the securities markets
of emerging or developing countries tend to be volatile. Furthermore, foreign
investors are subject to many restrictions in emerging or developing coun-
tries. These restrictions may require, among other things, governmental ap-
proval prior to making investments or repatriating income or capital, or may
impose limits on the amount or type of securities held by foreigners or on the
companies in which the foreigners may invest.
The economies of individual emerging countries may differ favorably or unfa-
vorably from the U.S. economy in such respects as growth of gross domestic
product, rates of inflation, currency depreciation, capital reinvestment, re-
source self-sufficiency and balance of payment position and may be based on a
substantially less diversified industrial base. Further, the economies of de-
veloping countries generally are heavily dependent upon international trade
and, accordingly, have been, and may continue to be, adversely affected by
trade barriers, exchange controls, managed adjustments in relative currency
values and other protectionist measures imposed or negotiated by the countries
with which they trade. These economies also have been, and may continue to be,
adversely affected by economic conditions in the countries with which they
trade.
FOREIGN CURRENCY RISK FACTORS. Investments in foreign securities will usu-
ally be denominated in foreign currency, and each Series may temporarily hold
funds in foreign currencies. The value of a Series' in-vestments denominated
in foreign currencies may be affected, favorably or unfavorably, by the rela-
tive strength of the U.S. dollar, changes in foreign currency and U.S. dollar
exchange rates and exchange control regulations. A Series may incur costs in
connection with conversions between various currencies. A Series' net asset
value per share will be affected by changes in currency exchange rates.
Changes in for-
17
<PAGE>
eign currency exchange rates may also affect the value of dividends and inter-
est earned, gains and losses realized on the sale of securities and net in-
vestment income and gains, if any, to be distributed to shareholders by a Se-
ries. The rate of exchange between the U.S. dollar and other currencies is de-
termined by the forces of supply and demand in the foreign exchange markets
(which in turn are affected by interest rates, trade flow and numerous other
factors, including, in some countries, local governmental intervention).
TECHNOLOGY INVESTMENT RISK FACTORS. The value of the Global Technology Fund
shares may be susceptible to factors affecting technology and technology-re-
lated industries and to greater risk and market fluctuation than an investment
in a fund that invests in a broader range of portfolio securities. As such,
the Global Technology Fund is not an appropriate investment for individuals
who require safety of principal or stable income from their investments. Tech-
nology and technology-related industries may be subject to greater governmen-
tal regulation than many other industries in certain countries; changes in
governmental policies and the need for regulatory approvals may have a mate-
rial adverse effect on these industries. Additionally, these companies may be
subject to risks of developing technologies, competitive pressures and other
factors and are dependent upon consumer and business acceptance as new tech-
nologies evolve. Securities of smaller, less experienced companies also may
involve greater risks, such as limited product lines, markets and financial or
managerial resources, and trading in such securities may be subject to more
abrupt price movements than trading in the securities of larger companies.
SMALLER COMPANY INVESTMENT RISK FACTORS. The Subadviser believes that
smaller companies generally have greater earnings and sales growth potential
than larger companies. However, investments in such companies may involve
greater risks, such as limited product lines, markets and financial or manage-
rial resources. Less frequently traded securities may be subject to more
abrupt price movements than securities of larger companies.
DERIVATIVES. Each series may invest in financial instruments commonly known
as "derivatives" only for hedging or investment purposes. A Series will not
invest in derivatives for speculative purposes, i.e., where the derivative in-
vestment exposes the Series to undue risk of loss, such as where the risk of
loss is greater than the cost of the investment.
A derivative is generally defined as an instrument whose value is derived
from, or based upon, some underlying index, reference rate (e.g., interest
rates or currency exchange rates), security, commodity or other asset. A Se-
ries will not invest in a specific type of derivative without prior approval
from the Fund's Board of Directors, after consideration of, among other
things, how the derivative instrument serves the Series' investment objective,
and the risk associated with the investment. The only types of derivatives in
which each Series is currently permitted to invest are stock purchase rights
and warrants, and, as described more fully below, forward currency exchange
contracts and put options.
A Series may not invest in rights and warrants, if, at the time of acquisi-
tion, the investment in rights and warrants would exceed 5% of such Series'
net assets (valued at the lower of cost or market). In addition, no more than
2% of net assets of a Series may be invested in warrants not listed on the New
York or American Stock Exchanges. For purposes of this restriction, warrants
acquired in units or attached to securities will be deemed to have been pur-
chased without cost.
FORWARD CURRENCY EXCHANGE CONTRACTS. The Subadviser will consider changes in
exchange rates in making investment decisions. As one way of managing exchange
rate risk, each Series may enter into forward currency exchange contracts
(agreements to purchase or sell foreign currencies at a future date). A Series
will usually enter into these contracts to fix the U.S. dollar value of a se-
curity that it has agreed
18
<PAGE>
to buy or sell for the period between the date the trade was entered into and
the date the security is delivered and paid for. A Series may also use these
contracts to hedge the U.S. dollar value of securities it already owns. A Se-
ries may be required to cover certain forward currency contract positions by
establishing a segregated account with its custodian that will contain only
liquid assets, such as U.S. Government securities or other liquid high-grade
debt obligations.
Although a Series will seek to benefit by using forward contracts, antici-
pated currency movements may not be accurately predicted and the Series may
therefore incur a gain or loss on a forward contract. A forward contract may
help reduce a Series' losses on securities denominated in foreign currency,
but it may also reduce the potential gain on the securities depending on
changes in the currency's value relative to the U.S. dollar or other curren-
cies.
OPTIONS TRANSACTIONS. Each Series may purchase put options on portfolio se-
curities in an attempt to hedge against a decrease in the price of a security
held by such Series. A Series will not purchase options for speculative pur-
poses. Purchasing a put option gives a Series the right to sell, and obligates
the writer to buy, the underlying security at the exercise price at any time
during the option period.
When a Series purchases an option, it is required to pay a premium to the
party writing the option and a commission to the broker selling the option. If
the option is exercised by the Series, the premium and the commission paid may
be greater than the amount of the brokerage commission charged if the security
were to be purchased or sold directly. See "Investment Objectives, Policies
and Risks" in the Statement of Additional Information.
BORROWING. Each Series may from time to time borrow money from banks for
temporary, extraordinary or emergency purposes and may invest the funds in ad-
ditional securities. Such borrowing will not exceed 5% of a Series' total as-
sets (except the Emerging Markets Growth Fund, where such borrowings will not
exceed 10% of such Series' total assets) and will be made at prevailing inter-
est rates.
LENDING OF PORTFOLIO SECURITIES. Each Series may lend its portfolio securi-
ties to brokers, dealers and other institutional investors in an amount not to
exceed 33 1/3% of a Series' total assets taken at market value, for which it
will receive collateral in cash or securities issued or guaranteed by the U.S.
Government to be maintained in an amount equal to at least 100% of the current
market value of the loaned securities. The lending of portfolio securities
could involve the risk of delays in receiving additional collateral or in the
recovery of securities and possible loss of rights in collateral in the event
that a borrower fails financially.
REPURCHASE AGREEMENTS. Each Series may enter into repurchase agreements with
commercial banks or broker/dealers under which the Series acquires a U.S. Gov-
ernment or a short-term money market instrument subject to resale at a mutu-
ally agreed-upon price and time. The resale price reflects an agreed upon in-
terest rate effective for the period the Series holds the instrument that is
unrelated to the interest rate on the instrument.
A Series' repurchase agreements will at all times be fully collateralized,
and the Series will make payment for such securities only upon physical deliv-
ery or evidence of book entry transfer to the account of its custodian. Repur-
chase agreements could involve certain risks in the event of bankruptcy or
other default of the seller, including possible delays and expenses in liqui-
dating the underlying security, decline in the value of the underlying secu-
rity and loss of interest.
OTHER INVESTMENT COMPANIES. Certain emerging markets have restrictions that
preclude or limit direct foreign investment in the securities of their compa-
nies. However, indirect foreign investment is permitted in certain emerging
markets through governmentally authorized investment vehicles or companies,
19
<PAGE>
including closed-end investment companies, which may be acquired at prices in
excess of their net asset values. In accordance with the 1940 Act, each Series
may invest up to 10% of its assets in shares of other investment companies. If
a Series invests in other investment companies, shareholders would bear not
only their proportionate share of Series' expenses (including operating ex-
penses and advisory fees), but also similar expenses of the underlying invest-
ment companies.
ILLIQUID SECURITIES. Each Series may invest up to 15% of its net assets in
illiquid securities, including restricted securities (i.e., securities not
readily market-able without registration under the Securities Act of 1933 (the
"1933 Act")) and other securities that are not readily marketable, such as re-
purchase agreements of more than one week's duration. A Series may purchase
restricted securities that may be offered and sold only to "qualified institu-
tional buyers" under Rule 144A of the 1933 Act, and the Manager, acting pursu-
ant to procedures approved by the Fund's Board of Directors, may determine,
when appropriate, that specific Rule 144A securities are liquid and not sub-
ject to the 15% limitation on illiquid securities. Should this determination
be made, the Manager, acting pursuant to such procedures, will carefully moni-
tor the security (focusing on such factors, among others, as trading activity
and availability of information) to determine that the Rule 144A security con-
tinues to be liquid. It is not possible to predict with assurance exactly how
the market for Rule 144A securities will further evolve. This investment prac-
tice could have the effect of increasing the level of illiquidity in a Series,
if and to the extent that qualified institutional buyers become for a time un-
interested in purchasing Rule 144A securities.
SHORT SALES. Each Series may sell securities short "against-the-box." A
short sale "against-the-box" is a short sale in which a Series owns an equal
amount of the securities sold short or securities convertible into or ex-
changeable without payment of further consideration for securities of the same
issue as, and equal in amount to, the securities sold short.
TEMPORARY INVESTMENTS. When the Subadviser believes that market conditions
warrant a temporary defensive position, a Series may invest up to 100% of its
assets in short-term instruments such as commercial paper, bank certificates
of deposit, bankers' acceptances, or repurchase agreements for such securities
and securities of the U.S. Government and its agencies and instrumentalities,
as well as cash and cash equivalents denominated in foreign currencies. In-
vestments in domestic bank certificates of deposit and bankers' acceptances
will be limited to banks that have total assets in excess of $500 million and
are subject to regulatory supervision by the U.S. Government or state govern-
ments. A Series' investments in commercial paper of U.S. issuers will be lim-
ited to (a) obligations rated Prime-1 by Moody's or A-1 by S&P or (b) unrated
obligations issued by companies having an outstanding unsecured debt issue
currently rated A or better by S&P's. A description of various commercial pa-
per ratings and debt securities ratings appears in Appendix A to the Statement
of Additional Information. A Series' investments in foreign short-term instru-
ments will be limited to those that, in the opinion of the Subadviser, equate
generally to the standards established for U.S. short-term instruments.
Except as noted above, the foregoing investment policies are not fundamental
and the Board of Directors of the Fund may change such policies without the
vote of a majority of outstanding voting securities of a Series. A more de-
tailed description of each Series' investment policies, including a list of
those restrictions on each Series' investment activities which cannot be
changed without such a vote, appears in the Statement of Additional Informa-
tion. Under the 1940 Act, a "vote of a majority of the outstanding voting se-
curities" of a Series means the affirmative vote of the lesser of (1) more
than 50% of the outstanding shares of the Series, or (2) 67% or more of the
shares of the Series present at a shareholders' meeting, if more than 50% of
the outstanding shares of the Series are represented at the meeting in person
or by proxy.
20
<PAGE>
MANAGEMENT SERVICES
THE MANAGER. The Board of Directors provides broad supervision over the af-
fairs of the Fund. Pursuant to a Management Agreement between J. & W. Seligman
& Co. Incorporated and the Fund, on behalf of each Series, the Manager admin-
isters the business and other affairs of the Fund. The address of the Manager
is 100 Park Avenue, New York, NY 10017.
The Manager also serves as manager of sixteen other investment companies
which, together with the Fund, comprise the "Seligman Group." The sixteen
other companies are: Seligman Capital Fund, Inc., Seligman Cash Management
Fund, Inc., Seligman Common Stock Fund, Inc., Seligman Communications and In-
formation Fund, Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund,
Inc., Seligman High Income Fund Series, Seligman Income Fund, Inc., Seligman
Municipal Fund Series, Inc., Seligman Municipal Series Trust, Seligman New
Jersey Municipal Fund, Inc. Seligman Pennsylvania Municipal Fund Series, Se-
ligman Portfolios, Inc., Seligman Quality Municipal Fund, Inc., Seligman Se-
lect Municipal Fund, Inc., and Tri-Continental Corporation. The aggregate as-
sets of the Seligman Group at January 31, 1997 were approximately $14.9 bil-
lion. The Manager also provides investment management or advice to institu-
tional accounts having an aggregate value at January 31, 1997 of approximately
$4.8 billion.
Mr. William C. Morris is Chairman of the Manager and Chairman of the Board
and Chief Executive Officer of the Fund. 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 from each Series, calcu-
lated daily and payable monthly, equal to an annual rate of 1.25% of the aver-
age daily net assets of the Emerging Markets Growth Fund and 1.00% of the av-
erage daily net assets of each other Series, of which 1.15% and .90%, respec-
tively, are paid to the Subadviser for services described below. During the
period ended October 31, 1996, the Manager and Subadviser, at their discre-
tion, waived a portion of their fees for the Emerging Markets Growth Fund. The
management fees are higher than those of many domestic investment companies
but are comparable to those of most international and global equity funds.
Each Series pays all of its expenses other than those assumed by the Manager
or the Subadviser, including fees for necessary professional and brokerage
services, costs of regulatory compliance, costs associated with maintaining
corporate existence, custody and shareholder services, shareholder relations
and insurance costs.
The management fee rate paid by each Series and the total expenses for each
Series' Class A, Class B and Class D shares, expressed as a percentage of av-
erage daily net assets of that Series or Class, are presented in the following
table for the fiscal period ended October 31, 1996.
<TABLE>
<CAPTION>
MANAGEMENT
FEE RATE
FOR THE
FISCAL
PERIOD EXPENSE RATIOS FOR
ENDED THE FISCAL PERIOD
SERIES 10/31/96 ENDED 10/31/96
------ ----------- ------------------------
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C> <C>
International Fund 1.00% 1.81% 2.66%** 2.64%
Emerging Markets Growth Fund* .45% 2.22% 3.00% 3.00%
Global Growth Opportunities Fund 1.00% 1.91% 2.53%** 2.67%
Global Smaller
Companies Fund 1.00% 1.75% 2.54%** 2.51%
Global Technology Fund 1.00% 1.75% 2.51%** 2.52%
</TABLE>
- -------
* Annualized based on the period from 5/28/96 (commencement of operations)
through 10/31/96.
** Annualized based on the period from 4/22/96 (commencement of operations)
through 10/31/96.
21
<PAGE>
THE SUBADVISER. Seligman Henderson Co. serves as Subadviser to the Fund pur-
suant to a Subadvisory Agreement between the Manager and the Subadviser (the
"Subadvisory Agreement"). The Subadvisory Agreement provides that the
Subadviser will supervise and direct the Series' global investments in accor-
dance with each Series' investment objective, policies and restrictions.
The Subadviser was founded in 1991 as a joint venture between the Manager
and Henderson International, Inc., a controlled affiliate of Henderson plc.
The Subadviser, headquartered in New York, was created to provide interna-
tional and global investment management services to institutional and individ-
ual investors and investment companies. The Subadviser also serves as
Subadviser to 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 Seligman
Henderson International Portfolio, Seligman Henderson Global Growth Opportuni-
ties Portfolio, Seligman Henderson Global Smaller Companies Portfolio and Se-
ligman Henderson Global Technology Portfolio of Seligman Portfolios, Inc. and
Tri-Continental Corporation. The address of the Subadviser is 100 Park Avenue,
New York, NY 10017.
PORTFOLIO MANAGERS. The Subadviser's Global Policy Group provides global in-
vestment policy, including country weightings, asset allocations and industry
sector guidelines, as appropriate for each Series. The Group also provides
overall policy with respect to identifying the global economic or social
trends which will serve as the focus around which investments will be made
with respect to the Global Growth Opportunities Fund.
The Chairman of the Group is Mr. Iain C. Clark, a Managing Director and
Chief Investment Officer of the Subadviser. Mr. Clark is responsible for the
day-to-day investment activities of the International Fund and the interna-
tional investments of the Global Smaller Companies Fund, including the selec-
tion of individual securities for purchase or sale. He has been a Director of
Henderson plc since 1985.
Mr. Arsen Mrakovcic a Vice President of the Fund, has responsibility for
overseeing the domestic investments of the Global Smaller Companies Fund. Mr.
Mrakovcic, a Managing Director of the Manager since January 1996, joined the
Manager in 1992 as a Portfolio Assistant. He was appointed Co-Portfolio Man-
ager of Seligman Frontier Fund Inc. and Vice President, Investment Officer of
the Manager on January 1, 1995. He has been the sole Portfolio Manager of Se-
ligman Frontier Fund, Inc. since October 1, 1995. Mr. Mrakovcic is also Vice
President of Seligman Portfolios, Inc. and Portfolio Manager of its Seligman
Frontier Portfolio and Co-Portfolio Manager of its Seligman Henderson Global
Smaller Companies Portfolio.
The Manager's discussion of the International Fund's and the Global Smaller
Companies Fund's performance as well as line graphs illustrating comparative
performance information between the International Fund and the Lipper Interna-
tional Funds Average and the Morgan Stanley Capital International Europe-Aus-
tralia-Far East Index, and between the Global Smaller Companies Fund and the
Lipper Global Small Company Funds Average and the Morgan Stanley Capital In-
ternational World Index are included in the Fund's fiscal 1996 Annual Report
to shareholders.
Mr. Peter Bassett has responsibility for directing and overseeing the in-
vestments of the Emerging Markets Growth Fund. Mr. Bassett has been head of
Emerging Market Investments and Divisional Director, Henderson Investment Man-
agement, Henderson plc, since 1993. He was previously Deputy Head of the Far
East Desk and Director at Touche Remnant Investment Management.
22
<PAGE>
The Manager's discussion of the Emerging Market Growth Fund's performance as
well as a line graph illustrating comparative performance information between
the Emerging Markets Growth Fund and the Lipper Emerging Markets Funds Average
and the Morgan Stanley Capital International Emerging Markets Free Index is
included in the Fund's fiscal 1996 Annual Report to shareholders.
Messrs. Loris D. Muzzatti and Nitin Mehta have responsibility for directing
and overseeing the Global Growth Opportunities Fund's domestic and interna-
tional investments, respectively.
Mr. Muzzatti has been a Managing Director of the Manager since January 1991.
Mr. Muzzatti is also Vice President and Portfolio Manager of Seligman Capital
Fund, Inc. and Seligman Growth Fund, Inc. and Vice President of Seligman Port-
folios, Inc. and Portfolio Manager of its Seligman Capital Portfolio and Co-
Portfolio Manager of its Seligman Henderson Global Growth Opportunities Port-
folio. Mr. Muzzatti also manages a portion of the Manager's institutional ac-
counts.
Mr. Mehta has been a portfolio manager with Henderson plc since September
1994. From May 1993 to September 1994, Mr. Mehta was Head of Currency Manage-
ment and Derivatives at Quorum Capital Management. From February 1993 to May
1993 he was a consultant with International Finance Corporation. From 1986
through 1992, he was Head of Equity Investments at Shearson Lehman Global As-
set Management.
The Manager's discussion of the Global Growth Opportunities Fund's perfor-
mance as well as a line graph illustrating comparative performance information
between the Global Growth Opportunities Fund and the Lipper Global Funds Aver-
age and the Morgan Stanley Capital International World Index is included in
the Fund's fiscal 1996 Annual Report to shareholders.
Mr. Paul H. Wick and Mr. Brian Ashford-Russell have responsibility for di-
recting and overseeing the domestic and international investments, respective-
ly, of the Global Technology Fund.
Mr. Wick, a Vice President of the Fund, has been a Managing Director of the
Manager since January 1995. He joined the Manager in 1987 as an Associate, In-
vestment Research, and from April 1989 to December 1989 was co-manager of Se-
ligman High-Yield Bond Series. Mr. Wick has been Vice President and Portfolio
Manager of Seligman Communications and Information Fund, Inc. since January
1990 and December 1989, respectively. He is also Vice President of Seligman
Portfolios, Inc. and Portfolio Manager of its Seligman Communications and In-
formation Portfolio and Co-Portfolio Manager of its Seligman Henderson Global
Technology Portfolio. Previously, Mr. Wick was Vice President and Portfolio
Manager of Seligman Frontier Fund, Inc.
Mr. Ashford-Russell has been a Portfolio Manager with Henderson plc since
February 1993. He was previously a Portfolio Manager with Touche Remnant & Co.
The Manager's discussion of the Global Technology Fund's performance as well
as a line graph illustrating comparative performance information between the
Global Technology Fund and the Lipper Global Funds Average and the Morgan
Stanley Capital International World Index are included in the Fund's fiscal
1996 Annual Report to shareholders.
PORTFOLIO TRANSACTIONS. The Management Agreement and Subadvisory Agreement
each recognize that in the purchase and sale of portfolio securities, the Man-
ager and the Subadviser will seek the most favorable price and execution and,
consistent with that policy, may give consideration to the research, statisti-
cal and other services furnished by brokers or dealers to the Manager and the
Subadviser. The use of brokers who provide investment and market research and
securities and economic analysis may re-
23
<PAGE>
sult in higher brokerage charges than the use of brokers selected on the basis
of the most favorable brokerage commission rates, and research and analysis
received may be useful to the Manager and Subadviser in connection with their
services to other clients as well as to the Series. In over-the-counter mar-
kets, orders are placed with responsible primary market-makers unless a more
favorable execution or price is believed to be obtainable.
Consistent with the Rules of the National Association of Securities Dealers,
Inc., and subject to seeking the most favorable price and execution available
and such other policies as the Directors of the Fund may determine, the Man-
ager and the Subadviser may consider sales of shares of the Series of the Fund
and, if permitted by applicable laws, may consider sales of shares of the
other Seligman Mutual Funds as a factor in the selection of brokers or dealers
to execute portfolio transactions for the Series.
PORTFOLIO TURNOVER. A change in securities held by a Series is known as
"portfolio turnover", which may result in the payment by such Series of dealer
spreads or underwriting commissions and other transactions costs on the sale
of securities as well as on
the reinvestment of the proceeds in other securities. Although it is the pol-
icy of each Series to hold securities for investment, changes will be made
from time to time when the Subadviser believes such changes will strengthen a
Series' portfolio. The portfolio turnover of any Series is not expected to ex-
ceed 100%.
PURCHASE OF SHARES
Seligman Financial Services, Inc. ("SFSI"), an affiliate of the Manager,
acts as general distributor of the Series' shares. Its address is 100 Park Av-
enue, New York, NY 10017.
Each Series issues three classes of shares: Class A shares are sold to in-
vestors choosing the initial sales load alternative; Class B shares are sold
to investors choosing to pay no initial sales load, a higher distribution fee
and a CDSL with respect to redemptions within six years of purchase and who
desire shares to convert automatically to Class A shares after eight years;
and Class D shares are sold to investors choosing no initial sales load, a
higher distribution fee and a CDSL on redemptions within one year of purchase.
See "Alternative Distribution System" above.
Shares of the Series may be purchased through any authorized investment
dealer. All orders will be executed at the net asset value per share next com-
puted after receipt of the purchase order plus, in the case of Class A shares,
a sales load which, except for shares purchased under one of the reduced sales
load plans, will vary with the size of the purchase as shown in the schedule
under "Class A Shares--Initial Sales Load" below.
THE MINIMUM AMOUNT FOR INITIAL INVESTMENT IN A SERIES IS $1,000; SUBSEQUENT
INVESTMENTS MUST BE IN THE MINIMUM AMOUNT OF $100 FOR EACH SERIES (EXCEPT FOR
INVESTMENT OF DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS). THE FUND RESERVES THE
RIGHT TO RETURN INVESTMENTS THAT DO NOT SATISFY THESE MINIMUMS. EXCEPTIONS TO
THESE MINIMUMS ARE AVAILABLE FOR FUND ACCOUNTS ESTABLISHED CONCURRENTLY WITH
THE INVEST-A-CHECK(R) SERVICE. THE MINIMUM AMOUNT FOR INITIAL INVESTMENT IN
THE SELIGMAN TIME HORIZON MATRIX SM ASSET ALLOCATION PROGRAM IS $10,000. FOR
INFORMATION ABOUT THIS PROGRAM, CONTACT YOUR FINANCIAL ADVISOR.
No purchase order may be placed for Class B shares for an amount of $250,000
or more.
Orders received by an authorized dealer before the close of business on the
New York Stock Exchange ("NYSE") (normally, 4:00 p.m. Eastern time) and ac-
cepted by SFSI before the close of business (5:00 p.m. Eastern time) on the
same day will be executed at the Series' net asset value determined as of the
close of the NYSE on that day plus, in the case of
24
<PAGE>
Class A shares, any applicable sales load. Orders accepted by dealers after
the close of the NYSE, or received by SFSI after the close of business, will
be executed at the Series' net asset value as next determined plus, in the
case of Class A shares, any applicable sales load. The authorized dealer
through which a shareholder purchases shares is responsible for forwarding the
order to SFSI promptly.
Payment for dealer purchases may be made by check or by wire. To wire pay-
ments, dealer orders must first be placed through SFSI's order desk and as-
signed a purchase confirmation number. Funds in payment of the purchase may
then be wired to Mellon Bank, N.A., ABA #043000261, A/C (Name of Series) (A, B
or D), A/C #107-1011. WIRE TRANSFERS MUST INCLUDE THE PURCHASE CONFIRMATION
NUMBER AND CLIENT ACCOUNT REGISTRATION AND ACCOUNT NUMBER. Persons other than
dealers who wish to wire payment should contact Seligman Data Corp. for spe-
cific wire instructions. Although the Fund makes no charge for this service,
the transmitting bank may impose a wire service fee.
Current shareholders may purchase additional shares of a Series at any time
through any authorized dealer or by sending a check payable to "Seligman Group
of Funds" in our postage-paid return envelope or directly to SELIGMAN DATA
CORP., P.O. BOX 3947, NEW YORK, NY 10008-3947. Checks for investment must be
in U.S. dollars drawn on a domestic bank. The check should be accompanied by
an investment slip (provided on the bottom of shareholder account statements)
and include the shareholder's name, address, account number, Series name, and
class of shares (A, B or D). If a shareholder does not provide the required
information, Seligman Data Corp. will seek further clarification and may be
forced to return the check to the shareholder. Orders sent directly to Selig-
man Data Corp. will be executed at such Series' net asset value next deter-
mined after the order is accepted plus, in the case of Class A shares, any ap-
plicable sales load.
Seligman Data Corp. may charge a $10.00 service fee for checks returned to
it as uncollectible. This fee may be deducted from the shareholder's account.
For the protection of the Fund and its shareholders, no redemption proceeds
will be remitted to a shareholder with respect to shares purchased by check
(unless certified) until the Fund receives notice that the check has cleared,
which may be up to 15 days from the credit of the shares to the shareholder's
account.
VALUATION. The net asset value of a Series' shares is determined as of the
close of trading on the NYSE (normally, 4:00 p.m. Eastern time) each day. Net
asset value is calculated separately for each class of shares of a Series.
Securities traded on a foreign exchange or over-the-counter market are valued
at the last sales price on the primary exchange or market on which they are
traded. United Kingdom securities and securities for which there are no recent
sales transactions are valued based on quotations provided by primary market
makers in such securities. Any securities for which recent market quotations
are not readily available are valued at fair value determined in accordance
with procedures approved by the Fund's Board of Directors. Short-term holdings
maturing in 60 days or less are generally valued at amortized cost if their
original maturity was 60 days or less. Short-term holdings with more than 60
days remaining to maturity will be valued at current market value until the
61st day prior to maturity, and will then be valued on an amortized cost basis
based on the value of such date unless the Board determines that this amor-
tized cost value does not represent fair market value.
Although the legal rights of the Class A, Class B and Class D shares of each
Series are substantially identical, the different expenses borne by each class
will result in different net asset values and dividends. The net asset value
of Class B and Class D shares will generally be lower than the net asset value
of Class A shares as a result of the higher distribution fee charged to Class
B and Class D shares. In addi-
25
<PAGE>
tion, 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 of each Series are sub-
ject to an initial sales load which varies with the size of the purchase as
shown in the following schedule, and an annual service fee of up to .25% of
the average daily net asset value of Class A shares. See "Administration,
Shareholder Services and Distribution Plans" below. There is no initial sales
load on purchases of Class A shares of $1,000,000 or more ("NAV sales"); how-
ever, such shares are subject to a CDSL of 1% if redeemed within 18 months of
purchase.
CLASS A SHARES--SALES LOAD SCHEDULE
<TABLE>
<CAPTION>
SALES LOAD AS A
PERCENTAGE OF REGULAR
---------------------------------------- DEALER
NET AMOUNT DISCOUNT
INVESTED AS A % OF
OFFERING (NET ASSET OFFERING
AMOUNT OF PURCHASE PRICE VALUE) PRICE
------------------ -------- ---------- ---------
<S> <C> <C> <C>
Less than $ 50,000 4.75% 4.99% 4.25%
$ 50,000- 99,999 4.00 4.17 3.50
100,000- 249,999 3.50 3.63 3.00
250,000- 499,999 2.50 2.56 2.25
500,000- 999,999 2.00 2.04 1.75
1,000,000 or more* 0 0 0
</TABLE>
-------
* Shares acquired at net asset
value pursuant to the above
schedule will be subject to a
CDSL of 1% if redeemed within
18 months of purchase. See
"Purchase of Shares--Contingent
Deferred Sales Load."
SFSI shall pay broker/dealers, from its own resources, a fee on NAV sales,
calculated as follows: 1.00% of NAV sales up to but not including $2 million;
.80% of NAV sales from $2 million up to but not including $3 million; .50% of
NAV sales from $3 million up to but not including $5 million; and .25% of NAV
sales from $5 million and above. The calculation of the fee will be based on
assets held by a "single person" as defined below.
SFSI shall also pay broker/dealers, from its own resources, a fee on sales
of certain Class A shares of
the Seligman Mutual Funds participating in an "eligible employee benefit plan"
(as defined below under "Special Programs") that are attributable to the par-
ticular broker/dealer. The shares eligible for the fee are those on which an
initial sales load was not paid because either the participating eligible em-
ployee benefit plan has at least (i) $500,000 invested in the Seligman Mutual
Funds or (ii) 50 eligible employees to whom such plan is made available. Class
A shares representing only an initial purchase of Seligman Cash Management
Fund are not eligible for the fee. Such shares will become eligible for the
fee once they are exchanged for shares of another Seligman Mutual Fund. The
payment is based on cumulative sales during a single calendar year, or portion
thereof. The payment schedule, for each calendar year, is as follows: 1.00% of
sales up to but not including $2 million; .80% of sales from $2 million up to
but not including $3 million; .50% of sales from $3 million up to but not in-
cluding $5 million; and .25% of sales from $5 million and above.
REDUCED SALES LOADS. Reductions in sales loads apply to purchases of Class A
shares by a "single person," including an individual, members of a family unit
comprising husband, wife and minor children purchasing securities for their
own account, or a trustee or other fiduciary purchasing for a single fiduciary
account or single trust. Purchases made by a trustee or other fiduciary for a
fiduciary account may not be aggregated with purchases made on behalf of any
other fiduciary or individual account.
Class A shares purchased without an initial sales load in accordance with
the sales load schedule or pursuant to a Volume Discount, Right of Accumula-
tion or Letter of Intent are subject to a CDSL of 1% on redemptions within
eighteen months of purchase.
. VOLUME DISCOUNTS are provided if the total amount being invested in Class A
shares of a Series of the Fund alone, or in any combination of shares of the
Seligman Mutual Funds that are sold with a front-end
26
<PAGE>
sales load, reaches levels indicated in the above sales load schedule.
. THE RIGHT OF ACCUMULATION allows an investor to combine the amount being in-
vested in shares of the other Seligman Mutual Funds sold with an initial sales
load with the total net asset value of shares of those Seligman Mutual Funds
already owned that were sold with an initial sales load and the total net as-
set 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 an initial sales load to determine reduced sales loads in ac-
cordance with the sales load schedule. An investor or a dealer purchasing
shares on behalf of an investor must indicate that the investor has existing
accounts when making investments or opening new accounts.
. A LETTER OF INTENT allows an investor to purchase Class A shares over a 13-
month period at reduced sales loads, based upon the total amount the investor
intends to purchase plus the total net asset value of shares of the other Se-
ligman Mutual Funds already owned that were sold with an initial sales load
and the total net asset value of shares of Seligman Cash Management Fund that
were acquired by the investor through an exchange of shares of another Selig-
man Mutual Fund on which there was an initial sales load. An investor or a
dealer purchasing shares on behalf of an investor must indicate that the in-
vestor has existing accounts when making investments or opening new accounts.
For more information concerning terms of Letters of Intent, see "Terms and
Conditions" on page 43.
SPECIAL PROGRAMS. Each Series may sell Class A shares at net asset value to
present and retired directors, trustees, officers, employees and their spouses
(and family members of the foregoing) of the Fund, the other investment compa-
nies in the Seligman Group, the Manager and other companies affiliated with
the Manager. Family members are defined to include lineal descendants and lin-
eal ancestors, siblings (and their spouses and children) and any company or
organization controlled by any of the foregoing. Such sales also may be made
to employee benefit and thrift plans for such persons and to any investment
advisory, custodial, trust or other fiduciary account managed or advised by
the Manager or any affiliate.
Class A shares also may be issued without an initial sales load in connec-
tion 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 pro-
ceeds of which are invested in Fund shares; to separate accounts established
and maintained by an insurance company which are exempt from registration un-
der Section 3(c)(11) of the 1940 Act; to registered representatives and em-
ployees (and their spouses and minor children) of any dealer that has a sales
agreement with SFSI; to shareholders of mutual funds with objectives and poli-
cies similar to a Series who purchase shares of that Series with redemption
proceeds of such funds (not to exceed the dollar value of such redemption pro-
ceeds); 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 ac-
counts; pursuant to sponsored arrangements with organizations which make rec-
ommendations to or permit group solicitations of, its employees, members or
participants in connection with the purchase of shares of the Fund; to other
investment companies in the Seligman Group; and to "eligible employee benefit
plans" which have at least (i) $500,000 invested in the Seligman Mutual Funds
or (ii) 50 eligible employees to whom such plan is made available. "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 con -
27
<PAGE>
nection with a payroll deduction system of plan funding or other system ac-
ceptable 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. Employee benefit plans eligible
for net asset sales, as described above, will be subject to a CDSL of 1% for
terminations at the plan level only, on redemptions of shares purchased within
eighteen months of plan termination. Sales pursuant to a 401(k) alliance pro-
gram which has an agreement with SFSI are available at net asset value and are
not subject to a CDSL.
CLASS B SHARES. Class B shares are sold without an initial sales load but
are subject to a CDSL if the shares are redeemed within six years of purchase
at rates set forth in the table below, charged as a percentage of the current
net asset value or the original purchase, whichever is less.
<TABLE>
<CAPTION>
YEARS SINCE PURCHASE CDSL
- -------------------- ----
<S> <C>
less than 1 year........................................................... 5%
1 year or more but less than 2 years....................................... 4%
2 years or more but less than 3 years...................................... 3%
3 years or more but less than 4 years...................................... 3%
4 years or more but less than 5 years...................................... 2%
5 years or more but less than 6 years...................................... 1%
6 years or more............................................................ 0%
</TABLE>
Class B shares are also subject to an annual distribution fee of .75% and an
annual service fee of up to .25% of the average daily net asset value of the
Class B shares. SFSI will make a 4% payment to dealers in respect of purchases
of Class B shares. Approximately eight years after purchase, Class B shares
will convert automatically to Class A shares, which are subject to an annual
service fee of .25% but no distribution fee. Shares purchased through rein-
vestment 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 a Series are ex-
changed for Class B shares of another Seligman Mutual Fund, the conversion pe-
riod applicable to the Class B shares acquired in the exchange will apply, and
the holding period of the shares exchanged will be tacked onto the holding pe-
riod of the shares acquired. Class B shareholders of a Series exercising the
exchange privilege will continue to be subject to such Series' CDSL schedule
if such schedule is higher or longer than the CDSL schedule relating to the
new Class B shares. In addition, Class B shares of a Series acquired by ex-
change will be subject to such Series' CDSL schedule if such schedule is
higher or longer than the CDSL schedule relating to the Class B shares of the
fund from which the exchange has been made.
CLASS D SHARES. Class D shares are sold without an initial sales load but
are subject to a CDSL if the shares are redeemed within one year, an annual
distribution fee of up to .75%, and an annual service fee of up to .25%, of
the average daily net asset value of the Class D shares. SFSI will make a 1%
payment to dealers in respect of purchases of Class D shares. SFSI will make a
1% payment to dealers in respect of purchases of Class D shares. Unlike Class
B shares, Class D shares do not automatically convert to Class A shares after
eight years.
CONTINGENT DEFERRED SALES LOAD. A CDSL will be imposed on any redemption of
Class B or Class D shares which were purchased during the preceding six years
(for Class B shares) or twelve months (for Class D shares). 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 Se-
niors And Distribution Plans") at the time of sale. Pursuant to an agreement
with FEP Capital, L.P. ("FEP") to fund such payments in respect of Class B
shares, SFSI has assigned any Class B CDSL to FEP.
28
<PAGE>
A CDSL of 1% will also be imposed on any redemption of Class A shares pur-
chased during the preceding eighteen months if such shares were acquired at
net asset value pursuant to the sales load schedule provided under "Class A
Shares--Initial Sales Load." Employee benefit plans eligible for net asset
sales as described above under "Special Programs" may be subject to a CDSL of
1% for terminations at the plan level only, on redemptions of shares purchased
within eighteen months prior to plan termination. No CDSL will be imposed on
shares acquired through the investment of dividends or distributions from any
Class A, Class B or Class D shares of Seligman Mutual Funds.
To minimize the application of a CDSL to a redemption, shares acquired pur-
suant to the investment of dividends and distributions (which are not subject
to a CDSL) will be redeemed first; followed by shares held for a period of
time longer than the applicable CDSL period. Shares held for the longest pe-
riod of time within the applicable CDSL period will then be redeemed. Addi-
tionally, 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, which-
ever is less.
For example, assume an investor purchased 100 Class D shares in January at a
price of $10.00 per share. During the first year, 5 additional Class D shares
were acquired through investment of dividends and distributions. In January of
the following year, an additional 50 Class D shares were purchased at a price
of $12.00 per share. In March of that year, the investor chooses to redeem
$1,500.00 from the account which now holds 155 Class D shares with a to-tal
value of $1,898.75 ($12.25 per share). The CDSL for this transaction would be
calculated as follows:
<TABLE>
<S> <C>
Total shares to be redeemed
(122.449 @ $12.25) as follows:...................................... $1,500.00
=========
Dividend/Distribution shares
(5 @ $12.25)........................................................ 61.25
Shares held more than 1 year
(100 @ $12.25)...................................................... 1,225.00
</TABLE>
<TABLE>
<S> <C>
Shares held less than 1 year subject
to CDSL (17.449 @ $12.25)........................................... $ 213.75
---------
Gross proceeds of redemption........................................ 1,500.00
Less CDSL (17.449 shares @ $12.00 =
$209.39 x 1% = $2.09).............................................. (2.09)
---------
Net proceeds of redemption.......................................... $1,497.91
=========
</TABLE>
For federal income tax purposes, the amount of the CDSL will reduce the gain
or increase the loss, as the case may be, on the amount recognized on the re-
demption of shares.
The CDSL will be waived or reduced in the following instances:
(a) on redemption following the death or disability of a shareholder, as de-
fined in section 72(m)(7) of the Internal Revenue Code of 1986, as amended
(the "Code"); (b) in connection with (i) distributions from retirement plans
qualified under section 401(a) of the Code when such redemptions are necessary
to make distributions to plan participants (such payments include, but are not
limited to death, disability, retirement, or separation of service), (ii) dis-
tributions from a custodial account under section 403(b)(7) of the Code or an
individual retirement account (an "IRA") due to death, disability, or attain-
ment of age 59 1/2, and (iii) a tax-free return of an excess contribution to
an IRA; (c) in whole or in part, in connection with shares sold to current and
retired Directors of the Fund; (d) in whole or in part, in connection with
shares sold to any state, county, or city or any instrumentality, department,
authority, or agency thereof, which is prohibited by applicable investment
laws from paying a sales load or commission in connection with the purchase of
shares of any registered investment management company; (e) pursuant to an au-
tomatic cash withdrawal service; and (f) in connection with the redemption of
shares of a Series if such Series is combined with another mutual fund in the
Seligman Group, or another similar reorganization transaction.
If, with respect to a redemption of any Class B or Class D shares sold by a
dealer, the CDSL is waived
29
<PAGE>
because the redemption qualifies for a waiver as set forth above, the dealer
shall remit to SFSI promptly upon notice an amount equal to the payment or a
portion of the payment made by SFSI at the time of sale of such shares.
SFSI may from time to time assist dealers by, among other things, providing
sales literature to, and holding informational programs for the benefit of,
dealers' registered representatives. Dealers may limit the participation of
registered representatives in such informational programs by means of sales
incentive programs which may require the sale of minimum dollar amounts of
shares of the Seligman Mutual Funds. SFSI may from time to time pay a bonus or
other incentive to dealers that sell shares of the Seligman Mutual Funds. In
some instances, these bonuses or incentives may be offered only to certain
dealers which employ registered representatives who have sold or may sell a
significant amount of shares of the Fund and/or certain other mutual funds
managed by the Manager during a specified period of time. Such bonus or other
incentive may take the form of payment for travel expenses, including lodging,
incurred in connection with trips taken by qualifying registered representa-
tives and members of their families to places within or outside the United
States. The cost to SFSI of such promotional activities and payments will not
exceed the amounts of the sales loads retained by SFSI in respect of sales of
shares of the Fund and the other Seligman Mutual Funds effected through par-
ticipating dealers and shall be consistent with the Rules of the National As-
sociation of Securities Dealers, Inc. as then in effect.
TELEPHONE TRANSACTIONS
A shareholder with telephone transaction privileges, AND THE SHAREHOLDER'S
BROKER/DEALER REPRESENTATIVE, will have the ability to effect the following
transactions via telephone: (i) redemption of Series shares, (ii) exchange of
Series shares for shares of the same class of another Seligman Mutual Fund,
(iii) change of a dividend and/or capital gain distribution option, and (iv)
change of address. All telephone transactions are effected through Seligman
Data Corp. at (800) 221-2450.
For investors who purchase shares by completing and submitting an Account
Application (except those accounts registered as trusts (unless the trustee
and sole beneficiary are the same person), corporations or group retirement
plans): Unless an election is made otherwise on the Account Application, a
shareholder and the shareholder's broker/ dealer of record, as designated on
the Account Application, will automatically receive telephone services.
For investors who purchase shares through a broker/dealer: Telephone serv-
ices for a shareholder and the shareholder's representative may be elected by
completing a supplemental election application available from the
broker/dealer of record.
For accounts registered as IRAs: Telephone services will include only ex-
changes or address changes.
For accounts registered as trusts (unless the trustee and sole beneficiary
are the same person), corporations or group retirement plans: Telephone re-
demptions are not permitted. Additionally, group retirement plans are not per-
mitted to change a dividend or gain distribution option.
All Seligman Mutual Fund accounts with the same account number (i.e., regis-
tered exactly the same) as an existing account, including any new fund in
which the shareholder invests in the future, will automatically include tele-
phone services if the existing account has telephone services. Telephone serv-
ices may also be elected at any time on a supplemental telephone services
election form.
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 own-
30
<PAGE>
ers to effect telephone transactions on his or her behalf.
During times of drastic economic or market changes, a shareholder or the
shareholder's representative may experience difficulty in contacting Seligman
Data Corp. to request a redemption or exchange of Fund shares via telephone.
In these circumstances, the shareholder or the shareholder's representative
should consider using other redemption or exchange procedures. Use of these
other redemption or exchange procedures may result in the request being proc-
essed at a later time than if a telephone transaction had been used, and a Se-
ries' net asset value may fluctuate during such periods.
The Fund and Seligman Data Corp. will employ reasonable procedures to con-
firm that instructions communicated by telephone are genuine. These will in-
clude: recording all telephone calls requesting account activity, requiring
that the caller provide certain requested personal and/or account information
at the time of the call for the purpose of establishing the caller's identity,
and sending a written confirmation of redemptions, exchanges or address
changes to the address of record each time activity is initiated by telephone.
As long as the Fund and Seligman Data Corp. follow instructions communicated
by telephone that were reasonably believed to be genuine at the time of their
receipt, neither they nor any of their affiliates will be liable for any loss
to the shareholder caused by an unauthorized transaction. In any instance
where the Fund or Seligman Data Corp. is not reasonably satisfied that in-
structions received by telephone are genuine, the requested transaction will
not be executed, and neither they nor any of their affiliates will be liable
for any losses which may occur due to a delay in implementing the transaction.
If the Fund or Seligman Data Corp. does not follow the procedures described
above, the Fund or Seligman Data Corp. may be liable for any losses due to un-
authorized or fraudulent instructions. Telephone transactions must be effected
through a representative of Seligman Data Corp., i.e., requests may not be
communicated via Seligman Data Corp.'s automated telephone answering system.
Shareholders, of course, may refuse or cancel telephone services. Telephone
services may be terminated by a shareholder at any time by sending a written
request to Seligman Data Corp. TELEPHONE SERVICES MAY NOT BE ESTABLISHED BY A
SHAREHOLDER'S BROKER/DEALER WITHOUT THE WRITTEN AUTHORIZATION OF THE SHARE-
HOLDER. Written acknowledgment of the addition of telephone services to an ex-
isting account or termination of telephone services will be sent to the share-
holder at the address of record.
REDEMPTION OF SHARES
A shareholder may redeem shares held in book credit form ("uncertificated")
without charge except a CDSL, if applicable, at any time by SENDING A WRITTEN
REQUEST to Seligman Data Corp., P.O. Box 3947, New York, NY 10008-3947; or if
the request is being sent by overnight delivery service to 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 certifi-
cates must be endorsed for transfer or accompanied by an endorsed stock power
signed by all shareowners exactly as their name(s) appear(s) on the account
registration. The shareholder's letter of instruction or endorsed stock power
should specify the Series name, account number, class of shares (A, B or D)
and the number of shares or dollar amount to be redeemed. The Fund cannot ac-
cept conditional redemption requests (i.e., requests to sell shares at a spe-
cific price or on a future date).
If the redemption proceeds are (i) $50,000 or more, (ii) to be paid to some-
one 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 fi-
nancial insti-
31
<PAGE>
tution including, but not limited to, the following: banks, trust companies,
credit unions, securities brokers and dealers, savings and loan associations
and participants in the Securities Transfer Association Medallion Program
(STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock Ex-
change Medallion Signature Program (MSP). The Fund reserves the right to re-
ject a signature guarantee where it is believed that the Fund will be placed
at risk by accepting such guarantee. A signature guarantee is also necessary
in order to change the account registration. Notarization by a notary public
is not an acceptable signature guarantee. ADDITIONAL DOCUMENTATION MAY BE RE-
QUIRED BY SELIGMAN DATA CORP. IN THE EVENT OF A REDEMPTION BY CORPORATIONS,
EXECUTORS, ADMINISTRATORS, TRUSTEES, CUSTODIANS OR RETIREMENT PLANS. FOR FUR-
THER 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 (except for shares purchased without an ini-
tial sales load due to the size of the purchase), 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 A shares which were purchased
without an initial sales load because the purchase amount was $1,000,000 or
more are redeemed within eighteen months of purchase, a shareholder will re-
ceive the net asset value per share next determined after receipt of a request
in good order, less a CDSL of 1% described under "Purchase of Shares--Class A
Shares--Initial Sales Load" above. 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 may "sell" shares to the Fund through an investment dealer
and, in that way, be certain, providing the order is timely, of receiving the
net asset value established at the end of the day on which the dealer is given
the repurchase order (less any applicable CDSL in the case of Class D shares).
The Fund makes no charge for this transaction, but the dealer may charge a
service fee. "Sell" or repurchase orders received from an authorized dealer
before the close of the NYSE and received by SFSI, the repurchase agent, be-
fore the close of business on the same day will be executed at the net asset
value per share determined as of the close of the NYSE on that day, less any
applicable CDSL. Repurchase orders received from authorized dealers after the
close of the NYSE or not received by SFSI prior to the close of business, will
be executed at the net asset value determined as of the close of the NYSE on
the next trading day, less any applicable CDSL. Shares held in a "street name"
account with a broker/dealer may be sold to the Fund only through a
broker/dealer.
TELEPHONE REDEMPTIONS. Telephone redemptions of uncertificated shares pay-
able to the address of record 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. Re-
demption requests by telephone will not be accepted within 30 days following
an address change. Qualified Plans, IRAs or other retirement plans are not el-
igible for telephone redemptions. The Fund reserves the right to suspend or
terminate its telephone redemption service at any time without notice.
For more information about telephone redemptions, and the circumstances un-
der which shareholders may bear the risk of loss for a fraudulent transaction,
see "Telephone Transactions" above.
32
<PAGE>
GENERAL. With respect to shares redeemed, a check for the proceeds will be
sent to the shareholder's address of record within seven calendar days after
acceptance of the redemption order and will be made payable to all of the reg-
istered owners on the account. With respect to shares repurchased by the Fund,
a check for the proceeds will be sent to the investment dealer within seven
days after acceptance of the repurchase order and will be made payable to the
investment dealer. The Fund will not permit redemptions of shares with respect
to shares purchased by check (unless certified) until the Fund receives notice
that the check has cleared, which may be up to 15 days from the credit of such
shares to the shareholder's account. The proceeds of a redemption or repur-
chase may be more or less than the shareholder's cost.
The Fund reserves the right to redeem shares owned by a shareholder whose
investment in a Series has a value of less than a minimum specified by the
Fund's Board of Directors, which is presently $500. Shareholders would be sent
a notice before such redemption is processed stating that the value of their
investment in a Series is less than the specified minimum and that they have
sixty days to make an additional investment.
REINSTATEMENT PRIVILEGE. If a shareholder redeems Class A shares and then
decides to reinvest them, or to shift the investment to another Series of the
Fund or to one of the other Seligman Mutual Funds, a shareholder may, within
120 calendar days of the date of the redemption, use all or any part of the
proceeds of the redemption to reinstate, free of an initial sales load, all or
any part of the investment in Class A shares of the Series or any of the other
Seligman Mutual Funds. If a shareholder redeems Class B or Class D shares and
the redemption was subject to a CDSL, the shareholder may reinstate the in-
vestment in shares of the same class of the Series or of any of the other Se-
ligman Mutual Funds within 120 calendar days of the date of redemption and re-
ceive a credit for the CDSL paid. Such investment will be reinstated at the
net asset value per share established as of the close of the NYSE on the day
the request is received. Seligman Data Corp. must be informed that the pur-
chase is a reinstated investment. REINSTATED SHARES MUST BE REGISTERED EXACTLY
AND BE OF THE SAME CLASS AS THE SHARES PREVIOUSLY REDEEMED; AND THE FUND'S
MINIMUM INITIAL INVESTMENT AMOUNT MUST BE MET AT THE TIME OF REINSTATEMENT.
Generally, exercise of the Reinstatement Privilege does not alter the fed-
eral income tax status of any capital gain realized on a sale of a Series'
shares, but to the extent that any shares are sold at a loss and the proceeds
are reinvested in shares of the same Series, some or all of the loss will not
be allowed as a deduction, depending upon the percentage of the proceeds rein-
vested.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLANS
Under each Series' Administration, Shareholder Services and Distribution
Plan (the "Plans"), each Series may pay to SFSI an administration, shareholder
services and distribution fee in respect of each Series' Class A, Class B and
Class D shares. Payments under the Plans may include, but are not limited to:
(i) compensation to securities dealers and other organizations ("Service Orga-
nizations") for providing distribution assistance with respect to assets in-
vested in a Series, (ii) compensation to Service Organizations for providing
administration, accounting and other shareholder services with respect to Se-
ries' shareholders, and (iii) otherwise promoting the sale of shares of each
Series, including paying for the preparation of advertising and sales litera-
ture and the printing and distribution of such promotional materials and pro-
spectuses to prospective investors and defraying SFSI's costs incurred in con-
nection with its marketing efforts with respect to shares of the Series. The
Manager, in its sole discretion, may also make similar payments to SFSI from
its own resources which may include the management fee that the Manager re-
ceives from each Series.
33
<PAGE>
Under the Plans, each Series reimburses SFSI for its expenses with respect
to Class A shares at an annual rate of up to .25% of the average daily net as-
set value of such Series' Class A shares. It is expected that the proceeds
from the fee in respect of Class A shares will be used primarily to compensate
Service Organizations which enter into agreements with SFSI. Such Service Or-
ganizations will receive from SFSI a continuing fee of up to .25%, on an an-
nual basis, payable quarterly, of the average daily net assets of a Series'
Class A shares attributable to the particular Service Organization for provid-
ing personal services and/or the maintenance of shareholder accounts. The fee
payable from time to time is, within such limit, determined by the Directors
of the Fund.
Under the Plans, each Series reimburses SFSI for its expenses with respect
to Class B and Class D shares at an annual rate of up to 1% of the respective
average daily net asset value of such Series' Class B and Class D shares. Pro-
ceeds from a Series' Class B distribution fees are used to pay Service Organi-
zations a continuing fee of up to .25% on an annual basis of the average net
asset value of Class B shares attributable to particular Service Organizations
for providing personal service and/or the maintenance of shareholder accounts
and will also be used by SFSI to defray the expense of the payment of 4% made
by it to Service Organizations at the time of sale of Class B shares. Proceeds
from Class D distribution fees are used primarily to compensate Service Orga-
nizations for administration, shareholder services and distribution assistance
(including a continuing fee of up to .25%, on an annual basis, of the average
daily net asset value of a Series' Class 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 1% made by it to Service Organizations at the time of the
sale of Class D shares. The amounts expended by SFSI in any one year upon the
initial purchase of Class B and Class D shares may exceed the amounts received
by it from the Plan payments retained. Expenses of administration, shareholder
services and distribution of a Series' Class B and Class D shares in one fis-
cal year may be paid from a Series' Class B and Class D Plan fees, respective-
ly, received in any other fiscal year.
The Plan as it relates to the Class A and Class D shares of the Interna-
tional Fund was first approved by the Fund's Board of Directors on July 15,
1993 and by the shareholders of the International Fund on September 21, 1993.
The Plan as it relates to the Class A, B, and D shares of the Emerging Markets
Growth Fund was first approved by the Fund's Board of Directors on March 21,
1996 and by the sole shareholder of each class of the Fund on May 10, 1996.
The Plan as it relates to the Class A and Class D shares of the Global Growth
Opportunities Fund was approved by the Fund's Board of Directors on September
21, 1995 and by the sole shareholder of the Global Growth Opportunities Fund
on October 30, 1995. The Plan as it relates to the Class A and Class D shares
of the Global Smaller Companies Fund was first approved by the Fund's Board of
Directors on July 16, 1992 and by the shareholders of the Global Smaller Com-
panies Fund on May 20, 1993. The Plan as it relates to the Class A and Class D
shares of the Global Technology Fund was first approved by the Directors on
March 17, 1994 and by the sole shareholder of the Global Technology Fund on
May 20, 1994. The Plan as it relates to Class B shares was approved by the Di-
rectors of the Fund on March 21, 1996. The Plans are reviewed by the Directors
annually. The total amounts paid for the fiscal year ended October 31, 1996 in
respect of each Series' Class A, Class B and Class D shares' average daily net
assets pursuant to the Plans were as follows:
<TABLE>
<CAPTION>
% OF AVERAGE NET ASSETS
------------------------
SERIES CLASS A CLASS B* CLASS D
------ ------- -------- -------
<S> <C> <C> <C>
International Fund .17% 1.00% 1.00%
Emerging Markets
Growth Fund* .22% 1.00% 1.00%
Global Growth
Opportunities Fund .24% 1.00% 1.00%
Global Smaller
Companies Fund .24% 1.00% 1.00%
Global Technology Fund .23% 1.00% 1.00%
</TABLE>
- -------
*Annualized.
34
<PAGE>
Seligman Services, Inc. ("SSI"), an affiliate of the Manager, is a limited
purpose broker/dealer. SSI acts as a broker/dealer of record for most share-
holder accounts that do not have a designated broker/dealer of record, includ-
ing all such shareholder accounts established after April 1, 1995, and re-
ceives compensation for providing personal service and account maintenance to
such accounts of record.
EXCHANGE PRIVILEGE
A shareholder may, without charge, exchange at net asset value any part or
all of an investment in a Series for shares of another Series or for shares of
any of the other Seligman Mutual Funds. 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 ba-
sis of relative net asset value.
If shares that are subject to a CDSL are exchanged for shares of another Se-
ligman Mutual Fund, then for purposes of assessing the CDSL payable upon dis-
position of the acquired shares, the applicable holding period shall be re-
duced by the holding period of the original shares.
Class B shareholders of the Fund exercising the exchange privilege will con-
tinue to be subject to the Series' CDSL schedule if such schedule is higher or
longer than the CDSL schedule relating to the new Class B shares. In addition,
Class B shares of the Series acquired through exchange will be subject to the
Series' CDSL schedule if such schedule is higher or longer than the CDSL
schedule relating to the Class B shares of the Fund from which the exchange
has been made.
Aside from the Series described in this Prospectus, the Seligman Mutual
Funds available under the Exchange Privilege are:
. SELIGMAN CAPITAL FUND, INC. seeks aggressive capital appreciation. Current
income is not an objective.
. SELIGMAN CASH MANAGEMENT FUND, INC. invests in high-quality money market in-
struments. Shares are sold at net asset value.
. SELIGMAN COMMON STOCK FUND, INC. seeks favorable current income and long-
term growth of both income and capital value without exposing capital to undue
risk.
. SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC. invests in shares of com-
panies in the communications, information and related industries to produce
capital gain. Income is not an objective.
. SELIGMAN FRONTIER FUND, INC. seeks to produce growth in capital value, in-
come may be considered but will only be incidental to the fund's investment
objective.
. SELIGMAN GROWTH FUND, INC. seeks longer-term growth in capital value and an
increase in future income.
. SELIGMAN HIGH INCOME FUND SERIES seeks high current income by investing in
debt securities. The Fund consists of the Seligman U.S. Government Securities
Series and the Seligman High-Yield Bond Series.
. SELIGMAN INCOME FUND, INC. seeks high current income and the possibility of
improvement of future income and capital value.
. SELIGMAN MUNICIPAL FUND SERIES, INC. consists of several State Series and a
National Series. The National Municipal Series seeks to provide maximum income
exempt from regular federal income taxes; individual state series, each seek-
ing to maximize income exempt from regular federal income taxes and from per-
sonal income taxes in designated states, are available for Colorado, Georgia,
Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New York,
Ohio, Oregon and South Carolina. (Does not currently offer Class B shares.)
35
<PAGE>
. SELIGMAN MUNICIPAL SERIES TRUST includes the Seligman California Municipal
Quality Series, the Seligman California Municipal High-Yield Series, the Selig
man Florida Municipal Series and the Seligman North Carolina Municipal Series,
each of which invests in municipal securities of its designated state. (Does
not currently offer Class B shares.)
. SELIGMAN NEW JERSEY MUNICIPAL FUND, INC. invests in investment grade New
Jersey municipal securities. (Does not currently offer Class B shares.)
. SELIGMAN PENNSYLVANIA MUNICIPAL FUND SERIES invests in investment grade
Pennsylvania municipal securities. (Does not currently offer Class B shares.)
All permitted exchanges will be based on the net asset values of the respec-
tive funds determined at the close of the NYSE on that day. Telephone requests
for exchanges must be received between 8:30 a.m. and 4:00 p.m. Eastern time,
on any business day, by Seligman Data Corp. at (800) 221-2450, and will be
processed as of the close of business on that day. The registration of an ac-
count into which an exchange is made must be identical to the registration of
the account from which shares are exchanged. When establishing a new account
by an exchange of shares, the shares being exchanged must have a value of at
least the minimum initial investment required by the mutual fund into which
the exchange is being made. The method of receiving distributions, unless oth-
erwise indicated, will be carried over to the new fund account, as will tele-
phone services. Account services, such as Invest-A-Check (R) Service, Directed
Dividends and Automatic Cash Withdrawal Service will not be carried over to
the new fund account unless specifically requested and permitted by the new
fund. Exchange orders may be placed to effect an exchange of a specific number
of shares, an exchange of shares equal to a specific dollar amount or an ex-
change of all shares held. Shares for which certificates have been issued may
not be exchanged via telephone and may be exchanged only upon receipt of an
exchange request together with certificates representing shares to be ex-
changed in proper form.
The Exchange Privilege via mail is generally applicable to investments in
group retirement plans, although some restrictions may apply. The terms of the
exchange offer described herein may be modified at any time; and not all of
the mutual funds in the Seligman Group are available to residents of all
states. Before making any exchange, a shareholder should contact an authorized
investment dealer or Seligman Data Corp. to obtain prospectuses of any of the
Seligman Mutual Funds.
A broker/dealer representative of record will be able to effect exchanges on
behalf of a shareholder only if the shareholder has telephone services or the
broker/dealer has entered into a Telephone Exchange Agreement with SFSI
wherein the broker/dealer must agree to indemnify SFSI and the Seligman Mutual
Funds from any loss or liability incurred as a result of the acceptance of
telephone exchange orders.
Written confirmation of all exchanges will be forwarded to the shareholder
to whom the exchanged shares are registered and a duplicate confirmation will
be sent to the dealer of record listed on the account. SFSI reserves the right
to reject any telephone exchange request. Any rejected telephone exchange or-
der may be processed by mail. For more information about telephone exchange
privileges, which, unless objected to, are assigned to certain shareholders
automatically, and the circumstances under which shareholders may bear the
risk of loss for a fraudulent transaction, see "Telephone Transactions" above.
Exchanges of shares are sales and may result in a gain or loss for federal
income tax purposes.
FURTHER INFORMATION ABOUT TRANSACTIONS IN THE SERIES
Because excessive trading (including short-term, "market timing" trading)
can hurt a Series' performance, the Fund, on behalf of a Series, may refuse
36
<PAGE>
any exchange (1) from any shareholder account from which there have been two
exchanges in the preceding three month period, or (2) where the exchanged
shares equal in value the lesser of $1,000,000 or 1% of the Series' net as-
sets. The Fund may also refuse any exchange or purchase order from any share-
holder account if the shareholder or the shareholder's broker/dealer has been
advised that previous patterns of purchases and redemptions or exchanges have
been considered excessive. Accounts under common ownership or control, includ-
ing those with the same taxpayer ID number and those administered so as to re-
deem or purchase shares based upon certain predetermined market indicators,
will be considered one account for this purpose. Additionally, the Fund re-
serves the right to refuse any order for the purchase of shares.
DIVIDENDS AND DISTRIBUTIONS
Dividends payable from each Series' net investment income are distributed at
least annually. Payments vary in amount depending on income received from
portfolio securities and the cost of operations. Each Series distributes sub-
stantially all of any taxable net long-term and short-term gain realized on
investments to shareholders at least annually. Dividends and distributions
will generally be taxable to shareholders in the year in which they are de-
clared by the Fund if paid before February 1 of the following year.
Shareholders may elect (1) to receive both dividends and gain distributions
in shares; (2) to receive dividends in cash and gain distributions in shares;
or (3) to receive both dividends and gain distributions in cash. Cash divi-
dends and gain distributions are paid by check. If the payment option you pre-
fer is not listed, contact Seligman Data Corp. at (800) 221-2450 to request
information on other available options. In the case of prototype retirement
plans, dividends and capital gain distributions are reinvested in additional
shares. Unless another election is made, dividends and capital gain distribu-
tions will be credited to shareholder accounts in additional shares. Shares
acquired through a dividend or gain distribution and credited to a sharehold-
er's account are not subject to an initial sales load or a CDSL. Dividends and
gain distributions paid in shares are invested on the payable date using the
net asset value of the ex-dividend date. Shareholders may elect to change
their dividend and gain distribution options by writing Seligman Data Corp. at
the address listed below. If the shareholder has telephone services, changes
may also be telephoned to Seligman Data Corp. between 8:30 a.m. and 6:00 p.m.
Eastern time, by either the shareholder or the broker/dealer of record on the
account. For information about telephone services, see "Telephone Transac-
tions." These elections must be received by Seligman Data Corp. before the
record date for the dividend or distribution in order to be effective for such
dividend or distribution.
The per share dividends from net investment income on Class B and Class D
shares will be lower than the per share dividends on Class A shares as a re-
sult of the higher distribution fees applicable with respect to Class B and
Class D shares. Per share dividends of the three classes may also differ as a
result of differing class expenses. Distributions of net capital gains, if
any, will be paid in the same amount for Class A, Class B and Class D shares.
See "Purchase of Shares--Valuation."
Shareholders exchanging shares of a mutual fund for shares of another Selig-
man Mutual Fund will continue to receive dividends and gains as elected prior
to such exchange unless otherwise specified. In the event that a shareholder
redeems, sells, transfers or exchanges all shares in an account between the
record date and the payable date, the value of dividends or gain distributions
declared and payable will be paid in cash regardless of the existing election.
FEDERAL INCOME TAXES
Each Series intends to continue to qualify as a regulated investment company
under the Code. For each year so qualified, each Series will not be subject to
federal income taxes on its net investment income and capital gains, if any,
realized during any taxable
37
<PAGE>
year, which it distributes to its shareholders, provided that at least 90% of
its net investment income and net short-term capital gains are distributed to
shareholders each year.
Dividends from net investment income and distributions from net short-term
capital gains are taxable as ordinary income to the shareholders, whether re-
ceived in cash or reinvested in additional shares, and, to the extent desig-
nated as derived from a Series' dividend income that would be eligible for the
dividends received deduction if the Series were not a regulated investment
company, they are eligible, subject to certain restrictions, for the 70% divi-
dends received deduction for corporations.
Distributions of net capital gains, i.e., the excess of net long-term capi-
tal gains over any net short-term losses, are taxable as long-term capital
gain, whether received in cash or invested in additional shares, regardless of
how long shares have been held by the shareholders; such distributions are not
eligible for the dividends received deduction allowed to corporate sharehold-
ers.
Any gain or loss realized upon a sale or redemption of shares of a Series by
a shareholder who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than one
year and otherwise as a short-term capital gain or loss. However, if shares on
which a long-term capital gain distribution has been received are subsequently
sold or redeemed and such shares have been held for six months or less, any
loss realized will be treated as long-term capital loss to the extent that it
offsets the long-term capital gain distribution. In addition, no loss will be
allowed on the sale or other disposition of shares of a Series if, within a
period beginning 30 days before the date of such sale or disposition and end-
ing 30 days after such date, the holder acquires (such as through dividend re-
investment) securities that are substantially identical to the shares of such
Series.
In determining gain or loss on shares of a Series that are sold or exchanged
within 90 days after acquisition, a shareholder generally will not be permit-
ted to include in the tax basis attributable to such shares the sales load in-
curred in acquiring such shares to the extent of any subsequent reduction of
the sales load by reason of the Exchange or Reinstatement Privilege offered by
the Fund. Any sales load not taken into account in determining the tax basis
of shares sold or exchanged within 90 days after acquisition will be added to
the shareholder's tax basis in the shares acquired pursuant to the Exchange or
Reinstatement Privilege.
A Series will generally be subject to an excise tax of 4% on the amount of
any income or capital gains, above certain permitted levels, distributed to
shareholders on a basis such that such income or gain is not taxable to share-
holders in the calendar year in which it was earned. Furthermore, dividends
declared in October, November or December payable to shareholders of record on
a specified date in such a month and paid in the following January will be
treated as having been paid by the Series and received by each shareholder in
December. Under this rule, therefore, shareholders may be taxed in one year on
dividends or distributions actually received in January of the following year.
Portions of a Series' investment income may be subject to foreign income
taxes withheld at source. Each Series intends to operate so as to meet the re-
quirements of the Code to enable it, subject to certain limitations imposed by
the Code, to "pass through" to its shareholders credit for foreign taxes paid,
but there can be no assurance that a Series will be able to do so. See "Taxes"
in the Statement of Additional Information.
UNLESS A SHAREHOLDER INCLUDES A CERTIFIED TAXPAYER IDENTIFICATION NUMBER
(SOCIAL SECURITY NUMBER FOR INDIVIDUALS) ON THE ACCOUNT APPLICATION AND CERTI-
FIES THAT THE SHAREHOLDER IS NOT SUBJECT TO BACKUP WITHHOLDING, THE FUND IS
REQUIRED TO WITH -
38
<PAGE>
HOLD AND REMIT TO THE U.S. TREASURY A PORTION OF DISTRIBUTIONS AND OTHER RE-
PORTABLE PAYMENTS TO THE SHAREHOLDER. THE RATE OF BACKUP WITHHOLDING IS 31%.
SHAREHOLDERS SHOULD BE AWARE THAT, UNDER REGULATIONS PROMULGATED BY THE INTER-
NAL REVENUE SERVICE, THE FUND MAY BE FINED $50 ANNUALLY FOR EACH ACCOUNT FOR
WHICH A CERTIFIED TAXPAYER IDENTIFICATION NUMBER IS NOT PROVIDED. IN THE EVENT
THAT SUCH A FINE IS IMPOSED, THE FUND MAY CHARGE A SERVICE FEE OF UP TO $50
THAT MAY BE DEDUCTED FROM THE SHAREHOLDER'S ACCOUNT AND OFFSET AGAINST ANY UN-
DISTRIBUTED DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. THE FUND ALSO RESERVES
THE RIGHT TO CLOSE ANY ACCOUNT WHICH DOES NOT HAVE A CERTIFIED TAXPAYER IDEN-
TIFICATION NUMBER.
Shareholders are urged to consult their tax advisors concerning the effect
of federal income taxes in their individual circumstances.
SHAREHOLDER INFORMATION
Shareholders will be sent reports semi-annually regarding the Fund. General
information about the Fund and its Series may be requested by writing the Cor-
porate Communications/Investor Relations Department, J. & W. Seligman & Co.
Incorporated, 100 Park Avenue, New York, NY 10017 or telephoning the Corporate
Communications/Investor Relations Department toll-free at (800) 221-7844 from
all continental United States, except New York, or (212) 850-1864 in New York
State and the Greater New York City area. Information about shareholder ac-
counts may be requested by writing Shareholder Services, Seligman Data Corp.
at the same address or by telephone toll-free by dialing (800) 221-2450 from
all continental United States. Seligman Data Corp. may be telephoned Monday
through Friday (except holidays), between the hours of 8:30 a.m. and 6:00 p.m.
Eastern time, and calls will be answered by a service representative.
24 HOUR TELEPHONE ACCESS IS AVAILABLE BY DIALING (800) 622-4597 ON A
TOUCHTONE PHONE, WHICH PROVIDES INSTANT ACCESS TO PRICE, YIELD, ACCOUNT BAL-
ANCE, MOST RECENT TRANSACTION AND OTHER INFORMATION. IN ADDITION, ACCOUNT
STATEMENTS AND FORM 1099-DIV CAN BE ORDERED. TO INSURE PROMPT DELIVERY OF DIS-
TRIBUTION CHECKS, ACCOUNT STATEMENTS AND OTHER INFORMATION, SELIGMAN DATA
CORP. SHOULD BE NOTIFIED IMMEDIATELY IN WRITING OF ANY ADDRESS CHANGE. ADDRESS
CHANGES MAY BE TELEPHONED TO SELIGMAN DATA CORP. IF THE SHAREHOLDER HAS TELE-
PHONE SERVICES. FOR MORE INFORMATION ABOUT TELEPHONE SERVICES, SEE "TELEPHONE
TRANSACTIONS" ABOVE.
ACCOUNT SERVICES. Shareholders are sent confirmation of financial transac-
tions.
Other investor services are available. These include:
. INVEST-A-CHECK (R) SERVICE enables a shareholder to authorize additional
purchases of shares automatically by electronic funds transfer from a checking
or savings account, if the bank that maintains the account is a member of the
Automated Clearing House ("ACH"), or by preauthorized checks to be drawn on
the shareholder's checking account at regular monthly intervals in fixed
amounts of $100 or more per fund, or regular quarterly intervals in fixed
amounts of $250 or more per fund, to purchase shares. Accounts may be estab-
lished concurrently with the Invest-A-Check(R) Service only if accompanied by
a $100 minimum investment in conjunction with the monthly investment option or
a $250 minimum investment in conjunction with the quarterly investment option.
For investments into the Seligman Time Horizon Matrix SM Asset Allocation Pro-
gram, the minimum amount is $500 at regular monthly intervals or $1,000 at
regular quarterly intervals. (See "Terms and Conditions" on page 43).
. AUTOMATIC DOLLAR-COST-AVERAGING SERVICE permits a shareholder of Seligman
Cash Management Fund to exchange a specified amount, at regular monthly inter-
vals in fixed amounts of $100 or more per fund, or regular quarterly intervals
in fixed amounts of $250 or more per fund, from shares of any
39
<PAGE>
class of the Cash Management Fund into shares of the same class of any other
Seligman Mutual Fund registered in the same name. For exchanges into the Se-
ligman Time Horizon Matrix SM Asset Allocation Program, the minimum amount is
$500 at regular monthly intervals or $1,000 at regular quarterly intervals.
The shareholder's Cash Management Fund account must have a dollar value of at
least $5,000 at the initiation of the service. Exchanges will be made at the
public offering price.
. DIVIDENDS FROM OTHER INVESTMENTS permits a shareholder to order dividends
payable on shares of other companies to be paid to and invested in additional
shares of a Series or another Seligman Mutual Fund. (Dividend checks must meet
or exceed the required minimum purchase amount and include the shareholder's
name, account number, the name of the fund and the class of shares in which
the investment is to be made.)
. AUTOMATIC CD TRANSFER SERVICE permits a shareholder to instruct a bank to
invest the proceeds of a maturing bank certificate of deposit ("CD") in
shares of any designated Seligman Mutual Fund. Shareholders who wish to use
this service should contact Seligman Data Corp. or a broker to obtain the nec-
essary documentation. Banks may charge a penalty on CD assets withdrawn prior
to maturity. Accordingly, it will not normally be advisable to liquidate a CD
before its maturity.
. AUTOMATIC CASH WITHDRAWAL SERVICE permits payments at regular intervals to
be made to a shareholder who owns or purchases shares worth $5,000 or more
held as book credits. Holders of Class A shares purchased at net asset value
because the purchase amount was $1,000,000 or more should bear in mind that
withdrawals will be subject to a 1% CDSL if made within eighteen months of
purchase of such shares. Holders of Class B shares may elect to use this serv-
ice 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 43).
. DIRECTED DIVIDENDS allows a shareholder to pay dividends to another person
or to direct the payment of such dividends to another Seligman Mutual Fund for
purchase at net asset value. Dividends on Class A, Class B and Class D shares
may be directed only to shares of the same class of another Seligman Mutual
Fund.
. OVERNIGHT DELIVERY to service shareholder requests is available for a
$15.00 fee which will be deducted from a shareholder's account, if requested.
. COPIES OF ACCOUNT STATEMENTS will be sent to each shareholder free of
charge for the current year and most recent prior year. Copies of year-end
statements for prior years are available for a fee of $10.00 per year, per ac-
count, with a maximum charge of $150 per account. Statement requests should be
forwarded, along with a check, to Seligman Data Corp.
TAX-DEFERRED RETIREMENT PLANS. Shares of each Series may be purchased for
all types of tax-deferred retirement plans. SFSI makes available plans, plan
forms and custody agreements for:
--Individual Retirement Accounts (IRAs);
--Simplified Employee Pension Plans (SEPs);
--Section 401(k) Plans for corporations and their employees;
--Section 403(b)(7) Plans for employees of public school systems and cer-
tain non-profit organizations who wish to make deferred compensation ar-
rangements; and
--Pension and Profit Sharing Plans for sole proprietorships, corporations
and partnerships.
These types of plans may be established only upon receipt of a written ap-
plication form. The Fund may register an IRA investment for which an account
40
<PAGE>
application has not been received as an ordinary taxable account.
For more information, write Retirement Plan Services, Seligman Data Corp.,
100 Park Avenue, New York, NY 10017 or telephone toll-free (800) 445-1777 from
all continental United States. You also may receive information through an au-
thorized dealer.
ADVERTISING A SERIES' PERFORMANCE
From time to time, a Series advertises its "total return" and "average an-
nual total return", each of which is calculated separately for Class A, Class
B and Class D shares. THESE FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE
NOT INTENDED TO INDICATE FUTURE PERFORMANCE. The "total return" shows what an
investment in shares of Class A, Class B and Class D of a Series would have
earned over a specified period of time (for example, one, five and ten year
periods or since inception) assuming the payment of the maximum front-end
sales load, if any (or CDSL upon redemption, if applicable), when the invest-
ment was made and that all distributions and dividends paid by the Series were
reinvested on the reinvestment dates during the period. The "average annual
total return" is the annual rate required for initial payment to grow to the
amount which would be received at the end of the specified period (one, five
and ten year periods or since inception of the Series), i.e., the average an-
nual compound rate of return. Total return and average annual total return may
also be presented without the effect of an initial sales load or CDSL, as ap-
plicable. The total return and average annual total return for Class A shares
of the International Fund quoted from time to time are not adjusted for the
period prior to September 21, 1993 for the annual administration, shareholder
services and distribution fee. Such fee, if reflected, would reduce the per-
formance quoted. The waiver by the Manager and Subadviser of their fees and
reimbursement of certain expenses during certain periods (as set forth under
"Financial Highlights" herein) would positively affect the performance results
quoted.
From time to time, reference may be made in advertising or promotional mate-
rial to performance information, including mutual fund rankings, prepared by
Lipper Analytical Service, Inc. ("Lipper"), an independent reporting service
that monitors the performance of mutual funds. In calculating the total return
of a Series' Class A, Class B and Class D shares, the Lipper analysis assumes
investment of all dividends and distributions paid but does not take into ac-
count applicable sales loads. A Series may also refer in advertisements or in
other promotional material to articles, comments, listings and columns in the
financial press pertaining to the Series' performance. Examples of such finan-
cial and other press publications include Barron's, Business Week,
CDA/Weisenberger Mutual Fund Investment Report, Christian Science Monitor, Fi-
nancial Planning, Financial Times, Financial World, Forbes, Fortune, Individ-
ual Investor, Investment Advisor, Investors Business Daily, Kiplinger's, Los
Angeles Times, MONEY Magazine, Morningstar, Inc., Pensions and Investments,
Smart Money, The New York Times, USA Today, U.S. News and World Report, The
Wall Street Journal, Washington Post, Worth Magazine and Your Money.
ORGANIZATION AND CAPITALIZATION
The International Fund, the Emerging Markets Growth Fund, the Global Growth
Opportunities Fund, the Global Smaller Companies Fund and the Global Technol-
ogy Fund are each separate series of Seligman Henderson Global Fund Series,
Inc., an open-end investment company incorporated under the laws of the state
of Maryland on November 22, 1991. The name of the Fund was changed from Selig-
man International Fund Series Inc., to its present name on May 25, 1993. The
Directors of the Fund are authorized to issue, create and classify shares of
capital stock in separate series without further action by shareholders. To
date, shares in the five Series described herein have been authorized. Shares
of capital stock of each Series have a par value $.001 and are divided into
three classes. Each share of a Series' Class A, Class B and Class D common
stock is equal as to earnings, assets and voting privileges, except that
41
<PAGE>
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 al-
located to such class. All shares have non-cumulative voting rights for the
election of directors. Each outstanding share is fully paid and non-assessa-
ble, and each is freely transferable. There are no liquidation, conversion or
preemptive rights.
42
<PAGE>
TERMS AND CONDITIONS
GENERAL ACCOUNT INFORMATION
Investments will be made in as many shares of a Series, including fractions
to the third decimal place, as can be purchased at the net asset value plus a
sales load, if applicable, at the close of business on the day payment is re-
ceived. If a check in payment of a purchase of shares is dishonored for any
reason, Seligman Data Corp. will cancel the purchase and may redeem additional
shares, if any, held in the shareholder's account in an amount sufficient to
reimburse the Fund for any loss it may have incurred and charge a $10.00 re-
turn check fee. Shareholders will receive dividends from investment income and
any distributions from gain realized on investments in shares or in cash ac-
cording to the option elected. Dividend and gain options may be changed by no-
tifying Seligman Data Corp. These option changes must be received by Seligman
Data Corp. before the record date for the dividend or distribution to be ef-
fective for such dividend or distribution. Stock certificates will not be is-
sued, unless requested. Replacement stock certificate will be subject to a
surety fee.
INVEST-A-CHECK (R) SERVICE
The Invest-A-Check(R) Service is available to all shareholders. The applica-
tion is subject to acceptance by the shareholder's bank and Seligman Data
Corp. The electronic funds transfer ("ACH debit") or preauthorized check in
the amount specified will be invested in the shareholder's account on the
fifth day (unless otherwise specified) of each month (or on the prior business
day if such day of the month falls on a weekend or holiday) in which an in-
vestment is scheduled and invested at the close of business on the same date.
After the initial investment, the value of shares held in the shareholder's
account must equal not less than two regularly scheduled investments. If an
ACH debit or preauthorized check is not honored by the shareholder's bank, or
if the value of shares held falls below the required minimum, the Invest-A-
Check(R) Service may be suspended. In the event that a check or ACH debit is
returned uncollectable Seligman Data Corp. will cancel the purchase, redeem
shares held in the shareholder's 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 will be deducted from the shareholder's account.
The Invest-A-Check(R) Service may be reinstated upon written request indicat-
ing 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 pur-
suant to these terms. Instructions for establishing Invest-A-Check(R) Service
are given on the Account Application. In the event the shareholder exchanges
all of the shares from one Seligman Mutual Fund to another, the 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 mini-
mum initial investment of at least $100 in connection with the monthly invest-
ment option or $250 in connection with the quarterly investment option. If the
shareholder uses the Invest-A-Check(R) Service to make an IRA investment, the
purchase will be credited as a current year contribution. If the shareholder
uses the Invest A-Check(R) Service to make an investment in a pension or
profit sharing plan, the purchase will be credited as a current year employer
contribution.
AUTOMATIC CASH WITHDRAWAL SERVICE
j 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
and any applicable CDSL. Redemptions will be made at the net asset value at
the close of business on the specific day designated by the shareholder of
each month (or on the prior business day if the day specified falls on a week-
end or holiday), less, in the case of Class B Shares, any applicable CDSL. Re-
demptions of Class A shares which were purchased at net asset value because
the purchase amount was $1,000,000 or more will be subject to a CDSL if made
within eighteen months of purchase of stock shares. The shareholder may change
the amount of scheduled payments or may suspend payments by written notice to
Seligman Data Corp. at least ten days prior to the effective date of such a
change or suspension. The Service may be terminated by the shareholder or Se-
ligman Data Corp. at any time by written notice. It will be terminated upon
proper notification of the death or legal incapacity of the shareholder. This
Service is considered terminated in the event a withdrawal of shares, other
than to make scheduled withdrawal payments, reduces the value of shares re-
maining on deposit to less than $5,000. Continued payments in excess of divi-
dend income invested will reduce and ultimately exhaust capital. Withdrawals,
concurrent with purchases of shares of this or any other investment company,
will be disadvantageous because of the payment of duplicative sales loads, if
applicable. For this reason, additional purchases of Fund shares are discour-
aged when the Withdrawal Service is in effect.
LETTER OF INTENT--CLASS A SHARES ONLY
Seligman Financial Services, Inc. will hold in escrow shares equal to 5% of
the minimum purchase amount specified. Dividends and distributions on the
escrowed shares will be paid directly to the shareholder or credited to the
shareholder's account. All shares held in escrow will be deposited into the
shareholder's account in book credit form, or, if requested, delivered to the
shareholder upon completion of the Letter of Intent. The shareholder may in-
clude toward completion of a Letter of Intent the total asset value of shares
of the Seligman Mutual Funds on which an initial sales load was paid as of the
date of the Letter. If the total amount invested within the thirteen-month pe-
riod does not equal or exceed the specified minimum purchase, the shareholder
will be requested to pay the difference between the amount of the sales load
paid and the amount of the sales load applicable to the total purchase made.
If, within 20 days following the mailing of a written request, the shareholder
has not paid this additional sales load to Seligman Financial Services, Inc.,
sufficient escrowed shares will be redeemed for payment of the additional
sales load. Shares remaining in escrow after this payment will be released to
the shareholder's account. The intended purchase amount may be increased at
any time during the thirteen-month period by filing a revised Agreement for
the same period, provided that the Dealer furnishes evidence that an amount
representing the reduction in sales load under the new Agreement, which be-
comes applicable on purchases already made under the original Agreement, will
be refunded to the Fund and that the required additional escrowed shares will
be purchased by the shareholder.
Shares of Seligman Cash Management Fund, Inc. which have been acquired by an
exchange of shares of another Seligman Mutual Fund on which there is a front-
end sales load may be taken into account in completing a Letter of Intent, or
for Right of Accumulation. However, shares of the Seligman Cash Management
Fund which have been purchased directly may not be used for purposes of deter-
mining reduced sales loads on additional purchases of the other mutual funds
in the Seligman Group.
3/97
43
<PAGE>
----------------------------------------------------
P R O S P E C T U S
SELIGMAN
HENDERSON
GLOBAL
FUND
SERIES, INC.
Seligman Henderson Emerging
Markets Growth Fund
Seligman Henderson Global Growth
Opportunities Fund
Seligman Henderson Global Smaller
Companies Fund
Seligman Henderson Global Technology Fund
March 1, 1997
A Capital Appreciation Fund
Seligman Henderson
GLobal Fund Series, Inc.
Seligman Henderson International Fund
Seligman Henderson Emerging Markets Growth Fund
Seligman Henderson Global Growth
Opportunities Fund
Seligman Henderson Global Smaller
Companies Fund
Seligman Henderson Global Technology Fund
100 Park Avenue
New York, NY 10017
Investment Manager
J. & W. Seligman & Co. Incorporated
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
Portfolio Securities Custodian
Morgan Stanley Trust Company (NY)
One Pierrepont Plaza
Brooklyn, New York 11201
General Counsel
Sullivan & Cromwell
125 Broad Street
New York, New York, 10004
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
March 1, 1997
SELIGMAN HENDERSON INTERNATIONAL FUND
SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue
New York, New York 10017
New York City Telephone (212) 850-1864
Toll Free Telephone: (800) 221-2450 - all continental United States
For Retirement Plan Information - Toll-Free Telephone: (800) 445-1777
This Statement of Additional Information expands upon and supplements the
information contained in the current Prospectus, dated March 1, 1997, which
includes the Seligman Henderson International Fund (the "International Fund"),
the Seligman Henderson Emerging Markets Growth Fund (the "Emerging Markets
Growth Fund"), the Seligman Henderson Global Growth Opportunities Fund (the
"Global Growth Opportunities Fund"), the Seligman Henderson Global Smaller
Companies Fund (the "Global Smaller Companies Fund") and the Seligman Henderson
Global Technology Fund (the "Global Technology Fund"), each a separate series
(individually, a "Series") of Seligman Henderson Global Fund Series, Inc. (the
"Fund"). It should be read in conjunction with the Fund's Prospectus, which may
be obtained by writing or calling the Fund at the above address or telephone
numbers. This Statement of Additional Information, although not in itself a
Prospectus, is incorporated by reference into the Prospectus in its entirety.
Each Series of the Fund offers three classes of shares. Class A shares may
be purchased at net asset value plus a sales load of up to 4.75%. Class A shares
purchased in an amount of $1,000,000 or more are sold without an initial sales
load but are subject to a contingent deferred sales load ("CDSL") of 1% (of the
current net asset value or original purchase price, whichever is less) if such
shares are redeemed within eighteen months of purchase. Class B shares may be
purchased at net asset value and are subject to a CDSL, if applicable, in the
following amount (as a percentage of the current net asset value or the original
purchase price, whichever is less, if redemption occurs within the indicated
number of years of purchase of such shares: 5% (less than 1 year), 4% (1 year
but less than 2 years), 3% (2 but less than 4 years), 2% (4 but less that 5
years), 1% (5 but less than 6 years), and 0% (6 or more years). Class B shares
automatically convert to Class A shares after approximately eight years,
resulting in lower ongoing fees. Shares purchased through reinvestment of
dividends and distributions on Class B shares also will convert automatically to
Class A shares along with the underlying shares on which they were earned. Class
D shares may be purchased at net asset value and are subject to a CDSL of 1% if
redeemed within one year of purchase.
TABLE OF CONTENTS
Page
Investment Objectives, Policies and Risks......... 2
Investment Limitations............................ 5
Directors and Officers............................ 6
Management and Expenses........................... 11
Administration, Shareholder Services
And Distribution Plans.......................... 13
Portfolio Transactions............................ 14
Purchase And Redemption Of Series Shares.......... 14
Distribution Services............................. 17
Valuation......................................... 18
Taxes............................................. 19
Performance....................................... 21
General Information............................... 24
Financial Statements.............................. 24
Appendix A........................................ 25
Appendix B........................................ 28
Appendix C........................................ 30
Appendix D........................................ 31
<PAGE>
Each Series' Class A, Class B and Class D shares represent an identical
legal interest in the investment portfolio of such Series and have the same
rights except for certain class expenses and except that Class B and Class D
shares bear higher distribution fees that generally will cause the Class B and
Class D shares to have higher expense ratios 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.
INVESTMENT OBJECTIVES, POLICIES AND RISKS
The International Fund, the Global Growth Opportunities Fund, the Global
Smaller Companies Fund and the Global Technology Fund are each separate Series
of Seligman Henderson Global Fund Series, Inc. The International Fund seeks to
achieve long-term capital appreciation primarily by making investments in
securities of non-U.S. issuers. The Emerging Markets Growth Fund seeks long-term
capital appreciation by investing at least 65% of its net assets in equity
securities of companies in emerging markets. The Global Growth Opportunities
Fund seeks long-term capital appreciation primarily by investing in equity
securities of companies that have the potential to benefit from global economic
or social trends. The Global Smaller Companies Fund seeks to achieve long-term
capital appreciation primarily by making global investments in securities of
emerging companies, i.e., companies with small-to medium-market capitalization.
The Global Technology Fund seeks to achieve long-term capital appreciation by
making global investments of at least 65% of its assets in securities of
companies with business operations in technology and technology-related
industries. There can be no assurance that a Series will achieve its investment
objective. The following information regarding the Series' investment policies
supplements the information contained in the Prospectus.
Purchasing Put Options on Securities. A Series may purchase put options to
protect its portfolio holdings in an underlying security against a decline in
market value. This hedge protection is provided during the life of the put
option since a Series, as holder of the put option, can sell the underlying
security at the put exercise price regardless of any decline in the underlying
security's market price. In order for a put option to be profitable, the market
price of the underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs. By using put options in this
manner, a Series will reduce any profit it might otherwise have realized in the
underlying security by the premium paid for the put option and by transaction
costs.
Because a purchased put option gives the purchaser a right and not an
obligation, the purchaser is not required to exercise the option. If the
underlying position incurs a gain, a Series would let the put option expire
resulting in a reduced profit on the underlying security equal to the cost of
the put option. The cost of the put option is limited to the premium plus
commission paid. A Series' maximum financial exposure will be limited to these
costs.
A Series may purchase options listed on public exchanges as well as
over-the-counter. Options listed on an exchange are generally considered very
liquid. OTC options are considered less liquid, and therefore, will only be
considered where there is not a comparable listed option. Because options will
be used solely for hedging, and due to their relatively low cost and short
duration, liquidity is not a significant concern.
A Series' ability to engage in option transactions may be limited by tax
considerations.
Foreign Currency Transactions. A forward foreign currency exchange contract
is an agreement to purchase or sell a specific currency at a future date and at
a price set at the time the contract is entered into. A Series will generally
enter into forward foreign currency exchange contracts to fix the U.S. dollar
value of a security it has agreed to buy or sell for the period between the date
the trade was entered into and the date the security is delivered and paid for,
or to hedge the U.S. dollar value of securities it owns.
A Series may enter into a forward contract to sell or buy the amount of a
foreign currency it believes may experience a substantial movement against
another currency (including the U.S. dollar). In this case the contract would
approximate the value of some or all of a Series' portfolio securities
denominated in such foreign currency. If appropriate, a Series may hedge all or
part of its foreign currency exposure through the use of a basket of currencies
or a proxy currency where such currencies or proxy currency act as an effective
proxy for other currencies. In these circumstances, a Series may enter into a
forward contract where the amount of the foreign currency to be sold exceeds the
value of the securities denominated in such currency. The use of this basket
hedging technique may be more efficient and economical than entering into
separate forward contracts for each currency held in a Series. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of such
securities in foreign currencies will change as a consequence of market movement
in the
-2-
<PAGE>
value of those securities between the date the forward contract is entered into
and the date it matures. The projection of short-term currency market movement
is extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Under certain circumstances, a Series may commit a
substantial portion or the entire value of its assets to the consummation of
these contracts. The Subadviser will consider the effect a substantial
commitment of its assets to forward contracts would have on the investment
program of each Series and its ability to purchase additional securities.
Except as set forth above and immediately below, a Series will also not
enter into such forward contracts or maintain a net exposure to such contracts
where the consummation of the contracts would oblige a Series to deliver an
amount of foreign currency in excess of the value of such Series' portfolio
securities or other assets denominated in that currency. A Series, in order to
avoid excess transactions and transaction costs, may nonetheless maintain a net
exposure to forward contracts in excess of the value of its portfolio securities
or other assets denominated in that currency provided the excess amount is
"covered" by cash or liquid, high-grade debt securities, denominated in any
currency, having a value at least equal at all times to the amount of such
excess. Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the longer-term investment decisions made
with regard to overall diversification strategies. However, the Subadviser
believes that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of a Series will be served.
At the maturity of a forward contract, a Series may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract obligating it to purchase, on
the same maturity date, the same amount of the foreign currency.
As indicated above, it is impossible to forecast with absolute precision
the market value of portfolio securities at the expiration of the forward
contract. Accordingly, it may be necessary for a Series to purchase additional
foreign currency on the spot market (and bear the expense of such purchase) if
the market value of the security is less than the amount of foreign currency
such Series is obligated to deliver and if a decision is made to sell the
security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of the portfolio security if its market value exceeds the amount of
foreign currency a Series is obligated to deliver. However, a Series may use
liquid, high-grade debt securities, denominated in any currency, to cover the
amount by which the value of a forward contract exceeds the value of the
securities to which it relates.
If a Series retains the portfolio security and engages in an offsetting
transaction, such Series will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If a Series
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between a Series' entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, such Series will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, a Series
will suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.
The Series' dealing in forward foreign currency exchange contracts will
generally be limited to the transactions described above. However, each Series
reserves the right to enter into forward foreign currency contracts for
different purposes and under different circumstances. Of course, a Series is not
required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate by
the Subadviser. It also should be realized that this method of hedging against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date. Additionally, although such contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency, at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.
Investors should be aware of the costs of currency conversion. Although
foreign exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (the "spread") between the prices at which they
are buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to a Series at one rate, while offering a lesser rate of
exchange should such Series desire to resell that currency to the dealer.
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,
-3-
<PAGE>
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 invested. The
Fund to date has not entered into any repurchase agreements and has no present
intention of doing so in the future.
Borrowing. Each Series may from time to time borrow money for temporary,
extraordinary or emergency purposes in an amount up to 5% (10% for the Emerging
Markets Growth Fund) of its total assets from banks at prevailing interest rates
and invest the funds in additional securities. A Series' borrowings are limited
so that immediately after such borrowing the value of the Series' assets
(including borrowings) less its liabilities (not including borrowings) is at
least three times the amount of the borrowings. Should a Series, for any reason,
have borrowings that do not meet the above test, then within three business
days, such Series must reduce such borrowings so as to meet the foregoing test.
Under these circumstances, a Series may have to liquidate portfolio securities
at a time when it is disadvantageous to do so. Gains made with additional funds
borrowed will generally cause the net asset value of a Series' shares to rise
faster than could be the case without borrowings. Conversely, if investment
results fail to cover the cost of borrowings, the net asset value of a Series
could decrease faster than if there had been no borrowings.
Lending of Portfolio Securities. A Series may lend portfolio securities to
certain institutional borrowers of securities and may invest the cash collateral
and obtain additional income or receive an agreed upon amount of interest from
the borrower. Loans made by a Series will generally be short-term. Loans are
subject to termination at the option of each Series or the borrower. A Series
may pay reasonable administrative and custodial fees in connection with a loan
and may pay a negotiated portion of the interest earned on the cash or
equivalent collateral to the borrower or placing broker. A Series does not have
the right to vote securities on loan, but would terminate the loan and regain
the right to vote if that were considered important with respect to the
investment.
Illiquid Securities. A Series may invest up to 15% of its net assets in illiquid
securities, including restricted securities (i.e., securities not readily
marketable without registration under the Securities Act of 1933 (the "1933
Act")) and other securities that are not readily marketable. Each Series does
not currently expect to invest more than 5% of its assets in such securities. A
Series may purchase restricted securities that can be offered and sold to
"qualified institutional buyers" under Rule 144A of the 1933 Act, and the
Manager, acting pursuant to procedures approved by the Fund's Board of
Directors, may determine, when appropriate, that specific Rule 144A securities
are liquid and not subject to the 15% limitation on illiquid securities. Should
this determination be made, the Manager, acting pursuant to such procedures,
will carefully monitor the security (focusing on such factors, among others, as
trading activity and availability of information) to determine that the Rule
144A security continues to be liquid. It is not possible to predict with
assurance the level of liquidity in the market for securities . This investment
practice could have the effect of increasing the level of illiquidity in the
Series to the extent that qualified institutional buyers become for a time
uninterested in purchasing Rule 144A securities.
Except as otherwise specifically noted above and below, the Series'
investment policies are not fundamental and the Board of Directors of the Fund
may change such policies without the vote of a majority of a Series' outstanding
voting securities (as defined below).
Portfolio Turnover. A Series may generally change its portfolio investments at
any time in accordance with the Subadviser's appraisal of factors affecting any
particular issuer or the market or economy in general. Each Series anticipates
that its annual rate of portfolio turnover will not exceed 100%. The portfolio
turnover rates for the International Fund for the fiscal years ended October 31,
1995 and 1996 were 60.70% and 55.71%, respectively. The portfolio turnover rate
for the Emerging Markets Growth Fund for the period May 28, 1996 (commencement
of operations) through October 31, 1996 was 12.24%. The portfolio turnover rate
for the Global Growth Opportunities Fund for the fiscal year ended October 31,
1996 was31.44%. The portfolio turnover rates for the Global Smaller Companies
Fund for the fiscal years ended October 31, 1995 and 1996 were 63.05% and
45.38%, respectively. The portfolio turnover rates for the Global Technology
Fund for the fiscal years ended October 31, 1995 and 1996 were 87.42% and
73.00%, respectively.
-4-
<PAGE>
INVESTMENT LIMITATIONS
Under each Series' fundamental policies, which cannot be changed except by
vote of a majority of the outstanding voting securities of each Series, each
Series may not:
1. As to 75% of the value of its total assets, invest more than 5% of its
total assets, at market value, in the securities of any one issuer (except
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities).
2. Invest more than 25% of its total assets, at market value, in the
securities of issuers principally engaged in the same industry (except
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities).
3. Own more than 10% of the outstanding voting securities of any issuer, or
more than 10% of any class of securities of one issuer.
4. Invest more than 5% of the value of its total assets, at market value, in
the securities of issuers which, with their predecessors, have been in
business less than three years; provided, however, that securities
guaranteed by a company that (including predecessors) has been in operation
at least three continuous years shall be excluded from this limitation.
5. Purchase securities of open-end or closed-end investment companies, except
as permitted by the Investment Company Act of 1940, as amended (the "1940
Act"), and other applicable law.
6. Invest in warrants if, at the time of acquisition, the investment in
warrants, valued at the lower of cost or market value, would exceed 5% of
such Series net assets. For purposes of this restriction, warrants acquired
by a Series in units or attached to securities may be deemed to have been
purchased without cost.
7. Make loans of money or securities other than (a) through the purchase of
securities in accordance with a Series' investment objective, (b) through
repurchase agreements and (c) by lending portfolio securities in an amount
not to exceed 33 1/3% of any Series' total assets.
8. Issue senior securities or borrow money except from banks and then in
amounts not in excess of 5% (10% for Emerging Markets Growth Fund) 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 a Series
may be deemed an underwriter when purchasing or selling portfolio
securities.
12. Purchase or retain securities of any issuer (other than the shares of the
Series) if to the Fund's knowledge, those officers and directors of the
Fund and the officers and directors of the Manager or Subadviser, who
individually own beneficially more than 1/2 of 1% of the outstanding
securities of such issuer, together own beneficially more than 5% of such
outstanding securities.
13. Purchase or sell real estate (although it may purchase securities secured
by real estate or interests therein, or issued by companies or investment
trusts that invest in real estate or interests therein).
14. Make short sales except short sales against-the-box.
-5-
<PAGE>
Under the 1940 Act, a "vote of a majority of the outstanding voting
securities" of a Series means the affirmative vote of the lesser of (l) more
than 50% of the outstanding shares of the Series or (2) 67% or more of the
shares present at a shareholders' meeting if more than 50% of the outstanding
shares of the Series are represented at the meeting in person or by proxy.
DIRECTORS AND OFFICERS
Directors and officers of the Fund, together with information as to their
principal business occupations during the past five years are shown below. Each
Director who is an "interested person" of the Fund, as defined in the 1940 Act,
is indicated by an asterisk. Unless otherwise indicated, their addresses are 100
Park Avenue, New York, NY 10017.
WILLIAM C. MORRIS* Director, Chairman of the Board, Chief Executive
(58) Officer and Chairman of the Executive Committee
Managing Director and Chairman, 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,
President, J. & W. Seligman & Co. Incorporated;
Chairman, Seligman Securities, Inc., broker/dealer
and J. & W. Seligman Trust Company, trust company;
and Director, Daniel Industries Inc., manufacturer
of oil and gas metering equipment.
BRIAN T. ZINO* Director, President and Member of the Executive
(44) Committee
Director, President and Managing Director, J. & W.
Seligman & Co. Incorporated, investment managers
and advisers; and Seligman Advisors, Inc.,
advisers; President (with the exception of
Seligman Quality Municipal Fund, Inc. and Seligman
Select Municipal Fund, Inc.), and Director or
Trustee, the Seligman Group of Investment
Companies;; Chairman and President, Seligman Data
Corp., shareholder service agent; Director,
Seligman Financial Services, Inc., broker/dealer;
Seligman Services, Inc., broker/dealer; and Senior
Vice President, Seligman Henderson Co., advisers;
formerly, Director and Secretary, Chuo Trust - JWS
Advisors, Inc., advisers; and Director, Seligman
Securities, Inc., broker/dealer and J. & W.
Seligman Trust Company, trust company.
FRED E. BROWN* Director
(83)
Director and Consultant, J. & W. Seligman & Co.
Incorporated, investment managers and advisers;
and Seligman Advisors, Inc., advisers; Director or
Trustee, the Seligman Group of Investment
Companies; Seligman Financial Services, Inc.,
broker/dealer; Seligman Services, Inc.,
broker/dealer; Trudeau Institute, nonprofit
biomedical research organization; Lake Placid
Center for the Arts, cultural organization; and
Lake Placid Education Foundation, education
foundation; formerly, Director, Seligman
Securities, Inc., broker/dealer and J. & W.
Seligman Trust Company, trust company.
-6-
<PAGE>
JOHN R. GALVIN Director
(67)
Dean, Fletcher School of Law and Diplomacy at
Tufts University; Director or Trustee, the
Seligman Group of Investment Companies; Chairman,
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 and Consultant, Thomson CSF,
electronics; formerly, Ambassador, U.S. State
Department; Distinguished Policy Analyst at Ohio
State University and Olin Distinguished Professor
of National Security Studies at the United 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
(61)
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
(63)
Director, Various Corporations; 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;
formerly, Chairman of the Board and Chief
Executive Officer, Kerr-McGee Corporation, energy
and chemicals. 123 Robert S. Kerr Avenue, Oklahoma
City, OK 73102
JOHN E. MEROW* Director
(67)
Chairman and Senior Partner, Sullivan & Cromwell,
law firm; Director or Trustee, the Seligman Group
of Investment Companies; 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; and
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
(54)
Attorney; Director or Trustee, the Seligman Group
of Investment Companies; Trustee, Geraldine R.
Dodge Foundation, charitable foundation; 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.), education. St. Bernard's Road,
P.O. Box 449, Gladstone, NJ 07934
-7-
<PAGE>
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
(69)
Director, Various Corporations; Director or
Trustee, the Seligman Group of Investment
Companies; The Houston Exploration Company; 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, Tesoro Petroleum
Companies, Inc.; and Director and President,
Bekaert Corporation. 675 Third Avenue, Suite 3004,
New York, NY 10017
RONALD T. SCHROEDER* Director and Member of the Executive Committee
(48)
Director, Managing Director and Chief Investment
Officer, Institutional, J. & W. Seligman & Co.
Incorporated, investment managers and advisers;
and Seligman Advisors, Inc., advisers; Director or
Trustee, the Seligman Group of Investment
Companies; Director, Seligman Holdings, Inc.,
holding company; Seligman Financial Services,
Inc., broker/dealer; Seligman Henderson Co.,
advisers; and Seligman Services, Inc.,
broker/dealer; formerly, President, the Seligman
Group of Investment Companies, except Seligman
Quality Municipal Fund, Inc. and Seligman Select
Municipal Fund, Inc.; and Director, J. & W.
Seligman Trust Company, trust company; Seligman
Data Corp., shareholder service agent; and
Seligman Securities, Inc., broker/dealer.
ROBERT L. SHAFER Director
(64)
Director, Various Corporations; Director or
Trustee, the Seligman Group of Investment
Companies and USLIFE Corporation, life insurance;
formerly, Vice President, Pfizer Inc.,
pharmaceuticals. 230 Park Avenue, New York, NY
10169 - 0079
JAMES N. WHITSON Director
(61)
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
PETER BASSETT Vice President and Portfolio Manager
(41) Portfolio Manager, Seligman Henderson Co.,
advisers; and Henderson plc, investment
management; formerly, Portfolio Manager, Touche
Remnant & Co., investment management.
IAIN C. CLARK Vice President and Portfolio Manager
(46) Managing Director and Chief Investment Officer,
Seligman Henderson Co., advisers; Director and
Senior Portfolio Manager, Henderson plc,
investment management.
-8-
<PAGE>
NITIN MEHTA Vice President and Portfolio Manager
(35)
Portfolio Manager, Seligman Henderson Co.,
advisers; and Henderson 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.
BRIAN ASHFORD-RUSSELL Vice President and Portfolio Manager
(37)
Portfolio Manager, Seligman Henderson Co.,
advisers; and Henderson 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; formerly, Senior
Vice President and Portfolio Manager, Chuo Trust,
JWS Advisors, Inc., advisers.
ARSEN MRAKOVCIC Vice President and Portfolio Manager
(31)
Managing Director (formerly, Vice President,
Investment Officer), J. & W. Seligman & Co.
Incorporated, investment managers and advisers;
Vice President and Portfolio Manager, one other
open-end investment company with the Seligman
Group of Investment Companies; formerly, Portfolio
Assistant, J. & W. Seligman & Co. Incorporated.
LAWRENCE P. VOGEL Vice President
(40)
Senior Vice President, Finance, J. & W. Seligman &
Co. Incorporated, investment managers and
advisers; Seligman Financial Services, Inc.,
broker/dealer; Seligman Advisors, Inc., advisers;
and Seligman Data Corp., shareholder service
agent; Vice President, the Seligman Group of
Investment Companies; and Seligman Services, Inc.,
broker/dealer; and Treasurer, Seligman Holdings,
Inc., holding company; and Seligman Henderson Co.,
advisers; formerly, Senior Vice President,
Seligman Securities, Inc., broker/dealer; and
Senior Vice President, J. & W. Seligman Trust
Company, trust company.
FRANK J. NASTA Secretary
(32)
Senior Vice President, Law and Regulation and
Corporate Secretary, J. & W. Seligman & Co.
Incorporated, investment managers and advisers;
Corporate Secretary, the Seligman Group of
Investment Companies, Seligman Advisors, Inc.,
advisers; Seligman Financial Services, Inc.,
broker/dealer; Seligman Henderson Co., advisers;
Seligman Services, Inc., broker/dealer; and
Seligman Data Corp., shareholder service agent;
formerly, Secretary, J. & S. Seligman Trust
Company, trust company; Chuo Trust, JWS Advisors,
Inc., advisers; and attorney, Seward & Kissel, law
firm.
THOMAS G. ROSE Treasurer
(39)
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.
-9-
<PAGE>
The Executive Committee of the Board of Directors of the Fund acts on
behalf of the Board between meetings to determine the value of securities and
assets owned by the Series of the Fund for which no market valuation is
available and to elect or appoint officers of the Fund to serve until the next
meeting of the Board.
Compensation Table
<TABLE>
<CAPTION>
Pension or Total Compensation
Aggregate Retirement Benefits from Fund and
Compensation Accrued as part of Fund Complex Paid
Position with Registrant from Fund (1) Fund Expenses to Directors (1)(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 $3,388.71 N/A $65,000.00
Alice S. Ilchman, Director 3,424.43 N/A 66,000.00
Frank A. McPherson, Director 3,424.43 N/A 66,000.00
John E. Merow, Director 3,424.43(d) N/A 66,000.00(d)
Betsy S. Michel, Director 3,424.43 N/A 66,000.00
James C. Pitney, Director 3,388.71 N/A 65,000.00
James Q. Riordan, Director 3,424.43 N/A 66,000.00
Robert L. Shafer, Director 3,424.43 N/A 66,000.00
James N. Whitson, Director 3,424.43(d) N/A 66,000.00(d)
</TABLE>
- -----------------------
(1) Based on remunerations received by the Directors of the Fund for the fiscal
year ended October 31, 1996.
(2) As defined in the Fund's Prospectus, the Seligman Group of Investment
Companies consists of seventeen investment companies.
(d) Deferred.
The Fund has a compensation arrangement under which outside directors may
elect to defer receiving their fees. Under this arrangement, interest will be
accrued on the deferred balances. The annual cost of such interest will be
included in the Directors' fees and expenses, and the accumulated balance
thereof will be included in other liabilities in the Series' financial
statements. The total amounts of deferred compensation (including interest)
payable to Messrs. Merow and Whitson as of October 31, 1996 were $12,793, and
$10,322, respectively. Mr. Pitney no longer defers current compensation;
however, he has accrued deferred compensation in the amount of $1,691 as of
October 31, 1996.
Directors and officers of the Fund are also directors and officers of some
or all of the other investment companies in the Seligman Group.
As of January 31, 1997, directors and officers of the Fund as a group owned
directly or indirectly 48,305 Class A shares, or 1.7% of the outstanding shares
of the Class A capital stock of the International Fund; 68,138 Class A shares,
or 1.9% of the outstanding shares of the Class A capital stock of the Emerging
Markets Growth Fund; and less than 1% of the outstanding shares of the Class A
capital stock of each of the Global Growth Opportunities Fund, Global Smaller
Companies Fundand the Global Technology Fund. No directors or officers owned
Class B or Class D shares of any Series of the Fund as of such date.
As of January 31, 1997, 319,679 Class A shares of the International
Fundwhich represented 5.5% of such Series' capital stock and 11.5% of such
Series' Class A capital stock then outstanding; 889,487 Class A shares of the
Emerging Markets Growth Fund, which represented 11.2% of such Series' capital
stock and 25.2% of such Series' Class A capital stock then outstanding;
5,487,250 Class A shares of the Global Growth Opportunities Fund, which
represented 25.7% of such Series' capital stock and 42.4% of such Series' Class
A capital stock then outstanding; 6,127,890 Class A shares of the Global Smaller
Companies Fund, which represented 10.2% of such Series' capital stock and 23.1%
of such Series' Class A capital stock then outstanding; and 9,206,974 Class A
shares of the Global Technology Fund, which represented 15.1% of such Series'
capital stock and 22.0% of
-10-
<PAGE>
such Series' Class A capital stock then outstanding were registered in the name
of MLPF&S for the Sole Benefit of its Customers, 4800 Deer Lake Drive East,
Jacksonville, FL 32246.
As of January 31, 1997, 940,069 Class B shares of the Emerging Markets
Growth Fund, which represented 11.9% of such Series' capital stock and 50.0%
Class B shares of such Series' Class B capital stock then outstanding, and
4,287,840 Class B shares of the Global Smaller Company Fund, which represented
7.1% of such Series' capital stock and 39.4% of such Series' Class B capital
stock then outstanding, were registered in the name of MLPF&S for the Sole
Benefit of its Customers, 4800 Deer Lake Drive East, Jacksonville, FL 32246.
As of January 31, 1997, 1,249,217 Class D shares of the International Fund,
which represented 21.7% of such Series' capital stock and 45.4% of such Series'
Class D capital stock then outstanding; 1,278,335 Class D shares of the Emerging
Markets Growth Fund, which represented 16.1% of such Series' capital stock and
50.9% of such Series' Class D capital stock then outstanding; 3,721,758 Class D
shares of the Global Growth Opportunities Fund, which represented 17.4% of such
Series' capital stock and 54.0% of such Series' Class D capital stock then
outstanding; 11,678,912 Class D shares of the Global Smaller Companies Fund,
which represented 19.3% of such Series' capital stock and 50.7% of such Series'
Class D capital stock then outstanding; and 5,690,003 Class D shares of the
Global Technology Fund, which represented 9.3% of such Series' capital stock and
33.4% of such Series' D capital stock then outstanding were registered in the
name of MLPF &S for the Sole Benefit of its Customers, 4800 Deer Lake Drive
East, Jacksonville, FL 32246.
MANAGEMENT AND EXPENSES
Under the Management Agreement dated March 19, 1992, subject to the control
of the Board of Directors, J. & W. Seligman & Co. Incorporated (the "Manager")
administers the business and other affairs of each Series. The Manager provides
the Fund with such office space, administrative and other services and executive
and other personnel as are necessary for Fund operations. The Manager pays all
of the compensation of Directors of the Fund who are employees, consultants
and/or directors of the Manager and of the officers and employees of the Fund.
The Manager also provides senior management for Seligman Data Corp., the Fund's
shareholder service agent. The Manager receives a fee for its services,
calculated daily and payable monthly, equal to 1.25% per annum of the average
daily net assets of Emerging Markets Growth Fund and 1.00% per annum of the
other Series' average daily net assets, of which 1.15% and .90%, respectively,
are paid to Seligman Henderson Co. (the "Subadviser"). The following chart
indicates the management fees paid by each Series as well as the percentage such
fee represents of a Series' average daily net assets for fiscal 1996, 1995and
1994or for such periods that a Series has been operational.
Annualized % of
Management Fee Paid Average Daily Net Assets
------------------- ------------------------
International Fund
Year ended 10/31/96 $ 963,308 1.00%
Year ended 10/31/95 796,849** .96**
Year ended 10/31/94 599,767** .97**
Emerging Markets Growth Fund
5/28/96* - 10/31/96 $ 66,785** .45%**
Global Growth Opportunities Fund
Year ended 10/31/96 $ 1,318,826 1.00%
Global Smaller Companies Fund
Year ended 10/31/96 $ 4,279,964 1.00%
Year ended 10/31/95 1,148,074 1.00
Year ended 10/31/94 618,841 1.00
-11-
<PAGE>
Annualized % of
Management Fee Paid Average Daily Net Assets
------------------- ------------------------
Global Technology Fund
Year ended 10/31/96 $7,054,213 1.00%
Year ended 10/31/95 2,127,260 1.00
5/23/94* - 10/31/94 102,235** .78**
- --------------------------------
* Commencement of operations.
** During the year/period, the Manager and Subadviser, at their discretion,
elected to waive a portion of their fees.
Each Series of the Fund pays all its expenses other than those assumed by
the Manager, or the Subadviser, including brokerage commissions; administration,
shareholder services and distribution fees; fees and expenses of independent
attorneys and auditors; taxes and governmental fees, including fees and expenses
of qualifying the Series' shares under federal and state securities laws; cost
of stock certificates and expenses of repurchase or redemption of shares;
expenses of printing and distributing reports, notices and proxy materials to
shareholders; expenses of printing and filing reports and other documents with
governmental agencies; expenses of shareholders' meetings; expenses of corporate
data processing and related services; shareholder record keeping and shareholder
account services fees and disbursements of custodians; expenses of disbursing
dividends and distributions; fees and expenses of Directors of the Fund not
employed by (or serving as a Director of) the Manager or its affiliates;
insurance premiums; and extraordinary expenses such as litigation expenses. The
Fund's expenses are allocated between the Series in a manner determined by the
Directors to be fair and equitable.
The Management Agreement provides that the Manager will not be liable to
the Fund for any error of judgment or mistake of law, or for any loss arising
out of any investment, or for any act or omission in performing its duties under
the Agreement, except for willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties under the Agreement.
The Management Agreement was initially approved by the Board of Directors
of the Fund at a meeting held on March 19, 1992 and by the shareholders on May
20, 1993. The Management Agreement will continue in effect until December 31 of
each year if (1) such continuance is approved in the manner required by the 1940
Act (i.e., by a vote of a majority of the Board of Directors or of the
outstanding voting securities of the Series and by a vote of a majority of the
Directors who are not parties to the Management Agreement or interested persons
of any such party) and (2) if the Manager has not notified the Fund at least 60
days prior to December 31 of any year that it does not desire such continuance.
The Management Agreement may be terminated by the Fund, without penalty, on 60
days' written notice to the Manager and will terminate automatically in the
event of its assignment. The Fund has agreed to change its name upon termination
of the Management Agreement if continued use of the name would cause confusion
in the context of the Manager's business.
The Manager is a successor firm to an investment banking business founded
in 1864 which has thereafter provided investment services to individuals,
families, institutions and corporations. 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 19, 1992, the Subadviser
supervises and directs the investment of the assets of the Fund's Series,
including making purchases and sales of portfolio securities consistent with
each Series' investment objective and policies. For these services the
Subadviser is paid, by the Manager, a fee as described above. The Subadvisory
Agreement was approved by the Board of Directors of the Fund at a meeting held
on March 19, 1992 and by shareholders of the Fund on May 20, 1993. The
Subadvisory Agreement will continue in effect until December 31 of each year if
such continuance is approved in the manner required by the 1940 Act (by a vote
of a majority of the Board of Directors or of the outstanding voting securities
of the Series and by a vote of a majority of the Directors who are not parties
to the Subadvisory Agreement or interested persons of any such party) and (2) if
the Subadviser shall not have notified the Manager in writing at least 60 days
prior to December 31 of any year that it does not desire such continuance. The
Subadvisory Agreement may be terminated at any time by the Fund, on 60 days'
written notice to the Subadviser. The Subadvisory Agreement will terminate
automatically in the event of its assignment or upon the termination of the
Management Agreement.
The Subadviser is a New York general partnership formed by the Manager and
Henderson International, Inc., a controlled affiliate of Henderson plc.
Henderson plc, headquartered in London, is one of the largest independent money
managers in Europe.
-12-
<PAGE>
The firm, which is recognized as a specialist in global equity investing,
managed approximately $18.1 billion in assets at December 31, 1996. See Appendix
C for further history of the Subadviser.
Officers, directors and employees of the Manager are permitted to engage in
personal securities transactions, subject to the Manager's Code of Ethics (the
"Ethics Code"). The Ethics Code proscribes certain practices with regard to
personal securities transactions and personal dealings, provides a framework for
the reporting and monitoring of personal securities transactions by the
Manager's Director of Compliance, and sets forth a procedure of identifying, for
disciplinary action, those individuals who violate the Ethics Code. The Ethics
Code prohibits each of the officers, directors and employees (including all
portfolio managers) of the Manager from purchasing or selling any security that
the officer, director or employee knows or believes (i) was recommended by the
Manager for purchase or sale by any client, including the Fund, within the
preceding two weeks, (ii) has been reviewed by the Manager for possible purchase
or sale within the preceding two weeks, (iii) is being purchased or sold by any
client, (iv) is being considered by a research analyst, (v) is being acquired in
a private placement, unless prior approval has been obtained from the Manager's
Director of Compliance, or (vi) is being acquired during an initial or secondary
public offering. The Ethics Code also imposes a strict standard of
confidentiality and requires portfolio managers to disclose any interest they
may have in the securities or issuers that they recommend for purchase by any
client.
The Ethics Code also prohibits (i) each portfolio manager or member of an
investment team from purchasing or selling any security within seven calendar
days of the purchase or sale of the security by a client's account (including
investment company accounts) for which the portfolio manager or investment team
manages and (ii) each employee from engaging in short-term trading (a purchase
and sale or vice-versa within 60 days). Any profit realized pursuant to either
of these prohibitions must be disgorged.
Officers, directors and employees are required, except under very limited
circumstances, to engage in personal securities transactions through the
Manager's order desk. The order desk maintains a list of securities that may not
be purchased due to a possible conflict with clients. All officers, directors
and employees are also required to disclose all securities beneficially owned by
them on December 31 of each year.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLANS
Each Series of the Fund has adopted an Administration, Shareholder Services
and Distribution Plan for each Class (the "Plan") in accordance with Section
12(b) of the 1940 Act and Rule 12b-1 thereunder.
The Plan with respect to the International Fund was originally approved on
July 15, 1993 by the Board of Directors of the Fund, including a majority of the
Directors who are not "interested persons" (as defined in the 1940 Act) and who
have no direct or indirect financial interest in the operation of the Fund
("Qualified Directors") and by the shareholders of such Series on September 21,
1993. The Plan with respect to the Emerging Markets Growth Fund was originally
approved on March 21, 1996 by the Board of Directors of the Fund, including a
majority of the Qualified Directors, and by the sole shareholder of each Class
of the Fund on May 10, 1996. The Plan with respect to the Global Growth
Opportunities Fund was originally approved on September 21, 1995 by the Board of
Directors of the Fund, including a majority of the Qualified Directors, and by
the sole shareholder of such Series on October 30, 1995. The Plan with respect
to the Global Smaller Companies Fund was originally approved on July 16, 1992 by
the Board of Directors of the Fund, including a majority of the Qualified
Directors. Amendments to the Plan in respect of Class D shares of the Global
Smaller Companies Fund were approved by the Board of Directors of the Fund,
including a majority of the
Qualified Directors, on March 18, 1993 and the amended Plan was approved by the
shareholders of the Global Smaller Companies Fund on May 20, 1993. The Plan with
respect to the Global Technology Fund was originally approved on March 17, 1994
by the Board of Directors of the Fund, including a majority of the Qualified
Directors, and by the sole shareholder of such Series on that date. The Plans
were approved in respect of the Class B shares of each Series (other than the
Emerging Markets Growth Fund) on March 21, 1996 by the Board of Directors of the
Fund, including a majority of the Qualified Directors, and by the sole
shareholder of each such class on that date, and became effective in respect of
the Class B shares on April 22, 1996. The Plans will continue in effect through
December 31 of each year so long as such continuance is approved annually by a
majority vote of both the Directors and the Qualified Directors of the Fund,
cast in person at a meeting called for the purpose of voting on such approval.
The Plans may not be amended to increase materially the amounts payable to
Service Organizations (as defined in the Fund's Prospectus) with respect to a
Class without the approval of a majority of the outstanding voting securities of
such Class. If the amount payable in respect of Class A shares under the Plans
is proposed to be increased materially, the Fund will either (i) permit holders
of Class B shares to vote as a separate class on the proposed increase or (ii)
establish a new class of shares subject to the same payment under the Plans as
existing Class A shares, in which case Class B shares will thereafter convert
into the new class instead of into Class A shares. No material amendment to the
Plans may be made except by a majority of both the Directors and Qualified
Directors.
-13-
<PAGE>
The Plans require that the Treasurer of the Fund shall provide to the
Directors and the Directors shall review, at least quarterly, a written report
of the amounts expended (and purposes therefor) under the Plans. Rule 12b-1 also
requires that the selection and nomination of Directors who are not "interested
persons" of the Fund be made by such disinterested Directors.
PORTFOLIO TRANSACTIONS
The Management Agreement recognizes that in the purchase and sale of
portfolio securities of the Series, the Manager and the Subadviser will seek the
most favorable price and execution, and consistent with that policy, may give
consideration to the research, statistical and other services furnished by
brokers or dealers to the Manager and the Subadviser for their use. Such
services include supplemental investment research, analysis and reports
concerning issuers, industries and securities deemed by the Manager and
Subadviser to be beneficial to the Fund. In addition, the Manager and the
Subadviser are authorized to place orders with brokers who provide supplemental
investment and market research and statistical and economic analysis through the
use of such brokers selected solely on the basis of seeking the most favorable
price and execution, although such research and analysis may be useful to the
Manager and the Subadviser in connection with their services to clients other
than the Fund.
In over-the-counter markets, the Fund deals with responsible primary
market-makers unless a more favorable execution or price is believed to be
obtainable. The Fund may buy securities from or sell securities to dealers
acting as principal, except dealers with which its directors and/or officers are
affiliated.
When two or more of the investment companies in the Seligman Group or other
investment advisory clients of the Manager or the Subadviser desire to buy or
sell the same security at the same time, the securities purchased or sold are
allocated by the Manager and the Subadviser in a manner believed to be equitable
to each. There may be possible advantages or disadvantages of such transactions
with respect to price or the size of positions readily obtainable or saleable.
Total brokerage commissions paid to others for the execution, research and
statistical services for the International Fund for the fiscal years ended
October 31, 1996, 1995 and 1994 were $337,391, $230,997and $204,308,
respectively; for the Emerging Markets Growth Fund for the period from May 28,
1996 (commencement of operations) through October 31, 1996 were $151,798; for
the Global Growth Opportunities Fund for the fiscal year ended October 31, 1996
was $635,930; for the Global Smaller Companies Fund for the fiscal years ended
October 31, 1996, 1995, and 1994 were $1,558,525, $359,655 and $170,773,,
respectively; and for the Global Technology Fund for the fiscal years ended
October 31, 1996 and 1995 and for the period from May 23, 1994 (commencement of
operations) through October 31, 1994 were $1,072,773, $735,490, and $76,206,
respectively.
PURCHASE AND REDEMPTION OF SERIES SHARES
Each Series issues three classes of shares: Class A shares may be purchased
at a price equal to the next determined net asset value per share, plus a sales
load. Class A shares purchased at net asset value without an initial sales load
due to the size of the purchase are subject to a CDSL of 1% if such shares are
redeemed within eighteen months of purchase. Class B shares may be purchased at
a price equal to the next determined net asset value without an initial sales
load, but a CDSL may be charged on redemptions within 6 years of purchase. Class
D shares may be purchased at a price equal to the next determined net asset
value without an initial sales load, but a CDSL may be charged on redemptions
within one year of purchase. See "Alternative Distribution System," "Purchase of
Shares," and "Redemption of Shares" in the Prospectus.
-14-
<PAGE>
Specimen Price Make-Up
Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold subject to a sales load of up to 4.75% and
Class B and Class D shares * are sold at net asset value. Using each Series' net
asset value at October 31, 1996, the maximum offering prices of each Series'
shares are as follows:
CLASS A SHARES
<TABLE>
<CAPTION>
Net Asset Maximum Sales Load Maximum Offering
Series Value Per Share (4.75% of Offering Price) Price Per Share
------ --------------- ------------------------- ---------------
<S> <C> <C> <C>
International Fund $ 17.17 $ .86 $18.03
Emerging Markets Growth Fund 6.78 .34 7.12
Global Growth Opportunities Fund 8.08 .40 8.48
Global Smaller Companies Fund 15.14 .76 15.90
Global Technology Fund 11.31 .56 11.87
</TABLE>
CLASS B AND CLASS D SHARES
Net Asset Value and Maximum
Series Offering Price Per Share*
------- -------------------------
International Fund $ 16.74
Emerging Markets Growth Fund 6.76
Global Growth Opportunities Fund 8.02
Global Smaller Companies Fund 14.72
Global Technology Fund 11.09
- ----------
* Class B shares are subject to a CDSL declining from 5% in the first year
after purchase to 0% after six years. Class D shares are subject to a CDSL
of 1% on redemptions within one year of purchase. See "Redemption of
Shares" in the Fund's Prospectus.
Class A Shares - Reduced Initial Sales Loads
Reductions Available. Shares of any Seligman Mutual Fund sold with an
initial 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 a Series alone, or in any combination of Class A shares of the other
mutual funds in the Seligman Group which are sold with an initial sales load,
reaches levels indicated in the sales load schedule set forth in the Prospectus.
The Right of Accumulation allows an investor to combine the amount being
invested in Class A shares of a Series of the Fund and shares of the other
mutual funds in the Seligman Group sold with an initial sales load with the
total net asset value of shares of those mutual funds already owned that were
sold with an initial 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 Seligman Mutual Fund (as defined in the Prospectus) on which there
was an initial 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 an initial 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 initial 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 an initial 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 an initial sales load at the
-15-
<PAGE>
time of purchase. Reduced initial sales loads also may apply to purchases made
within a 13-month period starting up to 90 days before the date of execution of
a letter of intent. For more information concerning the terms of the letter of
intent see "Terms and Conditions - Letter of Intent - Class A Shares Only" in
the back of the Prospectus.
Class A shares purchased without an initial sales load in accordance with
the sales load schedule in the Fund's prospectus, or pursuant to a Volume
Discount, Right of Accumulation or Letter of Intent are subject to a CDSL of 1%
on redemptions of such shares within eighteen months of purchase.
Persons Entitled To Reductions. Reductions in initial sales loads apply to
purchases of Class A shares by a "single person," including an individual;
members of a family unit comprising husband, wife and minor children; or a
trustee or other fiduciary purchasing for a single fiduciary account. Employee
benefit plans qualified under Section 401 of the Internal Revenue Code, of 1986,
as amended, organizations tax exempt under Section 501 (c)(3) or (13), and
non-qualified employee benefit plans that satisfy uniform criteria are
considered "single persons" for this purpose. The uniform criteria are as
follows:
1. Employees must authorize the employer, if requested by the Series, to
receive in bulk and to distribute to each participant on a timely basis the
Fund's Prospectus, reports and other shareholder communications.
2. Employees participating in a plan will be expected to make regular
periodic investments (at least annually). A participant who fails to make such
investments may be dropped from the plan by the employer or the Series 12 months
and 30 days after the last regular investment in his account. In such event, the
dropped participant would lose the discount on share purchases to which the plan
might then be entitled.
3. The employer must solicit its employees for participation in such an
employee benefit plan or authorize and assist an investment dealer in making
enrollment solicitations.
Eligible Employee Benefit Plans. The table of sales loads in the Prospectus
applies to sales to "eligible employee benefit plans" (as defined in the
Prospectus), except that each Series may sell shares at net asset value to
"eligible employee benefit plans," which have at least (i) $500,000 invested in
the Seligman Mutual Funds or (ii) 50 eligible employees to whom such plan is
made available. Such sales must be made in connection with a payroll deduction
system of plan funding or other systems acceptable to Seligman Data Corp. Such
sales are believed to require limited sales effort and sales-related expenses
and therefore are made at net asset value. Contributions or account information
for plan participation also should be transmitted to Seligman Data Corp. by
methods which it accepts. Additional information about "eligible employee
benefit plans" is available from investment dealers or SFSI.
Payment in Securities. In addition to cash, the Series may accept
securities in payment for Series shares sold at the applicable public offering
price (net asset value plus any applicable sales load), although the Series does
not presently intend to accept securities in payment for Series shares.
Generally, a Series will only consider accepting securities (l) to increase its
holdings in a portfolio security, or (2) if the Manager determines that the
offered securities are a suitable investment in a sufficient amount for
efficient management. Although no minimum has been established, it is expected
that the Series would not accept securities with a value of less than $100,000
per issue in payment for shares. A Series may reject in whole or in part offers
to pay for shares with securities, may require partial payment in cash for
applicable sales loads, and may discontinue accepting securities as payment for
shares at any time without notice. A Series will not accept restricted
securities in payment for shares. A Series will value accepted securities in the
manner provided for valuing portfolio securities of the Series. Any securities
accepted by the Series in payment for Series shares will have an active and
substantial market and have a value which is readily ascertainable (See
"Valuation").
Further Types of Reductions. Class A shares of each Series may be issued
without a sales load in connection with the acquisition of cash and securities
owned by other investment companies and other personal holding companies to
financial institution trust departments, to registered investment advisers
exercising investment discretionary authority with respect to the purchase of
Series shares, or pursuant to sponsored arrangements with organizations which
make recommendations to, or permit group solicitation of, its employees, members
or participants in connection with the purchase of shares of the Series, to
separate accounts established and maintained by an insurance company which are
exempt from registration under Section 3(c)(11) of the 1940 Act, to registered
representatives and employees (and their spouses and minor children) of any
dealer that has a sales agreement with SFSI and shareholders of mutual funds
with investment objectives and policies similar to the Series who purchase
shares with redemption proceeds of such funds and to certain unit investment
trusts as described in the Prospectus.
-16-
<PAGE>
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 Funds, the other investment companies in the Seligman
Group, 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. The 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 Series' shares
under ordinary circumstances are set forth in the Prospectus. In unusual
circumstances, payment may be postponed, or the right of redemption postponed
for more than seven days, if the orderly liquidation of portfolio securities is
prevented by the closing of, or restricted trading on, the NYSE during periods
of emergency, or such other periods as ordered by the Securities and Exchange
Commission. Under these circumstances, redemption proceeds may be made in
securities, subject to the review of some state securities commissions. If
payment is made in securities, a shareholder may incur brokerage expenses in
converting these securities to cash.
DISTRIBUTION SERVICES
SFSI, an affiliate of the Manager, acts as general distributor of the
shares of the Series of the Fund and of the other mutual funds in the Seligman
Group. The Fund and SFSI are parties to a Distributing Agreement dated January
1, 1993. As general distributor of the Fund's capital stock, SFSI allows
commissions to all dealers, as indicated in the Prospectus, up to 4.25% on
purchases to which the 4.75% maximum sales load applies. SFSI receives the
balance of sales loads and any CDSLs paid by investors on Class D shares.
The following tables set forth the concessions received by SFSI, dealer
commissions and total commissions paid by each Series on sales of Class A shares
for the fiscal years ended October 31, 1996, 1995 and 1994. Also included in the
table are the amounts of CDSL retained by SFSI on sales of Class D shares of
each Series for the fiscal years ended October 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
Fiscal 1996
-----------
SFSI Dealer Total CDSL
Series Concessions Commissions Commissions Retained
- ------ ----------- ----------- ------------ --------
<S> <C> <C> <C> <C>
International Fund $ 42,719 $ 331,586 $ 374,305 $ 11,127
Emerging Markets Growth Fund* 31,761 749,016 780,777 1,677
Global Growth Opportunities Fund 201,990 4,179,489 4,381,479 21,849
Global Smaller Companies Fund 810,616 6,498,877 7,309,493 62,753
Global Technology Fund 930,729 7,535,643 8,466,372 173,702
</TABLE>
<TABLE>
<CAPTION>
Fiscal 1995
-----------
SFSI Dealer Total CDSL
Series Concessions Commissions Commissions Retained
- ------ ----------- ----------- ------------ --------
<S> <C> <C> <C> <C>
International Fund $ 24,712 $ 340,375 $ 365,087 $ 9,926
Global Smaller Companies Fund 149,478 1,581,277 1,730,755 20,784
Global Technology Fund 1,452,931 13,763,930 15,216,861 47,859
<CAPTION>
Fiscal 1994
-----------
SFSI Dealer Total CDSL
Series Concessions Commissions Commissions Retained
- ------ ----------- ----------- ------------ --------
<S> <C> <C> <C> <C>
International Fund $ 24,205 $ 274,339 $ 298,544 $ 5,313
Global Smaller Companies Fund 58,459 652,019 710,478 22,864
Global Technology Fund** 170,518 1,699,610 1,870,128 366
</TABLE>
- ----------------------------
* For the period 5/28/96 to 10/31/96.
** For the period 5/23/94 to 10/31/94.
-17-
<PAGE>
SFSI has sold its rights to collect any CDSL imposed on redemptions of
Class B shares to FEP Capital, L.P. ("FEP"). SFSI has also sold its rights to
substantially all of the distribution fee with respect to Class B shares
receivable by it pursuant to the Plans to FEP, which provides funding to SFSI to
enable it to pay commissions to dealers at the time of the sale of the related
Class B shares. In connection with the sale of its rights to collect any CDSL
and the distribution fees with respect to Class B shares, SFSI receives payments
from FEP based on the value of Class B shares sold. The aggregate amounts of
such payments together with the Class B distribution fees retained by SFSI for
the period ended October 31, 1996 amounted to the following:
Series Amount
------ ------
International Fund $ 7,499
Emerging Markets Growth Fund 29,634
Global Growth Opportunities Fund 24,532
Global Smaller Companies Fund 269,847
Global Technology Fund 50,272
Effective April 1, 1995, Seligman Services, Inc., an affiliate of the
Manager, became eligible to receive commissions from certain sales of Series
shares, as well as distribution and service fees pursuant to the Plans. For the
periods ended October 31, 1996 and October 31, 1995, Seligman Services, Inc.
received commissions from sales of the Series of the Fund and distribution and
service fees, pursuant to the Plans, as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
Distribution and Distribution and
Series Commissions Service fees Commissions Service fees
------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
International Fund $ 3,204 $15,809 $ 1,843 $10,799
Emerging Markets Growth Fund 2,722 568 --- ---
Global Growth Opportunities Fund 9,362 3,281 --- ---
Global Smaller Companies Fund 137,567 25,474 16,474 4,833
Global Technology Fund 190,014 36,015 240,079 6,303
</TABLE>
Class A shares may be sold at net asset value to present and retired
Directors, trustees, officers, employees (and their family members, as defined
in the Prospectus) of the Fund, the other investment companies in the Seligman
Group, the Manager and other companies affiliated with the Manager and the
Subadviser. Such sales also may be made to employee benefit plans for such
persons and to any investment advisory, custodial, trust or other fiduciary
account managed or advised by the Manager or any affiliate. These sales may be
made for investment purposes only, and shares may be resold only to the Series.
VALUATION
The net asset value per share of each class of a Series of the Fund is
determined as of the close of the NYSE (normally, 4:00 p.m. Eastern time), on
each day that the NYSE is open. The Fund and the NYSE are currently closed on
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. The Fund will also determine net
asset value for each class of a Series on each day in which there is a
sufficient degree of trading in a Series' portfolio securities that the net
asset value of Series shares might be materially affected. Net asset value per
share for a class of a Series is computed by dividing that class' share of the
value of the net assets of such Series (i.e., the value of its assets less
liabilities) by the total number of outstanding shares of such class. All
expenses of a Series, including the Manager's fee, are accrued daily and taken
into account for the purpose of determining net asset value. The net asset value
of Class B and Class D shares of a Series will generally be lower than the net
asset value of Class A shares of such Series as a result of the higher
distribution fee with respect to such shares.
Portfolio securities, including open short positions and options written,
are valued at the last sale price on the securities exchange or securities
market on which such securities primarily are traded. Securities traded on a
foreign exchange or over-the-counter market are valued at the last sales price
on the primary exchange or market on which they are traded. United Kingdom
-18-
<PAGE>
securities and securities for which there are not recent sales transactions are
valued based on quotations provided by primary market maker in such securities.
Other securities not listed on an exchange or securities market, or securities
in which there were no transactions, are valued at the average of the most
recent bid and asked price, except in the case of open short positions where the
asked price is available. Any securities for which recent market quotations are
not readily available are valued at fair value determined in accordance with
procedures approved by the Board of Directors. Short-term obligations with less
than sixty days remaining to maturity are generally valued at amortized cost.
Short-term obligations with more than sixty days remaining to maturity will be
valued at current market value until the sixtieth day prior to maturity, and
will then be valued on an amortized cost basis based on the value on such date
unless the Board determines that this amortized cost value does not represent
fair market value.
Generally, trading in foreign securities, as well as U.S. Government
securities, money market instruments and repurchase agreements, is substantially
completed each day at various times prior to the close of the NYSE. The values
of such securities used in computing the net asset value of the Series shares
are determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the value of such securities and such exchange rates may occur between
the times at which they are determined and the close of the NYSE, which will not
be reflected in the computation of net asset value. If during such periods
events occur which materially affect the value of such securities, the
securities will be valued at their fair market value as determined in accordance
with procedures approved by the Board of Directors.
For purposes of determining the net asset value per share of a Series, all
assets and liabilities initially expressed in foreign currencies will be
converted into U.S. dollars at the mean between the bid and offer prices of such
currencies against U.S. dollars quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a pricing service
that takes into account the quotes provided by a number of such major banks.
TAXES
Foreign Income Taxes. Investment income received by the Series from sources
within foreign countries may be subject to foreign income taxes withheld at
source. The United States has entered into tax treaties with many foreign
countries which entitle the Series to a reduced rate of such taxes or exemption
from taxes on such income. It is impossible to determine the effective rate of
foreign tax in advance since the amount of each Series' assets to be invested
within various countries is not known.
U.S. Federal Income Taxes. Each Series intends for each taxable year to qualify
for tax treatment as a "regulated investment company" under the Code.
Qualification relieves a Series of Federal income tax liability on that part of
its net ordinary income and net realized capital gains which it pays out to its
shareholders. Such qualification does not, of course, involve governmental
supervision of management or investment practices or policies. Investors should
consult their own counsel for a complete understanding of the requirements a
Series must meet to qualify for such treatment. The information set forth in the
Prospectus and the following discussion relate solely to the U.S. Federal income
taxes on dividends and distributions by a Series and assumes that each Series
qualifies as a regulated investment company. Investors should consult their own
counsel for further details, including their possible entitlement to foreign tax
credits that might be "passed through" to them under the rules described below,
and the application of state and local tax laws to his or her particular
situation.
Each Series intends to declare and distribute dividends in the amounts and
at the times necessary to avoid the application of the 4% Federal excise tax
imposed on certain undistributed income of regulated investment companies. Each
Series will be required to pay the 4% excise tax to the extent it does not
distribute to its shareholders during any calendar year at least 98% of its
ordinary income for the calendar year plus 98% of its capital gain net income
for the twelve months ended October 31 of such year. Certain distributions of
the Series which are paid in January of a given year but are declared in the
prior October, November or December to shareholders of record as of a specified
date during such a month will be treated as having been distributed to
shareholders and will be taxable to shareholders as if received in December.
Dividends of net ordinary income and distributions of any net realized
short-term capital gain are taxable to shareholders as ordinary income. Since
each Series expects to derive a substantial portion of its gross income
(exclusive of capital gains) from sources other than qualifying dividends, it is
expected that only a portion of each Series' dividends or distributions will
qualify for the dividends received deduction for corporations.
The excess of net long-term capital gains over the net short-term capital
losses realized and distributed by each Series to its shareholders will be
taxable to the shareholders as long-term capital gains, irrespective of the
length of time a shareholder may have held Series shares. Any dividend or
distribution received by a shareholder on shares of a Series shortly after the
purchase of such
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<PAGE>
shares will have the effect of reducing the net asset value of such shares by
the amount of such dividend or distribution. Furthermore, such dividend or
distribution, although in effect a return of capital, would be taxable to the
shareholder as described above. If a shareholder has held shares in a Series for
six months or less and during that period has received a distribution taxable to
the shareholder as a long-term capital gain, any loss recognized by the
shareholder on the sale of those shares during that period will be treated as a
long-term capital loss to the extent of the distribution.
Dividends and distributions are taxable in the manner discussed regardless
of whether they are paid to the shareholder in cash or are reinvested in
additional shares of a Series' common stock.
Each Series generally will be required to withhold tax at the rate of 31%
with respect to a portion of distributions and other reportable payments to
noncorporate shareholder unless the shareholder certifies on his Account
Application that the social security or taxpayer identification number provided
is correct and that the shareholder has not been notified by the Internal
Revenue Service that he is subject to backup withholding.
Income received by a Series from sources within various foreign countries
may be subject to foreign income tax. If more than 50% of the value of a Series'
total assets at the close of its taxable year consists of the stock or
securities of foreign corporations, such Series may elect to "pass through" to
its shareholders the amount of foreign income taxes paid by such Series.
Pursuant to such election, shareholders would be required: (i) to include in
gross income, even though not actually received, their respective pro-rata
shares of a Series' gross income from foreign sources; and (ii) either to deduct
their pro-rata share of foreign taxes in computing their taxable income, or to
use such share as a foreign tax credit against Federal income tax (but not
both). No deduction for foreign taxes could be claimed by a shareholder who does
not itemize deductions.
Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to the limitation that the credit may not exceed
the shareholder's U.S. tax (determined without regard to the availability of the
credit) attributable to his or her total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by a Series from its
foreign source income will be treated as foreign source income. Each Series'
gains from the sale of securities will generally be treated as derived from U.S.
sources, however, and certain foreign currency gains and losses likewise will be
treated as derived from U.S. sources. The limitation on the foreign tax credit
is applied separately to foreign source "passive income," such as the portion of
dividends received from a Series which qualifies as foreign source income. In
addition, the foreign tax credit is allowed to offset only 90% of the
alternative minimum tax imposed on corporations and individuals. Because of
these limitations, shareholders may be unable to claim a credit for the full
amount of their proportionate shares of the foreign income taxes paid by a
Series.
Each Series intends for each taxable year to meet the requirements of the
Code to "pass through" to its shareholders foreign income taxes paid, but there
can be no assurance that a Series will be able to do so. Each shareholder will
be notified within 60 days after the close of each taxable year of each Series
whether the foreign taxes paid by such Series will "pass through" for that year,
and, if so, the amount of each shareholder's pro-rata share (by country) of (i)
the foreign taxes paid, and (ii) such Series' gross income from foreign sources.
Of course, shareholders who are not liable for Federal income taxes, such as
retirement plans qualified under Section 401 of the Code, will not be affected
by any such "pass through" of foreign tax credits.
Investments in Passive Foreign Investment Companies. If a Series purchases
shares in certain foreign investment entities, referred to as "passive foreign
investment companies," the Series itself may be subject to U.S. Federal income
tax, and an additional charge in the nature of interest, on a portion of any
"excess distribution" from such company or gain from the disposition of such
shares, even if the distribution or gain is paid by such Series as a dividend to
its shareholders. If a Series were able and elected to treat a passive foreign
investment company as a "qualified electing fund," in lieu of the treatment
described above, such Series would be required each year to include in income,
and distribute to shareholders in accordance with the distribution requirements
set forth above, its pro rata share of the ordinary earnings and net capital
gains of the company, whether or not distributed to such Series.
Certain Foreign Currency Transactions. Gains or losses attributable to foreign
currency contracts, or to fluctuations in exchange rates that occur between the
time a Series accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities are treated as ordinary
income or ordinary loss. Similarly, gains or losses on disposition of debt
securities denominated in a foreign currency attributable to fluctuations in the
value of the foreign currency between the date of acquisition of the security
and the date of disposition also are treated as ordinary gain or loss. These
gains or losses increase or decrease the amount of a Series' net investment
income available to be distributed to its shareholders as ordinary income.
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<PAGE>
Options Transactions. A special "marked-to-market" system governs the taxation
of "section 1256 contracts," which include certain listed options. Each Series
may invest in such section 1256 contracts. In general, gain or loss on section
1256 contracts will be taken into account for tax purposes when actually
realized. In addition, any section 1256 contracts held at the end of a taxable
year will be treated as sold at fair market value (that is, marked-to-market),
and the resulting gain or loss will be recognized for tax purposes. In general,
gain or loss recognized by a Series on the actual or deemed disposition of a
section 1256 contract will be treated as 60% long-term and 40% short-term
capital gain or loss, regardless of the period of time the section 1256 contract
is actually held by such Series. Each Series can elect to exempt its section
1256 contracts which are part of a "mixed" straddle from the application of
section 1256.
PERFORMANCE
The average annual total returns for the one-year period ended October 31,
1996 and for the period April 7, 1992 (inception) through October 31, 1996 for
the Class A shares of the International Fund were 3.30% and 9.86%, respectively;
for the one-year period ended October 31, 1996 for the Class A shares of the
Global Growth Opportunities Fund was 7.73%; for the one-year period ended
October 31, 1996 and for the period September 9, 1992 (inception) through
October 31, 1996 for the Class A shares of the Global Smaller Companies Fund
were 11.42% and 21.64%, respectively; for the one-year period ended October 31,
1996 and for the period May 23, 1994 (inception) through October 31, 1996 for
the Class A shares of the Global Technology Fund were (11.72)% and 22.04%,
respectively. The total return for the period from May 28, 1996 (inception)
through October 31, 1996 for the Class A shares of the Emerging Markets Growth
Fund was (9.60)%. These returns were computed by assuming a hypothetical initial
investment of $1,000 in Class A shares of each Series. From this $1,000, the
maximum sales load of $47.50 (4.75% of public offering price) was deducted. It
was then assumed that all of the dividends and distributions paid by the Series'
Class A shares over the relevant time period, were reinvested. It was then
assumed that at the end of these periods, the entire amounts were redeemed. The
average annual total return was then calculated by calculating the annual rate
required for the initial payment to grow to the amount which would have been
received upon redemption (i.e., the average annual compound rate of return).
The total returns for the period April 22, 1996 (inception) through October
31, 1996 for the Class B shares of the International Fund, the Global Growth
Opportunities Fund, the Global Smaller Companies Fund and the Global Technology
Fund were (3.68)%, (0.25)%, 1.94% and (3.31)%, respectively. The total return
for the period May 28, 1996 (inception) through October 31, 1996 for the Class B
shares of the Emerging Markets Growth Fund was (5.32)%. These returns were
computed by assuming a hypothetical initial investment of $1,000 in Class B
shares of each Series and that all of the dividends and distributions paid by
the Series' Class B shares over the relevant time period, were reinvested. It
was then assumed that at the end of these periods, the entire amount was
redeemed, subtracting the 5% CDSL.
The average annual total returns for the one-year period ended October 31,
1996 and for the period September 21, 1993 (inception) through October 31, 1996
for the Class D shares of the International Fund, were 6.62% and 7.08%,
respectively; for the one-year period ended October 31, 1996 and for the period
May 3, 1993 (inception) through October 31, 1996 for Class D shares of the
Global Smaller Companies Fund were 15.14% and 20.63%, respectively; for the
one-year period ended October 31, 1996 and for the period May 23, 1994
(inception) through October 31, 1996 for the Class D shares of the Global
Technology Fund were (8.93)% and 23.48%, respectively The total return for the
one-year period ended October 31, 1996 for the Class D shares of the Global
Growth Opportunities Fund was 11.33%. The total return for the period from May
28, 1996 (inception) through October 31, 1996 for the Class D shares of the
Emerging Markets Growth Fund was (6.27)%. These returns were computed by
assuming a hypothetical initial investment of $1,000 in Class D shares of each
D shares over the relevant time period, were reinvested. It was then assumed
that at the end of these periods, the entire amount was redeemed, subtracting
the 1% CDSL, if applicable.
The tables below illustrate the total returns on a $1,000 investment in
each of the Series' Class A, Class B and Class D shares from the commencement of
a Series' operations through October 31, 1996, assuming investment of all
dividends and capital gain distributions.
-21-
<PAGE>
CLASS A SHARES
<TABLE>
<CAPTION>
Year/ Value of Value of Value Total Value
Period Initial Capital Gain of of Total
Ended(1) Investment(2) Distributions Dividends Investment(2) Return(1,3)
- ------- ------------ ------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
INTERNATIONAL FUND
10/31/92 $ 944 $ -- $ -- $ 944
10/31/93 1,268 -- 4 1,272
10/31/94 1,402 28 5 1,435
10/31/95 1,326 87 5 1,418
10/31/96 1,363 169 5 1,537 53.70%
EMERGING MARKETS GROWTH FUND
10/31/96 904 -- -- 904 (9.60)%
</TABLE>
<TABLE>
<CAPTION>
Year/ Value of Value of Value Total Value
Period Initial Capital Gain of of Total
Ended(1) Investment(2) Distributions Dividends Investment(2) Return(1,3)
- ------- ------------ ------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
GLOBAL GROWTH OPPORTUNITIES FUND
10/31/96 $ 1,077 $ -- $ -- $ 1,077 7.73%
GLOBAL SMALLER COMPANIES FUND
10/31/92 953 -- -- 953
10/31/93 1,331 -- 2 1,333
10/31/94 1,591 10 3 1,604
10/31/95 1,853 69 4 1,926
10/31/96 2,018 230 5 2,253 125.25%
GLOBAL TECHNOLOGY FUND
10/31/94 1,116 -- -- 1,116
10/31/95 1,740 16 -- 1,756
10/31/96 1,508 116 3 1,627 62.69%
<CAPTION>
CLASS B SHARES
Year/ Value of Value of Value Total Value
Period Initial Capital Gain of of Total
Ended(1) Investment(2) Distributions Dividends Investment(2) Return(1,3)
- ------- ------------ ------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
INTERNATIONAL FUND
10/31/96 $915 $ -- $ -- $915 (8.50)%
EMERGING MARKETS GROWTH FUND
10/31/96 899 -- -- 899 (10.06)%
GLOBAL GROWTH OPPORTUNITIES FUND
10/31/96 948 -- -- 948 (5.24)%
GLOBAL SMALLER COMPANIES FUND
10/31/96 969 -- -- 969 (3.06)%
GLOBAL TECHNOLOGY FUND
10/31/96 919 -- -- 919 (8.15)%
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
CLASS D SHARES
Year/ Value of Value of Value Total Value
Period Initial Capital Gain of of Total
Ended(1) Investment(2) Distributions Dividends Investment(2) Return(1,3)
- ------- ------------ ------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
INTERNATIONAL FUND
10/31/93 $ 1,048 $ -- $ -- $ 1,048
10/31/94 1,151 23 -- 1,174
10/31/95 1,079 71 -- 1,150
10/31/96 1,099 138 -- 1,237 23.72%
EMERGING MARKETS GROWTH FUND
10/31/96 937 -- -- 937 (6.27)%
</TABLE>
<TABLE>
<CAPTION>
Year/ Value of Value of Value Total Value
Period Initial Capital Gain of of Total
Ended(1) Investment(2) Distributions Dividends Investment(2) Return(1,3)
- ------- ------------ ------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
GLOBAL GROWTH OPPORTUNITIES FUND
1/31/96 $ 1,050 $ -- $ -- $ 1,050
10/31/96 1,113 -- -- 1,113 11.33%
GLOBAL SMALLER COMPANIES FUND
10/31/93 1,167 -- -- 1,167
10/31/94 1,385 9 -- 1,394
10/31/95 1,600 60 -- 1,660
10/31/96 1,728 200 -- 1,928 92.76%
GLOBAL TECHNOLOGY FUND
10/31/94 1,168 -- -- 1,168
10/31/95 1,806 16 -- 1,822
10/31/96 1,554 121 -- 1,675 67.45%
</TABLE>
- -----------------------
(1) From commencement of operations on:
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class D Shares
-------------- -------------- --------------
<S> <C> <C> <C>
International Fund 4/7/92 4/22/96 9/21/93
Emerging Markets Growth Fund 5/28/96 5/28/96 5/28/96
Global Growth Opportunities Fund 11/1/95 4/22/96 11/1/95
Global Smaller Companies Fund 9/9/92 4/22/96 5/3/93
Global Technology Fund 5/23/94 4/22/96 5/23/94
</TABLE>
(2) The "Value of Initial Investment" as of the date indicated reflects the
effect of the maximum sales load or CDSL, if applicable, assumes that all
dividends and capital gain distributions were taken in cash and reflects
changes in the net asset value of the shares purchased with the
hypothetical initial investment. "Total Value of Investment" assumes
investment of all dividends and capital gain distributions.
(3) "Total Return" for each class of shares of a Series is calculated by
assuming a hypothetical initial investment of $1,000 at the beginning of
the period specified; subtracting the maximum sales load for Class A
shares; determining total value of all dividends and capital gain
distributions that would have been paid during the period on such shares
assuming that each dividend or capital gain distribution was invested in
additional shares at net asset value; calculating the total value of the
investment at the end of the period; subtracting the CDSL on Class B and
Class D shares, if applicable; and finally, by dividing the difference
between the amount of the hypothetical initial investment at the beginning
of the period and its total value at the end of the period by the amount of
the hypothetical initial investment. The International Fund's total return
and average annual total return quoted from time to time through September
21, 1993 for Class A shares does not reflect the deduction of the
administration, shareholder services and distribution fee effective on that
date, which fee if reflected would reduce the performance quoted.
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<PAGE>
No adjustments have been made for any income taxes payable by investors on
dividends invested or gain distributions taken in shares.
Waiver by the Manager and Subadviser of a portion of their fees during the
period (as set forth under "Management and Expenses" herein and "Financial
Highlights" in the Prospectus) positively affected the performance results
provided in this section.
GENERAL INFORMATION
Capital Stock. The Board of Directors is authorized to classify or reclassify
and issue any unissued capital stock of the Fund into any number of series or
classes without further action by shareholders. To date, shares of five series
have been authorized, which shares constitute interests in the International
Fund, the Emerging Markets Growth Fund, the Global Growth Opportunities Fund,
the Global Smaller Companies Fund and the Global Technology Fund. The 1940 Act
requires that where more than one series or class exists, each series or class
must be preferred over all other series or classes in respect of assets
specifically allocated to such series or class.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of the 1940 Act or applicable state law, or
otherwise, to the holders of the outstanding voting securities of an investment
company such as the Fund shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of each
class or series affected by such matter. Rule 18f-2 further provides that a
class or series shall be deemed to be affected by a matter unless it is clear
that the interests of each class or Series in the matter are substantially
identical or that the matter does not affect any interest of such class or
series. However, the Rule exempts the selection of independent public
accountants, the approval of principal distributing contracts and the election
of directors from the separate voting requirements of the Rule.
Custodian and Recordkeeping Agents. Morgan Stanley Trust Company (NY), One
Pierrepont Plaza, Brooklyn, New York 11201, serves as custodian for the Fund.
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri
64105, maintains, under the general supervision of the Manager, certain
accounting records and determines the net asset value for the each Series.
Accountants. Deloitte & Touche LLP, independent auditors, have been selected as
auditors of the Fund. Their address is Two World Financial Center, New York, NY
10281.
FINANCIAL STATEMENTS
The Annual Report to Shareholders for the Fund for the fiscal year ended
October 31, 1996 is incorporated by reference into this Statement of Additional
Information. The Annual Report contains a schedule of the investments of each
Series as of October 31, 1996, as well as certain other financial information as
of that date. The Annual Report will be furnished, without charge, to investors
who request copies of this Statement of Additional Information.
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<PAGE>
APPENDIX A
Moody's Investors Service, Inc. ("Moody's")
Debt Securities
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk. Interest payments are protected by
a large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be characteristically lacking or may be unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact may have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca: Bonds which are rated Ca represent obligations which are speculative in
high degree. Such issues are often in default or have other marked shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
Moody's applies numerical modifiers (1, 2 and 3) in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; modifier 2 indicates a mid-range ranking; and modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.
Commercial Paper
Moody's Commercial Paper Ratings are opinions of the ability of issuers to
repay punctually promissory senior debt obligations not having an original
maturity in excess of one year. Issuers rated "Prime-1" or "P-1" indicate the
highest quality repayment ability of the rated issue.
The designation "Prime-2" or "P-2" indicates that the issuer has a strong
ability for repayment of senior short-term promissory obligations. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternative liquidity is maintained.
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<PAGE>
The designation "Prime-3" or "P-3" indicates that the issuer has an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.
Issues rated "Not Prime" do not fall within any of the Prime rating
categories.
Standard & Poor's Rating Service ("S&P")
Debt Securities
AAA: Debt issues rated AAA are highest grade obligations. Capacity to pay
interest and repay principal is extremely strong.
AA: Debt issues rated AA have a very high degree of safety and very strong
capacity to pay interest and repay principal and differ from the highest rated
issues only in small degree.
A: Debt issues rated A are regarded as upper medium grade. They have a
strong degree of safety and capacity to pay interest and repay principal
although it is somewhat more susceptible in the long term to the adverse effects
of changes in circumstances and economic conditions than debt in higher rated
categories.
BBB: Debt issues rated BBB are regarded as having a satisfactory degree of
safety and capacity to pay interest and re-pay principal. Whereas they normally
exhibit adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
re-pay principal for bonds in this category than for bonds in higher rated
categories.
BB, B, CCC, CC: Debt issues rated BB, B, CCC and CC are regarded on
balance, as predominantly speculative with respect to capacity to pay interest
and pre-pay principal in accordance with the terms of the bond. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposure to adverse
conditions.
C: The rating C is reserved for income bonds on which no interest is being
paid.
D: Debt issues rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that S&P does not rate a particular
type of bond as a matter of policy.
Commercial Paper
S&P Commercial Paper ratings are current assessments of the likelihood of timely
payment of debts having an original maturity of no more than 365 days.
A-1: The A-1 designation indicates that the degree of safety regarding
timely payment is very strong.
A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."
A-3: Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.
B: Issues rated "B" are regarded as having only a speculative capacity for
timely payment.
C: This rating is assigned to short-term debt obligations with a doubtful
capacity of payment.
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<PAGE>
D: Debt rated "D" is in payment default.
NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that S&P does not rate a particular
type of bond as a matter of policy.
The ratings assigned by S&P may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within its major rating categories.
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<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.
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<PAGE>
...1940s
o Helps shape the Investment Company Act of 1940.
o Leads in the purchase and subsequent sale to the public of Newport News
Shipbuilding and Dry Dock Company, a prototype transaction for the
investment banking industry.
o Assumes management of National Investors Corporation, today Seligman Growth
Fund, Inc.
o Establishes Whitehall Fund, Inc., today Seligman Income Fund, Inc.
...1950-1989
o Develops new open-end investment companies. Today, manages more than 40
mutual fund portfolios.
o Helps pioneer state-specific, municipal bond funds, today managing a
national and 18 state-specific municipal 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 plc, of London, known as
Seligman Henderson Co., to offer global and international investment
products.
o Introduces to the public 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.
-29-
<PAGE>
APPENDIX C
HISTORY OF HENDERSON PLC
Henderson's origins can be traced back to the year 1872, when its founder, Sir
Alexander Henderson, joined the London Stock Exchange. In the years that
followed, Sir Alexander and the Henderson brothers began a long tradition of
global investing.
...Prior to 1900:
o Alexander Henderson joins the London Stock Exchange in 1872.
o Invests in railways in South America and Spain, mining and gold interests in
Mexico, Australia, and Chile, and wheat field developments in Canada and the
United States.
o Invests in the Argentine Transandine Railway in 1887.
o Helps finance the building of Manchester Ship Canal in England in 1887.
o Launches TR Smaller Companies Investment Trust in 1887.
o Launches The Bankers Investment Trust in 1888.
o Launches Electric and General Investment Company in 1890.
o Launches TR City of London Trust in 1891.
o Helps finance the building of the Great Central Railway in England in 1894.
o Alexander Henderson is elected to British Parliament in 1898.
...1900-1910
o Alexander Henderson is knighted in 1902.
o Finances British Central African Company in 1902 to build railways across
Africa.
o Launches TR Property Investment Trust in 1905.
o Helps establish the National Bank of Turkey in 1909.
o Establishes Witan Investment Company in 1909.
...1910s
o Alexander Henderson achieves peerage as the first Lord Faringdon in 1916.
o Helps establish The British Trade Corporation in 1917, dedicated to
developing international trade for English companies.
...1920-1989
o Presides over the 1922 merger of the Great Central Railway with the London
and North Eastern Railway.
o Henderson Administration, today Henderson plc, is formally incorporated in
1934.
o Henderson is one of the first United Kingdom investors in Occidental
Petroleum in 1959.
o Begins managing a series of retail unit trusts in 1974 that are focused on
international markets, including Japan, North America, Europe, and the
Pacific. Today, Henderson manages 22 retail unit trusts, eight exempt unit
trusts, and 20 investment trusts.
o Launches the Luxembourg-based Henderson Horizon Funds in 1983, including
European Smaller Companies Fund and Global Bond Fund. Today, Henderson
offers 12 Henderson Horizon Funds.
o Henderson is listed on the London Stock Exchange in 1983.
...1990s
o Establishes a joint venture in 1991 with New York-based J. & W. Seligman &
Co., known as Seligman Henderson Co., to offer global investment products.
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.
o Is, today, the largest investment trust manager in the United Kingdom and
one of the largest independent money managers in Europe.
o Has been the recipient of Micropal's "Best Investment Trust Manager of the
Year" award for the years 1994, 1995, and 1996.
-30-
<PAGE>
APPENDIX D
The Global Technology Fund's investments are managed by Seligman Henderson
Co., a joint venture that combines the unique experience of two of the world's
foremost money managers: J. & W. Seligman & Co. and Henderson plc, with combined
assets under management of more than $35 billion and 200 years of investment
experience. Together, they manage more than $5 billion in technology assets.
As illustrated below, the technology market now represents a staggering
24.8% of world market capitalization, as derived from the Morgan Stanley Capital
International Indices as of December 31, 1996.*
[The printed document contains a bar chart
depicting the global technology market
by major national market segment]
* These indices do not represent the full market capitalization of the selected
countries. Global Technology includes: Aerospace & Military Technology; Data
Processing & Reproduction; Electronics; Electronic Components; Health & Personal
Care; Broadcasting & Publishing; and Telecommunications.
The use of existing developing technologies is an increasingly important
component of human societies throughout the civilized world. Historically,
technologies have been developed and utilized first in the U.S. and then spread
to the rest of the world. The Manager believes that this wave of technology
offers from the trends in the information and technology fields:
Telecommunications privatization, deregulation, and infrastructure spending;
mobile communications; multimedia; and mobile computing.
-31-
<PAGE>
APPENDIX D
The Global Technology Fund's investments are managed by Seligman Henderson
Co., a joint venture that combines the unique experience of two of the world's
foremost money managers: J. & W. Seligman & Co. and Henderson plc, with combined
assets under management of more than $35 billion and 200 years of investment
experience. Together, they manage more than $5 billion in technology assets.
As illustrated below, the technology market now represents a staggering
24.8% of world market capitalization, as derived from the Morgan Stanley Capital
International Indices as of December 31, 1996.*
[The printed document contains a bar chart
depicting the global technology market
by major national market segment]
* These indices do not represent the full market capitalization of the selected
countries. Global Technology includes: Aerospace & Military Technology; Data
Processing & Reproduction; Electronics; Electronic Components; Health & Personal
Care; Broadcasting & Publishing; and Telecommunications.
The use of existing developing technologies is an increasingly important
component of human societies throughout the civilized world. Historically,
technologies have been developed and utilized first in the U.S. and then spread
to the rest of the world. The Manager believes that this wave of technology
offers from the trends in the information and technology fields:
Telecommunications privatization, deregulation, and infrastructure spending;
mobile communications; multimedia; and mobile computing.
-32-
<PAGE>
================================================================================
SELIGMAN
SELIGMAN HENDERSON
GLOBAL FUND SERIES, INC.
International Fund
Emerging Markets Growth Fund
Global Growth Opportunities Fund
Global Smaller Companies Fund
Global Technology Fund
================================================================================
Investing Around the World for Capital Appreciation
OCTOBER 31, 1996 ANNUAL REPORT
<PAGE>
[PHOTO]
SELIGMAN
ESTABLISHED 1864
[PHOTO]
HENDERSON
INVESTING SINCE 1872
SELIGMAN
ESTABLISHED 1864
HENDERSON
INVESTING SINCE 1872
J. & W. SELIGMAN & CO. INCORPORATED
OVER THE LONG TERM
J. & W. Seligman & Co. Incorporated has been providing financial services for
more than 130 years. Since 1864, Seligman has followed a long-term approach to
making money for its clients by managing investment products and providing
services of the highest quality.
SELIGMAN HENDERSON CO.
THE EXPERIENCED GLOBAL MANAGER
The global and international funds in the Seligman Group of Funds are managed by
Seligman Henderson Co., a joint venture established by Seligman of New York and
Henderson plc of London. Together, the two firms have more than 200 years of
investment experience, and manage more than $30 billion in combined assets.
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.
GLOBAL INVESTMENT CAPABILITIES
Seligman and Henderson combined employ more than 100 investment professionals,
organized into investment teams. Seligman Henderson believes its team approach
to managing global investments ensures a free exchange of ideas and information
from investment professionals, with unique insight into each of the world's
geographic regions. Seligman Henderson is headquartered in New York, and
Henderson has additional offices in London, Singapore, and Tokyo.
<PAGE>
- --------------------------------------------------------------------------------
TO THE SHAREHOLDERS
We are pleased to provide you with this Annual Report for Seligman Henderson
Global Fund Series, Inc., which includes Seligman Henderson International Fund,
Seligman Henderson Emerging Markets Growth Fund, Seligman Henderson Global
Growth Opportunities Fund, Seligman Henderson Global Smaller Companies Fund, and
Seligman Henderson Global Technology Fund. The Funds' overall investment results
for the 12 months ended October 31, 1996, were mixed. For your convenience,
Fund-specific information, including comments from the Portfolio Managers,
begins on page 3.
The fundamental economic and market background remained strong in most of the
world's major financial markets for the six months ended October 31, 1996. In
particular, inflation remained stable and, in many countries, short-term
interest rates were flat, or declined.
In the US, the economy remained remarkably stable, and equities continued to
perform well. They were supported by declining long-term interest rates, strong
inflows into mutual funds, and solid corporate earnings. As a result, the US
equity market continued to outpace most international equity markets.
In the UK, the economy continued to grow due to strengthening consumer
spending. This led to some upward pressure on interest rates, but also to a very
strong currency. Overall, conditions proved positive for Continental European
equity markets, although most currencies weakened against the US Dollar, which
reduced returns in Dollar terms. The overall background was one of low interest
rates and tight fiscal policies. There was a concerted effort by several
countries to meet their budget deficit targets (fiscal policy) as required by
the Maastricht Treaty in order to achieve monetary union by the year 1999.
In Japan, the economy slowed somewhat but still progressed, interest rates
reached record low levels, and corporate profits were generally satisfactory.
However, domestic investors cautiously remained on the sidelines while
significant new fund raising and equity sales by life insurance companies kept
the supply of stock high. This supply imbalance left the market trading in a
relatively narrow range.
In the Pacific, the Hong Kong stock market performed exceptionally well, but
both Thailand and South Korea fell sharply. In Thailand, a combination of
political worries, capital outflows, and the banking sector's debts caused
investors to flee the market. In South Korea, a corporate profit collapse was
the overriding factor.
Elsewhere, Latin American economies and stock markets made a reasonable
recovery following a very difficult 1995. Finally, Central European markets all
performed well due to very low stock valuations.
Going forward, we anticipate that the fundamental economic environment will
remain solid, and should reasonably support the equity markets. However, there
are signs of some excesses in the financial markets, including high mutual fund
sales, a large number of initial public offerings (IPOs), and volatile Japanese
money seeking high returns. As always, there could be short-term volatility, but
we remain confident in the long-term outlook.
By order of the Board of Directors,
/s/ William C. 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 2, 1996
1
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL FUND SERIES, INC.
<TABLE>
<CAPTION>
EMERGING GLOBAL GROWTH
HIGHLIGHTS INTERNATIONAL MARKETS GROWTH OPPORTUNITIES
October 31, 1996 FUND FUND* FUND*
- --------------------------------------------------------------------------------------------------------------------
NET ASSETS:
<S> <C> <C> <C>
Class A (in millions) $ 51.0 $19.9 $107.5
Class B (in millions) 2.9 10.5 9.3
Class D (in millions) 47.9 13.7 53.5
----------- --------- -----------
Total $101.8 $44.1 $170.3
- --------------------------------------------------------------------------------------------------------------------
DIVIDENDS (Class A)** -- -- --
- --------------------------------------------------------------------------------------------------------------------
CAPITAL GAIN DISTRIBUTIONS
(Class A and Class D)*** $0.916 -- --
- --------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE:
October 31, 1996
Class A $17.17 $6.78 $8.08
Class B 16.74 6.76 8.02
Class D 16.74 6.76 8.02
April 30, 1996
Class A 17.78 n/a 8.16
Class B 17.40 n/a 8.13
Class D 17.40 n/a 8.13
October 31, 1995
Class A 16.71 n/a n/a
Class D 16.43 n/a n/a
- --------------------------------------------------------------------------------------------------------------------
MAXIMUM OFFERING PRICE PER
SHARE:
October 31, 1996
Class A $18.03 $7.12 $8.48
Class B 16.74 6.76 8.02
Class D 16.74 6.76 8.02
April 30, 1996
Class A 18.67 n/a 8.56
Class B 17.40 n/a 8.13
Class D 17.40 n/a 8.13
October 31, 1995
Class A 17.54 n/a n/a
Class D 16.43 n/a n/a
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
GLOBAL SMALLER GLOBAL
HIGHLIGHTS COMPANIES TECHNOLOGY
October 31, 1996 FUND FUND
- -------------------------------------------------------------------------------
NET ASSETS:
<S> <C> <C>
Class A (in millions) $350.3 $499.9
Class B (in millions) 104.0 18.8
Class D (in millions) 285.5 197.4
----------- -----------
Total $739.8 $716.1
- -------------------------------------------------------------------------------
DIVIDENDS (Class A)** -- $0.019
- -------------------------------------------------------------------------------
CAPITAL GAIN DISTRIBUTIONS
(Class A and Class D)*** $0.955 $0.771
- -------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE:
October 31, 1996
Class A $15.14 $11.31
Class B 14.72 11.09
Class D 14.72 11.09
April 30, 1996
Class A 15.15 12.19
Class B 14.78 12.00
Class D 14.78 12.00
October 31, 1995
Class A 13.90 13.05
Class D 13.63 12.89
- -------------------------------------------------------------------------------
MAXIMUM OFFERING PRICE PER
SHARE:
October 31, 1996
Class A $15.90 $11.87
Class B 14.72 11.09
Class D 14.72 11.09
April 30, 1996
Class A 15.91 12.80
Class B 14.78 12.00
Class D 14.78 12.00
October 31, 1995
Class A 14.59 13.70
Class D 13.63 12.89
- -------------------------------------------------------------------------------
</TABLE>
* Commencement of operations May 28, 1996, and November 1, 1995, for Emerging
Markets Growth Fund and Global Growth Opportunities Fund, respectively.
** Represents per share amount paid on December 27, 1995.
*** Represents per share amount paid on December 27, 1995. On November 22, 1996,
payments of $0.885 and $0.730 were made to Class A, Class B, and Class D
shares of the International and Global Smaller Companies Funds,
respectively.
NOTE: THERE ARE SPECIFIC RISKS ASSOCIATED WITH GLOBAL INVESTING, SUCH AS
CURRENCY FLUCTUATIONS, FOREIGN TAXATION, DIFFERENCES IN FINANCIAL REPORTING
PRACTICES, AND RAPID CHANGES IN POLITICAL AND ECONOMIC CONDITIONS.
2
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
INTERNATIONAL FUND
IAIN C. CLARK,
PORTFOLIO MANAGER
[GROUP PHOTO]
INTERNATIONAL TEAM: (FROM LEFT) TIM STEVENSON, JAMES ROBINSON, IAIN
CLARK, (PORTFOLIO MANAGER), PETER BASSETT, DAVID THORNTON, MISSING FROM PHOTO:
BEN ELWES, KIRSTEEN MORRISON
SELIGMAN HENDERSON INTERNATIONAL FUND, WHICH COMMENCED INVESTMENT OPERATIONS ON
APRIL 7, 1992, SEEKS LONG-TERM CAPITAL APPRECIATION BY INVESTING PRIMARILY IN
THE STOCKS OF LARGER-SIZED COMPANIES OUTSIDE THE U.S. WITH PROSPECTS FOR ABOVE-
AVERAGE GROWTH.
Over the past 12 months, we have seen mixed results in both the
international economies and stock markets. European markets performed
reasonably well, while the Pacific posted poor results.
UNITED KINGDOM
In the UK, the economy was quite healthy, primarily due to strengthened
consumer spending. As a result, the Fund directly benefited from its
significant position in consumer-related issues such as Granada Group, a
television broadcasting and leisure group, and Tesco, a supermarket chain.
Additionally, the UK stock market was up 16.6%, posting the best
performance in the six months ended October 31. Returns were largely
driven by the strength of Sterling, which rose 8.5% against the US Dollar.
Overall, the Fund's weighting in the UK was maintained at approximately
17% throughout the period.
CONTINENTAL EUROPE
Though economic conditions in Continental Europe were unimpressive at
April 30, the last six months brought a turn for the better in most
markets. In particular, Germany benefited from increased new orders,
improved business confidence, and low interest rates. Otherwise,
Continental Europe focused on meeting the Maastricht budget deficit
criteria for entry into the European Monetary Union in 1999. The emphasis
on Maastricht requirements resulted in a number of austerity budgets,
which will limit overall GNP growth. However, it is essential that
Continental European economies grow at 2% or more in order to achieve
these budget targets, which suggests that interest rates could remain low
despite the budget constraints.
Within the portfolio, we continued to increase the overall investment in
Continental Europe to end the period at almost 39%. Specifically, the
Fund's weightings in Spain, Sweden, and Germany were increased, while the
holdings in Switzerland and the Netherlands were reduced. More
specifically, positions in economically-sensitive stocks such as Michelin
(France), Sol Melia (Spain), Electrolux (Sweden), and Volkswagen (Germany)
were increased.
JAPAN
Japan's slow rate of economic recovery did not meet the expectations we
had when we last reported to you. There were doubts about the pace of the
recovery, as evidenced in the most recent Tankan Survey -- a measure of
business confidence -- that suggested a slowdown in manufacturing, which
put pressure on economically-sensitive stocks. Nonetheless, the Fund's
focus on economically-sensitive stocks was maintained, as we continue to
believe that the economy will improve. Companies such as Sankyo, a
manufacturer of pachinko game equipment, and Tsubakimoto Nakishima, a
manufacturer of ball bearings, were purchased, as they should both benefit
from a growing economy.
Further, the Yen continued to weaken sharply. As a result,
export-related holdings provided very strong results, with leading
electronics stocks such as Toshiba and Alps Electric posting solid
returns.
3
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
INTERNATIONAL FUND
PACIFIC/EMERGING MARKETS
The large decline in exports negatively affected the Asian markets,
though performance was very mixed. Hong Kong rose quite significantly,
performing strongly due to a stable economy. In Australia and Taiwan,
where the economies were also reasonably steady, the markets rose only
modestly. Elsewhere, markets in South Korea, Thailand, and Singapore
experienced sharp declines due largely to a considerable slowdown in
their economies and, in Thailand, from worrisome political developments.
These economies were severely affected by the collapse of prices in the
electronics sector. In Singapore, for example, electronics make up more
than 50% of total exports. Overall, the weighting in the Pacific was
reduced to 15.4%. In contrast, the weighting in Latin America and
Emerging Europe was increased with purchases in Peru, Brazil, Hungary,
and the Czech Republic.
OUTLOOK
The fundamental economic background is quite positive, and we expect that
moderate growth and low levels of inflation should continue around the
world. The outlook for corporate profits will be important for future
performance. We anticipate reasonable performance in the UK and
improvements in Continental Europe and Japan, although some of these
expectations may be already reflected in stock market prices. As both the
bond and equity markets were partly fueled by excess Japanese liquidity,
a short-term setback could be provoked when this cash flow dries up.
Nonetheless, we anticipate that the fundamental background will continue
to remain positive, and believe that markets could rise further in the
medium term.
4
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
INTERNATIONAL FUND
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 on April 7, 1992, through October 31, 1996, to a
$10,000 hypothetical investment made in the Lipper International Funds
Average (Lipper Int'l Average) and the Morgan Stanley Capital
International EAFE (Europe, Australasia, Far East) Index(R) (MSCI EAFE
Index) for the same period. The performances of Seligman Henderson
International Fund Class B and Class D shares are not shown in the chart,
but are included in the table below. It is important to keep in mind that
the Average and Index do not include any fees or sales charges.
<TABLE>
<CAPTION>
[THE FOLLOWING TABLE REPRESENTS A GRAPH]
SELIGMAN HENDERSON INTERNATIONAL FUND
WITH SALES WITHOUT LIPPER INTERNATIONAL
CHARGE SALES CHARGE FUNDS AVERAGE MSCI EAFE INDEX
------ ------------ ------------- ---------------
<S> <C> <C> <C> <C>
4/7/92 .......... 9,523.81 10,000.00 10,000.00 10,000.00
4/30/92 ......... 10,248.00 10,050.00
7/31/92 ......... 9,444.45 9,916.66 10,080.63 9,962.57
10/31/92 ........ 9,436.51 9,908.33 9,652.69 9,843.01
1/31/93 ......... 9,662.00 10,145.09 9,876.17 9,994.60
4/30/93 ......... 11,269.67 11,833.16 11,209.89 12,266.37
7/31/93 ......... 11,444.77 12,017.01 11,553.25 12,770.52
10/31/93 ........ 12,718.18 13,354.09 12,731.44 13,571.23
1/31/94 ......... 14,011.78 14,712.37 14,183.96 14,411.29
4/30/94 ......... 13,646.25 14,328.57 13,595.51 14,344.99
7/31/94 ......... 13,971.16 14,669.73 13,773.03 14,613.25
10/31/94 ........ 14,352.93 15,070.58 14,093.07 14,980.04
1/31/95 ......... 12,724.46 13,360.68 12,610.31 13,808.60
4/30/95 ......... 13,530.34 14,206.86 13,461.92 15,189.46
7/31/95 ......... 14,438.01 15,159.92 14,295.42 15,675.52
10/31/95 ........ 14,175.04 14,883.80 13,941.04 14,970.12
1/31/96 ......... 15,146.16 15,903.46 14,827.84 16,083.90
4/30/96 ......... 15,916.00 16,711.80 15,633.94 16,973.84
7/31/96 ......... 15,173.01 15,931.66 15,124.66 16,277.43
10/31/96 ........ 15,369.95 16,138.44 15,510.41 16,588.33
</TABLE>
TOTAL RETURNS*
FOR PERIODS ENDED OCTOBER 31, 1996
<TABLE>
<CAPTION>
AVERAGE ANNUAL
--------------------------------------------
SINCE SINCE
INCEPTION ONE INCEPTION SINCE
4/22/96 YEAR 9/21/93 4/7/92
------------ ------- ------------ -------
CLASS A
<S> <C> <C> <C> <C>
With Sales Charge n/a 3.30% n/a 9.86%
Without Sales Charge n/a 8.43 n/a 11.04
CLASS B
With 5% CDSL (8.50)% n/a n/a n/a
Without CDSL (3.68) n/a n/a n/a
CLASS D
With 1% CDSL n/a 6.62 n/a n/a
Without CDSL n/a 7.62 7.08% n/a
LIPPER INT'L AVERAGE** (0.79)+ 11.26 8.09++ 10.04+++
MSCI EAFE INDEX** (2.27)+ 10.80 7.79++ 11.67+++
</TABLE>
* Return figures reflect any change in price per share and assume the
reinvestment of dividend and capital gain distributions. Return figures for
Class A shares are calculated with and without the effect of the initial
4.75% maximum sales charge. 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. Returns for Class B shares are calculated with and
without the effect of the maximum 5% contingent deferred sales load
("CDSL"), charged only on certain redemptions made within one year of the
date of purchase, declining to 1% in the sixth year and 0% thereafter.
Returns for Class D shares are calculated with and without the effect of
the 1% CDSL, charged only on redemptions made within one year of the date
of purchase.
Performance data quoted represent changes in prices and assume that all
distributions within the periods are invested in additional shares. The
rates of return will vary and the principal value of an investment will
fluctuate. Shares, if redeemed, may be worth more or less than their
original cost. Past performance is not indicative of future investment
results.
** The Lipper Int'l Average and the MSCI EAFE Index are unmanaged benchmarks
that assume reinvestment of estimated dividends and do not reflect fees and
expenses. The monthly performance of the Lipper Int'l Average is used in
the performance chart and table. Investors may not invest directly in an
average or an index.
+ From April 30, 1996.
++ From September 30, 1993.
+++ From March 31, 1992.
5
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
INTERNATIONAL FUND
LARGEST PORTFOLIO CHANGES
DURING THE SIX MONTHS ENDED OCTOBER 31, 1996
SHARES
---------------------------
HOLDINGS
ADDITIONS INCREASE 10/31/96
- ------------- ----------- ------------
Accor ...................................... 9,115 9,115
Istituto Nazionale delle
Assicurazioni ........................... 794,477 794,477
Koninklijke Ahold .......................... 20,213 20,213
Mannesmann ................................. 3,127 3,127
Pharmacia & Upjohn ......................... 29,027 29,027
Samsung Electronics ........................ 14,690 14,690
Sandoz ..................................... 947 947
STET Societa' Finanzaria
Telefonica .............................. 461,410 461,410
VEBA ....................................... 21,989 21,989
Volkswagen ................................. 3,078 3,078
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 23,049 shares received as a result of a 10-for-1 stock split.
SHARES
----------------------------
HOLDINGS
REDUCTIONS DECREASE 10/31/96
- -------------- ----------- ------------
Assicurazione Generali .................... 52,795 --
East Japan Railway ........................ 162 339
LaFarge Coppee ............................ 16,979 --
Nestle .................................... 1,222 --
Norsk Hydro ............................... 29,442 --
Perusahaan Otomobil Nasional .............. 115,000 73,000
Roussel Uclaf ............................. 5,979 --
Siemens ................................... 25,610(1) --
Unilever .................................. 43,000 --
YPF Sociedad An--nima (ADRs) .............. 30,000 --
PERCENTAGE OF INVESTMENTS BY COUNTRY
AT OCTOBER 31, 1996
Japan 23.7%
United Kingdom 16.7
France 8.8
Germany 8.3
Sweden 4.8
Switzerland 4.8
Netherlands 4.5
Spain 4.5
Australia 3.5
Hong Kong 2.9
Italy 2.3
Malaysia 2.1
Singapore 1.9
Brazil 1.3
Taiwan 1.2
India 1.1
Mexico 1.1
South Korea 1.1
Thailand 0.9
Denmark 0.8
Indonesia 0.8
Peru 0.7
China 0.5
Philippines 0.5
Croatia 0.4
Czech Republic 0.4
Hungary 0.4
- ---------------------------------------
Total 100.0%
MAJOR PORTFOLIO HOLDINGS
AT OCTOBER 31, 1996
SECURITY VALUE
- ----------- ------------
Pioneer Electronic .................................... $2,428,697
Toshiba ............................................... 2,399,368
Nippon Telegraph & Telephone .......................... 2,393,023
East Japan Railway .................................... 1,555,919
Siebe ................................................. 1,415,637
Granada Group ......................................... 1,381,900
CSK ................................................... 1,352,348
Iberdrola ............................................. 1,351,023
ING Groep ............................................. 1,347,683
Tesco ................................................. 1,347,407
6
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
EMERGING MARKETS GROWTH FUND
[GROUP PHOTO]
INTERNATIONAL TEAM:(FROM LEFT) PETER BASSETT (PORTFOLIO MANAGER), JAMES SYME,
MONICA BALL, NICHOLAS VARDY, ELEANOR DALE. MISSING FROM PHOTO:KIRSTEEN MORRISON
PETER BASSETT,
PORTFOLIO MANAGER
SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND, WHICH COMMENCED OPERATIONS ON
MAY 28, 1996, SEEKS LONG-TERM CAPITAL APPRECIATION BY INVESTING PRIMARILY IN
EQUITY SECURITIES OF EMERGING MARKETS AROUND THE WORLD.
Since the commencement of Seligman Henderson Emerging Markets Growth Fund
on May 28, 1996, the International Finance Corporation Composite, a
leading emerging market index, fell 4.8%, due particularly to weakness in
the Pacific region. This decline occurred despite improving fundamentals
in the emerging markets, increasing evidence of a slowdown in the US
economy, and stable US interest rates. However, economic growth in
emerging markets remained strong, with recoveries in Latin America,
Northeast Asia, and Southern Europe offsetting slowdowns in India and
some parts of Southeast Asia.
CENTRAL/SOUTHERN EUROPE
The economies of Central and Southern Europe continued to recover due to
increasing economic growth rates in Central Europe and an economic
recovery in Southern Europe. The markets within these regions showed
strength, with solid gains in Hungary, Russia, the Baltic Republics, and
Croatia. Since inception, the Fund has had significant exposure to
Central/Southern Europe and now has a weighting of 20.4% in the region,
with many profitable investments in companies such as Komercni Banka in
the Czech Republic, a financial institution, EGIS in Hungary, a
pharmaceutical manufacturer, and Gazprom in Russia, a natural gas
producer.
PACIFIC
Within the Pacific, Taiwan was the best-performing larger market. The
Fund's exposure to Taiwan is in companies such as China Steel, one of the
world's leading steel producers. In China, both locally- and Hong
Kong-listed equity securities performed well. As a result, the Fund
benefited from its overweight position of 7.5% in China, and specifically
from Qingling Motors, a Chinese manufacturer of lightweight trucks listed
in Hong Kong. Elsewhere, markets were disappointing, with Thailand
declining the most. As a whole, Pacific markets have fallen 7.7% since
the end of May, and therefore, our overall exposure to the region was
reduced, to end the period at approximately 36%.
INDIAN SUBCONTINENT/AFRICA
The Indian Subcontinent/African markets were largely disappointing in the
period, with declines in South Africa, India, and Pakistan. The Fund's
relatively modest position in the Indian Subcontinent, however, limited
the region's effect on the portfolio. Weakness in the South African Rand
contributed to the South African market's poor performance in US Dollar
terms. Nonetheless, export stocks such as Anglo-American Corporation of
South Africa and Gencor were added as they should benefit from a weaker
Rand. In India, additions were made to solid domestic companies showing
strong profit growth, as they should lead the local equity market when it
rebounds. One such stock is Tata Engineering and Locomotive, the dominant
manufacturer of commercial vehicles in India. Elsewhere, Pakistan became
increasingly unstable during the period, and we therefore avoided
investment in the market.
7
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
EMERGING MARKETS GROWTH FUND
LATIN AMERICA
Since the launch of the Fund, Latin American markets were flat overall.
However, particular markets and selected stocks showed strong gains.
Mexico fell due to currency weakness, and Argentina fell as the political
environment worsened. Meanwhile, Brazil, the largest market within the
region, rose 10% as the benefits of the Real Reform Plan continued to
trickle down. The Fund saw solid gains in several Brazilian utility
stocks, including Cemig and Companhia Energetica de Sao Paulo. Despite
the decline of the Argentine market, Disco, a retailer, also performed
well. Further, the Fund saw sizeable returns in Chile from its holdings
in Santa Isabel, a retailer.
OUTLOOK
We believe the outlook for the Fund, and for emerging markets in general,
is positive, as strong growth in most emerging economies is anticipated
in 1997. It is also expected that the combination of growth and reform,
experienced in Central/Southern Europe in 1996, will continue and that
opportunities should present themselves in other markets, with good
prospects in Brazil, India, and China.
8
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
EMERGING MARKETS GROWTH FUND
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON CHART AND TABLE
The following chart compares a $10,000 hypothetical investment made in Seligman
Henderson Emerging Markets Growth Fund, with and without the maximum initial
sales charge of 4.75% for Class A shares, with the maximum 5% contingent
deferred sales load ("CDSL") for Class B shares, and with the 1% CDSL for Class
D shares, since the commencement of operations on May 28, 1996, through October
31, 1996, to a $10,000 hypothetical investment made in the Lipper Emerging
Markets Funds Average (Lipper EMF Average) and the Morgan Stanley Capital
International Emerging Markets Free Index (MSCI EMF Index) for the same period.
It is important to keep in mind that the Average and Index do not include any
fees or sales charges.
SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND
<TABLE>
<CAPTION>
CLASS A WITH CLASS A WITHOUT CLASS B WITH CLASS D WITH
SALES CHARGE SALES CHARGE CDSL CDSL LIPPER EMF AVG MSCI EMFINDEX
---------- ---------- ---- ---- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
5/28/96 9,538.29 10,014.00 10,014.00 10,014.00 10,000.00 10,000.00
6/30/96 9,498.27 9,971.99 9,985.99 9,985.99 10,126.00 10,062.00
7/31/96 9,018.02 9,467.79 9,453.78 9,453.78 9,523.50 9,374.77
8/31/96 9,404.89 9,873.95 9,859.94 9,859.94 9,794.92 9,614.76
9/30/96 9,404.89 9,873.95 9,859.94 9,859.94 9,854.67 9,697.45
10/31/96 9,044.70 9,495.80 8,994.40 9,373.11 9,590.57 9,438.52
</TABLE>
TOTAL RETURNS*
FOR THE PERIOD ENDED OCTOBER 31, 1996
SINCE
5/28/96
------------
CLASS A
With Sales Charge (9.55)%
Without Sales Charge (5.04)
CLASS B
With 5% CDSL (10.06)
Without CDSL (5.32)
CLASS D
With 1% CDSL (6.27)
Without CDSL (5.32)
LIPPER EMF AVERAGE** (4.09)+
MSCI EMF INDEX** (5.61)+
* Return figures reflect any change in price per share and assume the
reinvestment of dividend and capital gain distributions. Return figures
for Class A shares are calculated with and without the effect of the
initial 4.75% maximum sales charge. Returns for Class B shares are
calculated with and without the effect of the maximum 5% contingent
deferred sales load ("CDSL"), charged only on certain redemptions made
within one year of the date of purchase, declining to 1% in the sixth
year and 0% thereafter. Returns for Class D shares are calculated with
and without the effect of the 1% CDSL, charged only on redemptions made
within one year of the date of purchase.
Performance data quoted represent changes in prices and assume that all
distributions within the periods are invested in additional shares. The
rates of return will vary and the principal value of an investment will
fluctuate. Shares, if redeemed, may be worth more or less than their
original cost. Past performance is not indicative of future investment
results.
** The Lipper EMF Average and the MSCI EMF Index are unmanaged benchmarks
that assume reinvestment of estimated dividends and do not reflect fees
and expenses. The monthly performance of the Lipper EMF Average is used
in the performance comparison chart and table. Investors may not invest
directly in an average or an index.
+ From May 31, 1996.
9
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
EMERGING MARKETS
GROWTH FUND
PERCENTAGE OF INVESTMENTS BY COUNTRY
AT OCTOBER 31, 1996
Brazil 13.2%
India 7.6
Mexico 7.6
China 7.5
Taiwan 6.4
Malaysia 6.0
South Africa 6.0
South Korea 5.6
Thailand 4.4
Czech Republic 4.2
Philippines 4.2
Hungary 4.1
Croatia 4.0
Argentina 3.9
Portugal 3.1
Chile 2.8
Indonesia 1.8
Russia 1.8
Turkey 1.8
Peru 1.5
Greece 1.4
Egypt 1.1
- ---------------------------------------
Total 100.0%
MAJOR PORTFOLIO HOLDINGS
AT OCTOBER 31, 1996
SECURITY VALUE
- ----------- -----------
Telebras (ADRs) ........................................ $1,457,286
Cemig (ADRs) ........................................... 1,034,111
Samsung Electronics (GDRs) ............................. 1,007,301
Pliva (GDRs) ........................................... 975,000
Gedeon Richter (GDRs) .................................. 864,000
Companhia Vale do Rio Doce (ADRs) ...................... 819,940
Disco (ADRs) ........................................... 810,000
Formosa Fund ........................................... 795,420
EGIS ................................................... 783,459
Hindalco Industries (GDRs) ............................. 781,650
As Seligman Henderson Emerging Markets Growth Fund began operations on May 28,
1996, "Largest Portfolio Changes" are not applicable for this reporting period.
10
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL GROWTH
OPPORTUNITIES FUND
NITIN MEHTA AND
LORIS MUZZATTI,
PORTFOLIO MANAGERS
[GROUP PHOTO]
INTERNATIONAL TEAM: (FROM LEFT) DAVID THORNTON, PETER BASSETT, MICHAEL
WOOD-MARTIN, HEATHER MANNERS, IAIN CLARK, STACEY NAVIN, BEN ELWES, NITIN MEHTA
(PORTFOLIO MANAGER). MISSING FROM PHOTO: KIRSTEEN MORRISON US TEAM:
[GROUP PHOTO]
(FROM LEFT) LOUISE OH, NATALIE BILLON, LOUISE KNIGHT, DAVE LEVY, KEN LONDONER,
(SEATED) LORIS MUZZATTI (PORTFOLIO MANAGER). MISSING FROM PHOTO: MICHELLE BORRE
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND, WHICH COMMENCED OPERATIONS
ON NOVEMBER 1, 1995, SEEKS LONG-TERM CAPITAL APPRECIATION BY INVESTING PRIMARILY
IN THE STOCKS OF COMPANIES THAT HAVE THE POTENTIAL TO BENEFIT FROM GLOBAL
ECONOMIC OR SOCIAL TRENDS.
Growth investing around the world saw mixed results in the last 12
months. In the UK and Continental Europe, growth stocks significantly
outperformed value stocks, while disappointing economic growth in the
Pacific led to much weaker performance. Nonetheless, we have continued to
focus our portfolio strategy on four major global themes: "Consumer is
King;" "Global Trade;" "Productivity;" and "Quality of Life."
UNITED STATES
In the past 12 months, the US financial markets were influenced by
rapidly changing perceptions about the pace of economic growth and the
future path of interest rates, as well as the impending presidential
election, which further increased investor uncertainty. However, these
issues were resolved to the advantage of investors. The economy's growth
remained healthy with inflationary pressures abating, thus allowing the
Federal Reserve Board to leave interest rates unchanged at its September
24 meeting. Meanwhile, the financial markets reacted indifferently to the
presidential election, having already anticipated its outcome. After a
short setback in July, the equity markets began their ascent, climbing to
new highs by October 31.
During the period, the US weighting was increased slightly and it now
stands at 26.3%. Under the Consumer is King theme, Saks Holdings was
purchased, due to its rapid expansion potential, as was Liz Claiborne,
which has positive earnings growth potential. In the Quality of Life
theme, the focus was on tourism, and Sun International Hotels, Sabre
Group Holdings, and Viacom were purchased. The Fund's exposure to
technology was also increased after the brief market reversal in July,
with the purchase of Intel and increases in Microsoft and Sterling
Software.
The stable economic environment in the US should provide a positive
backdrop for the ongoing performance of select growth stocks. The Fund's
portfolio holdings in the US are attractively valued and have good
long-term prospects.
CONTINENTAL EUROPE
As foreseen in our April 30, 1996, Mid-Year Report, the outlook for the
economies in Continental Europe changed significantly in the last six
months as continued declines in interest rates finally yielded evidence
of an economic recovery. In addition, weaker exchange rates against the
US Dollar improved the prospects for exports.
We believe that economic growth will accelerate and spread throughout
Continental Europe. Therefore, the Fund's Continental European weighting
was substantially increased to approximately 26% with the addition of
several economically-sensitive growth stocks. For example, in the
Consumer is King theme, the Fund invested in three leading brands: SMH
Neuenberg in Switzerland, the maker of Swatch watches; Puma in Germany, a
producer of athletic footwear; and Porsche in Germany, a manufacturer of
luxury sports cars. In the Quality of Life theme, two hotel companies
were added: Accor in France and Sol Melia in Spain. Finally, under the
Productivity theme, two French securities were purchased: SGS-Thomson
Microelectronics and Valeo, which are, respectively, a specialized
semiconductor maker, and an auto components manufacturer benefiting from
the consolidation among auto suppliers.
11
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL GROWTH
OPPORTUNITIES FUND
JAPAN
Japan held great promise for economic growth six months ago, but
ultimately failed to meet our expectations. Despite very low interest
rates, falling bond yields, and the stimulating effects of a weaker
currency, domestic and foreign equity investors remained on the
sidelines. The resulting stock market performance was among the poorest
in the world. Although we believe that Japan's economic recovery will
eventually gain momentum, it may take longer than originally expected.
Consequently, the Fund's exposure to the market was reduced, to end the
period at 16.9%.
PACIFIC
Overall, the Pacific markets experienced mixed fortunes. While Hong Kong
rose significantly due to improving property prices and the receding
likelihood of a US interest rate increase, other markets fared poorly.
The decline in semiconductor prices and other commodity electronic
products caused a sharp slowdown in exports, notably in Singapore,
impeding economic growth. As a result, corporate profit forecasts were
downgraded. Furthermore, political problems, particularly in Thailand and
Indonesia, added to a deteriorating investment environment. While we
believe that the setback in the overall region's export growth is largely
a cyclical phenomenon, and therefore temporary, the recovery may take
some time. Therefore, the Fund's weighting in the Pacific markets was
reduced, to end the period at approximately 11.5%.
EMERGING MARKETS
Performance in the emerging markets also varied widely. The Fund's
investments in Central Europe and Latin America enjoyed handsome returns,
while those in South Africa suffered from currency depreciation.
Additionally, the gains made in India in the first quarter of 1996 were
significantly reduced.
Recently, the Fund made its first investment in Russia, purchasing
Gazprom, the world's leading provider of natural gas. With ownership of a
quarter of the world's gas reserves, and rising demand from Western
Europe, we believe that Gazprom could enjoy growing profitability.
OUTLOOK
We believe that a combination of higher global economic growth, subdued
inflation, and widespread corporate restructuring supports a positive
investment environment in which the current equity bull market can
continue. Just as the US market enjoyed the rewards of a long business
expansion in the last few years, we believe international markets are now
poised to benefit from similar conditions. In particular, we favor the
outlook for Continental Europe. A cyclical economic recovery, together
with structural improvements, should allow corporate profits to grow
substantially over the next few years. We are therefore optimistic for
the Fund's investments for the next fiscal year and continue to see ample
opportunities for growth investing around the world.
12
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL GROWTH
OPPORTUNITIES FUND
PERFORMANCE COMPARISON CHART AND TABLE
The following chart compares a $10,000 hypothetical investment made in Seligman
Henderson Global Growth Opportunities Fund, with and without the maximum initial
sales charge of 4.75% for Class A shares, and with the 1% contingent deferred
sales load ("CDSL") for Class D shares, since the commencement of operations on
November 1, 1995, through October 31, 1996, to a $10,000 hypothetical investment
made in the Lipper Global Funds Average (Lipper Global Average) and the Morgan
Stanley Capital International World Index (MSCI World Index) for the same
period. The performance of Seligman Henderson Global Growth Opportunities Fund
Class B shares is not shown in the chart but is included in the table below. It
is important to keep in mind that the Average and Index do not include any fees
or sales charges.
SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND
<TABLE>
<CAPTION>
CLASS A CLASS A CLASS D LIPPER MSCI WORLD
WITH WITHOUT WITH GLOBAL MSCI WORLD
SALES CHARGE SALES CHARGE CDSL AVERAGE INDEX
------------ ------------ ---- ------- -----
<S> <C> <C> <C> <C> <C>
11/1/95 9,520.00 10,000.00 10,000.00 10,000.00 10,000.00
11/30/95 9,560.00 10,042.02 10,028.01 10,187.00 10,349.00
12/31/95 9,840.00 10,336.13 10,322.13 10,371.38 10,653.26
1/31/96 10,106.66 10,616.24 10,602.24 10,674.23 10,848.22
2/29/96 10,293.33 10,812.32 10,784.31 10,804.45 10,916.56
3/31/96 10,560.00 11,092.44 11,064.42 10,977.33 11,099.96
4/30/96 10,880.00 11,428.57 11,386.55 11,376.90 11,363.03
5/31/96 11,066.66 11,624.65 11,568.63 11,523.66 11,374.39
6/30/96 11,093.33 11,652.66 11,596.64 11,483.33 11,433.54
7/31/96 10,626.66 11,162.46 11,106.44 10,951.65 11,031.08
8/31/96 10,826.66 11,372.55 11,302.52 11,250.63 11,160.14
9/30/96 10,986.66 11,540.61 11,456.58 11,583.65 11,598.73
10/31/96 10,773.33 11,316.52 11,132.49 11,568.59 11,682.24
</TABLE>
TOTAL RETURNS*
FOR PERIODS ENDED OCTOBER 31, 1996
SINCE ONE YEAR
INCEPTION AND SINCE
4/22/96 11/1/95
------------ ------------
CLASS A
With Sales Charge n/a 7.73%
Without Sales Charge n/a 13.17
CLASS B
With 5% CDSL (5.24)% n/a
Without CDSL (0.25) n/a
CLASS D
With 1% CDSL n/a 11.33
Without CDSL n/a 12.33
LIPPER GLOBAL AVERAGE** 1.68+ 15.69++
MSCI WORLD INDEX** 2.81+ 16.82++
* Return figures reflect any change in price per share and assume the
reinvestment of dividend and capital gain distributions. Return figures for
Class A shares are calculated with and without the effect of the initial
4.75% maximum sales charge. Returns for Class B shares are calculated with
and without the effect of the maximum 5% contingent deferred sales load
("CDSL"), charged only on certain redemptions made within one year of the
date of purchase, declining to 1% in the sixth year and 0% thereafter.
Returns for Class D shares are calculated with and without the effect of the
1% CDSL, charged only on redemptions made within one year of the date of
purchase.
Performance data quoted represent changes in prices and assume that all
distributions within the periods are invested in additional shares. The
rates of return will vary and the principal value of an investment will
fluctuate. Shares, if redeemed, may be worth more or less than their
original cost. Past performance is not indicative of future investment
results.
** The Lipper Global Average and the MSCI World Index are unmanaged benchmarks
that assume reinvestment of estimated dividends and do not reflect fees and
expenses. The monthly performance of the Lipper Global Average is used in
the performance comparison chart and table. Investors may not invest
directly in an average or an index.
+ From April 30, 1996.
++ From October 31, 1995.
13
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL GROWTH
OPPORTUNITIES FUND
LARGEST PORTFOLIO CHANGES
DURING THE SIX MONTHS ENDED OCTOBER 31, 1996
SHARES
----------------------------
HOLDINGS
ADDITIONS INCREASE 10/31/96
- ------------- ----------- ------------
Accor ......................................... 16,763 16,763
Intel ......................................... 17,000 17,000
Liz Claiborne ................................. 43,000 43,000
Porsche ....................................... 2,480 2,480
SGS-Thomson
Microelectronics ........................... 51,770 51,770
Saks Holdings ................................. 50,000 50,000
Sol Melia ..................................... 77,226 77,226
Sun International Hotels ...................... 42,000 42,000
Tabacalera .................................... 48,400 48,400
Valeo ......................................... 38,460 38,460
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 26,400 shares received as a result of a 2-for-1 stock split.
SHARES
----------------------------
HOLDINGS
REDUCTIONS DECREASE 10/31/96
- -------------- ----------- ------------
Amgen .................................... 19,000 7,500
BSES (GDRs) .............................. 75,000 --
Boeing ................................... 12,000 6,900
Disney, Walt ............................. 19,700 --
Lojas Americanas (ADRs) .................. 48,000 --
LVMH (Louis Vuitton
Moet-Hennessy) ........................ 6,310 --
Nippon Television Network ................ 6,200 --
PepsiCo .................................. 31,900(1) 20,000
H.M. Sampoerna ........................... 142,000 --
STIC ..................................... 663,000 --
PERCENTAGE OF INVESTMENTS BY COUNTRY
AT OCTOBER 31, 1996
United States 26.3%
Japan 16.9
United Kingdom 10.5
Sweden 6.9
France 6.2
Germany 4.7
Hong Kong 3.7
India 2.9
Spain 2.3
Australia 2.2
Thailand 1.8
Hungary 1.7
Singapore 1.5
South Africa 1.4
Switzerland 1.4
Denmark 1.2
Netherlands 1.2
Brazil 1.0
Malaysia 1.0
Finland 0.9
Norway 0.8
Russia 0.8
South Korea 0.8
Italy 0.7
Peru 0.7
China 0.4
Indonesia 0.1
- ---------------------------------------
Total 100.0%
MAJOR PORTFOLIO HOLDINGS
AT OCTOBER 31, 1996
SECURITY VALUE
- ----------- -----------
Serm Suk ................................................ $2,956,375
Gedeon Richter .......................................... 2,862,000
SGS-Thomson Microelectronics ............................ 2,738,383
L.M. Ericsson Telefon (Series B) ........................ 2,649,288
Kyocera ................................................. 2,504,432
Secom ................................................... 2,439,491
Sanyo Shinpan Finance ................................... 2,368,407
Shimachu ................................................ 2,334,796
Microsoft ............................................... 2,320,581
Valeo ................................................... 2,303,943
14
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL SMALLER
COMPANIES FUND
IAIN C. CLARK AND
ARSEN MRAKOVCIC,
PORTFOLIO MANAGERS
[CAPTION OF GROUP PHOTO]
INTERNATIONAL TEAM: (FROM LEFT) HEATHER MANNERS, ANDREW STACK, WILLIAM GARNETT,
STEPHEN PEAK. MISSING FROM PHOTO: IAIN CLARK (PORTFOLIO MANAGER), MIRANDA
RICHARDS
US TEAM: (FROM LEFT) LARRY ROSSO, STORM BOSWICK, CAROLYN ROGERS, GUS SCACCO, TED
HILLENMEYER, (SEATED) ARSEN MRAKOVCIC (PORTFOLIO MANAGER), PAUL WICK, BRUCE
ZIRMAN. MISSING FROM PHOTO:PAUL KRIEGER
[PHOTO]
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND, WHICH COMMENCED INVESTMENT
OPERATIONS ON SEPTEMBER 9, 1992, SEEKS LONG-TERM CAPITAL APPRECIATION BY
INVESTING IN SMALLER-COMPANY STOCKS IN THE US AND AROUND THE WORLD.
Overall, with most regions experiencing a rally in the first half of 1996
and then a sharp correction in July, smaller companies around the world
had a turbulent 12 months. Performance worldwide was less consistent
following July. While smaller companies in Hong Kong and Malaysia reached
new highs, they were still below their July levels elsewhere.
UNITED STATES
In the US, the initial public offering market that supported
smaller-company performance earlier in the year began to taper off in
May. It slowed dramatically in July and the US smaller-company market
fell more than 7%. Earlier this year we reduced our weighting in the US
to 31.1%, from a weighting of approximately 37% in November 1995. This
reduction limited the impact of the July drop on the Fund's performance.
We also took the decline of smaller-company stocks as a buying
opportunity, using available cash to purchase companies such as Watson
Pharmaceuticals, a manufacturer of off-patent drugs, Maxim Integrated
Products, a manufacturer of integrated circuits, and Drilex
International, a provider of precision drilling products, which were very
attractive following the setback.
Within three months of the July correction, larger-company indices marked
new highs due to changing perceptions of economic growth and the future
direction of interest rates. Smaller companies, however, did not match
the surge of larger companies. The smaller-company indices remained below
their previous highs despite evidence of better earnings growth and more
reasonable valuation levels. However, current US smaller-company
valuations could provide support for stronger future performance.
UNITED KINGDOM
The last six months were much stronger for the UK than the November 1995
to April 1996 period. In US Dollar terms, the UK was the best performing
market for the six months ended October 31. However, in absolute terms,
smaller-company indices were still short of the levels previous to the
July setback, and smaller companies underperformed larger companies.
Nonetheless, there is little doubt that the economic background in the UK
has improved. This year was marked by the end of the property slump,
falling unemployment, and strong consumer spending. Indeed, interest
rates were raised in order to dampen strong consumption. In addition,
Sterling strengthened over the period, climbing almost 9% against the US
Dollar since May.
Throughout the period, the Fund's overall UK weighting remained unchanged
at approximately 15%. However, we shifted the portfolio to increase the
Fund's exposure to the outsourcing/technology sectors, with the purchase
of CRT Group, a provider of training and recruitment services, and Kewill
Systems, a computer systems and services company. Four biotechnology
stocks were also added: Chiroscience Group; Peptide Therapeutics; Shire
Pharmaceuticals; and Vanguard Medica Group.
CONTINENTAL EUROPE
Overall, Continental European markets also showed improved performance.
In US Dollar terms, Continental European smaller companies rose almost 6%
in the six months prior to July. Thereafter, the pattern of performance
matched global trends -- an equity market setback in July followed by
underperformance compared to larger companies. As the summer progressed
and clearer evidence of economic recovery emerged, particularly from June
onwards,
15
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL SMALLER
COMPANIES FUND
Continental European governments shifted their attention to fiscal policy
and meeting the Maastricht criteria for entry into the European Monetary
Union by 1999.
Continental Europe remains our favored area for the longer term. We
anticipate that economic growth should strengthen in the coming months
and consumer spending should continue to improve. In light of this
forecast, our exposure to Continental Europe was slightly increased in
June, and at this time the portfolio's weighting stands at 27.5%.
Existing holdings were added to, and new stocks were purchased: Rauma
Group (Finland), a manufacturer of forestry-related machinery; Assystem
(France), an industrial consultant; La Doria (Italy), a food producer;
L'Europeenne d'Extincteurs (France), a distributor of fire extinguishers;
and Hucke (Germany), a manufacturer of textiles and clothing.
JAPAN
Japan seemed to hold great promise at April 30, but failed to meet our
expectations and reward our increased weighting. The poor market
performance was due to the slow pace of economic recovery in the second
quarter of 1996, moribund consumer spending, and the recent Tankan Survey
-- a measure of business confidence -- that suggested a slowdown in
manufacturing. The weakness of the Yen, which benefits larger exporters
more than domestically-oriented smaller companies, also contributed to
the disappointing performance of smaller companies.
Despite recent underperformance, we still like this region for its
long-term potential. Historically, smaller-company stocks have
outperformed as the economy recovered. Though economic growth has taken
longer and has been more tentative than initially anticipated, we do not
doubt that the recovery will come, and that smaller companies should
benefit when it does. The Fund's Japanese weighting is focused on
cyclical stocks such as Namura Shipbuilding, a shipbuilder, Tsubakimoto
Nakishima, a manufacturer of ball bearings, and Sanyo Special Steel, a
steel manufacturer.
PACIFIC
After delivering strong market performance up to April 30, 1996, smaller
companies in the Pacific were weak in the past six months due to
collapsing markets in Thailand, South Korea, and Indonesia. It became
clear that growth in the Pacific region was slowing, albeit from high
levels, partly as a result of a decrease in exports. This raised concerns
about currencies and the balance of payments. The Fund's weighting in the
Pacific was decreased in the period to 7.3%, though exposure in Malaysia
was increased with the purchases of Southern Bank, a commercial bank, and
Sime UEP Properties, a property company, and in Hong Kong with the
purchases of Mandarin Oriental, a manager of hotels, and Guangnan
Holdings, a food distributor.
OUTLOOK
Going forward, it is anticipated that the global economy will experience
the strongest growth seen in a decade, and that any resulting increase in
inflation or interest rates is likely to be muted. Such an environment
should provide a constructive backdrop for the performance of smaller
companies around the world.
We believe Continental Europe offers strong potential for the coming
year, and we will maintain our weighting there. Japanese smaller
companies will require firm evidence of the economic recovery taking hold
in order to perform well, but there are strong possibilities for 1997.
Elsewhere, select smaller companies in the US and UK offer attractive
opportunities, with strong long-term prospects.
16
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN
HENDERSON
GLOBAL SMALLER
COMPANIES
FUND
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 on September 9, 1992, through October 31, 1996, to a $10,000
hypothetical investment made in the Lipper Global Small Company Funds Average
(Lipper GSC Average) and the Morgan Stanley Capital International World Index
(MSCI World Index) for the same period. The performances of Seligman Henderson
Global Smaller Companies Fund Class B and Class D shares are not shown in the
chart, but are included in the table below. It is important to keep in mind that
the Average and Index do not include any fees or sales charges.
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
CLASS A CLASS A LIPPER
WITH WITHOUT GSC MSCI WORLD
SALES CHARGE SALES CHARGE AVERAGE INDEX
------------ ------------ ------- -----
8/31/92 9,520.00 10,000.00 10,000.00 10,000.00
10/31/92 9,533.33 10,014.00 10,080.67 9,644.00
10,527.99 11,058.82 11,016.17 9,934.28
11,342.97 11,914.89 11,574.32 11,263.49
12,224.76 12,841.14 12,258.93 11,667.85
10/31/93 13,333.67 14,005.96 13,839.31 12,313.08
15,149.91 15,913.78 14,979.59 12,995.23
14,894.50 15,645.49 14,210.16 12,659.95
14,262.69 14,981.83 13,814.77 12,904.29
10/31/94 16,037.13 16,845.73 14,590.18 13,318.52
14,756.97 15,501.03 13,353.59 12,677.90
16,461.30 17,291.29 14,182.38 13,960.90
18,567.46 19,503.65 15,926.70 14,788.78
10/31/95 19,260.27 20,231.39 15,830.86 14,654.20
19,921.84 20,926.32 16,567.49 15,896.88
22,540.40 23,676.90 18,455.92 16,650.39
21,930.39 23,036.14 17,539.05 16,165.86
10/31/96 22,525.52 23,661.28 18,238.36 17,119.65
TOTAL RETURNS*
FOR PERIODS ENDED OCTOBER 31, 1996
<TABLE>
<CAPTION>
AVERAGE ANNUAL
--------------------------------------------------
SINCE SINCE
INCEPTION ONE INCEPTION SINCE
4/22/96 YEAR 5/3/93 9/9/92
------------ -------- ------------ ------------
CLASS A
<S> <C> <C> <C> <C>
With Sales Charge n/a 11.42% n/a 21.64%
Without Sales Charge n/a 16.95 n/a 23.09
CLASS B
With 5% CDSL (3.06)% n/a n/a n/a
Without CDSL 1.94 n/a n/a n/a
CLASS D
With 1% CDSL n/a 15.14 n/a n/a
Without CDSL n/a 16.14 20.63% n/a
LIPPER GSC AVERAGE** (1.18)+ 15.21 13.85++ 15.50+++
MSCI WORLD INDEX** 2.81+ 16.82 12.69++ 13.77+++
</TABLE>
* Return figures reflect any change in price per share and assume the
reinvestment of dividend and capital gain distributions. Return figures for
Class A shares are calculated with and without the effect of the initial
4.75% maximum sales charge. Returns for Class B shares are calculated with
and without the effect of the maximum 5% contingent deferred sales load
("CDSL"), charged only on certain redemptions made within one year of the
date of purchase, declining to 1% in the sixth year and 0% thereafter.
Returns for Class D shares are calculated with and without the effect of
the 1% CDSL, charged only on redemptions made within one year of the date
of purchase. Performance data quoted represent changes in prices and assume
that all distributions within the periods are invested in additional
shares. The rates of return will vary and the principal value of an
investment will fluctuate. Shares, if redeemed, may be worth more or less
than their original cost. Past performance is not indicative of future
investment results.
** The Lipper GSC Average and the MSCI World Index are unmanaged benchmarks
that assume reinvestment of estimated dividends and do not reflect fees and
expenses. The monthly performance of the Lipper GSC Average is used in the
performance comparison chart and table. Investors may not invest directly
in an average or an index.
+ From April 30, 1996.
++ From April 30, 1993.
+++ From August 31, 1992.
17
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL SMALLER
COMPANIES FUND
LARGEST PORTFOLIO CHANGES
DURING THE SIX MONTHS ENDED OCTOBER 31, 1996
SHARES
---------------------------
HOLDINGS
ADDITIONS INCREASE 10/31/96
- ------------- ----------- ------------
AmeriSource Health (Class A) .............. 150,000 150,000
Assystem .................................. 78,780 78,780
Berg Electronics .......................... 300,000 350,000
CalEnergy ................................. 275,000 425,000
L'Europeenne d'Extincteurs ................ 131,660 131,660
Memtec (ADRs) ............................. 150,000 150,000
Rauma Group ............................... 431,500 431,500
Roosevelt Financial Group ................. 300,000 360,000
Universal Outdoor Holdings ................ 255,000 255,000
Waters .................................... 244,000 244,000
Largest portfolio changes from the previous period to the current period are
based on cost of purchases and proceeds from sales of securities.
(1) Includes 10,000 shares received as a result of a 3-for-2 stock split.
SHARES
---------------------------
HOLDINGS
REDUCTIONS DECREASE 10/31/96
- -------------- ----------- ------------
Anchor Gaming ............................. 39,000 --
Applied Extrusion
Technologies ........................... 200,000 --
Chesapeake Energy ......................... 40,000(1) --
D'Ieteren Trading ......................... 30,815 --
Hoganas (Series B) ........................ 95,900 --
Marieberg Tidnings (Series A) ............. 82,700 --
Oakley .................................... 86,000 --
Outdoor Systems ........................... 59,700 --
StrataCom ................................. 55,000 --
Sumitomo Sitix ............................ 85,000 --
PERCENTAGE OF INVESTMENTS BY COUNTRY
AT OCTOBER 31, 1996
United States 31.1%
Japan 18.4
United Kingdom 14.8
France 5.0
Sweden 4.8
Germany 4.7
Finland 4.2
Hong Kong 2.1
Netherlands 1.9
Switzerland 1.8
Australia 1.7
Norway 1.7
Denmark 1.6
Malaysia 1.5
Austria 0.9
Italy 0.9
Singapore 0.9
Canada 0.5
Indonesia 0.5
India 0.2
South Korea 0.2
Taiwan 0.2
Thailand 0.2
Argentina 0.1
Brazil 0.1
- ---------------------------------------
Total 100.0%
MAJOR PORTFOLIO HOLDINGS
AT OCTOBER 31, 1996
SECURITY VALUE
- ----------- ------------
CalEnergy .............................................. $12,325,000
Berg Electronics ....................................... 9,887,500
Rauma Group ............................................ 7,882,233
L'Europeenne d'Extincteurs ............................. 7,737,977
Waters ................................................. 7,564,000
Universal Outdoor Holdings ............................. 7,442,813
Dendrite International ................................. 7,321,875
Assystem ............................................... 6,799,004
EKORNES ................................................ 6,562,089
Moebel Walther ......................................... 6,477,509
18
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL TECHNOLOGY FUND
BRIAN ASHFORD-RUSSELL
AND PAUL H. WICK,
PORTFOLIO MANAGERS
[CAPTION GROUP PHOTO]
INTERNATIONAL TEAM: (FROM LEFT) TIM WOOLEY, EMMA PARKINSON, NICKI BARKER, BRIAN
ASHFORD-RUSSELL (PORTFOLIO MANAGER)
[PHOTO]
US TEAM: (FROM LEFT) LARRY ROSSO, STORM BOSWICK, CAROLYN ROGERS, GUS SCACCO, TED
HILLENMEYER, (SEATED) ARSEN MRAKOVCIC, PAUL WICK (PORTFOLIO MANAGER), BRUCE
ZIRMAN. MISSING FROM PHOTO:PAUL KRIEGER
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 THAT OPERATE IN THE TECHNOLOGY AND TECHNOLOGY-RELATED
INDUSTRIES.
In the last 12 months, modest economic growth and subdued inflationary
pressures provided a healthy backdrop for the equity markets worldwide.
Though Japan and a few countries in the Pacific were notable exceptions,
equity share prices generally increased. The global technology market, on
the other hand, gave its investors quite an exciting ride. Volatility was
most pronounced in the US, where the first half of 1996 brought a
significant inventory correction in the personal computer (PC) and
components markets.
WORLDWIDE TECHNOLOGY MARKETS
Indeed, US technology shares suffered a dramatic correction in July, and,
at their lows, had fallen more than 20% in little more than six weeks'
time. More important, individual shares fell far more dramatically, none
so much as the many initial public offerings that came to market in late
Spring. In Asia, technology shares also suffered from the sharp falls in
component prices that accompanied the liquidation of surplus inventory.
European shares, however, provided a stabilizing influence in the global
technology market, and, although returns in the period were decidedly
mixed, individual companies performed well.
Since July, there has been a recovery in the technology market. In
October, the conditions that had undermined technology stocks seemed to
have finally ended. The inventory correction that adversely affected the
technology market for much of the last 12 months, though painful while it
lasted, seemed to have drawn to a close. PC demand appeared to be
stronger going into the fourth quarter, and was particularly robust
within the corporate market. Consequently, at October 31, technology
shares around the world looked far healthier than they had for quite some
time.
INVESTMENT STRATEGY
With regard to country and industry allocation, the Fund's weighting in
the US was increased in August to almost 57%, and the industry mix was
changed significantly from a year ago. Early in 1996, we de-emphasized
the portfolio's exposure to semiconductors, which was a large portion of
the Fund's US assets in 1995, in view of the deteriorating supply and
demand conditions. These assets were redeployed into
networking/communications, with purchases of Cisco Systems, 3Com, U.S.
Robotics, and Cabletron Systems. The networking/communications industry
remains extremely buoyant as the leading companies continue to deliver
exceptional earnings growth. Outside the US, a significant weighting in
the outsourcing industry was maintained, which improved the performance
of the Fund. In Europe, the combination of rapid changes in technology,
the approaching new millennium, and the shift to a common currency is
generating a tremendous increase in orders for information technology
consultancy companies. More recently, we increased our exposure to
companies that should benefit from the strength of PC demand in
anticipation of strong earnings in the fourth quarter of 1996.
OUTLOOK
Following 12 difficult months, the technology sector's valuations now
look far more attractive. Earnings growth has been strong, and
consequently price-to-earnings ratios have come down sharply. It is
expected that strong earnings growth will continue into 1997, and we
believe that technology stocks will provide stronger earnings than the
equity markets in general.
19
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN
HENDERSON
GLOBAL
TECHNOLOGY
FUND
PERFORMANCE COMPARISON CHART AND TABLE
The following chart compares a $10,000 hypothetical investment made in Seligman
Henderson Global Technology Fund, with and without the maximum initial sales
charge of 4.75% for Class A shares, and without the 1% contingent deferred sales
load ("CDSL") for Class D shares, since the commencement of operations on May
23, 1994, through October 31, 1996, to a $10,000 hypothetical investment made in
the Lipper Global Funds Average (Lipper Global Average) and the Morgan Stanley
Capital International World Index (MSCI World Index) for the same period. The
performance of Seligman Henderson Global Technology Fund Class B shares is not
shown in the chart, but is included in the table below. It is important to keep
in mind that the Average and Index do not include any fees or sales charges.
SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
<TABLE>
<CAPTION>
CLASS A CLASS A CLASS D LIPPER
WITH WITHOUT WITH GLOBAL MSCI WORLD
SALES CHARGE SALES CHARGE CDSL AVERAGE INDEX
------------ ------------ ---- ------- -----
<S> <C> <C> <C> <C> <C>
5/31/94 $9,520.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00
7/31/94 $9,613.33 $10,098.04 $10,084.03 $10,086.16 $10,165.00
10/31/94 $11,160.00 $11,722.69 $11,680.67 $10,447.58 $10,491.30
1/31/95 $10,694.90 $11,234.15 $11,149.86 $9,558.11 $9,986.67
4/30/95 $13,264.37 $13,933.17 $13,820.73 $10,254.09 $10,997.32
7/31/95 $16,856.25 $17,706.14 $17,523.22 $11,224.31 $11,649.46
10/31/95 $17,555.79 $18,440.96 $18,215.67 $11,061.83 $11,543.45
1/31/96 $15,895.38 $16,696.83 $16,458.19 $11,807.65 $12,522.33
4/30/96 $17,535.27 $18,419.39 $18,119.11 $12,584.94 $13,115.89
7/31/96 $15,003.51 $15,759.99 $15,476.74 $12,114.53 $12,734.22
10/31/96 $16,269.39 $17,089.69 $16,745.08 $12,796.98 $13,485.54
</TABLE>
TOTAL RETURNS*
FOR PERIODS ENDED OCTOBER 31, 1996
<TABLE>
<CAPTION>
AVERAGE ANNUAL
---------------------------------
SINCE
INCEPTION ONE SINCE
4/22/96 YEAR 5/23/94
------------ ------ ------------
CLASS A
<S> <C> <C>
With Sales Charge n/a (11.72)% 22.04%
Without Sales Charge n/a (7.33) 24.52
CLASS B
With 5% CDSL (8.15)% n/a n/a
Without CDSL (3.31) n/a n/a
CLASS D
With 1% CDSL n/a (8.93) n/a
Without CDSL n/a (8.07) 23.48
LIPPER GLOBAL AVERAGE** 1.68+ 15.69 10.72++
MSCI WORLD INDEX** 2.81+ 16.82 13.15++
</TABLE>
* Return figures reflect any change in price per share and assume the
reinvestment of dividend and capital gain distributions. Return figures
for Class A shares are calculated with and without the effect of the
initial 4.75% maximum sales charge. Returns for Class B shares are
calculated with and without the effect of the maximum 5% contingent
deferred sales load ("CDSL"), charged only on certain redemptions made
within one year of the date of purchase, declining to 1% in the sixth year
and 0% thereafter. Returns for Class D shares are calculated with and
without the effect of the 1% CDSL, charged only on redemptions made within
one year of the date of purchase.
Performance data quoted represent changes in prices and assume that all
distributions within the periods are invested in additional shares. The
rates of return will vary and the principal value of an investment will
fluctuate. Shares, if redeemed, may be worth more or less than their
original cost. Past performance is not indicative of future investment
results.
** The Lipper Global Average and the MSCI World Index are unmanaged
benchmarks that assume reinvestment of estimated dividends and do not
reflect fees and expenses. The monthly performance of the Lipper Global
Average is used in the performance comparison chart and table. Investors
may not invest directly in an average or an index.
+ From April 30, 1996.
++ From May 31, 1994.
20
<PAGE>
- --------------------------------------------------------------------------------
SELIGMAN HENDERSON
GLOBAL TECHNOLOGY FUND
LARGEST PORTFOLIO CHANGES
DURING THE SIX MONTHS ENDED OCTOBER 31, 1996
SHARES
----------------------------
HOLDINGS
ADDITIONS INCREASE 10/31/96
- ------------- ----------- ------------
ADE ........................................ 400,000 400,000
America Online ............................. 400,000 400,000
Azlan ...................................... 640,000 640,000
C-Cube Microsystems ........................ 150,000 150,000
Cabletron Systems .......................... 130,000 130,000
Gateway 2000 ............................... 200,000 200,000
HADCO ...................................... 550,000 550,000
Intel ...................................... 80,000 200,000
Storage Technology ......................... 250,000 250,000
Structural Dynamics Research ............... 350,000 350,000
Largest portfolio changes from the previous period to the current period are
based on cost of purchases and proceeds from sales of securities.
SHARES
----------------------------
HOLDINGS
REDUCTIONS DECREASE 10/31/96
- -------------- ----------- ------------
Altera ..................................... 150,000 --
Dell Computer .............................. 150,000 --
Electronics for Imaging .................... 150,000 --
KLA Instruments ............................ 350,000 --
Lam Research ............................... 200,000 --
LSI Logic .................................. 300,000 --
Olivetti ................................... 13,000,000 --
Speedfam International ..................... 400,000 --
Tektronix .................................. 160,000 --
Unitech .................................... 462,200 --
PERCENTAGE OF INVESTMENTS BY COUNTRY
AT OCTOBER 31, 1996
United States 56.9%
United Kingdom 15.2
Japan 10.2
Netherlands 2.4
South Korea 2.1
Sweden 1.9
France 1.7
Israel 1.5
Italy 1.3
Taiwan 1.2
Canada 0.9
Germany 0.9
Singapore 0.8
Finland 0.7
Australia 0.6
Denmark 0.6
Hong Kong 0.3
Luxembourg 0.3
Belgium 0.2
Norway 0.2
Brazil 0.1
- ---------------------------------------
Total 100.0%
MAJOR PORTFOLIO HOLDINGS
AT OCTOBER 31, 1996
SECURITY VALUE
- ----------- -------------
Intel ............................................... $21,962,500
Cisco Systems ....................................... 18,543,750
HADCO ............................................... 16,671,875
Logica .............................................. 13,223,031
EMC ................................................. 13,125,000
3Com ................................................ 12,183,750
Glenayre Technologies ............................... 11,559,375
Synopsys ............................................ 11,312,500
America Online ...................................... 10,850,000
Microchip Technology ................................ 10,837,500
21
<PAGE>
- --------------------------------------------------------------------------------
INTERNATIONAL FUND
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1996
SHARES VALUE
------ -----
COMMON STOCKS 98.3%
BANKING 11.0%
BANCO DE SANTANDER (SPAIN)
Worldwide banking operation 22,284 $ 1,142,546
CS HOLDINGS (SWITZERLAND)
Banking group 11,215 1,116,635
DEUTSCHE BANK (GERMANY)
Worldwide banking operation 23,950 1,110,484
HSBC HOLDINGS (UK)
Provider of banking services 56,800 1,156,965
MALAYAN BANKING (MALAYSIA)
Provider of banking services 69,000 682,628
ROYAL BANK OF SCOTLAND (UK)
Provider of banking services 122,000 1,011,607
SIAM COMMERCIAL BANK (THAILAND)
Provider of banking services 53,300 484,678
SOCIETE GENERALE (FRANCE)
Provider of full banking and
financial services 10,303 1,108,466
SUMITOMO TRUST AND BANKING (JAPAN)
Trust bank 106,000 1,172,093
UTD OVERSEAS BANK (SINGAPORE)
Comprehensive banking
operation with substantial
interests in Malaysia 85,660 833,186
WESTPAC BANKING (AUSTRALIA)
Provider of banking services 235,400 1,341,752
-----------
11,161,040
-----------
BUILDING MATERIALS 1.5%
CARADON (UK)
Supplier of building products 242,000 951,131
GUJURAT AMBUJA CEMENT (GDSS)
(INDIA)
Cement producer 67,200 571,200
-----------
1,522,331
-----------
BUSINESS SERVICES 3.0%
CSK (JAPAN)
Information services company 46,000 1,352,348
RENTOKIL (UK)
Provider of commercial services such
as pest control and office maintenance 160,400 1,076,802
S.I.T.A. (FRANCE)
Collection, cleaning, and waste
recycling services 3,286 675,621
-----------
3,104,771
-----------
CHEMICALS 4.1%
BAYER (GERMANY)
Producer of specialty chemicals,
pharmaceuticals, and plastics 32,101 1,210,201
DSM (NETHERLANDS)
Manufacturer of commodity chemicals 8,973 857,738
SANDOZ (SWITZERLAND)
Global research-based pharmaceutical
and nutrition group 947 1,091,141
SKW TROSTBERG (GERMANY)
Conglomerate involved in
construction materials, chemicals,
and agrochemicals 23,971 702,265
TOYO INK MANUFACTURING (JAPAN)
Ink manufacturer 68,000 342,536
-----------
4,203,881
-----------
CONSTRUCTION AND
PROPERTY 4.7%
DBS LAND (SINGAPORE)
Property developer 196,000 617,849
EMPRESAS ICA SOCIEDAD
CONTROLADORA (ADRS)* (MEXICO)
Construction company 40,000 520,000
LAND AND HOUSE (THAILAND)
Residential property developer 44,700 371,434
SUN HUNG KAI PROPERTIES (HONG KONG)
Property developer 99,000 1,126,702
SWIRE PACIFIC (HONG KONG)
Conglomerate with major
interests in property
development and aviation 94,000 829,701
UNITED ENGINEERS (MALAYSIA)
Construction, principally
managing expressways 117,000 925,999
UNITED INDUSTRIAL (SINGAPORE)
Property company, mainly in
commercial rentals 523,000 434,441
-----------
4,826,126
-----------
CONSUMER PRODUCTS 2.4%
ELECTROLUX (SERIES B) (SWEDEN)
Manufacturer of appliances and
outdoor and industrial products 12,586 699,961
KAO (JAPAN)
Manufacturer of cosmetics and
personal care products 62,000 729,092
MATTHEW CLARK (UK)
Manufacturer and wholesaler of
alcoholic beverages 80,000 408,815
SANKYO (JAPAN)
Manufacturer of pachinko game
equipment 16,000 556,033
---------
2,393,901
---------
ELECTRONICS 6.7%
ALPS ELECTRIC (JAPAN)
Manufacturer of electrical equipment 66,000 816,674
PIONEER ELECTRONIC (JAPAN)
Manufacturer of audio equipment,
including laser disks 123,000 2,428,697
SAMSUNG ELECTRONICS (GDSS) (SOUTH KOREA)
Manufacturer of consumer
electronics and semiconductors 14,690 1,032,967
- ----------
See footnotes on page 42.
22
<PAGE>
- --------------------------------------------------------------------------------
INTERNATIONAL FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
SHARES VALUE
------ -----
ELECTRONICS (CONTINUED)
SAMSUNG ELECTRONICS (GDRS)*+
(SOUTH KOREA)
Manufacturer of consumer
electronics and semiconductors 4,219 $ 75,942
SAMSUNG ELECTRONICS (GDRS) (VOTING)*+
(SOUTH KOREA)
Manufacturer of consumer
electronics and semiconductors 126 4,836
SAMSUNG ELECTRONICS (GDSS) (VOTING)*+
(SOUTH KOREA)
Manufacturer of consumer
electronics and semiconductors 420 19,173
TOSHIBA (JAPAN)
Diversified manufacturer of
consumer and industrial
electronics 384,000 2,399,368
----------
6,777,657
----------
FINANCIAL SERVICES 1.2%
GUANGDONG INVESTMENTS (CHINA)
Diversified investment company
investing in China 690,000 495,260
NOMURA SECURITIES (JAPAN)
Securities firm 43,000 709,434
----------
1,204,694
----------
HEALTH AND HOUSEHOLD 3.9%
British Biotech (UK)
Biotechnology company 170,000 626,650
EGIS (HUNGARY)
Manufacturer of pharmaceutical
products 7,000 421,862
NOVO NORDISK (CLASS B) (DENMARK)
Producer and supplier of insulin and
industrial enzymes 4,520 750,716
PHARMACIA & UPJOHN (SWEDEN)
Global pharmaceutical and
biotechnology company 29,027 1,012,254
PLIVA (GDRS) (CROATIA)
Manufacturer of pharmaceutical
products 7,500 365,625
ROCHE HOLDINGS (SWITZERLAND)
European pharmaceutical
company and chemicals producer 102 769,022
----------
3,946,129
----------
INDUSTRIAL GOODS AND
SERVICES 4.7%
ABB (SWEDEN)
Manufacturer of heavy equipment
for electric power generation and
distribution 938 1,155,486
CIE GENERALE DES EAUX (FRANCE)
Water purification and distribution;
energy production 10,944 1,305,643
CITIC PACIFIC* (HONG KONG)
Holding company with interests in
Cathay Pacific Airlines, telecom-
munications, and power stations 185,000 899,603
INDUSTRIAL GOODS AND
SERVICES (CONTINUED)
SIEBE (UK)
Designer and manufacturer of
control devices and process
control technology 90,000 $1,415,637
----------
4,776,369
----------
INSURANCE 5.9%
AXA (FRANCE)
Provider of insurance and
financial services 20,534 1,280,205
ING GROEP (NETHERLANDS)
Worldwide underwriter of
reinsurance; provider of
financial and consumer credit 43,308 1,347,683
ISTITUTO NAZIONALE DELLE
ASSICURAZIONI (ITALY)
Second largest domestic insurer 794,477 1,096,693
MITSUI MARINE & FIRE (JAPAN)
Provider of non-life insurance 168,000 1,091,005
ZURICH VERSICHERUNG (SWITZERLAND)
Provider of insurance services 4,255 1,161,065
----------
5,976,651
----------
LEISURE AND HOTELS 3.2%
ACCOR (FRANCE)
Hotel operator and provider of
related services 9,115 1,142,612
GRANADA GROUP (UK)
Television group with additional
leisure interests 96,000 1,381,900
SOL MELIA (SPAIN)
Hotel manager and
franchise company 26,451 702,944
---------
3,227,456
---------
MANUFACTURING 8.0%
FKI BABCOCK (UK)
Electrical engineering company 300,000 1,025,294
HOKKAI CAN (JAPAN)
Manufacturer of cans for
the food industry 32,000 212,304
MANNESMANN (GERMANY)
Plant and machinery construction;
automotive technology 3,127 1,215,970
MICHELIN (FRANCE)
Manufacturer of all-purpose tires 19,467 936,964
PERUSAHAAN OTOMOBIL NASIONAL (MALAYSIA)
Manufacturer of automobiles 73,000 462,208
ROLLS ROYCE (UK)
Aerospace; power generation,
transmission, and distribution
systems 241,000 996,227
SMH NEUENBERG (SWITZERLAND)
Watch manufacturer of brands
including Swatch and Omega 4,741 663,665
TOKYO STEEL MANUFACTURING (JAPAN)
Producer of H beams 23,000 355,243
23
<PAGE>
- --------------------------------------------------------------------------------
INTERNATIONAL FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
SHARES VALUE
------ -----
MANUFACTURING (CONTINUED)
VOLKSWAGEN (GERMANY)
Manufacturer of economy and
luxury cars and trucks 3,078 $1,216,188
YAMAHA (JAPAN)
Manufacturer of musical instruments
and audio equipment 70,000 1,062,747
----------
8,146,810
----------
MEDIA 4.9%
ELSEVIER (NETHERLANDS)
Global printer and publisher of
professional trade journals and
magazines 69,899 1,159,535
NEWS CORP. (AUSTRALIA)
Global printer and publisher of
professional trade journals
and magazines 162,946 926,193
NIPPON TELEVISION NETWORK (JAPAN)
Japanese television broadcasters 2,630 761,650
REUTERS HOLDINGS (UK)
Holding company for the Reuters
news organization 69,000 858,488
WPP GROUP (UK)
Provider of worldwide marketing
services, including advertising,
public relations, and market research 340,000 1,261,599
----------
4,967,465
----------
METALS 3.8%
COMPANHIA VALE DO RIO DOCE (ADRS) (BRAZIL)
Producer of iron ore and gold;
transport operator 30,000 630,723
HINDALCO INDUSTRIES (GDRS)+ (INDIA)
Major aluminum producer 30,000 521,100
MITSUBISHI MATERIALS (JAPAN)
Non-ferrous smelter
and cement producer 273,000 1,212,269
SUMITOMO METAL INDUSTRIES (JAPAN)
Blast furnace and steel producer 444,000 1,219,587
TSUBAKIMOTO NAKISHIMA (JAPAN)
Manufacturer of ball bearings 32,000 314,524
----------
3,898,203
----------
PAPER AND PRINTING 0.7%
STORA KOPPARBERGS (SWEDEN)
Manufacturer of forestry products 53,937 692,545
----------
RESOURCES 4.4%
BRITISH PETROLEUM (UK)
Oil producer, refiner, and
distributor 103,000 1,108,017
BROKEN HILL PROPRIETARY (AUSTRALIA)
Resources company with interests
in steel, oil, and minerals 48,046 637,097
ELF AQUITAINE (FRANCE)
Oil and gas exploration;
manufacturer of chemical compounds 14,956 1,193,805
GAS NATURAL (SPAIN)
Producer of natural gas 3,463 605,042
RESOURCES (CONTINUED)
NIPPON OIL (JAPAN)
Oil distributor 60,000 $ 342,255
WMC (AUSTRALIA)
Mineral and petroleum producer 94,000 590,112
----------
4,476,328
----------
RESTAURANTS 0.4%
DENNY'S (JAPAN)
Restaurant operator 14,000 443,528
----------
RETAILING 6.4%
ADIDAS (GERMANY)
Sporting goods 7,427 624,118
AOYAMA TRADING (JAPAN)
Retailer of suits and clothing 14,800 377,955
CARREFOUR SUPERMARCHE (FRANCE)
Supermarket operator in Europe,
the Americas, and Taiwan 2,088 1,156,636
CENTROS COMERCIALES PRYCA (SPAIN)
Owner and operator of
hypermarkets 29,430 674,989
JOSHIN DENKI (JAPAN)
Budget electrical appliance retailer 34,000 417,727
KONINKLIJKE AHOLD (NETHERLANDS)
International retailing organization,
focusing on distributing and selling
food products 20,213 1,177,145
SM PRIME HOLDINGS (PHILIPPINES)
Operator of shopping malls 2,352,000 501,187
TESCO (UK)
Supermarket chain 249,000 1,347,407
TSUTSUMI JEWELRY (JAPAN)
Manufacturer and retailer
of jewelry 7,000 220,535
---------
6,497,699
---------
TELECOMMUNICATIONS 7.9%
GRUPO CARSO (ADRS)*+ (MEXICO)
Holding company with a substantial
stake in Telmex and a number
of industrial subsidiaries 65,000 584,675
L.M. ERICSSON TELEFON (SERIES B) (SWEDEN)
Manufacturer of telecommunications
equipment 46,462 1,256,674
NIPPON TELEGRAPH & TELEPHONE (JAPAN)
Telecommunications company 343 2,393,023
SPT TELECOM (CZECH REPUBLIC)
Provider of telecommunications
services 3,500 373,591
STET SOCIETA' FINANZARIA TELEFONICA (ITALY)
Holding company for a number of
telecommunications businesses 461,410 1,228,254
TELEBRAS (ADRS) (BRAZIL)
Provider of telecommunications
services 9,686 716,511
TELEFONICA DEL PERU (ADRS) (PERU)
Provider of telecommunications
services 33,500 690,938
- ----------
See footnotes on page 42.
24
<PAGE>
- --------------------------------------------------------------------------------
INTERNATIONAL FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
SHARES VALUE
------ -----
TELECOMMUNICATIONS (CONTINUED)
TELEKOMMUNIKASI (Indonesia)
Domestic telecommunications
monopoly 16,000 $ 23,956
TELEKOMMUNIKASI (ADRS) (INDONESIA)
Domestic telecommunications
monopoly 27,000 810,000
------------
8,077,622
------------
TOBACCO 1.1%
B.A.T. INDUSTRIES (UK)
Manufacturer of tobacco products;
financial services company 168,000 1,170,202
------------
TRANSPORTATION 4.7%
BAA (UK)
One of the world's largest owners
and operators of airports, including
Heathrow and Gatwick 116,000 939,201
EAST JAPAN RAILWAY (JAPAN)
Provider of railway services 339 1,555,919
LUFTHANSA (GERMANY)
Airline services worldwide;
operator of Penta hotels 82,380 1,075,053
MITSUI O.S.K. LINES (JAPAN)
Shipping company 435,000 1,213,954
------------
4,784,127
------------
UTILITIES 2.5%
IBERDROLA (SPAIN)
Provider of electric utility services 127,375 $ 1,351,023
VEBA (GERMANY)
Provider of electric energy 21,989 1,171,442
------------
2,522,465
------------
MISCELLANEOUS 1.2%
TAIWAN AMERICAN FUND (TAIWAN)
Fund investing in Taiwan25,500 332,520
TAIWAN FUND (TAIWAN)
Mainstream closed-end fund 90,000 877,500
------------
1,210,020
------------
TOTAL INVESTMENTS 98.3%
(Cost $94,249,303) 100,008,020
OTHER ASSETS LESS LIABILITIES 1.7% 1,749,985
------------
NET ASSETS 100.0% $101,758,005
============
- ----------
See footnotes on page 42.
25
<PAGE>
- --------------------------------------------------------------------------------
EMERGING MARKETS GROWTH FUND
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1996
SHARES VALUE
------ -----
COMMON STOCKS 91.7%
AUTOMOTIVE MANUFACTURING 3.3%
QINGLING MOTORS*(CHINA)
Manufacturer of lightweight trucks 1,800,000 $ 756,567
TATA ENGINEERING AND LOCOMOTIVE
(GDRS) (INDIA)
Manufacturer of commercial
automotive vehicles 53,000 715,500
---------
1 ,472,067
---------
CONSTRUCTION AND PROPERTY 3.9%
CITIC PACIFIC (CHINA)
Holding company with interests in
Cathay Pacific Airlines, telecom-
munications, and power stations 147,000 714,820
GRUPO ARA (MEXICO)
Provider of construction and
engineering services 137,000 292,049
GRUPO TRIBASA (ADRS) (MEXICO)
Provider of construction and
engineering services 61,300 283,512
IJM (MALAYSIA)
Provider of construction
and property services 200,000 435,299
---------
1 ,725,680
---------
CONSUMER GOODS AND SERVICES 7.2%
COMPANHIA CERVEJARA BRAHMA (BRAZIL)
Producer of beer and
other beverages 59,500 766,063
HELLENIC BOTTLING (GREECE)
Producer of Coca-Cola and
other beverages 17,600 565,764
PANAMERICAN BEVERAGES (ADRS) (MEXICO)
Producer of Coca-Cola and
other beverages 13,600 593,300
SAN MIGUEL (CLASS B) (PHILIPPINES)
Producer of beer and
other beverages 176,000 636,225
SOUTH AFRICAN BREWERIES (SOUTH AFRICA)
Producer of beer and
other beverages 23,100 600,064
---------
3,161,416
---------
DRUGS AND HEALTH CARE 6.0%
EGIS (HUNGARY)
Manufacturer of pharmaceutical
products 13,000 783,459
GEDEON RICHTER (GDRS) (HUNGARY)
Manufacturer of pharmaceuticals;
cosmetics; and pesticides 16,000 864,000
PLIVA (GDRS) (CROATIA)
Manufacturer of pharmaceutical
products 20,000 975,000
---------
2,622,459
---------
ELECTRIC UTILITIES 6.9%
BSES (GDRS)*+ (INDIA)
Provider of electrical utility services 31,000 589,000
ELECTRIC UTILITIES (CONTINUED)
CEMIG (ADRS) (BRAZIL)
Provider of electrical utility services 32,600 $1,034,111
COMPANHIA ENERGETICA DE SAO PAULO
(ADRS) (BRAZIL)
Provider of electrical utility services 38,700 392,124
ELECTRICITY GENERATING PUBLIC COMPANY
(THAILAND)
Provider of electrical utility services 150,000 435,072
HUANENG POWER INTERNATIONAL (ADRS)*
(CHINA)
Developer and manufacturer of
coal-fired power plants 18,000 274,500
KOREA ELECTRIC POWER (ADRS) (SOUTH KOREA)
Provider of electrical utility services 17,000 306,000
---------
3,030,807
---------
FINANCIAL SERVICES 13.8%
BANGKOK BANK (THAILAND)
Provider of banking services 55,000 586,368
BANK INTERNASIONAL (INDONESIA)
Provider of banking services 424,000 682,609
COMMERCIAL INTERNATIONAL BANK+ (EGYPT)
Provider of banking services 30,000 431,400
FINANCE ONE PUBLIC COMPANY (THAILAND)
Provider of financial services 50,200 141,669
GRUPO FINANCIERO BANAMEX ACCIVAL
(CLASS B) (MEXICO)
Provider of banking services 131,000 278,437
GUANGDONG INVESTMENTS (CHINA)
Diversified company investing
in China 940,000 674,702
KOMERCNI BANKA (GDRS) (CZECH REPUBLIC)
Provider of banking services 23,000 572,125
KOREA EXCHANGE BANK (SOUTH KOREA)
Provider of banking services 47,000 461,325
MALAYAN BANKING (MALAYSIA)
Provider of banking services 64,000 633,162
METROPOLITAN BANK & TRUST (PHILIPPINES)
Provider of banking services 25,000 551,750
STATE BANK OF INDIA (GDRS) (INDIA)
Provider of banking services 29,600 436,600
ZAGREBACKA BANKA (GDRS)*+ (CROATIA)
Provider of banking services 35,000 651,875
---------
6,102,022
---------
INDUSTRIAL GOODS AND SERVICES 4.4%
ALFA (MEXICO)
Producer of steel, chemicals, and
food products 154,300 640,819
SKODA PLZEN (CZECH REPUBLIC)
Manufacturer of engineering
equipment 19,000 603,700
UNITED ENGINEERS (MALAYSIA)
Construction, principally
managing expressways 88,000 696,478
---------
1 ,940,997
---------
- ----------
See footnotes on page 42.
26
<PAGE>
- --------------------------------------------------------------------------------
EMERGING MARKETS GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) OCTOBER 31, 1996
SHARES VALUE
------ -----
LEISURE AND HOTELS 2.5%
GRUPO TELEVISA (GDRS)* (MEXICO)
Provider of television and other
media services 19,300 $ 506,625
SHANGRI-LA ASIA (CHINA)
Developer of hotels and associated
properties 420,000 600,210
----------
1,106,835
----------
MANUFACTURING 5.0%
CROMPTON GREAVES (GDRS)+ (INDIA)
Manufacturer of power generation
equipment 130,000 560,300
FRASER & NEAVE HOLDINGS (MALAYSIA)
Manufacturer of glass bottles and
glass products 126,000 638,227
SAMSUNG ELECTRONICS (GDRS)+
(SOUTH KOREA)
Manufacturer of consumer
electronics and semiconductors 14,325 1,007,301
----------
2,205,828
----------
METALS 7.1%
CHINA STEEL (GDRS) (TAIWAN)
Producer of steel and steel products 24,500 468,440
COMPANHIA VALE DO RIO DOCE (ADRs) (Brazil)
Producer of iron ore and gold;
transport operator 39,000 819,940
HINDALCO INDUSTRIES (GDRS)+ (INDIA)
Producer of aluminum and
aluminum products 45,000 781,650
POHANG IRON & STEEL (ADRS) (SOUTH KOREA)
Producer of steel and steel
products 24,000 498,000
USINAS SIDERURGICAS DE MINAS GERAIS
(ADRS)+ (BRAZIL)
Producer of steel and steel products 51,600 537,398
----------
3,105,428
----------
RESOURCES 8.7%
ANGLO-AMERICAN CORPORATION OF SOUTH AFRICA
(SOUTH AFRICA)
Producer of a wide variety of
minerals 10,000 600,979
EXPLORATION & PRODUCTION (THAILAND)
Producer of oil and gas 43,000 616,862
GAZPROM (ADRS)*+ (RUSSIA)
Producer of natural gas 41,750 730,625
GENCOR (SOUTH AFRICA)
Holding company with interests in
gold, platinum, and coal mining 172,500 598,691
PEREZ (ADRS) (ARGENTINA)
Producer of oil and gas, and
provider of energy services 61,600 776,252
QUIMICA MINERA CHILE (ADRS) (CHILE)
Producer of fertilizer and iodine;
manufacturer of industrial chemicals 8,500 488,750
----------
3,812,159
----------
RETAILING 10.8%
BOMPRECO SUPERMERCADOS NORDE
(GDRS)* (BRAZIL)
Large retailer of food and
consumer products 19,900 $ 328,350
CIFRA (ADRS)* (MEXICO)
Retailer of food and consumer
products 364,250 464,564
DISCO (ADRS)* (ARGENTINA)
Retailer of food and consumer
products 36,000 810,000
JERONIMO MARTINS (PORTUGAL)
Retailer of food and consumer
products 7,000 636,612
MATAHARI PUTRA PRIMA RIGHTS* (INDONESIA)
Retailer of consumer products 136,000 59,116
METRO CASH & CARRY (SOUTH AFRICA)
Retailer of food and consumer
products 202,000 602,150
MIGROS TURK (TURKEY)
Retailer of food and consumer
products 725,000 729,740
SANTA ISABEL (ADRS) (CHILE)
Retailer of food and consumer
products 22,500 632,813
SM PRIME HOLDINGS (PHILIPPINES)
Developer and operator of
retail properties 2,400,000 511,416
-----------
4,774,761
-----------
TELECOMMUNICATIONS 7.3%
PORTUGAL TELECOM (PORTUGAL)
Provider of telecommunications
services 6,000 155,570
PORTUGAL TELECOM (ADRS) (PORTUGAL)
Provider of telecommunications
services 18,000 465,750
SPT TELECOM* (CZECH REPUBLIC)
Provider of telecommunications
services 4,900 523,028
TELEBRAS (ADRS) (BRAZIL)
Provider of telecommunications
services 19,700 1,457,286
TELEFONICA DEL PERU (PERU)
Provider of telecommunications
services 30,000 618,750
-----------
3,220,384
-----------
MISCELLANEOUS 4.8%
FORMOSA FUND* (TAIWAN)
Closed-end fund investing in Taiwan 90 795,420
TAIPEI FUND* (TAIWAN)
Closed-end fund investing in Taiwan 90 756,000
TAIWAN OPPORTUNITIES FUND* (TAIWAN)
Closed-end fund investing in Taiwan 53,000 557,560
-----------
2,108,980
-----------
TOTAL INVESTMENTS 91.7% 40,389,823
(Cost $41,301,272 )
OTHER ASSETS LESS LIABILITIES 8.3% 3,679,635
-----------
NET ASSETS 100.0% $44,069,458
===========
- -----------
See footnotes on page 42.
27
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL GROWTH OPPORTUNITIES FUND
PORTFOLIO OF INVESTMENTS October 31, 1996
SHARES VALUE
------ -----
COMMON STOCKS 98.1%
AEROSPACE 1.5%
BOEING (US)
Aerospace manufacturer 6,900 $ 658,088
ROLLS ROYCE (UK)
Aerospace; power generation,
transmission, and distribution
systems 450,000 1,860,175
-----------
2,518,263
-----------
AUTOMOTIVE AND RELATED 4.1%
AUTOLIV (SWEDEN)
Manufacturer and worldwide retailer
of automobile airbags and other
safety equipment 46,550 1,973,462
PORSCHE* (GERMANY)
Manufacturer of luxury sportscars 2,480 1,683,572
TATA ENGINEERING AND LOCOMOTIVE
(GDRS) (INDIA)
Manufacturer of commercial
automotive vehicles 80,000 1,080,000
VALEO (FRANCE)
Manufacturer of automotive
components 38,460 2,303,943
-----------
7,040,977
-----------
BUSINESS GOODS AND SERVICES 3.8%
FIRST DATA (US)
Information processing 20,200 1,610,950
INTERPUBLIC GROUP OF COMPANIES (US)
Global advertising through
three agencies in various countries 36,900 1,789,650
TOMRA SYSTEMS (NORWAY)
Provider of recycling systems,
mainly for beverage cans 90,000 1,273,850
WPP GROUP (UK)
Provider of worldwide marketing
services, including advertising,
public relations, and market research 500,000 1,855,293
-----------
6,529,743
-----------
COMPUTER AND
TECHNOLOGY RELATED 5.2%
ELECTRONIC DATA SYSTEMS (US)
Computer systems and services 15,000 675,000
INFORMIX* (US)
Designer, manufacturer, and supporter
of database management systems 51,300 1,138,219
MICROSOFT* (US)
Producer of microcomputer software 16,900 2,320,581
PARITY (UK)
Software and consultancy 300,000 1,628,264
STERLING COMMERCE* (US)
Developer of electronic data
interchange software 41,248 1,160,109
STERLING SOFTWARE* (US)
Computer software; management
of data processing software 25,900 841,750
COMPUTER AND
TECHNOLOGY RELATED (CONTINUED)
3COM* (US)
Supplier of adapter cards, hubs, and
routers for local area computer
networks 15,000 $ 1,015,312
-----------
8,779,235
-----------
CONSUMER GOODS AND
SERVICES 13.4%
ADIDAS (GERMANY)
Manufacturer of sporting goods 27,080 2,275,630
APCOA PARKING* (GERMANY)
Operator of parking garages
throughout Europe 11,000 1,109,244
ASSA ABLOY (SERIES B) (SWEDEN)
Developer, manufacturer, and
marketer of mechanical locks for
doors and windows 120,000 1,841,651
COCA-COLA AMATIL (AUSTRALIA)
Manufacturer and marketer of
Coca-Cola products for Australia,
the Pacific, and Eastern Europe 156,000 2,142,680
GUANGNAN HOLDINGS (HONG KONG)
Distributor of live and fresh
food products 1,250,000 848,712
LIZ CLAIBORNE (US)
Designer and distributor of
women's apparel 43,000 1,816,750
MODERN PHOTO FILM (INDONESIA)
Producer and distributor of Fuji
photo film and other photographic
materials 84,000 224,037
OAKLEY* (US)
Manufacturer of designer sunglasses
and goggles 88,800 1,320,900
PEPSICO (US)
Soft drinks, snack foods, and
restaurants 20,000 592,500
PROCTER & GAMBLE (US)
Manufacturer of household products 17,800 1,762,200
PUMA* (GERMANY)
Manufacturer and marketer of footwear
and other sporting goods 21,340 629,405
RAISION TEHTAAT (FINLAND)
Processor and marketer of
agricultural products 24,000 1,431,433
SERM SUK (THAILAND)
Manufacturer and distributor of
Pepsi-Cola drinks under franchise 96,700 2,956,375
SMH NEUENBERG (SWITZERLAND)
Watch manufacturer of brands
including Swatch and Omega 13,000 1,819,795
SOUTH AFRICAN BREWERIES (SOUTH AFRICA)
Investor in the beverage, retail, and
hotel industries 39,149 1,016,965
WANT WANT HOLDINGS* (SINGAPORE)
Manufacturer of rice crackers 418,000 1,028,280
-----------
22,816,557
-----------
- ----------
See footnotes on page 42.
28
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL GROWTH OPPORTUNITIES FUND
PORTFOLIO OF INVESTMENTS October 31, 1996
SHARES VALUE
------ -----
DISTRIBUTORS 1.2%
RYOYO ELECTRO (Japan)
Distributor of electronic goods 118,000 $ 2,091,795
-----------
DIVERSIFIED 1.2%
CITIC PACIFIC* (HONG KONG)
Holding company with interests
in Cathay Pacific Airlines,
telecommunications, and
power stations 432,000 2,100,694
-----------
DRUGS AND HEALTH CARE 9.4%
AMGEN* (US)
Biotechnology company 7,500 459,844
ARTERIAL VASCULAR ENGINEERING* (US)
Manufacturer of coronary
care equipment 54,000 833,625
BRITISH BIOTECH* (UK)
Biotechnology company 300,000 1,105,852
COLUMBIA/HCA HEALTHCARE (US)
Provider of medical services in
several specialty hospitals 43,650 1,560,487
GEDEON RICHTER (HUNGARY)
Manufacturer of pharmaceuticals;
cosmetics; and pesticides 53,000 2,862,000
GUIDANT (US)
Health care products, cardiac rhythm
management, and catheters 38,000 1,752,750
HOGY MEDICAL (JAPAN)
Largest producer of disposable
surgical gowns and medical supplies 34,600 1,563,756
PFIZER (US)
Ethical drugs; hospital products; and
specialty chemicals 22,200 1,837,050
PHARMACIA & UPJOHN (SWEDEN)
Global pharmaceutical and
biotechnology company 50,600 1,764,566
ROUSSEL UCLAF (FRANCE)
Pharmaceutical, chemical, and
agroveterinary products 4,435 1,171,652
UNITED HEALTHCARE (US)
Owner and manager of HMO and
specialty managed care centers 27,900 1,056,713
-----------
15,968,295
-----------
ELECTRIC AND GAS UTILITIES 1.2%
GAZPROM (ADRS)*+ (RUSSIA)
Producer of natural gas 75,000 1,312,500
HUANENG POWER INTERNATIONAL* (CHINA)
Developer and manufacturer of
coal-fired power plants 45,000 686,250
-----------
1,998,750
-----------
ELECTRONICS 8.2%
ADAPTEC* (US)
Manufacturer of computer
data-flow systems 10,000 608,125
ELECTRONICS (CONTINUED)
DAITEC (JAPAN)
Developer of point-of-sale systems
for Nippon Oil Company 20,900 $ 1,219,702
INTEL (US)
Microprocessors and FLASH
memory circuits 17,000 1,866,813
KEYENCE (JAPAN)
Manufacturer of detection devices
and measuring control equipment 19,500 2,258,885
KYOCERA (JAPAN)
Supplier of semiconductor packaging,
capacitors, and cellular components 38,000 2,504,432
NIHON DEMPA KOGYO (JAPAN)
Manufacturer of quartz electronic
parts in Malaysia and China 65,000 1,357,613
SAMSUNG ELECTRONICS (GDRS)+ (SOUTH KOREA)
Manufacturer of consumer
electronics and semiconductors 4,700 330,493
SAMSUNG ELECTRONICS (GDRS)* (SOUTH KOREA)
Manufacturer of consumer
electronics and semiconductors 23,270 1,062,276
SGS-THOMSON MICROELECTRONICS* (FRANCE)
Manufacturer of semiconductor
integrated circuits 51,770 2,738,383
-----------
13,946,722
-----------
ENTERTAINMENT AND LEISURE 10.7%
ACCOR (FRANCE)
Hotel operator and provider
of related services 16,763 2,101,328
CAPITAL RADIO (UK)
Radio broadcasting company 125,000 1,187,021
GRANADA GROUP (UK)
Television group with additional
leisure interests including hotels 128,800 1,854,050
HIS (JAPAN)
Travel agency specializing in
overseas and package tours 34,100 1,807,495
INDIAN HOTELS (GDRS)* (INDIA)
Owner, operator, and manager of
luxury hotels 70,000 1,636,250
INTERNATIONAL GAME TECHNOLOGY (US)
Designer and manufacturer of
video games 60,000 1,267,500
SABRE GROUP HOLDINGS* (US)
Travel reservations system provider 51,200 1,561,600
SOL MELIA* (SPAIN)
Hotel manager and franchise
company 77,226 2,052,307
SUN INTERNATIONAL HOTELS* (US)
Operator of resort and
casino hotels 42,000 1,984,500
TELEVISION BROADCASTING (HONG KONG)
Television broadcasting,
production, and licensing group 444,000 1,556,122
VIACOM (CLASS B) (US)
Diversified entertainment
communications company 39,300 1,282,163
-----------
18,290,336
-----------
- ----------
See footnotes on page 42.
29
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL GROWTH OPPORTUNITIES FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
FINANCIAL SERVICES 7.2%
AMERICAN INTERNATIONAL GROUP (US)
Commercial and industrial insurer 16,500 $ 1,792,313
DONALDSON, LUFKIN & JENRETTE (US)
Investment and merchant bank 48,100 1,545,213
MALAYSIA ASSURANCE (MALAYSIA)
Provider of life and general
insurance 33,000 161,931
MANHATTAN CARD (HONG KONG)
Operator of credit card business 3,530,000 1,746,214
MBNA (US)
Issuers of credit cards; deposit,
loan, and transaction processing 60,100 2,268,775
MEDIOLANUM* (ITALY)
Life insurer; provider of a wide
range of financial services 124,000 1,228,414
SANYO SHINPAN FINANCE (JAPAN)
Consumer finance company 39,000 2,368,407
STATE BANK OF INDIA (GDRS)* (INDIA)
Provider of banking services 73,800 1,088,550
-----------
12,199,817
-----------
INDUSTRIAL GOODS AND
SERVICES 1.2%
ABB (SWEDEN)
Manufacturer of heavy equipment
for electric power generation and
distribution 1,626 2,003,006
-----------
MANUFACTURING AND
INDUSTRIAL EQUIPMENT 4.5%
ASAHI DIAMOND INDUSTRIES (JAPAN)
Manufacturer of
diamond-tipped tools 200,000 2,071,084
DOMNICK HUNTER GROUP (UK)
Manufacturer of filtration,
purification, and separation
products 200,000 1,298,705
KALMAR INDUSTRIES (SWEDEN)
Manufacturer of forklifts and
special lift trucks 83,600 1,295,721
LARSEN & TOUBRO (GDRS) (INDIA)
Producer of engineering
equipment 76,000 1,102,000
SIEBE (UK)
Designer and manufacturer of
control devices and process
control technology 115,000 1,808,870
-----------
7,576,380
-----------
PAPER AND PACKAGING 0.3%
BOBST (SWITZERLAND)
Manufacturer of machinery for the
paper and package industries 410 529,314
-----------
PUBLISHING 2.1%
ELSEVIER (NETHERLANDS)
Global printer and publisher of
professional trade journals and
magazines 122,250 $ 2,027,971
SINGAPORE PRESS HOLDING (SINGAPORE)
Newspaper publisher, printer, and
distributor 93,000 1,545,048
-----------
3,573,019
-----------
RESOURCES 1.6%
GENCOR (SOUTH AFRICA)
Holding company with interests in
gold, platinum, and coal mining 367,000 1,273,736
WMC (AUSTRALIA)
Mineral and petroleum producer 232,500 1,459,585
-----------
2,733,321
-----------
RESTAURANTS 1.2%
PIZZA EXPRESS (UK)
Restaurant operator in the UK 245,000 2,055,429
-----------
RETAIL TRADE 5.8%
HOME DEPOT (US)
Retailer of home improvement
products and building materials 33,800 1,850,550
JOSHIN DENKI (JAPAN)
Budget electrical appliance retailer 178,000 2,186,924
SAKS HOLDINGS* (US)
Worldwide fashion retailer 50,000 1,750,000
SHIMACHU (JAPAN)
Furniture retailer 85,000 2,334,796
TSUTSUMI JEWELRY (JAPAN)
Manufacturer and retailer of jewelry 56,000 1,764,283
-----------
9,886,553
-----------
SUPPORT SERVICES 4.3%
CRT GROUP (UK)
Provider of training and recruitment
services; publisher of multimedia
products 250,000 1,055,808
RENTOKIL (UK)
Provider of commercial services
such as pest control and office
maintenance 265,000 1,779,006
SECOM (JAPAN)
Security services pioneer 41,000 2,439,491
S.I.T.A. (FRANCE)
Collection, cleaning, and waste
recycling services 9,800 2,014,937
-----------
7,289,242
-----------
- ----------
See footnotes on page 42.
30
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL GROWTH OPPORTUNITIES FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
TELECOMMUNICATIONS 5.7%
DDI (JAPAN)
Long distance and mobile
telecommunications services 295 $ 2,213,471
L.M. ERICSSON TELEFON (SERIES B) (SWEDEN)
Global telecommunications
equipment and systems, wired
and mobile 97,950 2,649,288
TELEBRAS (ADRS) (BRAZIL)
Provider of telecommunications
services 22,000 1,627,426
TELEFONICA DEL PERU (PERU)
Provider of telecommunications
services 60,000 1,237,500
WORLDCOM* (US)
Provider of interstate long distance
telecommunications services 81,200 1,984,325
-----------
9,712,010
-----------
TOBACCO 1.0%
TABACALERA (SPAIN)
Manufacturer and marketer of
tobacco products 48,400 $ 1,769,299
-----------
TRANSPORTATION 3.3%
KOBENHAVNS LUFTHAVNE (DENMARK)
Operator of Copenhagen airport 20,100 2,086,475
LUFTHANSA (GERMANY)
Airline services worldwide;
operator of Penta hotels 164,000 2,140,188
METACORP (MALAYSIA)
Constructor and operator
of toll roads 470,000 1,432,133
-----------
5,658,796
-----------
TOTAL INVESTMENTS 98.1%
(Cost $152,918,544) 167,067,553
OTHER ASSETS LESS LIABILITIES 1.9% 3,239,011
-----------
NET ASSETS 100.0% $170,306,564
===========
- ----------
See footnotes on page 42.
31
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS October 31, 1996
SHARES VALUE
------ -----
COMMON STOCKS 96.2%
ADVERTISING 2.0%
ASATSU (JAPAN)
Advertising agency 99,100 $ 3,661,351
HERITAGE MEDIA (CLASS A)* (US)
Broadcasting and in-store advertising 110,000 1,677,500
KATZ MEDIA GROUP* (US)
Advertising broker 90,000 753,750
SNYDER COMMUNICATIONS (US)
Provider of marketing services 50,700 988,650
UNIVERSAL OUTDOOR HOLDINGS* (US)
Outdoor advertising such as billboards 255,000 7,442,813
-----------
14,524,064
-----------
AUTOMOTIVE PARTS
MANUFACTURING 3.1%
DURA AUTOMOTIVE SYSTEMS (CLASS A)* (US)
Designer and manufacturer
of assembly systems and
automotive parts 53,500 1,263,938
ECIA (FRANCE)
Manufacturer of automobile
components 5,301 714,190
FUTURIS (AUSTRALIA)
Mini-conglomerate with interests in
building materials, automobile
components, and financial services 1,908,282 2,417,106
KOITO MANUFACTURING (JAPAN)
Maker of automotive lighting
equipment 102,000 689,250
MONTUPET (FRANCE)
Manufacturer of automobile
components 19,592 2,517,165
NIPPON SEIKI (JAPAN)
Manufacturer of automobile
components 205,700 2,599,456
NOKIAN TYRES* (FINLAND)
Manufacturer of tires 323,340 6,184,001
SYLEA (FRANCE)
Manufacturer of automobile
components 56,020 6,464,540
-----------
22,849,646
-----------
BUILDING MATERIALS 2.6%
APOGEE ENTERPRISES (US)
Manufacturer and distributor of
energy-efficient aluminum
window systems 150,000 5,756,250
DANTO (JAPAN)
Manufacturer of wall and floor tiles 334,000 3,693,199
GUJURAT AMBUJA CEMENT (GDSS) (INDIA)
Cement producer 200,000 1,700,000
MALAYAN CEMENT (MALAYSIA)
Cement producer 975,000 2,179,957
MULIA INDUSTRINDO (INDONESIA)
Manufacturer of ceramic tiles
and glass 2,080,100 1,964,633
POLYPIPE (UK)
Manufacturer of plastic piping and
molded plastic products 1,300,000 4,284,262
-----------
19,578,301
-----------
BUSINESS SERVICES 3.9%
BISYS GROUP* (US)
Data processing service for banks 50,000 $ 1,865,625
CORT BUSINESS SERVICES* (US)
Rentor of furniture 140,000 2,940,000
FACTSET RESEARCH SYSTEMS* (US)
Provider of on-line database services
to the financial community 250,000 6,000,000
IBC GROUP (UK)
Business communications 770,000 3,696,753
ISA INTERNATIONAL (UK)
Distributor of computer
consumables 1,201,803 4,077,998
LASON* (US)
Provider of record management
services 40,000 695,000
NU-KOTE HOLDINGS (CLASS A)* (US)
Manufacturer of products for
printing equipment 100,000 956,250
SERVICE EXPERTS* (US)
Provider of air-conditioning
equipment and services 120,000 3,150,000
SITEL* (US)
Telemarketer 100,000 1,968,750
SKILLED ENGINEERING (AUSTRALIA)
Provider of personnel placement
and outsourcing services 652,000 2,064,623
SOURCE SERVICES* (US)
Specialty staffing services 75,000 1,256,250
-----------
28,671,249
-----------
CAPITAL GOODS 2.5%
BT INDUSTRIES (SWEDEN)
Manufacturer of forklifts 239,800 4,117,489
FUSION SYSTEMS* (US)
Manufacturer of ultraviolet
curing systems 70,000 1,268,750
INDUSTRIA MACCHINE AUTOMATION (ITALY)
Packaging machinery 525,000 2,082,455
IRO* (SWEDEN)
Manufacturer of textile machinery 278,730 3,176,507
KALMAR INDUSTRIES* (SWEDEN)
Manufacturer of forklifts and
special lift trucks 119,900 1,858,336
KCI KONECRANES INTERNATIONAL* (FINLAND)
Manufacturer of cranes and other
heavy-duty lifting equipment 150,000 4,126,593
NAMURA SHIPBUILDING (JAPAN)
Shipbuilder 229,000 852,093
PHOTON DYNAMICS* (US)
Semiconductor test equipment 100,000 675,000
-----------
18,157,223
-----------
CHEMICALS 0.6%
CHEMICAL COMPANY OF MALAYSIA (MALAYSIA)
Producer of industrial chemicals
and pharmaceuticals 425,000 1,303,423
CHEMICAL COMPANY OF MALAYSIA
WARRANTS* (MALAYSIA)
Producer of industrial chemicals
and pharmaceuticals 53,250 60,478
- ----------
See footnotes on page 42.
32
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
CHEMICALS (CONTINUED)
TOSHIBA CHEMICAL (JAPAN)
Producer of synthetic resin molded
products and insulating materials 14,000 $ 98,412
TOYO INK MANUFACTURING (JAPAN)
Ink manufacturer 655,000 3,299,430
-----------
4,761,743
-----------
COMPUTER SOFTWARE 4.2%
DENDRITE INTERNATIONAL* (US)
Sales management and software 275,000 7,321,875
F.I. GROUP* (UK)
Designer and builder of
software applications 425,100 2,916,059
FUJITSU BUSINESS SYSTEMS (JAPAN)
Distributor of computer equipment 133,000 3,361,474
HITACHI INFORMATION SYSTEMS (JAPAN)
Leading data processing firm 38,000 486,880
KEWILL SYSTEMS (UK)
Computer systems and services
company 235,000 1,807,080
MENTOR GRAPHICS* (US)
Computer-aided engineering
systems 200,000 1,687,500
NATIONAL PROCESSING* (US)
Provider of low-cost transaction
processing services 46,500 883,500
PARITY (UK)
Software and consultancy 890,800 4,834,858
POMEROY COMPUTER RESOURCES* (US)
Provider of professional
computer services 138,000 3,156,750
SOFTWARE 2000* (US)
Developer and marketer of
business software applications 182,800 1,302,450
SYNOPSYS* (US)
Integrated circuit design software 70,000 3,167,500
-----------
30,925,926
-----------
CONSTRUCTION AND
PROPERTY 7.5%
ASAS DUNIA (MALAYSIA)
Property developer 68,000 244,875
ASHTEAD GROUP (UK)
Equipment rentor for the
construction sector 1,355,000 5,149,130
BAU HOLDINGS (AUSTRIA)
Construction and civil engineering 22,276 1,398,185
BAU HOLDINGS (VOTING PREFERENCE SHARES)
(AUSTRIA)
Construction and civil engineering 103,250 4,884,655
BUKIT SEMBAWANG ESTATES (SINGAPORE)
Property developer 62,000 1,448,207
DANSKE TRAELASTKOMPAGNI (DENMARK)
Timber supply company 75,670 6,296,907
HIGASHI NIHON HOUSE (JAPAN)
House builder 253,000 3,641,246
CONSTRUCTION AND
PROPERTY (CONTINUED)
KAMPA-HAUS (GERMANY)
Residential construction 160,832 $ 5,618,122
MITSUI HOME (JAPAN)
House builder 214,000 2,854,585
NEW ASIA REALTY (HONG KONG)
Holding company with interests in
property and real estate 821,000 3,344,606
NISHIO RENT ALL (JAPAN)
Rentor of construction equipment 104,800 1,940,570
PLETTAC (GERMANY)
Manufacturer of scaffolding,
lightweight construction sheds,
and related products 19,290 3,896,777
SIME UEP PROPERTIES (MALAYSIA)
Property company involved in both
investment and development 403,000 1,108,370
STO* (GERMANY)
Producer and marketer of
building materials 7,000 3,400,231
THORKILD KRISTENSE (DENMARK)
Property development 67,250 4,788,530
TILBURY DOUGLAS (UK)
Small contractor 448,100 3,675,472
TIPCO ASPHALT (THAILAND)
Manufacturer and distributor of
asphalt emulsion 272,000 1,471,250
-----------
55,161,718
-----------
CONSUMER GOODS AND
SERVICES 4.9%
AMERICAN DISPOSAL SERVICES* (US)
Provider of pollution control
equipment 175,000 2,800,000
CANANDAIGUA WINE (CLASS A)* (US)
Wine, imported beer, and
distilled spirits 150,000 3,431,250
CHILDTIME LEARNING CENTERS* (US)
Provider of childcare services 225,000 2,671,875
EKORNES (NORWAY)
Manufacturer of home furnishings 299,700 6,562,089
FINE HOST* (US)
Provider of catering services 196,000 2,793,000
LA DORIA (ITALY)
Producer of food, specializing in
canned tomatoes, fruits,
and fruit juices 857,766 3,159,370
OPTA FOOD INGREDIENTS* (US)
Manufacturer of food additives 215,000 1,773,750
ST. JOHN KNITS (US)
Apparel manufacturer 70,000 3,202,500
SORINI (INDONESIA)
Manufacturer of Sorbitol and
Maltodextrin, etc. 675,000 347,744
STEINWAY MUSICAL INSTRUMENTS* (US)
Manufacturer of musical equipment 90,000 1,597,500
TARKETT (GERMANY)
Manufacturer and distributor of
hardwood flooring 98,650 2,129,371
TEAM RENTAL GROUP* (US)
Owner and operator of Budget
Rent-a-Car franchises 203,000 3,857,000
- ----------
See footnotes on page 42.
33
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
CONSUMER GOODS AND
SERVICES (continued)
WANT WANT HOLDINGS (SINGAPORE)
Manufacturer of rice crackers 766,000 $ 1,884,360
-----------
36,209,809
-----------
DRUGS AND HEALTH CARE 6.3%
AMERICAN ONCOLOGY RESOURCES* (US)
Provider of management services
to oncology practices 100,000 793,750
AMERISOURCE HEALTH (CLASS A)* (US)
Wholesale distributor of
pharmaceuticals 150,000 6,356,250
CARDIOVASCULAR DYNAMICS* (US)
Designer, developer, and
manufacturer of catheters
used for vascular diseases 61,500 799,500
CHIROSCIENCE GROUP (UK)
Pharmaceutical company specializing
in pharmaceuticals for cancer, pain,
and inflammatory disorders 80,000 463,498
COLLABORATIVE CLINICAL RESEARCH* (US)
Manager of clinical research network 52,000 721,500
DARYA VARIA LAB (INDONESIA)
Manufacturer of generic
pharmaceuticals 752,560 1,122,718
FPA MEDICAL MANAGEMENT* (US)
Provider of regional health care
management services 200,000 3,762,500
GENERAL SURGICAL INNOVATIONS* (US)
Developer of surgical devices 22,000 156,750
HORIZON MENTAL HEALTH
MANAGEMENT* (US)
Psychiatric care provider 150,000 3,956,250
INTENSIVA HEALTHCARE* (US)
Provider of acute long-term care
for the critically ill 225,000 1,603,125
MEDICIS PHARMACEUTICAL (CLASS A)* (US)
Developer of skin care products 100,000 5,025,000
PEPTIDE THERAPEUTICS (UK)
Biopharmaceutical development
company 130,000 400,922
SHIRE PHARMACEUTICALS* (UK)
Biotechnology company specializing
in metabolic bone diseases and
Alzheimer's diseases 175,000 562,487
TAMRO (FINLAND)
Health care wholesaler for
Scandinavia and the Baltic states 748,500 5,436,208
TOTAL RENAL CARE HOLDINGS* (US)
Provider of dialysis services 55,000 2,145,000
TOWA PHARMACEUTICAL (JAPAN)
Large generic drug wholesaler 58,000 951,821
VANGUARD MEDICA GROUP (UK)
Emerging biopharmaceutical
company planning to develop and
commercialize new drugs 61,500 495,437
DRUGS AND HEALTH CARE (CONTINUED)
WATERS* (US)
Manufacturer of liquid
chromatography instruments 244,000 $ 7,564,000
WATSON PHARMACEUTICALS* (US)
Manufacturer of off-patent
medications 125,000 4,156,250
-----------
46,472,966
-----------
ELECTRIC UTILITIES 1.9%
CALENERGY* (US)
Developer of geothermal
energy power 425,000 12,325,000
CENTRAL COSTANERA (ADSS)+ (ARGENTINA)
Electrical power generation
company 20,000 630,000
OKINAWA ELECTRIC POWER (JAPAN)
Supplier of electricity to
Okinawa Island 54,500 1,353,532
-----------
14,308,532
-----------
ELECTRICAL DISTRIBUTION 0.9%
ABACUS POLAR (UK)
Distributor of electronic components 717,500 1,798,251
REXEL (FRANCE)
European electrical distributor 7,155 2,116,554
TRIFAST (UK)
Manufacturer and distributor of
fasteners for the electronics
industry 349,000 2,405,395
-----------
6,320,200
-----------
ELECTRONICS 5.1%
BERG ELECTRONICS* (US)
Manufacturer of electronic
connectors 350,000 9,887,500
BMC INDUSTRIES (US)
Television aperture masks 200,000 5,925,000
ELECTRO SCIENTIFIC INDUSTRIES* (US)
Laser trimming systems, memory
repair systems, and test and
production equipment 120,000 2,430,000
ENPLAS (JAPAN)
Manufacturer of electronic
components and engineering plastics 39,000 759,807
FAIREY GROUP (UK)
Electrical and electronic engineering 250,000 2,780,905
FOSTER ELECTRIC (JAPAN)
Speaker manufacturer with
worldwide production 122,000 572,795
HORIBA INSTRUMENTS (JAPAN)
Manufacturer of instruments
and analyzers 322,000 3,560,509
LOJACK* (US)
Manufacturer of stolen vehicle
tracking devices 400,000 4,200,000
OTRA (NETHERLANDS)
Holding company for various technical
product wholesale companies 217,930 4,076,693
- ----------
See footnotes on page 42.
34
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
ELECTRONICS (continued)
RYOYO ELECTRO (JAPAN)
Distributor of electronic goods 191,000 $ 3,385,871
-----------
37,579,080
-----------
FINANCIAL SERVICES 6.1%
CENTRALE POUR L'INDUSTRIE (FRANCE)
Diversified holding company with
interests in financial services
and insurance 5,743 361,079
FINNVEDEN (SERIES B)* (SWEDEN)
Industrial conglomerate 357,550 5,161,372
FOKUS BANK (NORWAY)
Provider of banking services 647,000 3,764,216
FUJI FIRE AND MARINE INSURANCE (JAPAN)
Non-life insurance firm 687,000 3,116,972
HAMBRECHT & QUIST GROUP* (US)
Investment bank 100,000 1,987,500
ICHIYOSHI SECURITIES (JAPAN)
Kansai-based securities business 602,000 2,932,075
JAYHAWK ACCEPTANCE* (US)
Consumer finance company 125,000 1,757,813
MANHATTAN CARD (HONG KONG)
Operator of credit card business 4,815,000 2,381,875
MUTUAL RISK MANAGEMENT (US)
Provider of risk management
services to insurance brokers 85,066 2,722,112
NEWCOURT CREDIT GROUP (CANADA)
Financial services company 60,000 1,863,591
NISSHIN FIRE & MARINE INSURANCE (JAPAN)
Non-life insurance company 404,000 1,786,889
T. ROWE PRICE (US)
Investment advisor to the
T. Rowe Price mutual funds and
institutional money managers 60,000 2,040,000
PROTECTOR FORSIKRING* (NORWAY)
Provider of non-life insurance
policies 44,800 1,572,975
ROOSEVELT FINANCIAL GROUP (US)
Largest St. Louis-based savings
institution 360,000 6,232,500
SOUTHERN BANK (MALAYSIA)
Commercial bank 480,000 1,548,081
SSANGYONG INVESTMENT (SOUTH KOREA)
Securities firm 80,000 1,219,970
UNIONAMERICA HOLDINGS (ADRS) (UK)
Provider of property and casualty
reinsurance 200,000 3,725,000
WORLD ACCEPTANCE* (US)
Small-loan consumer financier 90,000 585,000
-----------
44,759,020
-----------
INDUSTRIAL GOODS AND
SERVICES 6.1%
ANGPANNEFORENINGEN (CLASS B) (SWEDEN)
Engineering consultancy 165,750 2,669,711
ASSYSTEM (FRANCE)
Global industrial consultant for the
nuclear, steel, oil, automobile,
space, and transportation industries 78,780 6,799,004
INDUSTRIAL GOODS
AND SERVICES (CONTINUED)
BACOU USA* (US)
Designer and manufacturer of
personal protective gear 125,000 $ 2,085,938
DRILEX INTERNATIONAL (US)
Provider of precision drilling
products and services 150,000 2,493,750
DRUCK HOLDINGS (UK)
Worldwide engineering group 300,000 1,611,176
FINNING (CANADA)
Lessor of construction equipment 80,000 1,597,790
FORSHEDA (SWEDEN)
Manufacturer of automobile
components 187,896 6,452,541
KARDEX (SWITZERLAND)
Manufacturer and distributor of
industrial storage and retrieval
systems 1,839 532,266
KOMORI (JAPAN)
Top maker of offset
printing machines 157,000 3,527,161
MAXIM INTEGRATED PRODUCTS* (US)
Manufacturer of linear and
mixed-signal integrated circuits 50,000 1,759,375
MEMTEC (ADRS) (AUSTRALIA)
Researcher, developer, and
producer of filtration and
separation products 150,000 5,146,875
MITSUBISHI CABLE INDUSTRIES (JAPAN)
Maker of electrical wires and cables 332,000 1,823,888
NATIONAL OILWELL (US)
Designer and manufacturer of
oil and gas drilling equipment 60,000 1,395,000
PRINTRAK INTERNATIONAL* (US)
Designer, developer, and
manufacturer of automated
fingerprint identification systems 195,000 1,986,562
TECHNIP* (FRANCE)
Engineering contractors 33,390 2,913,626
THERMO FIBERGEN* (US)
Developer of equipment that
recovers materials from pulp
mill residue 39,000 492,375
VISUAL ACTION HOLDINGS (UK)
Rentor of cameras and related
equipment 565,000 2,110,274
-----------
45,397,312
-----------
LEISURE AND HOTELS 2.5%
ALLIED LEISURE (UK)
UK's largest bowling alley operator 4,100,000 3,569,812
CAPSTAR HOTEL* (US)
Owner and renovator of hotels 49,000 882,000
GTECH HOLDINGS* (US)
Operator of state and local
lottery systems 150,000 4,425,000
MANDARIN ORIENTAL* (HONG KONG)
Operator and manager of
hotels in the Pacific 1,200,000 1,620,000
- ----------
See footnotes on page 42.
35
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
LEISURE AND HOTELS (CONTINUED)
SANKYO (JAPAN)
Manufacturer of pachinko
game equipment 98,000 $ 3,405,704
SUN INTERNATIONAL HOTELS* (US)
Operator of resort and casino hotels 100,000 4,725,000
-----------
18,627,516
-----------
MANUFACTURING 12.8%
AGCO (US)
Manufacturer of farm equipment 66,000 1,674,750
ASAHI DIAMOND INDUSTRIES (JAPAN)
Manufacturer of
diamond-tipped tools 337,000 3,489,776
BRITISH POLYTHENE INDUSTRIES (UK)
Manufacturer and converter of
polythene 250,000 2,974,165
COBHAM (UK)
High-integrity engineering 330,000 3,187,442
DAVID BROWN GROUP (UK)
Diversified engineering company;
manufacturer of transmission
equipment and pumps 1,097,332 4,366,410
DOMNICK HUNTER (UK)
Manufacturer of filtration,
purification, and separation products 575,700 3,738,323
L'EUROPEENNE D'EXTINCTEURS (FRANCE)
Seller and distributor of fire
extinguishers 131,660 7,737,977
GERRY WEBER INTERNATIONAL* (GERMANY)
Designer and manufacturer of
ladies' apparel 2,854 109,100
GLORY KOGYO (JAPAN)
Manufacturer and major exporter
of currency-handling machines 132,000 3,394,120
HOKKAI CAN (JAPAN)
Manufacturer of cans for
the food industry 402,000 2,667,065
HOKUSHIN (JAPAN)
Producer of fiber board 287,000 2,669,767
HUCKE (GERMANY)
Manufacturer of textiles
and clothing 231,850 4,446,752
INDUSTRIE NATUZZI (ADRS)*+ (ITALY)
Manufacturer of leather furniture 33,240 1,508,265
KOMATSU SEIREN (JAPAN)
Printer of long-staple fabrics 224,000 1,985,432
LASSILA & TIKANOJA (FINLAND)
Industrial conglomerate 27,800 1,645,839
LINTEC (JAPAN)
Largest maker of gum
and adhesive tapes 112,000 1,700,395
NICHICON (JAPAN)
Manufacturer of electrical equipment 297,000 3,701,097
PLM (SWEDEN)
Manufacturer of food packaging 416,100 6,417,540
RAUMA GROUP (FINLAND)
Manufacturer of forestry-related
machinery 431,500 7,882,233
MANUFACTURING (continued)
ROCKSHOX (US)
Designer and manufacturer of
high-performance bicycle
suspension products 63,500 $ 809,625
SAMAS GROEP (NETHERLANDS)
Manufacturer of office furniture 154,750 5,279,861
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT*
(SWITZERLAND)
Industrial conglomerate 3,866 4,695,300
SODICK (JAPAN)
Manufacturer of electrodischargers 399,000 3,921,720
STOVES* (UK)
Manufacturer of ovens 432,500 1,918,052
TSUBAKIMOTO NAKISHIMA (JAPAN)
Manufacturer of ball bearings 355,000 3,489,250
TSUDAKOMA (JAPAN)
Manufacturer of air-jet looms 583,000 3,233,488
VALMET (FINLAND)
Manufacturer of paper and pulp
machinery 299,710 4,564,547
WELLINGTON HOLDINGS (UK)
Producer of sealing systems and
rubber compounds 440,000 1,843,901
-----------
95,052,192
-----------
MEDIA 2.5%
AAMULEHTI YHTYMAE (FINLAND)
Publisher 14,050 411,262
AUDIOFINA (LUXEMBOURG)
Radio and television broadcasting 310 13,351
CAPITAL RADIO (UK)
Commercial radio station in
London 465,200 4,417,619
GWR GROUP (UK)
Local radio operator 875,000 2,933,479
SOUTH CHINA MORNING POST (HONG KONG)
English language newspaper 3,875,000 3,307,554
TOEI (JAPAN)
Producer of movies, particularly of
animated movies 258,000 1,895,094
TRINITY INTERNATIONAL HOLDINGS (UK)
Publisher of regional newspapers
in the UK, US, and Canada 552,600 3,817,651
UNITED VIDEO SATELLITE GROUP
(CLASS A)* (US)
Satellite-delivered program services 102,500 1,819,375
-----------
18,615,385
-----------
MEDICAL PRODUCTS AND
TECHNOLOGY 1.9%
HITACHI MEDICAL (JAPAN)
Manufacturer of medical equipment 201,000 3,139,798
IDX SYSTEMS* (US)
Health care information systems 150,000 4,387,500
IMNET SYSTEMS* (US)
Electronic information and document
management systems 200,000 2,750,000
NCS HEALTHCARE (CLASS A)* (US)
Health care facility and pharmacy
services 130,000 3,948,750
-----------
14,226,048
-----------
- ----------
See footnotes on page 42.
36
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
METALS 0.9%
NAKAYAMA STEEL WORKS (JAPAN)
Small blast furnace company,
mainly for the housing industry 647,000 $ 3,486,248
SANYO SPECIAL STEEL (JAPAN)
Steel manufacturer 1,026,000 3,529,548
-----------
7,015,796
-----------
PAPER AND PRINTING 1.9%
APPLIED GRAPHICS TECHNOLOGIES* (US)
Provider of digital pre-press services 53,000 824,813
BOBST (SWITZERLAND)
Manufacturer of machinery for the
paper and package industries 1,969 2,541,998
MUNSKJO (SWEDEN)
Producer of specialty paper 400,000 3,950,737
NISSHA PRINTING (JAPAN)
Integrated printing firm 180,000 2,148,311
RENGO (JAPAN)
Manufacturer of paper board 548,000 3,496,235
ROTTNEROS (SWEDEN)
Manufacturer of pulp, wooden
boards, and other forest products 143,000 165,141
WACE GROUP (UK)
Provider of pre-press and printing
services 687,500 777,616
-----------
13,904,851
-----------
RESOURCES 0.8%
NITTETSU MINING (JAPAN)
Open cast coal miner 435,000 3,722,027
QNI (AUSTRALIA)
Producer of nickel and cobalt 1,229,000 2,471,262
-----------
6,193,289
-----------
RESTAURANTS 2.1%
AIYA (JAPAN)
Operator of restaurant chain 156,000 2,231,505
KENTUCKY FRIED CHICKEN (JAPAN)
Fast food restaurants 194,000 3,268,802
KFC HOLDINGS (MALAYSIA)
Fast food restaurants 430,000 1,701,622
KFC HOLDINGS (RIGHTS)* (MALAYSIA)
Fast food restaurants 86,000 104,139
PIZZA EXPRESS (UK)
Operator of restaurant chain 675,000 5,662,916
SAGAMI CHAIN (JAPAN)
Noodle restaurant chain 155,000 2,897,323
-----------
15,866,307
-----------
RETAILING 6.3%
AOYAMA TRADING (JAPAN)
Retailer of suits and clothing 131,000 3,345,415
CLINTON CARDS (UK)
Retailer of greeting cards 736,043 1,730,927
COURTS (SINGAPORE)
Retailer of household furniture 1,076,000 1,428,555
RETAILING (CONTINUED)
DESIGNER HOLDINGS* (US)
Developer and marketer of
designer sportswear 210,000 $ 4,016,250
D'IETEREN TRADING (BELGIUM)
Rentor of automobiles 7,550 725
FOTOLABO CLUB (SWITZERLAND)
Film processor 7,945 3,095,292
FROST GROUP (UK)
Gas station chain 355,633 795,816
GUANGNAN HOLDINGS (HONG KONG)
Distributor of live and fresh food
products 3,336,000 2,265,044
HAMLEY'S (UK)
Toy store 209,700 1,348,041
HORNBACH BAUMARKT (GERMANY)
Large home improvement and
garden center retailer 118,090 3,891,580
JARDINE INTERNATIONAL MOTOR HOLDINGS
(HONG KONG)
Holding company for Jardine
Matheson Group 1,846,000 2,315,766
JEAN PASCALE (GERMANY)
Clothing retailer 45,656 541,643
JOSHIN DENKI (JAPAN)
Budget electrical appliance retailer 141,000 1,732,339
LOJAS ARAPUA (GDRS)*+ (BRAZIL)
Specialist electrical appliance
retailers 50,000 949,490
MOEBEL WALTHER (GERMANY)
Retailer of furniture and related
products 105,000 6,477,509
PET CITY HOLDINGS (UK)
Retailer of pet products 275,000 2,271,310
PRODEGA (SWITZERLAND)
Food retailer 4,450 1,302,011
SHIMACHU (JAPAN)
Furniture retailer 63,000 1,730,496
TAG HEUER (ADRS)* (SWITZERLAND)
Designer and producer of
sports watches 58,800 940,800
TSUTSUMI JEWELRY (JAPAN)
Manufacturer and retailer of jewelry 96,400 3,037,086
XEBIO (JAPAN)
Retailer of outdoor clothing 98,000 3,182,097
-----------
46,398,192
-----------
SUPPORT SERVICES 0.9%
CMG (UK)
Information technology
consulting 467,900 5,733,973
CRT Group (UK)
Provider of training and recruitment
services; publisher of multimedia
products 250,000 1,055,808
-----------
6,789,781
-----------
- ----------
See footnotes on page 42.
37
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL SMALLER COMPANIES FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
TECHNOLOGY 1.4%
ASYST TECHNOLOGIES* (US)
Miniature clean-room environment
devices for the manufacture of
silicon wafers 125,000 $ 2,046,875
BTG (UK)
Technology transfer company
assisting in the commercialization
of technological innovations 44,600 1,732,949
CREDENCE SYSTEMS* (US)
Manufacturer of automated
semiconductor test equipment 90,000 1,231,875
GETRONICS (NETHERLANDS)
Computer systems integration
house and consultant 160,416 3,935,026
OPAL* (US)
Semiconductor inspection
equipment 150,000 1,275,000
-----------
10,221,725
-----------
TELECOMMUNICATIONS 1.2%
AMERICAN PORTABLE TELECOM* (US)
Provider of cellular telephone
services 300,000 2,325,000
ARCH COMMUNICATIONS GROUP* (US)
Provider of nationwide paging
services 300,000 3,468,750
BOSTON COMMUNICATIONS* (US)
Wireless telephone support services 80,600 669,988
ICT GROUP* (US)
Call center teleservices 140,000 770,000
KVH INDUSTRIES* (US)
Digital navigation systems and
satellite communications 175,000 1,312,500
------------
8,546,238
------------
TRANSPORTATION 2.6%
COMFORT (SINGAPORE)
Taxi operator 2,078,000 1,844,160
DAWSON GROUP (UK)
Rentor of commercial vehicles 1,018,400 2,593,823
TRANSPORTATION (CONTINUED)
HUB GROUP (CLASS A)* (US)
Freight transportation services 150,000 $ 3,309,375
IINO KAIUN* (JAPAN)
Shipping company 799,000 3,295,568
METACORP (MALAYSIA)
Constructor and operator of toll roads 760,000 2,315,789
NATIONAL EXPRESS GROUP (UK)
Long distance coach services
operating in the UK and Europe 335,000 2,576,050
RUBIS (FRANCE)
Chemical storage and distribution
company 78,810 2,386,713
TONAMI TRANSPORT (JAPAN)
Regional transport company 117,000 665,344
------------
18,986,822
------------
VETERINARY PRODUCTS 0.5%
VIRBAC (FRANCE)
Manufacturer of animal drugs
and veterinary products 33,972 3,893,734
------------
MISCELLANEOUS 0.2%
TAIWAN AMERICAN FUND (TAIWAN)
Fund investing in Taiwan 111,000 1,447,440
------------
TOTAL COMMON STOCKS
(Cost $682,871,564) 711,462,105
------------
PREFERRED STOCKS 0.4%
(Cost $3,217,925)
MANUFACTURING 0.4%
GERRY WEBER INTERNATIONAL (GERMANY)
Designer and manufacturer
of ladies' apparel 76,934 2,854,760
-----------
TOTAL INVESTMENTS 96.6%
(Cost $686,089,489) 714,316,865
OTHER ASSETS LESS LIABILITIES 3.4% 25,487,145
------------
NET ASSETS 100.0% $739,804,010
============
- ----------
See footnotes on page 42.
38
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL TECHNOLOGY FUND
PORTFOLIO OF INVESTMENTS October 31, 1996
SHARES VALUE
------ -----
COMMON STOCKS 97.6%
BROADCASTING 0.4%
BELL CABLEMEDIA (ADRS)* (UK)
Cable television operator 170,000 $ 2,762,500
-----------
COMPUTER AND BUSINESS
SERVICES 11.4%
ADMIRAL (UK)
Computer software and services 950,000 4,916,526
ALTRAN TECHNOLOGIES (FRANCE)
Computer services 9,693 2,895,721
AZLAN (UK)
Integrator of networking
equipment 640,000 7,603,446
BTG (UK)
Technology transfer company
assisting in the commercialization
of technological inventions 135,000 5,245,475
CEGEDIM (FRANCE)
Consulting services 16,700 1,311,492
CMG (NETHERLANDS)
Information technology consulting 845,700 10,363,799
CRT GROUP (UK)
Provider of training and recruitment
services; publisher of multimedia
products 805,000 3,399,702
CSK (JAPAN)
Information services company 255,000 7,496,709
ENATOR* (SWEDEN)
Supplier of computer services 71,000 1,575,129
LOGICA (UK)
Supplier of computer services 1,000,000 13,223,031
MERKANTILDATA (NORWAY)
Systems integrator and distributor 78,500 1,203,159
PERSONA (UK)
Networking distribution 1,669,914 8,560,760
SECOM (JAPAN)
Security services pioneer 109,000 6,485,476
SLIGOS (FRANCE)
Supplier of computer services 50,912 5,477,455
UNILOG (FRANCE)
Computer consultants 17,241 1,817,872
-----------
81,575,752
-----------
COMPUTER HARDWARE/
PERIPHERALS 14.7%
ACORN COMPUTER* (UK)
Supplier to the educational
computer market 695,000 2,256,500
ASTEC (UK)
Designer and manufacturer of
power conversion products and
electronic components 3,650,000 9,088,494
CANON (JAPAN)
Manufacturer of printers and
photocopiers 370,000 7,078,543
COMPUTER HARDWARE/
PERIPHERALS (CONTINUED)
CHUNG HO COMPUTER (SOUTH KOREA)
Manufacturer of ATMs and cash
dispensers 35,100 $ 1,690,747
EMC* (US)
Manufacturer of enterprise
storage devices 500,000 13,125,000
GATEWAY 2000* (US)
Marketer of personal computers 200,000 9,412,500
KOMAG* (US)
Manufacturer of thin film
magnetic media for hard-disk drives 330,000 9,116,250
LEXMARK INTERNATIONAL GROUP
(CLASS A)* (US)
Manufacturer of laser and
ink jet printers 400,000 9,450,000
PSION (UK)
Manufacturer of hand-held
computers 914,900 6,290,831
RASTER GRAPHICS (US)
Manufacturer of high performance
printing systems 223,900 1,875,163
READ-RITE* (US)
Manufacturer of recording heads
for disk drives 250,000 4,406,250
SAMSUNG DISPLAY DEVICES (GDSS)
(SOUTH KOREA)
Manufacturer of computer monitors 65,000 4,090,772
SEAGATE TECHNOLOGY* (US)
Global hard-disk drive supplier 160,000 10,680,000
STORAGE TECHNOLOGY* (US)
Tape and disk-based data
storage equipment 250,000 10,656,250
TDK (JAPAN)
Magnetic tapes
and heads for disk drives 74,000 4,338,043
VARITRONIX INTERNATIONAL (HONG KONG)
Manufacturer of color printers,
digital video storage, and
editing systems 1,070,000 1,951,166
-----------
105,506,509
-----------
COMPUTER SOFTWARE 13.8%
AMERICA ONLINE (US)
Interactive/Internet services 400,000 10,850,000
CADENCE DESIGN SYSTEMS* (US)
Software for computer-aided
engineering 200,000 7,300,000
CODA GROUP (UK)
Developer of financial accounting
software 670,000 1,417,509
EIDOS* (UK)
Developer of entertainment software 242,000 2,880,961
HUMMINGBIRD COMMUNICATIONS (CANADA)
X-Windows networking software 150,000 4,312,500
INFORMIX* (US)
Developer of database management
systems 200,000 4,437,500
- ----------
See footnotes on page 42.
39
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL TECHNOLOGY FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
COMPUTER SOFTWARE (continued)
LEARMONTH & BURCHETT MANAGEMENT
SYSTEMS* (UK)
Supplier of computer-aided
software and engineering tools 600,000 $ 703,058
LERNOUT & HAUSPIE SPEECH PRODUCTS*
(BELGIUM)
Developer of advanced speech
technologies 83,500 1,398,625
MENTOR GRAPHICS* (US)
Computer-aided engineering systems 500,000 4,218,750
MICROSOFT* (US)
Producer of microcomputer software 60,000 8,238,750
MISYS (UK)
Provider of software products and
services for the financial services
industry 300,100 4,432,210
NETWORK GENERAL* (US)
Local area network management
software 300,000 7,181,250
ORACLE SYSTEMS* (US)
Database management software
systems 100,000 4,231,250
PARAMETRIC TECHNOLOGY* (US)
Developer of mechanical
design software 200,000 9,762,500
PC DOCS GROUP INTERNATIONAL* (CANADA)
Document software products 200,000 1,662,500
SAPIENT* (US)
Designer and developer of enterprise
application software 75,000 3,431,250
STRUCTURAL DYNAMICS RESEARCH (US)
Developer of mechanical design
software 350,000 6,190,625
SYNOPSYS* (US)
Integrated circuit design software 250,000 11,312,500
3DO* (US)
Developer of video game software
and game platforms 700,000 3,981,250
VIRTUALITY GROUP* (UK)
Designer of virtual reality systems
and related software 600,000 1,284,058
-----------
99,227,046
-----------
DISTRIBUTORS 1.2%
ABACUS POLAR (UK)
Distributor of electronic
components 1,240,000 3,107,778
ELECTROCOMPONENTS (UK)
Distributor of electronic
components 800,000 5,383,605
-----------
8,491,383
-----------
ELECTRONICS 12.2%
ADAPTEC* (US)
Manufacturer of computer
input-output systems 100,000 6,081,250
ADE* (US)
Manufacturer of semiconductor
inspection systems 400,000 3,675,000
ELECTRONICS (CONTINUED)
ADFLEX SOLUTIONS (US)
Flexible circuit boards 150,000 $ 1,331,250
ELECTRO SCIENTIFIC INDUSTRIES* (US)
Manufacturer of memory
circuit repair systems 200,000 4,050,000
ELECTROSTAR (US)
Manufacturer of memory
circuit repair systems 625,000 7,695,313
GENERAL ELECTRIC (UK)
Supplier of diversified electronics 1,250,000 7,720,216
HADCO* (US)
Printed circuit boards 550,000 16,671,875
HIROSE ELECTRONICS (JAPAN)
Manufacturer of specialized
connectors 91,200 5,410,373
HITACHI (JAPAN)
Manufacturer of
diversified electronics 600,000 5,318,122
MERIX* (US)
Electronic circuit boards 150,000 3,131,250
MURATA MANUFACTURING (JAPAN)
Manufacturer of capacitors 167,000 5,363,931
PHILIPS ELECTRONICS (NETHERLANDS)
Consumer and industrial
electronics 49,000 1,723,698
RACAL ELECTRONICS (UK)
Data communications 1,000,000 4,508,036
VENTURE MANUFACTURING (SINGAPORE)
Contract manufacturer 3,140,000 5,707,064
VICOR* (US)
Manufacturer of modular
power converters 290,000 5,256,250
YAGEO (GDRS)*+ (TAIWAN)
Manufacturer of passive
components 387,487 3,834,029
-----------
87,477,657
-----------
MEDIA 0.3%
AUSTRALIS MEDIA* (AUSTRALIA)
Satellite broadcasting 300,000 43,936
TV FILME* (BRAZIL)
Owner and operator of subscription
TV systems in Brazil 120,000 1,770,000
-----------
1,813,936
-----------
MEDICAL PRODUCTS AND
TECHNOLOGY 2.2%
COCHLEAR (AUSTRALIA)
Developer of hearing aids 1,650,000 4,310,534
FRESENIUS (GERMANY)
Dialysis equipment 29,700 6,332,477
PHARMACIA & UPJOHN (SWEDEN)
Global pharmaceutical and
biotechnology company 147,800 5,154,208
-----------
15,797,219
-----------
- ----------
See footnotes on page 42.
40
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL TECHNOLOGY FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
NETWORKING/COMMUNICATIONS
INFRASTRUCTURE 13.6%
ANITE GROUP* (UK)
Supplier of data communications
and software products 2,450,000 $ 1,275,921
CABLETRON SYSTEMS* (US)
Manufacturer of computer
interconnection equipment 130,000 8,108,750
CIDCO* (US)
Manufacturer of telephone call
identifiers 200,000 3,825,000
CISCO SYSTEMS* (US)
Computer network routers and
switches 300,000 18,543,750
COLONIAL DATA TECHNOLOGIES* (US)
Manufacturer of caller identification
devices 200,000 1,912,500
ECI TELECOMMUNICATIONS (ISRAEL)
Telecommunications equipment
supplier 400,000 8,025,000
L.M. ERICSSON TELEFON (SERIES B) (SWEDEN)
Manufacturer of telecommunications
equipment 256,700 6,943,056
FILTRONIC COMTEC (UK)
Designer and manufacturer of
sophisticated devices for mobile
telecommunications systems 250,000 819,828
GEMSTAR INTERNATIONAL* (US)
Television and video recording
products 250,000 5,484,375
GLENAYRE TECHNOLOGIES* (US)
Manufacturer of paging
infrastructure equipment 450,000 11,559,375
NEC (JAPAN)
Manufacturer of diversified
electronics 413,000 4,494,252
NOKIA (FINLAND)
Manufacturer and developer of
telecommunications systems and
equipment 103,900 4,788,313
TELEMETRIX (UK)
Networking components 180,000 183,088
3COM* (US)
Supplier of adapter cards, hubs,
and routers for local area
computer networks 180,000 12,183,750
U.S. ROBOTICS* (US)
Modems and remote access
concentrators 150,000 9,440,625
-----------
97,587,583
-----------
SEMICONDUCTORS 14.6%
ATMEL* (US)
Non-volatile memory circuits 300,000 7,631,250
C-CUBE MICROSYSTEMS* (US)
Video compression circuits 150,000 5,831,250
ESS TECHNOLOGY* (US)
Mixed-signal semiconductor audio
solutions 300,000 4,762,500
SEMICONDUCTORS (CONTINUED)
INTEL (US)
Microprocessors and FLASH
memory circuits 200,000 $ 21,962,500
INTERNATIONAL RECTIFIER* (US)
Power semiconductors 450,000 5,568,750
KYOCERA (JAPAN)
Supplier of semiconductor packaging,
capacitors, and cellular components 65,000 4,283,896
LATTICE SEMICONDUCTOR* (US)
Programmable logic devices 200,000 6,825,000
MAXIM INTEGRATED PRODUCTS* (US)
Manufacturer of linear and
mixed-signal integrated circuits 300,000 10,556,250
MICROCHIP TECHNOLOGY* (US)
Field programmable
microcontrollers 300,000 10,837,500
ROHM (JAPAN)
Producer of custom linear
integrated circuits 97,000 5,745,941
SAMSUNG ELECTRONICS (GDRS)
((CENT) NON-VOTING)*+ (SOUTH KOREA)
Manufacturer of consumer
electronics and semiconductors 187,430 4,029,745
S3* (US)
Supplier of multimedia acceleration
solutions for PCs 400,000 7,500,000
TOWER SEMICONDUCTOR* (ISRAEL)
Semiconductor foundry services 350,000 2,428,125
XILINX* (US)
Field programmable gate arrays 200,000 6,537,500
-----------
104,500,207
-----------
SEMICONDUCTOR CAPITAL
EQUIPMENT 7.3%
ASM LITHOGRAPHY (NETHERLANDS)
Manufacturer of semiconductor
production equipment 126,000 4,520,250
ASYST TECHNOLOGIES* (US)
Miniature clean-room environment
devices for the manufacture of
silicon wafers 300,000 4,912,500
AVAL DATA (JAPAN)
Manufacturer of computer
peripherals 200,000 1,878,017
BROOKS AUTOMATION* (US)
Systems and modules for
semiconductor manufacturing 250,000 2,515,625
CREDENCE SYSTEMS* (US)
Manufacturer of automated
semiconductor test equipment 250,000 3,421,875
DUPONT PHOTOMASKS* (US)
Designer and manufacturer of
photomasks used in the production of
semiconductors 95,000 3,449,688
MIMASU SEMICONDUCTOR (JAPAN)
Wafer inspection devices 180,000 2,764,370
NOVELLUS SYSTEMS* (US)
Chemical vapor deposition
equipment 150,000 6,187,500
- ----------
See footnotes on page 42.
41
<PAGE>
- --------------------------------------------------------------------------------
GLOBAL TECHNOLOGY FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) October 31, 1996
SHARES VALUE
------ -----
SEMICONDUCTOR CAPITAL
EQUIPMENT (CONTINUED)
OPAL* (US)
Semiconductor inspection equipment 85,000 $ 722,500
SHINKAWA (JAPAN)
Producer of wire bonders 28,000 503,730
SILICONWARE PRECISION INDUSTRIES
(GDRS)* (TAIWAN)
IC packaging 284,800 2,314,000
TENCOR INSTRUMENTS* (US)
Wafer inspection devices 500,000 9,500,000
ULTRATECH STEPPER* (US)
Photolithography systems 300,000 5,062,500
VEECO INSTRUMENTS* (US)
Ion beam etching and surface
measurement systems 400,000 4,850,000
-----------
52,602,555
-----------
TELECOMMUNICATIONS 4.4%
DDI (JAPAN)
Long distance and cellular services
operator 800 6,002,633
KOREA MOBILE TELECOM (GDSS)
(SOUTH KOREA)
Cellular services operator 375,000 4,687,500
MILLICOM INTERNATIONAL CELLULAR*
(LUXEMBOURG)
Cellular services operator 50,000 2,000,000
TELEBRAS (ADRS) (BRAZIL)
Provider of telecommunications
services 8,000 591,791
TELECOM ITALIA (ITALY)
Provider of telecommunications
services 2,700,000 6,013,125
TELECOM ITALIA MOBILE* (ITALY)
Cellular services operator 1,600,000 3,305,045
TELE DANMARK (SERIES B) (DENMARK)
Provider of telecommunications
services 80,000 4,021,790
VODAFONE (UK)
Cellular services operator 1,200,000 4,638,233
-----------
31,260,117
-----------
MISCELLANEOUS 1.5%
CELSIUS INDUSTRIES (SERIES B) (SWEDEN)
Producer of defense and
technology products 71,000shs. $ 922,421
GLORY KOGYO (JAPAN)
Manufacturer and major exporter
of currency-handling machines 175,000 4,499,781
ISOTRON (UK)
Irradiation services 475,000 2,744,287
LINX PRINTING TECHNOLOGY (UK)
Manufacturer of specialized
printers 820,000 1,514,668
TRAFFIC MASTER* (UK)
Supplier of traffic information
services 168,750 920,018
-----------
10,601,175
-----------
TOTAL COMMON STOCKS
(Cost $680,319,551) 699,203,639
-----------
CONVERTIBLE BONDS 0.4%
(Cost $3,562,130)
SEMICONDUCTORS 0.4%
UNITED MICRO ELECTRONICS
(TAIWAN) 11/4%, 6/8/2004
Manufacturer of
semiconductors $2,120,000 2,602,300
-----------
TOTAL INVESTMENTS 98.0%
(Cost $683,881,681) 701,805,939
OTHER ASSETS LESS LIABILITIES 2.0% 14,303,935
-----------
NET ASSETS 100.0% $716,109,874
===========
- ----------
* Non-income producing security.
+ Rule 144A security.
Descriptions of companies have not been audited by Deloitte & Touche LLP.
See Notes to Financial Statements.
42
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES OCTOBER 31, 1996
<TABLE>
<CAPTION>
EMERGING MARKETS GLOBAL GROWTH GLOBAL SMALLER GLOBAL
INTERNATIONAL GROWTH OPPORTUNITIES COMPANIES TECHNOLOGY
FUND FUND* FUND FUND FUND
--------------- --------------- -------------- ------------- ------------
ASSETS:
Investments, at value (see portfolios of investments):
<S> <C> <C> <C> <C> <C>
Common stocks ....................... $ 100,008,020 $ 40,389,823 $ 167,067,553 $ 711,462,105 $ 699,203,639
Convertible bonds ................... -- -- -- -- 2,602,300
Preferred stocks .................... -- -- -- 2,854,760 --
------------- ------------ ------------- ------------- -------------
Total investments ....................... 100,008,020 40,389,823 167,067,553 714,316,865 701,805,939
Cash .................................... 1,557,767 3,568,132 6,399,532 22,481,634 6,093,293
Receivable for dividends and interest ... 537,437 9,978 239,610 1,267,735 991,849
Unrealized appreciation on
forward currency contracts .......... 426,975 57 403,944 1,246,933 111,303
Receivable for securities sold .......... 268,168 496,869 1,147,183 -- 13,026,388
Receivable for Capital Stock sold ....... 166,124 615,558 312,617 9,516,202 1,530,978
Expenses prepaid to shareholder
service agent ....................... 48,916 66,544 106,529 372,684 477,856
Deferred organizational expenses ........ 2,448 -- -- 5,577 --
Other ................................... 2,712 36,478 25,338 15,045 21,685
------------- ------------ ------------- ------------- -------------
Total Assets ............................ 103,018,567 45,183,439 175,702,306 749,222,675 724,059,291
------------- ------------ ------------- ------------- -------------
LIABILITIES:
Payable for securities purchased ........ 403,030 862,571 4,136,236 4,181,176 3,178,045
Payable for Capital Stock repurchased ... 358,922 129,640 538,378 3,045,785 3,418,413
Unrealized depreciation on forward
currency contracts .................. 242,849 38 310,458 771,300 2
Accrued expenses, taxes, and other ...... 255,761 121,732 410,670 1,420,404 1,352,957
------------- ------------ ------------- ------------- -------------
Total Liabilities ....................... 1,260,562 1,113,981 5,395,742 9,418,665 7,949,417
------------- ------------ ------------- ------------- -------------
Net Assets .............................. $ 101,758,005 $ 44,069,458 $ 170,306,564 $ 739,804,010 $ 716,109,874
============= ============ ============= ============= =============
COMPOSITION OF NET ASSETS:
Capital Stock, at par:
Class A ............................. $ 2,970 $ 2,931 $ 13,306 $ 23,142 $ 44,189
Class B ............................. 170 1,560 1,154 7,065 1,698
Class D ............................. 2,863 2,021 6,679 19,400 17,794
Additional paid-in capital .............. 91,886,622 45,879,438 156,336,183 675,429,358 714,591,581
Accumulated net investment loss ......... (10,972) (492) (1,657) (7,397) (4,288)
Undistributed/accumulated net
realized gain (loss) on investments . 3,944,227 (909,789) (265,641) 35,627,544 (16,564,040)
Net unrealized appreciation
(depreciation) of investments ....... 8,542,689 (501,007) 17,026,140 32,107,233 23,782,902
Net unrealized depreciation on
translation of assets and liabilities
denominated in foreign currencies
and forward currency contracts ...... (2,610,564) (405,204) (2,809,600) (3,402,335) (5,759,962)
------------- ------------ ------------- ------------- -------------
Net Assets .............................. $ 101,758,005 $ 44,069,458 $ 170,306,564 $ 739,804,010 $ 716,109,874
============= ============ ============= ============= =============
NET ASSETS:
Class A ............................. $ 50,998,137 $ 19,863,816 $ 107,509,360 $ 350,358,490 $ 499,858,181
Class B ............................. $ 2,842,580 $ 10,541,066 $ 9,257,369 $ 103,968,103 $ 18,839,423
Class D ............................. $ 47,917,288 $ 13,664,576 $ 53,539,835 $ 285,477,417 $ 197,412,270
SHARES OF CAPITAL STOCK
OUTSTANDING:
Class A ............................. 2,969,647 2,931,300 13,305,688 23,142,058 44,189,238
Class B ............................. 169,850 1,559,487 1,154,340 7,065,169 1,698,083
Class D ............................. 2,862,966 2,021,447 6,678,535 19,399,748 17,793,727
NET ASSET VALUE PER SHARE:
Class A ............................. $17.17 $6.78 $8.08 $15.14 $11.31
Class B ............................. $16.74 $6.76 $8.02 $14.72 $11.09
Class D ............................. $16.74 $6.76 $8.02 $14.72 $11.09
</TABLE>
- ----------
See Notes to Financial Statements.
43
<PAGE>
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 1996
<TABLE>
<CAPTION>
EMERGING MARKETS GLOBAL GROWTH GLOBAL SMALLER GLOBAL
INTERNATIONAL GROWTH OPPORTUNITIES COMPANIES TECHNOLOGY
FUND FUND* FUND FUND FUND
------------- --------------- -------------- ------------- ------------
INVESTMENT INCOME:
<S> <C> <C> <C> <C> <C>
Dividends ................................ $ 1,852,697 $ 131,091 $ 1,550,279 $ 6,246,889 $ 3,314,208
Interest ................................. 199,144 96,637 286,534 1,285,796 3,840,628
----------- ----------- ------------ ------------ ------------
Total investment income** ................ 2,051,841 227,728 1,836,813 7,532,685 7,154,836
----------- ----------- ------------ ------------ ------------
EXPENSES:
Management fees .......................... 963,308 66,785 1,318,826 4,279,964 7,054,213
Distribution and service fees ............ 527,357 94,471 628,050 2,600,618 3,185,685
Shareholder account services ............. 232,136 101,900 414,699 1,308,931 2,573,587
Custody and related services ............. 131,646 34,892 156,947 412,697 434,334
Registration ............................. 88,503 29,748 140,962 249,624 313,721
Shareholder reports and
communications ....................... 79,116 30,772 78,120 111,386 236,880
Auditing and legal fees .................. 63,756 30,584 72,309 63,756 63,757
Directors' fees and expenses ............. 8,559 2,452 7,896 8,400 8,415
Amortization of organizational
expenses ............................. 7,343 -- -- 6,083 --
Miscellaneous ............................ 8,471 1,252 4,127 12,763 16,566
----------- ----------- ------------ ------------ ------------
Total expenses ........................... 2,110,195 392,856 2,821,936 9,054,222 13,887,158
----------- ----------- ------------ ------------ ------------
Net investment loss ...................... (58,354) (165,128) (985,123) (1,521,537) (6,732,322)
----------- ----------- ------------ ------------ ------------
NET REALIZED AND
UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN
CURRENCY TRANSACTIONS:
Net realized gain (loss) on
investments .............................. 3,110,034 (904,503) (572,959) 36,490,841 (19,588,016)
Net realized gain (loss) from foreign
currency transactions ................ 2,141,677 (48,331) 280,999 1,559,761 5,689,533
Net change in unrealized
appreciation of investments .......... 6,001,037 (501,007) 17,026,140 14,883,512 (26,884,293)
Net change in unrealized appreciation/
depreciation on translation of assets
and liabilities denominated in foreign
currencies and forward currency
contracts ............................ (4,614,858) (405,204) (2,809,600) (6,531,471) (2,377,802)
----------- ----------- ------------ ------------ ------------
Net gain (loss) on investments and
foreign currency transactions ........ 6,637,890 (1,859,045) 13,924,580 46,402,643 (43,160,578)
----------- ----------- ------------ ------------ ------------
Increase (decrease) in net assets
from operations ...................... $ 6,579,536 $(2,024,173) $ 12,939,457 $ 44,881,106 $(49,892,900)
=========== =========== ============ ============ ============
- ----------------------
* The Series began operations on May 28, 1996.
** Net of foreign taxes withheld as follows: $217,108 $5,762 $145,774 $811,644 $459,248
See Notes to Financial Statements.
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
EMERGING GLOBAL
MARKETS GROWTH
INTERNATIONAL FUND GROWTH OPPORTUNITIES
------------------ FUND FUND
YEAR ENDED OCTOBER 31, ---- ----
---------------------------- 5/28/96* 11/1/95*
1996 1995 TO 10/31/96 TO 10/31/96
------------ ------------- ------------- ------------
OPERATIONS:
<S> <C> <C> <C> <C>
Net investment income (loss) .................... $ (58,354) $ 91,680 $ (165,128) $ (985,123)
Net realized gain (loss) on
investments .................................. 3,110,034 107,795 (904,503) (572,959)
Net realized gain (loss) from
foreign currency
transactions ................................. 2,141,677 2,665,639 (48,331) 280,999
Net change in unrealized
appreciation/depreciation
of investments ............................... 6,001,037 (1,749,894) (501,007) 17,026,140
Net change in unrealized
appreciation/depreciation
on translation of assets and
liabilities denominated in
foreign currencies and
forward currency contracts ................... (4,614,858) (2,193,540) (405,204) (2,809,600)
------------- ------------ ------------ -------------
Increase (decrease) in net
assets from operations ....................... 6,579,536 (1,078,320) (2,024,173) 12,939,457
------------- ------------ ------------ -------------
DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income--
Class A ...................................... -- -- -- --
Net realized gain on investments:
Class A ...................................... (2,689,619) (2,535,690) -- --
Class D ...................................... (1,872,543) (858,276) -- --
------------- ------------ ------------ -------------
Decrease in net assets from
distributions ................................ (4,562,162) (3,393,966) -- --
------------- ------------ ------------ -------------
CAPITAL SHARE
TRANSACTIONS:** Net proceeds from sale of shares:
Class A ...................................... 12,139,764 14,368,837 19,208,602 106,023,483
Class B ...................................... 2,847,268 -- 11,237,933 9,447,410
Class D ...................................... 18,419,176 15,310,748 12,152,846 48,762,322
Shares issued in payment of
dividends--Class A ........................... -- -- -- --
Exchanged from associated Funds:
Class A ...................................... 18,336,472 9,722,723 3,554,578 13,737,482
Class B ...................................... 52,151 -- 20,098 147,370
Class D ...................................... 6,116,903 2,556,052 2,931,518 8,540,034
Shares issued in payment of gain distributions:
Class A ...................................... 1,773,043 2,386,633 -- --
Class D ...................................... 1,649,485 815,096 -- --
------------- ------------ ------------ -------------
Total ........................................... 61,334,262 45,160,089 49,105,575 186,658,101
------------- ------------ ------------ -------------
Cost of shares repurchased:
Class A ......................................... (15,705,367) (26,669,397) (997,418) (15,204,795)
Class B ...................................... (5,615) -- (133,610) (34,193)
Class D ...................................... (4,688,461) (2,728,512) (404,805) (3,136,356)
Exchanged into associated Funds:
Class A ...................................... (15,800,882) (10,430,952) (993,426) (7,098,155)
Class B ...................................... (1,437) -- (96,640) (169,376)
Class D ...................................... (5,428,114) (3,647,337) (386,045) (3,648,119)
------------- ------------ ------------ -------------
Total ........................................... (41,629,876) (43,476,198) (3,011,944) (29,290,994)
------------- ------------ ------------ -------------
Increase in net assets from
capital share transactions ................... 19,704,386 1,683,891 46,093,631 157,367,107
------------- ------------ ------------ -------------
Increase (decrease) in net assets ............... 21,721,760 (2,788,395) 44,069,458 170,306,564
NET ASSETS:
Beginning of period ............................. 80,036,245 82,824,640 -- --
------------- ------------ ------------ -------------
End of period ................................... $ 101,758,005 $ 80,036,245 $ 44,069,458 $ 170,306,564
============= ============ ============ =============
</TABLE>
<TABLE>
<CAPTION>
GLOBAL SMALLER GLOBAL
COMPANIES FUND TECHNOLOGY FUND
-------------- ---------------
YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31,
----------------------------- --------------------------------
1996 1995 1996 1995
------------- ------------ ------------- -------------
OPERATIONS:
<S> <C> <C> <C> <C>
Net investment income (loss) .................... $ (1,521,537) $ (636,807) $ (6,732,322) $ (2,259,466)
Net realized gain (loss) on
investments .................................. 36,490,841 13,624,396 (19,588,016) 37,630,540
Net realized gain (loss) from
foreign currency
transactions ................................. 1,559,761 612,519 5,689,533 3,115,205
Net change in unrealized
appreciation/depreciation
of investments ............................... 14,883,512 9,286,138 (26,884,293) 45,696,354
Net change in unrealized
appreciation/depreciation
on translation of assets and
liabilities denominated in
foreign currencies and
forward currency contracts ................... (6,531,471) 122,958 (2,377,802) (4,035,567)
------------- ------------- ------------- -------------
Increase (decrease) in net
assets from operations ....................... 44,881,106 23,009,204 (49,892,900) 80,147,066
------------- ------------- ------------- -------------
DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income--
Class A ...................................... -- -- (734,205) --
Net realized gain on investments:
Class A ...................................... (7,753,041) (1,358,384) (29,793,277) (506,847)
Class D ...................................... (6,615,915) (1,134,039) (10,861,462) (84,094)
------------- ------------- ------------- -------------
Decrease in net assets from
distributions ................................ (14,368,956) (2,492,423) (41,388,944) (590,941)
------------- ------------- ------------- -------------
CAPITAL SHARE
TRANSACTIONS:** Net proceeds from sale of shares:
Class A ...................................... 216,788,438 49,499,681 202,973,417 360,662,688
Class B ...................................... 105,243,040 -- 19,512,733 --
Class D ...................................... 177,428,825 40,513,236 93,281,519 141,486,971
Shares issued in payment of
dividends--Class A ........................... -- -- 530,711 --
Exchanged from associated Funds:
Class A ...................................... 71,523,117 15,768,458 49,024,078 27,074,750
Class B ...................................... 576,794 -- 119,863 --
Class D ...................................... 32,459,050 5,514,387 36,228,561 19,697,655
Shares issued in payment of gain distributions:
Class A ...................................... 7,033,698 1,265,938 27,593,949 470,951
Class D ...................................... 6,106,235 1,065,232 10,345,726 81,693
------------- ------------- ------------- -------------
Total ........................................... 617,159,197 113,626,932 439,610,557 549,474,708
------------- ------------- ------------- -------------
Cost of shares repurchased:
Class A ......................................... (30,945,950) (8,956,953) (88,142,523) (33,194,965)
Class B ...................................... (900,770) -- (232,986) --
Class D ...................................... (17,014,912) (4,830,211) (27,805,782) (6,863,194)
Exchanged into associated Funds:
Class A ...................................... (34,854,479) (12,541,162) (74,146,717) (19,854,654)
Class B ...................................... (326,119) -- (142,667) --
Class D ...................................... (11,852,034) (4,374,915) (51,102,325) (16,982,122)
------------- ------------- ------------- -------------
Total ........................................... (95,894,264) (30,703,241) (241,573,000) (76,894,935)
------------- ------------- ------------- -------------
Increase in net assets from
capital share transactions ................... 521,264,933 82,923,691 198,037,557 472,579,773
------------- ------------- ------------- -------------
Increase (decrease) in net assets ............... 551,777,083 103,440,472 106,755,713
552,135,898
NET ASSETS:
Beginning of period ............................. 188,026,927 84,586,455 609,354,161 57,218,263
------------- ------------- ------------- -------------
End of period ................................... $ 739,804,010 $ 188,026,927 $ 716,109,874 $ 609,354,161
============= ============= ============= =============
</TABLE>
- -------------
* Commencement of operations.
** The then existing Series began offering Class B shares on April 22, 1996.
See Notes to Financial Statements.
45
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. Seligman Henderson Global Fund Series, Inc. (the "Fund") consists of five
separate Series: Seligman Henderson International Fund (the "International
Fund"), Seligman Henderson Emerging Markets Growth Fund (the "Emerging Markets
Growth Fund"), Seligman Henderson Global Growth Opportunities Fund (the "Global
Growth Opportunities Fund"), Seligman Henderson Global Smaller Companies Fund
(the "Global Smaller Companies Fund"), and Seligman Henderson Global Technology
Fund (the "Global Technology Fund"). The Global Growth Opportunities Fund and
the Emerging Markets Growth Fund had no operations prior to their commencement
on November 1, 1995 and May 28, 1996, respectively, other than those relating to
organizational matters. Each Series of the Fund offers three classes of shares.
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. The Fund
began offering Class B shares on April 22, 1996, for the then existing Series.
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 A shares
purchased in an amount of $1,000,000 or more are sold without an initial sales
charge but are subject to a contingent deferred sales load ("CDSL") of 1% on
redemptions within 18 months of purchase. Class B 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 a CDSL, if applicable, of 5%
on redemptions in the first year after purchase, declining to 1% in the sixth
year and 0% thereafter. 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 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 CDSL of 1% imposed on certain redemptions made
within one year of purchase. The three 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 other 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 principally traded in
foreign currencies, and each Series may temporarily hold funds in foreign
currencies. The books and records of the Fund are maintained in US dollars.
Foreign currency amounts are translated into US 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, which are to
be distributed to shareholders of the Fund. The rate of exchange between the US
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 US dollar equivalents 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.
46
<PAGE>
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 or will elect to be taxed as a regulated investment company and
intends to distribute substantially all taxable net income and net gain
realized, if any, annually. Withholding taxes on foreign dividends and
interest have been provided for in accordance with the Fund's understanding
of the applicable country's tax rules and rates.
e. The treatment for financial statement purposes of distributions 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 gains for federal income tax purposes.
Where such differences are permanent in nature, they are reclassified in the
components of net assets based on their ultimate characterization for
federal income tax purposes. Any such reclassifications will have no effect
on net assets, results of operations, or net asset value per share of the
Fund.
f. Investment transactions are recorded on trade dates. Identified cost of
investments sold is used for both financial statement and federal income tax
purposes. Dividends receivable and payable are recorded on ex-dividend
dates. Interest income is recorded on an accrual basis.
g. Deferred organizational expenses are being amortized on a straight-line
basis over a five-year period, beginning with the commencement of operations
of the International Fund and the Global Smaller Companies Fund.
h. All income, expenses (other than class-specific expenses), and realized
and unrealized gains or losses are allocated daily to each class of shares
based upon the relative value of shares of each class. Class-specific
expenses, which include distribution and service fees and any other items
that are specifically attributed to a particular class, are charged directly
to such class. For the year/period ended October 31, 1996, distribution and
service fees were the only class-specific expenses.
3. Purchases and sales of portfolio securities, excluding short-term
investments, for the year/period ended October 31, 1996, were as follows:
SERIES PURCHASES SALES
------ ---------- -----
International Fund $ 69,643,562 $ 50,836,064
Emerging Markets Growth
Fund 45,700,203 3,489,142
Global Growth
Opportunities Fund 195,637,900 41,744,084
Global Smaller
Companies Fund 677,107,236 183,809,901
Global Technology Fund 676,636,882 462,613,676
At October 31, 1996, the cost of investments for federal income tax
purposes was substantially the same as the cost for financial reporting
purposes, and the tax basis gross unrealized appreciation and depreciation of
portfolio securities, including the effects of foreign currency translations,
were as follows:
TOTAL TOTAL
UNREALIZED UNREALIZED
SERIES APPRECIATION DEPRECIATION
------ ------------ -----------
International Fund $ 11,056,102 $ 5,297,385
Emerging Markets Growth
Fund 2,161,699 3,073,148
Global Growth
Opportunities Fund 23,014,538 8,865,529
Global Smaller
Companies Fund 86,279,564 58,052,188
Global Technology Fund 110,839,125 92,914,867
4. J. &W. Seligman &Co. Incorporated (the "Manager") manages the affairs of the
Fund and provides or arranges for the necessary personnel and facilities.
Seligman Henderson Co. (the "Subadviser"), an entity owned 50% each by the
Manager and Henderson plc, supervises and directs the Fund's global investments.
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
Manager, is paid by the Manager or by Henderson plc. The Manager receives a fee,
calculated daily and payable monthly, equal to 1.25% per annum of the average
daily net assets of Emerging Markets Growth Fund and 1.00% per annum of the
other Series' average daily net assets, of which 1.15% and 0.90%, respectively,
are paid to the Subadviser. During the period ended October 31, 1996, the
Manager and Subadviser, at their discretion, waived a portion of their fees for
the Emerging Markets GrowthFund equal to $119,524. The management fee reflected
in the statements of operations represents 0.45% per annum of that Series'
average daily net assets.
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
------ ------------ -----------
International Fund $ 42,719 $ 331,586
Emerging Markets Growth
Fund 31,761 749,016
Global Growth
Opportunities Fund 201,990 4,179,489
Global Smaller
Companies Fund 810,616 6,498,877
Global Technology Fund 930,729 7,535,643
47
<PAGE>
- --------------------------------------------------------------------------------
NOTES OT FINANCIAL STATEMENTS (CONTINUED)
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/period ended October 31, 1996, fees incurred by the
International Fund, the Emerging Markets Growth Fund, the Global Growth
Opportunities Fund, the Global Smaller Companies Fund, and the Global Technology
Fund, aggregated $90,323, $15,432, $220,454, $534,241, and $1,192,495,
respectively, or 0.17%, 0.22%, 0.24%, 0.24%, and 0.23%, respectively, per annum
of the average daily net assets of Class A shares.
The Fund has a Plan with respect to Class B and 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 B and Class D shares for which the organizations are
responsible; and, for Class D shares only, 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.
With respect to Class B shares, a distribution fee of up to 0.75% on an
annual basis of average daily net assets is payable monthly by the Fund to the
Distributor; however, the Distributor has sold its rights to substantially all
of this fee to a third party (the "Purchaser") which provided funding to the
Distributor to enable it to pay commissions to dealers at the time of the sale
of the related Class B shares.
For the year/period ended October 31, 1996, fees incurred under the Plan,
equivalent to 1% per annum of the average daily net assets of Class B and Class
D shares, were as follows:
SERIES CLASS B CLASS D
------ -------- --------
International Fund $ 7,987 $ 429,047
Emerging Markets Growth
Fund 34,000 45,039
Global Growth
Opportunities Fund 29,251 378,345
Global Smaller
Companies Fund 270,075 1,796,302
Global Technology Fund 52,605 1,940,585
The Distributor is entitled to retain any CDSL imposed on redemptions of
Class D shares occurring within one year of purchase. For the year/period ended
October 31, 1996, such charges were as follows:
SERIES AMOUNT
------ --------
International Fund $ 11,127
Emerging Markets Growth
Fund 1,677
Global Growth
Opportunities Fund 21,849
Global Smaller
Companies Fund 62,753
Global Technology Fund 173,702
The Distributor has sold its rights to collect any CDSL imposed on
redemptions of Class B shares to the Purchaser. In connection with the sale of
its rights to collect any CDSL and the distribution fees with respect to Class B
shares described above, the Distributor receives payments from the Purchaser
based on the value of Class B shares sold. The aggregate amounts of such
payments and the Class B share distribution fees retained by the Distributor for
the year/period ended October 31, 1996 were as follows:
SERIES AMOUNT
------ ---------
International Fund $ 7,499
Emerging Markets Growth
Fund 29,634
Global Growth
Opportunities Fund 24,532
Global Smaller
Companies Fund 269,847
Global Technology Fund 50,272
Seligman Services, Inc., an affiliate of the Manager, is eligible to receive
commissions from certain sales of Fund shares, as well as distribution and
service fees pursuant to the Plan. For the year/period ended October 31, 1996,
Seligman Services, Inc. received commissions from sales of Fund shares and
distribution and service fees, pursuant to the Plan, as follows:
DISTRIBUTION AND
SERIES COMMISSIONS SERVICE FEES
------ ------------ --------------
International Fund $ 3,204 $15,809
Emerging Markets Growth
Fund 2,722 568
Global Growth
Opportunities Fund 9,362 3,281
Global Smaller
Companies Fund 137,567 25,474
Global Technology Fund 190,014 36,015
Seligman Data Corp., which is owned by certain associated investment
companies, charged at cost for shareholder account services the following
amounts:
SERIES AMOUNT
------ ---------
International Fund $ 230,137
Emerging Markets Growth Fund 101,900
Global Growth Opportunities Fund 412,700
Global Smaller Companies Fund 1,306,931
Global Technology Fund 2,571,588
48
<PAGE>
- --------------------------------------------------------------------------------
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
------ --------
International Fund $15,750
Emerging Markets GrowthFund 7,000
Global Growth Opportunities Fund 15,750
Global Smaller Companies Fund 15,750
Global Technology Fund 15,750
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, 1996, are included in other
liabilities:
SERIES AMOUNT
------ --------
International Fund $10,972
Emerging Markets GrowthFund 492
Global Growth Opportunities Fund 1,657
Global Smaller Companies Fund 7,397
Global Technology Fund 4,288
5. Effective July 31, 1996, the Fund entered into an $80 million committed line
of credit facility with a group of banks. Borrowings pursuant to the credit
facility are subject to interest at a rate equal to the federal funds rate plus
0.75% per annum. The Fund incurs a commitment fee of 0.10% per annum on the
unused portion of the credit facility. The credit facility may be drawn upon
only for temporary purposes and is subject to certain other customary
restrictions. The credit facility commitment expires one year from the date of
the agreement but is renewable with the consent of the participating banks. The
Fund made no borrowings during the period ended October 31, 1996.
6. In accordance with current federal income tax law, each of the Series' net
realized capital gains and losses are considered separately for purposes of
determining taxable capital gains. At October 31, 1996, the net loss
carryforwards for the Emerging Markets Growth Fund, the Global Growth
Opportunities Fund, and the Global Technology Fund amounted to $909,789,
$174,512 and $16,489,188, respectively, which are available for offset against
future taxable net gains, expiring in 2004. Accordingly, no capital gain
distributions are expected to be paid to shareholders of the Emerging Markets
Growth Fund, the Global Growth Opportunities Fund, and the Global Technology
Fund until net capital gains have been realized in excess of the available
capital loss carryforwards.
49
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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
among any Series of the Fund. As of October 31, 1996, the Board of Directors had
classified 400,000,000 shares for the International Fund, 100,000,000 shares for
the Emerging Markets Growth Fund, and 500,000,000 shares each for the Global
Growth Opportunities Fund, the Global Smaller Companies Fund and the Global
Technology Fund, all at a par value of $.001 per share.
<TABLE>
<CAPTION>
EMERGING GLOBAL
MARKETS GROWTH
GROWTH OPPORTUNITIES
INTERNATIONAL FUND FUND FUND
------------------------------ ------------- -------------
YEAR ENDED OCTOBER 31, 5/28/96* 11/1/95
------------------------------
1996 1995 TO 10/31/96 TO 10/31/96
------------ ------------- ------------- ------------
Sale of shares:
<S> <C> <C> <C> <C>
Class A .................................... 707,786 883,953 2,715,379 14,315,714
Class B .................................... 167,160 -- 1,589,508 1,161,258
Class D .................................... 1,095,491 957,943 1,719,727 6,425,478
Shares issued in payment
of dividends--Class A ...................... -- -- -- --
Exchanged from associated
Funds:
Class A .................................... 1,076,633 582,898 501,328 1,797,362
Class B .................................... 3,104 -- 2,904 18,033
Class D .................................... 365,666 156,168 415,187 1,108,493
Shares issued in payment of gain distributions:
Class A .................................... 106,939 152,467 -- --
Class D .................................... 101,382 52,587 -- --
---------- ---------- ---------- -----------
Total ......................................... 3,624,161 2,786,016 6,944,033 24,826,338
---------- ---------- ---------- -----------
Shares repurchased:
Class A .................................... (918,125) (1,626,181) (143,005) (1,897,331)
Class B .................................... (327) -- (19,141) (4,203)
Class D .................................... (278,839) (172,007) (58,321) (393,805)
Exchanged into associated
Funds:
Class A .................................... (922,041) (635,170) (142,402) (910,057)
Class B .................................... (87) -- (13,784) (20,748)
Class D .................................... (323,609) (227,011) (55,146) (461,631)
---------- ---------- ---------- -----------
Total ......................................... (2,443,028) (2,660,369) (431,799) (3,687,775)
---------- ---------- ---------- -----------
Increase in shares ............................ 1,181,133 125,647 6,512,234 21,138,563
========== ========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
GLOBAL SMALLER GLOBAL
COMPANIES FUND TECHNOLOGY FUND
------------------------ -----------------------------
*YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31,
-------------------------- ----------------------------
1996 1995 1996 1995
------------- ------------ ------------- -------------
Sale of shares:
<S> <C> <C> <C> <C>
Class A ...................................14,815,923 3,891,326 17,384,851 30,447,088
Class B ................................... 7,109,733 -- 1,722,202 --
Class D ...................................12,391,966 3,258,190 8,129,479 12,061,813
Shares issued in payment
of dividends--Class A ..................... -- -- 46,553 --
Exchanged from associated
Funds:
Class A ................................... 4,872,301 1,207,701 4,299,624 2,337,457
Class B ................................... 38,810 -- 10,746 --
Class D ................................... 2,260,491 425,098 3,216,569 1,690,219
Shares issued in payment of gain distributions
Class A ................................... 543,143 117,325 2,420,521 59,388
Class D ................................... 481,944 99,928 918,803 10,354
---------- ---------- ----------- -----------
Total ........................................42,514,311 8,999,568 38,149,348 46,606,319
---------- ---------- ----------- -----------
Shares repurchased:
Class A ...................................(2,088,149) (732,207) (7,730,984) (2,851,418)
Class B ................................... (60,958) -- (21,522) --
Class D ...................................(1,186,520) (398,296) (2,466,759) (578,504)
Exchanged into associated
Funds:
Class A ...................................(2,373,469) (989,792) (6,549,438) (1,731,922)
Class B ................................... (22,416) -- (13,343) --
Class D ................................... (822,351) (357,856) (4,547,765) (1,419,748)
----------- ---------- ----------- -----------
Total ........................................(6,553,863) (2,478,151) (21,329,811) (6,581,592)
----------- ---------- ----------- -----------
Increase in shares .......................... 35,960,448 6,521,417 16,819,537 40,024,727
=========== ========== =========== ===========
</TABLE>
50
<PAGE>
- --------------------------------------------------------------------------------
8. At October 31, 1996, the Fund had outstanding forward exchange currency
contracts to purchase or sell foreign currencies as follows:
<TABLE>
<CAPTION>
UNREALIZED
FOREIGN IN EXCHANGE SETTLEMENT APPRECIATION
CONTRACT CURRENCY FOR US $ DATE VALUE US $
(DEPRECIATION)
----------- ------------- ------------- ------------- -------------
- ---------------
International Fund
Purchases:
<S> <C> <C> <C> <C> <C>
British Pounds 224,769 366,103 11/04/96 365,800 $
(303)
Japanese Yen 533,765,000 4,928,806 11/13/96 4,686,260
(242,546)
-----------
(242,849)
-----------
Sales:
Swiss Francs 1,343,184 1,068,648 11/01/96 1,059,293 9,355
French Francs 14,087,640 2,800,000 11/08/96 2,749,398 50,602
GermanDeutschemarks 3,105,900 2,100,000 11/08/96 2,046,722 53,278
Japanese Yen 533,765,000 5,000,000 11/13/96 4,686,260 313,740
-----------
426,975
-----------
$ 184,126
===========
EMERGING MARKETS GROWTH FUND
Sales:
IndonesianRupiahs 1,037,255,129 445,365 11/04/96 445,308 $ 57
Thai Bahts 12,229,065 429,289 11/04/96 429,327
(38)
-----------
$ 19
-----------
GLOBAL GROWTH OPPORTUNITIES FUND
Purchases:
MalaysianRinggits 360,669 142,613 11/01/96 142,726 $ 113
Japanese Yen 683,219,200 6,308,871 11/13/96 5,998,413
(310,458)
-----------
(310,345)
-----------
SALES:
French Francs 4,716,755 923,224 11/05/96 920,980 2,244
Japanese Yen 683,219,200 6,400,000 11/13/96 5,998,413 401,587
-----------
403,831
-----------
$ 93,486
===========
GLOBAL SMALLER COMPANIES FUND
Purchases:
British Pounds 676,272 1,095,898 11/01/96 1,100,598 $ 4,700
Malaysian Ringgits 691,826 273,557 11/01/96 273,774 217
Malaysian Ringgits 53,707 21,257 11/04/96 21,253
(4)
Japanese Yen 1,697,372,700 15,673,602 11/13/96 14,902,306
(771,296)
-----------
(766,383)
-----------
SALES:
French Francs 32,703,450 6,500,000 11/08/96 6,382,531 117,469
German Deutschemarks 7,395,000 5,000,000 11/08/96 4,873,147 126,853
Japanese Yen 1,697,372,700 15,900,000 11/13/96 14,902,306 997,694
-----------
1,242,016
-----------
$ 475,633
===========
GLOBAL TECHNOLOGY FUND
Purchases:
Japanese Yen 21,330 189 10/28/96 187 $
(2)
-----------
Sales:
Japanese Yen 4,650,605,000 41,387,641 01/31/97 41,276,338 111,303
-----------
$ 111,301
===========
</TABLE>
- ----------
* Commencement of operations.
51
<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 each Class' beginning net asset value to
the ending net asset value so that they can understand what effect the
individual items have on their investment, assuming it was held throughout the
period. Generally, the per share amounts are derived by converting the actual
dollar amounts 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 each Class' performance
assuming investors purchased Fund shares at net asset value as of the beginning
of the period, reinvested dividends and capital gains paid at net asset value,
and then sold their shares at the net asset value per share on the last day of
the period. The total return computations do not reflect any sales charges
investors may incur in purchasing or selling shares of each Series. The total
returns for periods of less than one year are not annualized.
Average commission rate paid represents the average commissions paid by the
Series to purchase or sell portfolio 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. This rate is provided for the
fiscal periods beginning November 1, 1995.
<TABLE>
<CAPTION>
INTERNATIONAL FUND
- ---------------------------------------------------------------------------------------------------------------------------------
CLASS A CLASS B
---------------------------------------------------- ----------
YEAR ENDED OCTOBER 31, 4/7/92* 4/22/96**
----------------------------------------- TO TO
PER SHARE OPERATING PERFORMANCE: 1996 1995 1994 1993 10/31/92 10/31/96
----- ----- ----- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.71 $17.67 $15.98 $11.89 $12.00 $17.38
------ ------ ------ ------ ------ ------
Net investment income (loss)***......................... 0.05 0.06 0.04 0.04 0.08 (0.03)
Net realized and unrealized
investment gain (loss)................................ 1.77 (0.42) 0.91 4.25 (0.23) (0.54)
Net realized and unrealized gain (loss) on
foreign currency transactions......................... (0.44) 0.09 1.08 (0.17) 0.04 (0.07)
------ ------ ------ ------ ------ ------
Increase (decrease) from investment operations.......... 1.38 (0.27) 2.03 4.12 (0.11) (0.64)
Dividends paid.......................................... -- -- (0.01) (0.03) -- --
Distributions from net gain realized.................... (0.92) (0.69) (0.33) -- -- --
------ ------ ------ ------ ------ ------
Net increase (decrease) in net asset value.............. 0.46 (0.96) 1.69 4.09 (0.11) (0.64)
------ ------ ------ ------ ------ ------
Net asset value, end of period.......................... $17.17 $16.71 $17.67 $15.98 $11.89 $16.74
====== ====== ====== ====== ====== ======
TOTAL RETURN BASED ON NET ASSET
VALUE: 8.43% (1.24)% 12.85% 34.78% (0.92)% (3.68)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets.......................... 1.81% 1.69% 1.63% 1.75% 1.75%+ 2.66%+
Net investment income (loss) to average
net assets............................................ 0.28% 0.35% 0.27% 0.27% 1.25%+ (0.35)%+
Portfolio turnover...................................... 55.71% 60.70% 39.59% 46.17% 12.77% 55.71%+++
Average commission rate paid............................ $0.0180 $0.0180+++
Net assets, end of period (000s omitted)................ $50,998 $48,763 $62,922 $33,134 $14,680 $2,843
Without management fee waiver and expense
reimbursement***
Net investment income (loss) per share.................. $(0.04) --
Ratios:
Expenses to average net assets........................ 2.30% 2.92%+
Net investment income (loss) to
average net assets.................................. (0.28)% 0.08%+
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS D
----------------------------------------
YEAR ENDED OCTOBER 31, 9/21/93**
----------------------------- TO
PER SHARE OPERATING PERFORMANCE: 1996 1995 1994 10/31/93
----- ----- ----- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $16.43 $17.53 $15.96 $15.23
------ ------ ------ ------
Net investment income (loss)***......................... (0.08) (0.07) (0.09) (0.03)
Net realized and unrealized
investment gain (loss)................................ 1.75 (0.43) 0.91 1.17
Net realized and unrealized gain (loss) on
foreign currency transactions......................... (0.44) 0.09 1.08 (0.41)
------ ------ ------ ------
Increase (decrease) from investment operations.......... 1.23 (0.41) 1.90 0.73
Dividends paid.......................................... -- -- -- --
Distributions from net gain realized.................... (0.92) (0.69) (0.33) --
------ ------ ------ ------
Net increase (decrease) in net asset value.............. 0.31 (1.10) 1.57 0.73
------ ------ ------ ------
Net asset value, end of period.......................... $16.74 $16.43 17.53 15.96
====== ====== ====== ======
TOTAL RETURN BASED ON NET ASSET
VALUE: 7.62% (2.08)% 12.03 4.79%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets.......................... 2.64% 2.50% 2.50% 2.50%+
Net investment income (loss) to average
net assets............................................ 0.47% (0.44)% (0.53)% (1.86)%+
Portfolio turnover...................................... 55.71% 60.70% 39.59% 46.17%++
Average commission rate paid............................ $0.0180
Net assets, end of period (000s omitted)................ $47,917 $31,273 $19,903 $1,648
Without management fee waiver and expense
reimbursement***
Net investment income (loss) per share.................. $(0.09) $(0.11) $(0.11)
Ratios:
Expenses to average net assets........................ 2.62% 2.67% 8.49%+
Net investment income (loss) to
average net assets.................................. (0.56)% (0.70)% (7.84)%+
</TABLE>
- ----------
* Commencement of investment operations.
** Commencement of 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.
+++ For the year ended October 31, 1996.
See Notes to Financial Statements.
52
<PAGE>
<TABLE>
<CAPTION>
EMERGING MARKETS GROWTH FUND
--------------------------------------------
CLASS A CLASS B CLASS D
---------- ---------- ----------
5/28/96** 5/28/96** 5/28/96**
PER SHARE OPERATING PERFORMANCE: TO 10/31/96 TO 10/31/96 TO 10/31/96
----------- ----------- -----------
<S> <C> <C> <C>
Net asset value, beginning of period...................... $7.14 $7.14 $7.14
------ ------ ------
Net investment income (loss)***........................... (0.02) (0.04) (0.04)
Net realized and unrealized investment gain (loss)........ (0.25) (0.25) (0.25)
Net realized and unrealized gain (loss) on
foreign currency transactions........................... (0.09) (0.09) (0.09)
------ ------ ------
Increase (decrease) from investment operations............ (0.36) (0.38) (0.38)
Dividends paid............................................ -- -- --
Distributions from net gain realized...................... -- -- --
------ ------ ------
Net increase (decrease) in net asset value................ (0.36) (0.38) (0.38)
------ ------ ------
Net asset value, end of period............................ $6.78 $6.76 $6.76
====== ====== ======
TOTAL RETURN BASED ON NET ASSET VALUE: (5.04)% (5.32)% (5.32)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets............................ 2.22%+ 3.00%+ 3.00%+
Net investment income (loss) to average
net assets.............................................. (0.69)%+ (1.47)%+ (1.47)%+
Portfolio turnover........................................ 12.24% 12.24% 12.24%
Average commission rate paid.............................. $0.0156 $0.0156 $0.0156
Net assets, end of period (000s omitted).................. $19,864 $10,541 $13,664
Without management fee waiver and expense
reimbursement***
Net investment loss per share............................. $(0.05) $(0.07) $(0.07)
Ratios:
Expenses to average net assets.......................... 3.02%+ 3.80%+ 3.80%+
Net investment loss to average net assets............... (1.49)%+ (2.27)%+ (2.27)%+
</TABLE>
<TABLE>
<CAPTION>
GLOBAL GROWTH OPPORTUNITIES FUND
--------------------------------------------
CLASS A CLASS B CLASS D
---------- ---------- ----------
11/1/95** 4/22/96** 11/1/95**
PER SHARE OPERATING PERFORMANCE: TO 10/31/96 TO 10/31/96 TO 10/31/96
----------- ----------- -----------
<S> <C> <C> <C>
Net asset value, beginning of period...................... $7.14 $8.04 $7.14
------ ------ ------
Net investment income (loss)***........................... (0.03) (0.04) (0.09)
Net realized and unrealized investment gain (loss)........ 1.12 0.06 1.12
Net realized and unrealized gain (loss) on
foreign currency transactions........................... (0.15) (0.04) (0.15)
------ ------ ------
Increase (decrease) from investment operations............ 0.94 (0.02) 0.88
Dividends paid............................................ -- -- --
Distributions from net gain realized...................... -- -- --
------ ------ ------
Net increase (decrease) in net asset value................ 0.94 (0.02) 0.88
------ ------ ------
Net asset value, end of period............................ $8.08 $8.02 $8.02
====== ====== ======
TOTAL RETURN BASED ON NET ASSET VALUE: 13.17% (0.25)% 12.33%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets............................ 1.91% 2.53%+ 2.67%
Net investment income (loss) to average
net assets.............................................. (0.53)% (1.13)%+ (1.25)%
Portfolio turnover........................................ 31.44% 31.44%+++ 31.44%
Average commission rate paid.............................. $0.0160 $0.0160+++ $0.0160
Net assets, end of period (000s omitted).................. $107,509 $9,257 $53,540
Without management fee waiver and expense
reimbursement***
Net investment loss per share.............................
Ratios:
Expenses to average net assets..........................
Net investment loss to average net assets...............
</TABLE>
<TABLE>
<CAPTION>
GLOBAL SMALLER COMPANIES FUND
- ----------------------------------------------------------------------------------------------------------------------------------
CLASS A CLASS B
---------------------------------------------------- ----------
YEAR ENDED OCTOBER 31, 9/9/92* 4/22/96**
----------------------------------------- TO TO
PER SHARE OPERATING PERFORMANCE: 1996 1995 1994 1993 10/31/92 10/31/96
----- ----- ----- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $13.90 $11.93 $9.98 $7.15 $7.14 $14.44
------ ------ ------ ------ ------ ------
Net investment income (loss)***......................... -- (0.02) (0.08) (0.02) -- (0.06)
Net realized and unrealized investment gain............. 2.38 2.24 1.57 3.07 0.02 0.33
Net realized and unrealized investment gain on
foreign currency transactions......................... (0.18) 0.08 0.52 (0.20) (0.01) 0.01
------ ------ ------ ------ ------ ------
Increase from investment operations..................... 2.20 2.30 2.01 2.85 0.01 0.28
Dividends paid.......................................... -- -- -- (0.02) -- --
Distributions from net gain realized.................... (0.96) (0.33) (0.06) -- -- --
------ ------ ------ ------ ------ ------
Net increase in net asset value......................... 1.24 1.97 1.95 2.83 0.01 0.28
------ ------ ------ ------ ------ ------
Net asset value, end of period.......................... $15.14 $13.90 $11.93 $9.98 $7.15 $14.72
====== ====== ====== ====== ====== ======
TOTAL RETURN BASED ON NET ASSET
VALUE: 16.95% 20.10% 20.28% 39.86% 0.14% 1.94%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets.......................... 1.75% 1.83% 1.92% 1.98% 1.75%+ 2.54%
Net investment income (loss) to average
net assets............................................ 0.01% (0.20)% (0.77)% (0.29)% 0.13%+ (0.80)%
Portfolio turnover...................................... 45.38% 63.05% 62.47% 60.03% -- 45.38%+++
Average commission rate paid............................ $0.0211 $0.0211+++
Net assets, end of period (000s omitted)................ $350,359 $102,479 $46,269 $20,703 $1,562 $103,968
Without management fee waiver and expense
reimbursement***
Net investment loss per share........................... $(0.18) $(0.07)
Ratios:
Expenses to average net assets........................ 3.90% 12.28%+
Net investment income (loss) to
average net assets.................................. 2.21% (10.44)%+
</TABLE>
<TABLE>
<CAPTION>
GLOBAL SMALLER COMPANIES FUND
- ----------------------------------------------------------------------------------------------------
CLASS D
-----------------------------------------
YEAR ENDED OCTOBER 31, 5/3/93**
----------------------------- TO
PER SHARE OPERATING PERFORMANCE: 1996 1995 1994 10/31/93
----- ----- ----- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.63 $11.80 $9.94 $8.52
------ ------ ------ ------
Net investment income (loss)***......................... (0.11) (0.12) (0.16) (0.05)
Net realized and unrealized investment gain............. 2.34 2.20 1.57 1.60
Net realized and unrealized investment gain on
foreign currency transactions......................... (0.18) 0.08 0.51 (0.13)
------ ------ ------ ------
Increase from investment operations..................... 2.05 2.16 1.92 1.42
Dividends paid.......................................... -- -- -- --
Distributions from net gain realized.................... (0.96) (0.33) (0.06) --
------ ------ ------ ------
Net increase in net asset value......................... 1.09 1.83 1.86 1.42
------ ------ ------ ------
Net asset value, end of period.......................... $14.72 $13.63 $11.80 $9.94
====== ====== ====== ======
TOTAL RETURN BASED ON NET ASSET
VALUE: 16.14% 19.11% 19.45% 16.67%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets.......................... 2.51% 2.61% 2.70% 2.75%+
Net investment income (loss) to average
net assets............................................ (0.75)% (0.97)% (1.53)% (1.35)%+
Portfolio turnover...................................... 45.38% 63.05% 62.47% 60.03%++
Average commission rate paid............................ $0.0211
Net assets, end of period (000s omitted)................ $285,477 $85,548 $38,317 $10,344
Without management fee waiver and expense
reimbursement***
Net investment loss per share........................... $(0.11)
Ratios:
Expenses to average net assets........................ 4.25%+
Net investment income (loss) to
average net assets.................................. (2.85)%+
</TABLE>
- ----------
* Commencement of investment operations.
** Commencement of 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.
+++ For the year ended October 31, 1996.
See Notes to Financial Statements.
53
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
GLOBAL TECHNOLOGY FUND
---------------------------------------------------------
CLASS A CLASS B
------------------------------------------ ----------
YEAR ENDED OCTOBER 31, 5/23/94** 4/22/96**
--------------------------- TO TO
PER SHARE OPERATING PERFORMANCE: 1996 1995 10/31/94 10/31/96
------ ------ -------- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.05 $8.37 $7.14 $11.47
------ ------ ------ ------
Net investment loss***.................................... (0.08) (0.10) (0.01) (0.08)
Net realized and unrealized investment gain (loss)........ (0.92) 4.90 1.08 (0.39)
Net realized and unrealized gain (loss) on
foreign currency transactions........................... 0.05 (0.05) 0.16 0.09
------ ------ ------ ------
Increase (decrease) from investment operations............ (0.95) 4.75 1.23 (0.38)
Dividends paid............................................ (0.02) -- -- --
Distributions from net gain realized...................... (0.77) (0.07) -- --
------ ------ ------ ------
Net increase (decrease) in net asset value................ (1.74) 4.68 1.23 (0.38)
------ ------ ------ ------
Net asset value, end of period $11.31 $13.05 $8.37 $11.09
====== ====== ====== ======
TOTAL RETURN BASED ON NET ASSET
VALUE: (7.33)% 57.31% 17.23% (3.31)%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets............................ 1.75% 1.91% 2.00%+ 2.51%+
Net investment income (loss) to average
net assets.............................................. (0.74)% (0.89)% (0.45)%+ (1.40)%+
Portfolio turnover........................................ 73.00% 87.42% 29.20% 73.00%+++
Average commission rate paid $0.0182 $0.0182+++
Net assets, end of period (000s omitted).................. $499,858 $447,732 $50,719 $18,840
Without management fee waiver and expense
reimbursement***
Net investment loss per share............................. $(0.02)
Ratios:
Expenses to average net assets.......................... 2.18%+
Net investment loss to average net assets............... (0.63)%+
</TABLE>
<TABLE>
<CAPTION>
GLOBAL TECHNOLOGY FUND
- ----------------------------------------------------------------------------------------------------
CLASS D
---------------------------------------
YEAR ENDED OCTOBER 31, 5/23/94**
-------------------------- TO
PER SHARE OPERATING PERFORMANCE: 1996 1995 10/31/94
----- ----- -------
<S> <C> <C> <C>
Net asset value, beginning of period $12.89 $8.34 $7.14
------ ------ ------
Net investment loss***.................................... (0.17) (0.18) (0.04)
Net realized and unrealized investment gain (loss)........ (0.91) 4.85 1.08
Net realized and unrealized gain (loss) on
foreign currency transactions........................... 0.05 (0.05) 0.16
------ ------ ------
Increase (decrease) from investment operations............ (1.03) 4.62 1.20
Dividends paid............................................ -- -- --
Distributions from net gain realized...................... (0.77) (0.07) --
------ ------ ------
Net increase (decrease) in net asset value................ (1.80) 4.55 1.20
------ ------ ------
Net asset value, end of period $11.09 $12.89 $8.34
====== ====== ======
TOTAL RETURN BASED ON NET ASSET
VALUE: (8.07)% 55.95% 16.81%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets............................ 2.52% 2.66% 2.75%+
Net investment income (loss) to average
net assets.............................................. (1.50)% (1.63)% (1.22)%+
Portfolio turnover........................................ 73.00% 87.42% 29.20%
Average commission rate paid $0.0182
Net assets, end of period (000s omitted).................. $197,412 $161,622 $6,499
Without management fee waiver and expense
reimbursement***
Net investment loss per share............................. $(0.06)
Ratios:
Expenses to average net assets.......................... 3.36%+
Net investment loss to average net assets............... (1.83)%+
</TABLE>
- ----------
** Commencement of 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, 1996.
See Notes to Financial Statements.
54
<PAGE>
REPORT OF INDEPENDENT
AUDITORS
================================================================================
THE BOARD OF DIRECTORS AND SHAREHOLDERS,
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.:
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of the International Fund, the Emerging Markets
Growth Fund, the Global Growth Opportunities Fund, the Global Smaller Companies
Fund, and the Global Technology Fund Series of Seligman Henderson Global Fund
Series, Inc. as of October 31, 1996, the related statements of operations for
the year/period then ended and of changes in net assets (1) for each of the
years in the two-year period then ended, for the International Fund, the Global
Smaller Companies Fund, and the Global Technology Fund, (2) for the year then
ended for the Global Growth Opportunities Fund, and (3) for the period May 28,
1996 (commencement of operations) to October 31, 1996, for the Emerging Markets
Growth 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, 1996, 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, 1996, 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.
DELOITTE & TOUCHE LLP
New York, New York
December 2, 1996
================================================================================
55
<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,
J. & W. Seligman & Co. Incorporated
CHAIRMAN, Carbo Ceramics 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
DIRECTOR OR TRUSTEE,
Various Organizations
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
PRESIDENT AND MANAGING DIRECTOR,
J. & W. Seligman & Co. Incorporated
CHAIRMAN, Seligman Data Corp.
- ----------
Member: 1 Executive Committee
2 Audit Committee
3 Director Nominating Committee
================================================================================
56
<PAGE>
- --------------------------------------------------------------------------------
EXECUTIVE OFFICERS
================================================================================
William C. Morris
CHAIRMAN
Brian T. Zino
PRESIDENT
Brian Ashford-Russell
VICE PRESIDENT
Peter Bassett
VICE PRESIDENT
Iain C. Clark
VICE PRESIDENT
Nitin Mehta
VICE PRESIDENT
Arsen Mrakovcic
VICE PRESIDENT
Loris D. Muzzatti
VICE PRESIDENT
Lawrence P. Vogel
VICE PRESIDENT
Paul H. Wick
VICE PRESIDENT
Thomas G. Rose
TREASURER
Frank J. Nasta
SECRETARY
- --------------------------------------------------------------------------------
MANAGER
J.& W. Seligman &Co. Incorporated
100 Park Avenue
New York, NY 10017
GENERAL COUNSEL
Sullivan &Cromwell
INDEPENDENT AUDITORS
Deloitte &Touche LLP
SUBADVISER
Seligman Henderson Co.
100 Park Avenue
New York, NY 10017
GENERAL DISTRIBUTOR
Seligman Financial Services, Inc.
100 Park Avenue
New York, NY 10017
SHAREHOLDER SERVICE AGENT
Seligman Data Corp.
100 Park Avenue
New York, NY 10017
IMPORTANT TELEPHONE NUMBERS
(800) 221-2450 Shareholder Services
(800) 445-1777 Retirement Plan
Services
(800) 622-4597 24-Hour Automated
Telephone Access
Service
================================================================================
<PAGE>
SELIGMAN FINANCIAL SERVICES, INC.
AN AFFILIATE OF
J. & W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1864
100 PARK AVENUE, NEW YORK, NY 10017
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.
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
Part A - Financial highlights for the Seligman Henderson
International Fund:
Class A shares from April 7, 1992 (commencement of
operations) to October 31, 1996;
Class B shares from April 22, 1996 (commencement of
operations) to October 31, 1996;
Class D shares from September 21, 1993 (commencement of
operations) to October 31, 1996.
Financial highlights for the Seligman Henderson Emerging
Markets Growth Fund:
Class A, Class B and Class D shares from May 28, 1996
(commencement of operations) to October 31, 1996.
Financial highlights for the Seligman Henderson Global
Growth Opportunities Fund:
Class A and Class D shares from November 1, 1995
(commencement of operations) to October 31, 1996;
Class B shares from April 22, 1996 (commencement of
operations) to October 31, 1996.
Financial highlights for the Seligman Henderson Global
Smaller Companies Fund:
Class A shares from September 9, 1992 (commencement of
operations) to October 31, 1996;
Class B shares from April 22, 1996 (commencement of
operations) to October 31, 1996;
Class D shares from May 3, 1993 (commencement of operations)
to October 31, 1996.
Financial highlights for the Seligman Henderson Global
Technology Fund:
Class A and Class D shares from May 23, 1994 (commencement
of operations) to October 31, 1996;
Class B shares from April 22, 1996 (commencement of
operations) to October 31, 1996.
Part B - Financial statements are included in the Registrant's Annual
Report to Shareholders, dated October 31, 1996, which is
incorporated by reference in the Statement of Additional
Information. These financial statements are: Portfolios of
Investments as of October 31, 1996; Statements of Assets and
Liabilities as of October 31, 1996; Statements of Operations
for the year ended October 31, 1996; Statements of Changes
in Net Assets for the years ended October 31, 1996 and 1995
for the Seligman Henderson International Fund, the Seligman
Henderson Global Smaller Companies Fund and the Seligman
Henderson Global Technology Fund; for the year ended October
31, 1996 for the Seligman Henderson Global Growth
Opportunities Fund; for the period May 28, 1996
(commencement of operations to October 31, 1996 for the
Seligman Emerging Markets Growth Fund; Notes to Financial
Statements; Financial Highlights from commencement of
operations of each of these five Series through October 31,
1996; Report of Independent Auditors.
(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) Form of Articles of Amendment and Restatement of Articles of
Incorporation of Registrant.*
(2) Amended and Restated By-Laws of Registrant.*
(3) Not applicable.
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (continued)
(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 filed as Exhibit 1 and Exhibit 2,
respectively, of this Post-Effective Amendment No. 23 to the
Registrant's Registration Statement on Form N-1A.
(5a) Revised Management Agreement between the Registrant and J. & W. Seligman
& Co. Incorporated is incorporated by reference to Registrant's
Post-Effective Amendment No. 21, filed on May 20, 1996.
(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 is
incorporated by reference to Registrant's Post-Effective Amendment No.
21, filed on May 20, 1996.
(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.
(7) Matched Accumulation Plan of J. & W. Seligman & Co. Incorporated is
incorporated by reference to Exhibit 7 of Registration Statement No.
2-92487, Post-Effective Amendment No. 21, filed on January 29, 1997.
(7a) Deferred Compensation Plan for Directors of Seligman Group of Funds is
incorporated by reference to Exhibit 7a of Registration Statement No.
2-92487, Post-Effective Amendment No. 21, filed on January 29, 1997.
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (continued)
(8) Custody Agreement, dated May 1, 1996, between Registrant and Morgan
Stanley Trust Company is incorporated by reference to Exhibit 8 of the
Registrant's Post-Effective Amendment No. 22 filed on November 20, 1996.
(9) Recordkeeping Agreement between Registrant and Investors Fiduciary Trust
Company.*
(10) Opinion and Consent of Counsel.*
(11) Consent of Independent Auditors.*
(12) Not applicable.
(13) 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.* 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.
(13a) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Smaller Companies Fund's Class D Shares and J.
& W. Seligman & Co. Incorporated.* 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.
(13b) 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.* 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.
(13c) 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.
(13d) 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 is incorporated
by reference to Registrant's Post-Effective Amendment No. 21, filed on
May 20, 1996.
(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>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (continued)
(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 is incorporated by reference to
Registrant's Post-Effective Amendment No. 21, filed on May 20, 1996.
(16) Schedule for Computation of each Performance Quotation provided in
Registration Statement in response to Item 22.*
(17) Financial Data Schedules 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 January 31, 1997
-------------- ------------------------------
<S> <C> <C>
Seligman Henderson Class A Common Stock (Par Value $.001) 2,758
International Fund Class B Common Stock (Par Value $.001) 264
Class D Common Stock (Par Value $.001) 2,490
Seligman Henderson Class A Common Stock (Par Value $.001) 2,147
Emerging Markets Growth Fund Class B Common Stock (Par Value $.001) 851
Class D Common Stock (Par Value $.001) 1,099
</TABLE>
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (continued)
<TABLE>
<CAPTION>
(1) (2)
Number of Record
Title of Class Holders as of January 31, 1997
-------------- ------------------------------
<S> <C> <C>
Seligman Henderson Global Class A Common Stock (Par Value $.001) 7,031
Growth Opportunities Fund Class B Common Stock (Par Value $.001) 625
Class D Common Stock (Par Value $.001) 2,710
Seligman Henderson Global Class A Common Stock (Par Value $.001) 28,820
Smaller Companies Fund Class B Common Stock (Par Value $.001) 10,415
Class D Common Stock (Par Value $.001) 15,832
Seligman Henderson Global Class A Common Stock (Par Value $.001) 53,689
Technology Fund Class B Common Stock (Par Value $.001) 2,124
Class D Common Stock (Par Value $.001) 17,341
</TABLE>
Item 27. Indemnification
Reference is made to the provisions of Articles Twelfth and
Thirteenth of Registrant's Amended and Restated Articles of
Incorporation filed as Exhibit 24(b)(1) and Article VII of
Registrant's Amended and Restated By-laws filed as Exhibit 24(b)(2)
to this Post-Effective Amendment No. 23 to the Registration
Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised by the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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 Municipal
Fund Series, Inc., Seligman Municipal Series Trust, Seligman New
Jersey Municipal Fund, Inc., Seligman Pennsylvania Municipal Fund
Series, Seligman Portfolios, Inc., Seligman Quality Municipal Fund,
Inc., Seligman Select Municipal Fund, Inc., 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 International 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 each have an investment advisory service
division which provides investment management or advice to private
clients. The list required by this Item 28 of officers and directors
of the Manager and the Subadviser, respectively, together with
information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to
Schedules A and D of Form ADV, filed by the Manager and the
Subadviser, respectively, pursuant to the Investment Advisers Act of
1940 (SEC File No. 801-15798 and SEC File No. 801-40670, filed on
August 7, 1996 and October 2, 1996, respectively).
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (continued)
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 Municipal Fund Series,
Inc., Seligman Municipal Series Trust, Seligman New Jersey
Municipal Fund, Inc., Seligman Pennsylvania Municipal Fund
Series and Seligman Portfolios, Inc..
(b) Name of each director, officer or partner of Registrant's
principal underwriter named in response to Item 21:
Seligman Financial Services, Inc.
As of December 31, 1996
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
William C. Morris* Director Chairman of the Board
and Chief Executive
Officer
Brian T. Zino* Director Director and President
Ronald T. Schroeder* Director Director
Fred E. Brown* Director Director
William H. Hazen* Director None
Thomas G. Moles* Director None
David F. Stein* Director None
Stephen J. Hodgdon* President None
Lawrence P. Vogel* Senior Vice President, Finance Vice President
Ed Lynch* Senior Vice President, Director None
of Marketing
Mark R. Gordon* Senior Vice President, National None
Sales Manager
Business Address with Underwriter with Registrant
Gerald I. Cetrulo, III Senior Vice President of Sales None
140 West Parkway
Pompton Plains, NJ 07444
Bradley W. Larson Senior Vice President of Sales None
367 Bryan Drive
Danville, CA 94526
D. Ian Valentine Senior Vice President of Sales None
307 Braehead Drive
Fredericksburg, VA 22401
Bradley F. Hanson Senior Vice President of Sales, None
9707 Xylon Court Regional Sales Manager
Bloomington, MN 55438
Helen Simon* Vice President, Sales None
Administration Manager
Karen J. Bullot* Vice President, Retirement Plans None
John Carl* Vice President, Marketing None
Marsha E. Jacoby* Vice President, National Accounts None
Manager
William W. Johnson* Vice President, Order Desk None
</TABLE>
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (continued)
Seligman Financial Services, Inc.
As of December 31, 1996
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
James R. Besher Regional Vice President None
14000 Margaux Lane
Town & Country, MO 63017
Bradford C. Davis Regional Vice President None
255 4th Avenue, #2
Kirkland, WA 98033
Christopher J. Derry Regional Vice President None
2380 Mt. Lebanon Church Road
Alvaton, KY 42122
Andrew Draluck Regional Vice President None
4215 N. Civic Center
Blvd #273
Scottsdale, AZ 85251
Jonathan G. Evans Regional Vice President None
222 Fairmont Way
Ft. Lauderdale, FL 33326
Carla A. Goehring Regional Vice President None
11426 Long Pine
Houston, TX 77077
Susan R. Gutterud Regional Vice President None
820 Humboldt, #6
Denver, CO 80218
Mark Lien Regional Vice President None
5904 Mimosa
Sedalia, MO 65301
Randy D. Lierman Regional Vice President None
2627 R.D. Mize Road
Independence, MO 64057
Judith L. Lyon Regional Vice President None
163 Haynes Bridge Road, Ste 205
Alpharetta, CA 30201
David L. Meyncke Regional Vice President None
4718 Orange Grove Way
Palm Harbor, FL 34684
Melinda A. Nawn Regional Vice President None
5850 Squire Hill Court
Cincinnati, OH 45241
Tim O'Connell Regional Vice President None
14872 Summerbreeze Way
San Diego, CA 92128
Juliana Perkins Regional Vice President None
2348 Adrian Street
Newbury Park, CA 91320
Robert H. Ruhm Regional Vice President None
167 Derby Street
Melrose, MA 02176
</TABLE>
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (continued)
Seligman Financial Services, Inc.
As of December 31, 1996
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
Diane H. Snowden Regional Vice President None
11 Thackery Lane
Cherry Hill, NJ 08003
Bruce M. Tuckey Regional Vice President None
41644 Chathman Drive
Novi, MI 48375
Andrew S. Veasey Regional Vice President None
14 Woodside
Rumson, NJ 07760
Kelli A. Wirth-Dumser Regional Vice President None
8618 Hornwood Court
Charlotte, NC 28215
Frank J. Nasta* Secretary Secretary
Aurelia Lacsamana* Treasurer None
Jeffrey S. Dean* Assistant Vice President, None
Annuity Product Manager
Sandra Floris* Assistant Vice President, Order Desk None
Keith Landry* Assistant Vice President, Order Desk None
Frank P. Marino* Assistant Vice President, Mutual
Fund Product Manager None
Joseph M. McGill* Assistant Vice President and None
Compliance Officer
Joyce Peress* Assistant Secretary 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;
(2) Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105; and
(3) Seligman Data Corp.
100 Park Avenue
New York, NY 10017
<PAGE>
File No. 33-44186
811-6485
PART C. OTHER INFORMATION (continued)
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, 1996, 1995 and 1994, the
approximate cost of these services was:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Seligman Henderson International Fund $ 27,000 $ 17,800 $ 6,738
Seligman Henderson Emerging Markets Growth Fund* 6,600 -- --
Seligman Henderson Global Growth Opportunities Fund 38,700 6,000 --
Seligman Henderson Global Smaller Companies Fund 140,600 37,800 12,389
Seligman Henderson Global Technology Fund** 346,700 108,100 476
</TABLE>
* For the period May 28, 1996 (commencement of operations)
to October 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. 23 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 27th day of February, 1997.
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. 23 to its
Registration Statement has been signed below by the following persons in the
capacities indicated on February 27, 1997.
Signature Title
--------- -----
/s/ William C. Morris Chairman of the Board (Principal
- --------------------------------- executive officer) and Director
William C. Morris*
/s/ Brian T. Zino President and Director
- ---------------------------------
Brian T. Zino
/s/ Thomas G. Rose Treasurer (Principal financial and
- --------------------------------- and accounting officer)
Thomas G. Rose
Fred E. Brown, Director )
Alice S. Ilchman, Director )
John E. Merow, Director ) /s/ Brian T. Zino
Betsy S. Michel, Director ) ----------------------------------------
James C. Pitney, Director ) Brian T. Zino, Attorney-in-fact*
James Q. Riordan, Director )
Ronald T. Schroeder, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )
<PAGE>
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
POST-EFFECTIVE AMENDMENT NO. 23
EXHIBIT INDEX
Form N-1A Item No. Description
- ------------------ -----------
24(b)(1) Amended and Restated Articles of Incorporation
24(b)(2) Amended and Restated By-laws
24(b)(9) Recordkeeping Agreement
24(b)(10) Opinion and Consent of Counsel
24(b)(11) Consent of Independent Auditors
24(b)(13) Form of Purchase Agreement of Seligman Henderson
International Fund's Class A and Class D Shares
24(b)(13)(a) Form of Purchase Agreement of Seligman Henderson
Global Smaller Companies Fund's Class D Shares
24(b)(13)(b) Form of Purchase Agreement of Seligman Henderson
Global Technology Fund's Class A and Class D Shares
24(b)(16) Performance Data Schedules
24(b)(17) Financial Data Schedules
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>011
<NAME> SELIGMAN HENDERSON INTERNATIONAL FUND CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 94249
<INVESTMENTS-AT-VALUE> 100008
<RECEIVABLES> 1021
<ASSETS-OTHER> 1990
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 103019
<PAYABLE-FOR-SECURITIES> 403
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 858
<TOTAL-LIABILITIES> 1261
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 91893
<SHARES-COMMON-STOCK> 2970<F1>
<SHARES-COMMON-PRIOR> 2918<F1>
<ACCUMULATED-NII-CURRENT> (11)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3944
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5932
<NET-ASSETS> 50998<F1>
<DIVIDEND-INCOME> 990<F1>
<INTEREST-INCOME> 110<F1>
<OTHER-INCOME> (53)<F1>
<EXPENSES-NET> (955)<F1>
<NET-INVESTMENT-INCOME> 92<F1>
<REALIZED-GAINS-CURRENT> 5351
<APPREC-INCREASE-CURRENT> 1386
<NET-CHANGE-FROM-OPS> 6580
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 2690<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1785<F1>
<NUMBER-OF-SHARES-REDEEMED> (1840)<F1>
<SHARES-REINVESTED> 107<F1>
<NET-CHANGE-IN-ASSETS> 21722
<ACCUMULATED-NII-PRIOR> (9)
<ACCUMULATED-GAINS-PRIOR> 3398
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 526<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (955)<F1>
<AVERAGE-NET-ASSETS> 52607<F1>
<PER-SHARE-NAV-BEGIN> 16.71<F1>
<PER-SHARE-NII> .05<F1>
<PER-SHARE-GAIN-APPREC> 1.33<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.92)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 17.17<F1>
<EXPENSE-RATIO> 1.81<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>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>012
<NAME> SELIGMAN HENDERSON INTERNATIONAL FUND CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 94249
<INVESTMENTS-AT-VALUE> 100008
<RECEIVABLES> 1021
<ASSETS-OTHER> 1990
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 103019
<PAYABLE-FOR-SECURITIES> 403
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 858
<TOTAL-LIABILITIES> 1261
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 91893
<SHARES-COMMON-STOCK> 170<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (11)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3944
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5932
<NET-ASSETS> 2843<F1>
<DIVIDEND-INCOME> 17<F1>
<INTEREST-INCOME> 2<F1>
<OTHER-INCOME> (1)<F1>
<EXPENSES-NET> (21)<F1>
<NET-INVESTMENT-INCOME> (3)<F1>
<REALIZED-GAINS-CURRENT> 5351
<APPREC-INCREASE-CURRENT> 1386
<NET-CHANGE-FROM-OPS> 6580
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 170<F1>
<NUMBER-OF-SHARES-REDEEMED> 0<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 21722
<ACCUMULATED-NII-PRIOR> (9)
<ACCUMULATED-GAINS-PRIOR> 3398
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (21)<F1>
<AVERAGE-NET-ASSETS> 1522<F1>
<PER-SHARE-NAV-BEGIN> 17.38<F1>
<PER-SHARE-NII> (.03)<F1>
<PER-SHARE-GAIN-APPREC> (.61)<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.74<F1>
<EXPENSE-RATIO> 2.66<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class B only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>014
<NAME> SELIGMAN HENDERSON INTERNATIONAL FUND CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 94249
<INVESTMENTS-AT-VALUE> 100008
<RECEIVABLES> 1021
<ASSETS-OTHER> 1990
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 103019
<PAYABLE-FOR-SECURITIES> 403
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 858
<TOTAL-LIABILITIES> 1261
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 91893
<SHARES-COMMON-STOCK> 2863<F1>
<SHARES-COMMON-PRIOR> 1903<F1>
<ACCUMULATED-NII-CURRENT> (11)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3944
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5932
<NET-ASSETS> 47917<F1>
<DIVIDEND-INCOME> 846<F1>
<INTEREST-INCOME> 87<F1>
<OTHER-INCOME> (45)<F1>
<EXPENSES-NET> (1134)<F1>
<NET-INVESTMENT-INCOME> (246)<F1>
<REALIZED-GAINS-CURRENT> 5351
<APPREC-INCREASE-CURRENT> 1386
<NET-CHANGE-FROM-OPS> 6580
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (1873)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1461<F1>
<NUMBER-OF-SHARES-REDEEMED> (602)<F1>
<SHARES-REINVESTED> 101<F1>
<NET-CHANGE-IN-ASSETS> 21722
<ACCUMULATED-NII-PRIOR> (9)
<ACCUMULATED-GAINS-PRIOR> 3398
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 429<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (1134)<F1>
<AVERAGE-NET-ASSETS> 42905<F1>
<PER-SHARE-NAV-BEGIN> 16.43<F1>
<PER-SHARE-NII> (.08)<F1>
<PER-SHARE-GAIN-APPREC> 1.31<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.92)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.74<F1>
<EXPENSE-RATIO> 2.64<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>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>051
<NAME> SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> MAY-28-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 41301
<INVESTMENTS-AT-VALUE> 40390
<RECEIVABLES> 1189
<ASSETS-OTHER> 3604
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 45183
<PAYABLE-FOR-SECURITIES> 863
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 251
<TOTAL-LIABILITIES> 1114
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 45886
<SHARES-COMMON-STOCK> 2931<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (1)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (910)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (906)
<NET-ASSETS> 19864<F1>
<DIVIDEND-INCOME> 61<F1>
<INTEREST-INCOME> 46<F1>
<OTHER-INCOME> (21)<F1>
<EXPENSES-NET> (156)<F1>
<NET-INVESTMENT-INCOME> (70)<F1>
<REALIZED-GAINS-CURRENT> (910)
<APPREC-INCREASE-CURRENT> (906)
<NET-CHANGE-FROM-OPS> (2024)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3217<F1>
<NUMBER-OF-SHARES-REDEEMED> (286)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 44069
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 87<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (212)<F1>
<AVERAGE-NET-ASSETS> 16459<F1>
<PER-SHARE-NAV-BEGIN> 7.14<F1>
<PER-SHARE-NII> (.02)<F1>
<PER-SHARE-GAIN-APPREC> (.34)<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.78<F1>
<EXPENSE-RATIO> 2.22<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>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>052
<NAME> SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> MAY-28-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 41301
<INVESTMENTS-AT-VALUE> 40390
<RECEIVABLES> 1189
<ASSETS-OTHER> 3604
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 45183
<PAYABLE-FOR-SECURITIES> 863
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 251
<TOTAL-LIABILITIES> 1114
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 45886
<SHARES-COMMON-STOCK> 1559<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (1)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (910)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (906)
<NET-ASSETS> 10541<F1>
<DIVIDEND-INCOME> 30<F1>
<INTEREST-INCOME> 22<F1>
<OTHER-INCOME> (9)<F1>
<EXPENSES-NET> (102)<F1>
<NET-INVESTMENT-INCOME> (59)<F1>
<REALIZED-GAINS-CURRENT> (910)
<APPREC-INCREASE-CURRENT> (906)
<NET-CHANGE-FROM-OPS> (2024)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1592<F1>
<NUMBER-OF-SHARES-REDEEMED> (33)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 44069
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 43<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (129)<F1>
<AVERAGE-NET-ASSETS> 7977<F1>
<PER-SHARE-NAV-BEGIN> 7.14<F1>
<PER-SHARE-NII> (.04)<F1>
<PER-SHARE-GAIN-APPREC> (.34)<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.76<F1>
<EXPENSE-RATIO> 3.00<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class B only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>054
<NAME> SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> MAY-28-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 41301
<INVESTMENTS-AT-VALUE> 40390
<RECEIVABLES> 1189
<ASSETS-OTHER> 3604
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 45183
<PAYABLE-FOR-SECURITIES> 863
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 251
<TOTAL-LIABILITIES> 1114
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 45886
<SHARES-COMMON-STOCK> 2021<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (1)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (910)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (906)
<NET-ASSETS> 13664<F1>
<DIVIDEND-INCOME> 40<F1>
<INTEREST-INCOME> 29<F1>
<OTHER-INCOME> (13)<F1>
<EXPENSES-NET> (135)<F1>
<NET-INVESTMENT-INCOME> (79)<F1>
<REALIZED-GAINS-CURRENT> (910)
<APPREC-INCREASE-CURRENT> (906)
<NET-CHANGE-FROM-OPS> (2024)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2135<F1>
<NUMBER-OF-SHARES-REDEEMED> (114)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 44069
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 56<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (171)<F1>
<AVERAGE-NET-ASSETS> 10567<F1>
<PER-SHARE-NAV-BEGIN> 7.14<F1>
<PER-SHARE-NII> (.04)<F1>
<PER-SHARE-GAIN-APPREC> (.34)<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.76<F1>
<EXPENSE-RATIO> 3.00<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>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>041
<NAME> SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 152919
<INVESTMENTS-AT-VALUE> 167068
<RECEIVABLES> 1806
<ASSETS-OTHER> 6828
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 175702
<PAYABLE-FOR-SECURITIES> 4136
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1260
<TOTAL-LIABILITIES> 5396
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 156357
<SHARES-COMMON-STOCK> 13306<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (2)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (266)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14217
<NET-ASSETS> 107509<F1>
<DIVIDEND-INCOME> 1057<F1>
<INTEREST-INCOME> 202<F1>
<OTHER-INCOME> (5)<F1>
<EXPENSES-NET> (1739)<F1>
<NET-INVESTMENT-INCOME> (485)<F1>
<REALIZED-GAINS-CURRENT> (266)
<APPREC-INCREASE-CURRENT> 14216
<NET-CHANGE-FROM-OPS> 12939
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16113<F1>
<NUMBER-OF-SHARES-REDEEMED> (2807)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 170306
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 911<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (1741)<F1>
<AVERAGE-NET-ASSETS> 91113<F1>
<PER-SHARE-NAV-BEGIN> 7.14<F1>
<PER-SHARE-NII> (.03)<F1>
<PER-SHARE-GAIN-APPREC> .97<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.08<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>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>042
<NAME> SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 152919
<INVESTMENTS-AT-VALUE> 167068
<RECEIVABLES> 1806
<ASSETS-OTHER> 6828
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 175702
<PAYABLE-FOR-SECURITIES> 4136
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1260
<TOTAL-LIABILITIES> 5396
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 156357
<SHARES-COMMON-STOCK> 1154<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (2)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (266)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14217
<NET-ASSETS> 9257<F1>
<DIVIDEND-INCOME> 36<F1>
<INTEREST-INCOME> 5<F1>
<OTHER-INCOME> (9)<F1>
<EXPENSES-NET> (74)<F1>
<NET-INVESTMENT-INCOME> (42)<F1>
<REALIZED-GAINS-CURRENT> (266)
<APPREC-INCREASE-CURRENT> 14216
<NET-CHANGE-FROM-OPS> 12939
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1179<F1>
<NUMBER-OF-SHARES-REDEEMED> (25)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 170306
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 29<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (74)<F1>
<AVERAGE-NET-ASSETS> 5576<F1>
<PER-SHARE-NAV-BEGIN> 8.04<F1>
<PER-SHARE-NII> (.04)<F1>
<PER-SHARE-GAIN-APPREC> .02<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.02<F1>
<EXPENSE-RATIO> 2.53<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class B only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>044
<NAME> SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 152919
<INVESTMENTS-AT-VALUE> 167068
<RECEIVABLES> 1806
<ASSETS-OTHER> 6828
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 175702
<PAYABLE-FOR-SECURITIES> 4136
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1260
<TOTAL-LIABILITIES> 5396
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 156357
<SHARES-COMMON-STOCK> 6679<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (2)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (266)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14217
<NET-ASSETS> 53540<F1>
<DIVIDEND-INCOME> 457<F1>
<INTEREST-INCOME> 80<F1>
<OTHER-INCOME> (12)<F1>
<EXPENSES-NET> (1009)<F1>
<NET-INVESTMENT-INCOME> (484)<F1>
<REALIZED-GAINS-CURRENT> (266)
<APPREC-INCREASE-CURRENT> 14216
<NET-CHANGE-FROM-OPS> 12939
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7534<F1>
<NUMBER-OF-SHARES-REDEEMED> (855)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 170306
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 379<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (1007)<F1>
<AVERAGE-NET-ASSETS> 37835<F1>
<PER-SHARE-NAV-BEGIN> 7.14<F1>
<PER-SHARE-NII> (.09)<F1>
<PER-SHARE-GAIN-APPREC> .97<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.02<F1>
<EXPENSE-RATIO> 2.67<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>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>021
<NAME> SELIGMAN HENDERSON GLOBAL SMALLER COS FUND CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 686089
<INVESTMENTS-AT-VALUE> 714317
<RECEIVABLES> 11157
<ASSETS-OTHER> 23749
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 749223
<PAYABLE-FOR-SECURITIES> 4181
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5238
<TOTAL-LIABILITIES> 9419
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 675478
<SHARES-COMMON-STOCK> 23142<F1>
<SHARES-COMMON-PRIOR> 7372<F1>
<ACCUMULATED-NII-CURRENT> (7)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 35628
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28705
<NET-ASSETS> 350359<F1>
<DIVIDEND-INCOME> 3231<F1>
<INTEREST-INCOME> 672<F1>
<OTHER-INCOME> (98)<F1>
<EXPENSES-NET> (3866)<F1>
<NET-INVESTMENT-INCOME> (61)<F1>
<REALIZED-GAINS-CURRENT> 38210
<APPREC-INCREASE-CURRENT> 8352
<NET-CHANGE-FROM-OPS> 44881
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (7753)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 19688<F1>
<NUMBER-OF-SHARES-REDEEMED> (4461)<F1>
<SHARES-REINVESTED> 543<F1>
<NET-CHANGE-IN-ASSETS> 551777
<ACCUMULATED-NII-PRIOR> (5)
<ACCUMULATED-GAINS-PRIOR> 13465
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2212<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (3866)<F1>
<AVERAGE-NET-ASSETS> 221318<F1>
<PER-SHARE-NAV-BEGIN> 13.90<F1>
<PER-SHARE-NII> 0<F1>
<PER-SHARE-GAIN-APPREC> 2.20<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.96)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.14<F1>
<EXPENSE-RATIO> 1.75<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>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>022
<NAME> SELIGMAN HENDERSON GLOBAL SMALLER COS FUND CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 686089
<INVESTMENTS-AT-VALUE> 714317
<RECEIVABLES> 11157
<ASSETS-OTHER> 23749
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 749223
<PAYABLE-FOR-SECURITIES> 4181
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5238
<TOTAL-LIABILITIES> 9419
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 675478
<SHARES-COMMON-STOCK> 7065<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (7)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 35628
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28705
<NET-ASSETS> 103968<F1>
<DIVIDEND-INCOME> 403<F1>
<INTEREST-INCOME> 68<F1>
<OTHER-INCOME> 20<F1>
<EXPENSES-NET> (687)<F1>
<NET-INVESTMENT-INCOME> (196)<F1>
<REALIZED-GAINS-CURRENT> 38210
<APPREC-INCREASE-CURRENT> 8352
<NET-CHANGE-FROM-OPS> 44881
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7148<F1>
<NUMBER-OF-SHARES-REDEEMED> (83)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 551777
<ACCUMULATED-NII-PRIOR> (5)
<ACCUMULATED-GAINS-PRIOR> 13465
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 273<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (687)<F1>
<AVERAGE-NET-ASSETS> 51483<F1>
<PER-SHARE-NAV-BEGIN> 14.44<F1>
<PER-SHARE-NII> (.06)<F1>
<PER-SHARE-GAIN-APPREC> .34<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.72<F1>
<EXPENSE-RATIO> 2.54<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class B only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>024
<NAME> SELIGMAN HENDERSON GLOBAL SMALLER COS FUND CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 686089
<INVESTMENTS-AT-VALUE> 714317
<RECEIVABLES> 11157
<ASSETS-OTHER> 23749
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 749223
<PAYABLE-FOR-SECURITIES> 4181
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5238
<TOTAL-LIABILITIES> 9419
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 675478
<SHARES-COMMON-STOCK> 19400<F1>
<SHARES-COMMON-PRIOR> 6274<F1>
<ACCUMULATED-NII-CURRENT> (7)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 35628
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28705
<NET-ASSETS> 285477<F1>
<DIVIDEND-INCOME> 2613<F1>
<INTEREST-INCOME> 545<F1>
<OTHER-INCOME> (81)<F1>
<EXPENSES-NET> (4501)<F1>
<NET-INVESTMENT-INCOME> (1424)<F1>
<REALIZED-GAINS-CURRENT> 38210
<APPREC-INCREASE-CURRENT> 8352
<NET-CHANGE-FROM-OPS> 44881
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (6616)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14653<F1>
<NUMBER-OF-SHARES-REDEEMED> (2009)<F1>
<SHARES-REINVESTED> 482<F1>
<NET-CHANGE-IN-ASSETS> 551777
<ACCUMULATED-NII-PRIOR> (5)
<ACCUMULATED-GAINS-PRIOR> 13465
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1795<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (4501)<F1>
<AVERAGE-NET-ASSETS> 179630<F1>
<PER-SHARE-NAV-BEGIN> 13.63<F1>
<PER-SHARE-NII> (.11)<F1>
<PER-SHARE-GAIN-APPREC> 2.16<F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.96)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.72<F1>
<EXPENSE-RATIO> 2.51<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>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>031
<NAME> SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 683882
<INVESTMENTS-AT-VALUE> 701806
<RECEIVABLES> 16027
<ASSETS-OTHER> 6226
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 724059
<PAYABLE-FOR-SECURITIES> 3178
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4771
<TOTAL-LIABILITIES> 7949
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 714655
<SHARES-COMMON-STOCK> 44189<F1>
<SHARES-COMMON-PRIOR> 34318<F1>
<ACCUMULATED-NII-CURRENT> (4)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (16564)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18023
<NET-ASSETS> 499858<F1>
<DIVIDEND-INCOME> 2358<F1>
<INTEREST-INCOME> 2764<F1>
<OTHER-INCOME> (134)<F1>
<EXPENSES-NET> (8870)<F1>
<NET-INVESTMENT-INCOME> (3882)<F1>
<REALIZED-GAINS-CURRENT> (13721)
<APPREC-INCREASE-CURRENT> (29262)
<NET-CHANGE-FROM-OPS> (49893)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (734)<F1>
<DISTRIBUTIONS-OF-GAINS> (29793)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 21684<F1>
<NUMBER-OF-SHARES-REDEEMED> (14280)<F1>
<SHARES-REINVESTED> 2467<F1>
<NET-CHANGE-IN-ASSETS> 106756
<ACCUMULATED-NII-PRIOR> 671
<ACCUMULATED-GAINS-PRIOR> 37811
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5060<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (8870)<F1>
<AVERAGE-NET-ASSETS> 505941<F1>
<PER-SHARE-NAV-BEGIN> 13.05<F1>
<PER-SHARE-NII> (.08)<F1>
<PER-SHARE-GAIN-APPREC> (.87)<F1>
<PER-SHARE-DIVIDEND> (.02)<F1>
<PER-SHARE-DISTRIBUTIONS> (.77)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.31<F1>
<EXPENSE-RATIO> 1.75<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>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>032
<NAME> SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 683882
<INVESTMENTS-AT-VALUE> 701806
<RECEIVABLES> 16027
<ASSETS-OTHER> 6226
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 724059
<PAYABLE-FOR-SECURITIES> 3178
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4771
<TOTAL-LIABILITIES> 7949
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 714655
<SHARES-COMMON-STOCK> 1698<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (4)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (16564)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18023
<NET-ASSETS> 18840<F1>
<DIVIDEND-INCOME> 37<F1>
<INTEREST-INCOME> 21<F1>
<OTHER-INCOME> 4<F1>
<EXPENSES-NET> (132)<F1>
<NET-INVESTMENT-INCOME> (70)<F1>
<REALIZED-GAINS-CURRENT> (13721)
<APPREC-INCREASE-CURRENT> (29262)
<NET-CHANGE-FROM-OPS> (49893)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0<F1>
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1733<F1>
<NUMBER-OF-SHARES-REDEEMED> (35)<F1>
<SHARES-REINVESTED> 0<F1>
<NET-CHANGE-IN-ASSETS> 106756
<ACCUMULATED-NII-PRIOR> 671
<ACCUMULATED-GAINS-PRIOR> 37811
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 53<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (132)<F1>
<AVERAGE-NET-ASSETS> 10028<F1>
<PER-SHARE-NAV-BEGIN> 11.47<F1>
<PER-SHARE-NII> (.08)<F1>
<PER-SHARE-GAIN-APPREC> (.30)<F1>
<PER-SHARE-DIVIDEND> 0<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.09<F1>
<EXPENSE-RATIO> 2.51<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class B only. All other data are fund level.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER>034
<NAME> SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND CLASS D
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 683882
<INVESTMENTS-AT-VALUE> 701806
<RECEIVABLES> 16027
<ASSETS-OTHER> 6226
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 724059
<PAYABLE-FOR-SECURITIES> 3178
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4771
<TOTAL-LIABILITIES> 7949
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 714655
<SHARES-COMMON-STOCK> 17794<F1>
<SHARES-COMMON-PRIOR> 12543<F1>
<ACCUMULATED-NII-CURRENT> (4)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (16564)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18023
<NET-ASSETS> 197412<F1>
<DIVIDEND-INCOME> 919<F1>
<INTEREST-INCOME> 1056<F1>
<OTHER-INCOME> (48)<F1>
<EXPENSES-NET> (4885)<F1>
<NET-INVESTMENT-INCOME> (2958)<F1>
<REALIZED-GAINS-CURRENT> (13721)
<APPREC-INCREASE-CURRENT> (29262)
<NET-CHANGE-FROM-OPS> (49893)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0<F1>
<DISTRIBUTIONS-OF-GAINS> (10861)<F1>
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11346<F1>
<NUMBER-OF-SHARES-REDEEMED> (7014)<F1>
<SHARES-REINVESTED> 919<F1>
<NET-CHANGE-IN-ASSETS> 106756
<ACCUMULATED-NII-PRIOR> 671
<ACCUMULATED-GAINS-PRIOR> 37811
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1941<F1>
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (4885)<F1>
<AVERAGE-NET-ASSETS> 194059<F1>
<PER-SHARE-NAV-BEGIN> 12.89<F1>
<PER-SHARE-NII> (.17)<F1>
<PER-SHARE-GAIN-APPREC> (.86)<F1>
<PER-SHARE-DIVIDEND> 0<F1>
<PER-SHARE-DISTRIBUTIONS> (.77)<F1>
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.09<F1>
<EXPENSE-RATIO> 2.52<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
</TABLE>
<PAGE>
EXHIBIT 99.11
Ex-24.(b)(11)
Consent of Independent Auditors
CONSENT OF INDEPENDENT AUDITORS
Seligman Henderson Global Fund Series, Inc.:
We consent to the use in Post-Effective Amendment No. 23 to Registration
Statement No. 33-44186 of our report dated December 2, 1996, appearing in the
Annual Report to shareholders for the year ended October 31, 1996, incorporated
by reference in the Statement of Additional Information, and to the reference to
us under the caption "Financial Highlights" in the Prospectus, which is also
part of such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
February 24, 1997
<PAGE>
EXHIBIT 24.(b)(1)
[The text of this Exhibit is a composite restatement of all charter
documents of the Registrant currently on file with the State Department of
Assessments and Taxation of the State of Maryland (the "Filed Documents").
For clarity of presentation, each of the Seligman Henderson International
Fund Class, the Seligman Henderson Emerging Markets Growth Fund Class, the
Seligman Henderson Global Growth Opportunities Fund Class, the Seligman
Henderson Global Smaller Companies Fund Class and the Seligman Henderson
Global Technology Fund Class is referred to in this restatement as a
"Series" although in the Filed Documents each is referred to as a
"Class".]
ARTICLES OF AMENDMENT AND RESTATEMENT
of
ARTICLES OF INCORPORATION
of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
FIRST: I, the subscriber, Linda A. Mahon, whose post office address
is 130 Liberty Street, New York, New York 10006, being more than 18 years of
age, do, under and by virtue of the General Laws of the State of Maryland
authorizing the formation of corporations, form a corporation.
SECOND: Name. The name of the corporation (which is hereinafter
called the "Corporation") is
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
THIRD: Purposes and Powers. The purposes for which the Corporation
is formed and the business or objects to be carried on or promoted by it are to
engage in the business of an investment company, and in connection therewith, to
hold part or all of its funds in cash, to acquire by purchase, subscription,
contract, exchange or otherwise, and to own, hold for investment, resale or
otherwise, sell, assign, negotiate, exchange, transfer or otherwise dispose of,
or turn to account or realize upon, and generally to deal in and with, all forms
of stocks, bonds, debentures, notes, evidences of interest, evidences of
indebtedness, warrants, certificates of deposit, bankers' acceptances,
repurchase agreements, options on securities and other securities, commodity
futures contracts and options thereon, irrespective of their form, the name by
which they may be described, or the character or form of the entities by which
they are issued or created (hereinafter sometimes called "Securities"), and to
make payment therefor by any lawful means; to exercise any and all rights,
powers and privileges of individual ownership or interest in respect of any and
all such Securities, including the right to vote thereon and to consent and
otherwise act with respect thereto; to do any and all acts and things for the
preservation, protection, improvement and enhancement in value of any and all
such Securities; to acquire or become interested in any such Securities as
aforesaid, irrespective of whether or not such Securities be fully paid or
subject to further payments, and to make payments thereon as called for or in
advance of calls or otherwise;
<PAGE>
And, in general, to do any or all such other things in connection
with the objects and purposes of the Corporation hereinbefore set forth, as are,
in the opinion of the Board of Directors of the Corporation, necessary,
incidental, relative or conducive to the attainment of such objects and
purposes; and to do such acts and things; and to exercise any and all such
powers to the same extent authorized or permitted to a Corporation under any
laws that may be now or hereafter applicable or available to the Corporation.
In addition, the Corporation may issue, sell, acquire through
purchase, exchange, or otherwise hold, dispose of, resell, transfer, reissue or
cancel shares of its capital stock in any manner and to the extent now or
hereafter permitted by the laws of Maryland and by these Articles of
Incorporation.
The foregoing matters shall each be construed as purposes, objects
and powers, and none of such matters shall be in any wise limited by reference
to, or inference from, any other of such matters or any other Article of these
Articles of Incorporation, but shall be regarded as independent purposes,
objects and powers and the enumeration of specific purposes, objects and powers
shall not be construed to limit or restrict in any manner the meaning of general
terms or the general powers of the Corporation now or hereafter conferred by the
laws of the State of Maryland, nor shall the expression of one thing be deemed
to exclude another, although it be of like nature, not expressed.
Nothing herein contained shall be construed as giving the
Corporation any rights, powers or privileges not permitted to it by law.
FOURTH: Principal Office. The post office address of the principal
office of the Corporation in this State is c/o The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202. The resident agent of
the Corporation is The Corporation Trust Incorporated, the post office address
of which is 32 South Street, Baltimore, Maryland 21202. Said resident agent is a
Corporation of the State of Maryland.
FIFTH: Capital Stock. A. The total number of shares of all
classes of stock which the Corporation has authority to issue is
2,000,000,000 shares of common stock ("Shares") of the par value of $.001
each having an aggregate par value of $2,000,000.00. The Shares shall
initially constitute five series known as:
"Seligman Henderson International Fund Class", consisting of 400,000,000 shares;
"Seligman Henderson Emerging Markets Growth Fund Class", consisting of
100,000,000 shares;
"Seligman Henderson Global Growth Opportunities Fund Class", consisting of
500,000,000 shares;
"Seligman Henderson Global Smaller Companies Fund Class", consisting of
500,000,000 shares; and
"Seligman Henderson Global Technology Fund Class", consisting of 500,000,000
shares
(such five series, together with any further series of Shares from time to time
created by the Board of Directors, being herein referred to as "Series"). The
Board of Directors of the Corporation shall have the power and authority to
further classify or reclassify any unissued shares from time to time by setting
or changing the preferences, conversion or other rights, voting powers,
restrictions, limitations as to
-2-
<PAGE>
dividends, qualifications, or terms or conditions of redemption of such unissued
Shares. Upon the creation of any further series, the Board of Directors shall,
for purposes of identification, also have the power and authority to designate a
name for the existing series that includes issued Shares of Common Stock.
B. A description of the relative preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of all Series of Shares is as follows,
unless otherwise set forth in Articles Supplementary filed with the Maryland
State Department of Assessments and Taxation describing any further Series from
time to time created by the Board of Directors:
(i) Assets Belonging to Series. All consideration received by the
Corporation for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong to
that Series for all purposes, subject only to the rights of creditors, and
shall be so recorded upon the books of the account of the Corporation.
Such consideration, assets, income, earnings, profits and proceeds,
including any proceeds derived from the sale, exchange or liquidation of
such assets, and any funds or payments derived from any reinvestment of
such proceeds, in whatever form the same may be, together with any General
Items (as hereinafter defined) allocated to that Series as provided in the
following sentence, are herein referred to as "assets belonging to" that
Series. In the event that there are any assets, income, earnings, profits
or proceeds thereof, funds or payments which are not readily identifiable
as belonging to any particular Series (collectively "General Items"), the
Board of Directors shall allocate such General Items to and among any one
or more of the Series created from time to time in such manner and on such
basis as it, in its sole discretion, deems fair and equitable; and any
General Items so allocated to a particular Series shall belong to that
Series. Each such allocation by the Board of Directors shall be conclusive
and binding upon the stockholders of all Series for all purposes.
(ii) Liabilities Belonging to Series. The assets belonging to each
particular Series shall be charged with the liabilities of the Corporation
in respect of that Series and with all expenses, costs, charges and
reserves attributable to that Series, and shall be so recorded upon the
books of account of the Corporation. Such liabilities, expenses, costs,
charges and reserves, together with any General Items (as hereinafter
defined) allocated to that Series as provided in the following sentence,
so charged to that Series are herein referred to as "liabilities belonging
to" that Series. In the event there are any general liabilities, expenses,
costs, charges or reserves of the Corporation which are not readily
identifiable as belonging to any particular Series (collectively "General
Items"), the Board of Directors shall allocate and charge such General
Items to and among any one or more of the Series created from time to time
in such manner and on such basis as the Board of Directors in its sole
discretion deems fair and equitable; and any General Items so allocated
and charged to a particular Series shall belong to that Series. Each such
allocation by the Board of Directors shall be conclusive and binding upon
the stockholders of all Series for all purposes.
-3-
<PAGE>
(iii) Dividends. Dividends and distributions on Shares of a
particular Series may be paid to the holders of Shares of that Series at
such times, in such manner and from such of the income and capital gains,
accrued or realized, from the assets belonging to that Series, after
providing for actual and accrued liabilities belonging to that Series, as
the Board of Directors may determine.
(iv) Liquidation. In event of the liquidation or dissolution of the
Corporation, the stockholders of each Series that has been created shall
be entitled to receive, as a Series, when and as declared by the Board of
Directors, the excess of the assets belonging to that Series over the
liabilities belonging to that Series. The assets so distributable to the
stockholders of any particular Series shall be distributed among such
stockholders in proportion to the number of Shares of that Series held by
them and recorded on the books of the Corporation.
(v) Voting. On each matter submitted to vote of the stockholders,
each holder of a Share shall be entitled to one vote for each such Share
standing in his name on the books of the Corporation irrespective of the
Series thereof and all Shares of all Series shall vote as a single class
("Single Series Voting"); provided, however, that (a) as to any matter
with respect to which a separate vote of any Series is required by the
Investment Company Act of 1940 or would be required under the Maryland
General Corporation Law, such requirements as to a separate vote by that
Series shall apply in lieu of Single Series Voting as described above; (b)
in the event that the separate vote requirements referred to in (a) above
apply with respect to one or more Series, then, subject to (c) below, the
Shares of all other Series shall vote as a single class; and (c) as to any
matter which does not affect the interest of a particular Series, only the
holders of Shares of the one or more affected Series shall be entitled to
vote.
(vi) Equality. All Shares of each particular Series shall represent
an equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share of
any particular Series shall be equal to each other Share of that Series;
but the provisions of this sentence shall not restrict any distinctions
permissible under these Articles of Incorporation that may exist with
respect to stockholder elections to receive dividends or distributions in
cash or Shares of the same Series or that may otherwise exist with respect
to dividends and distributions on Shares of the same Series.
C. No holder of shares shall be entitled as such, as a matter
of right, to purchase or subscribe for any part of any new or additional
issue of shares or securities of the Corporation.
All shares now or hereafter authorized, and of any Series, shall be
"subject to redemption" and "redeemable", in the sense used in the General Laws
of the State of Maryland authorizing the formation of corporations, at the
redemption or repurchase price for shares of that Series, determined in the
manner set out in these Articles of Incorporation or in any amendment thereto.
In the absence of any contrary specification as to the purpose for which Shares
are repurchased by it, all Shares so repurchased shall be deemed to be "acquired
for retirement" in the sense contemplated by the laws of the State of Maryland.
Shares retired by repurchase or retired by redemption shall thereafter have the
status of authorized but unissued Shares of the Corporation.
All persons who shall acquire Shares shall acquire the same subject
to the provisions of these Articles of Incorporation.
-4-
<PAGE>
D. The terms of each Series as further set by the Board of
Directors are as follows:
(1) The common stock of each Series shall have three sub-classes of
shares, which shall be designated Class A Common Stock Class B Common Stock and
Class D Common Stock. The number of authorized shares of Class A Common Stock,
of Class B Common Stock and of Class D Common Stock of each Series shall each
consist of the sum of x and y where: x equals the issued and outstanding shares
of such sub-class; and y equals one-third of the authorized but unissued shares
of Common Stock of all sub-classes of that particular class; provided that at
all times the aggregate authorized, issued and outstanding shares of Class A,
Class B and Class D Common Stock of a particular Series shall not exceed the
authorized number of shares of Common Stock of that Series (i.e., 500,000,000
shares of common stock for each Series, except the Seligman Henderson
International Fund Class which consists of 400,000,000 shares of common stock
and the Seligman Henderson Emerging Markets Growth Fund Class which consists of
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 a Series shall be referred to herein individually as a "Class" and
collectively, together with any further sub-class or sub-classes from time to
time established, as the "Classes."
(2) All Classes shall represent the same interest in the Corporation
and have identical voting, dividend, liquidation, and other rights; provided,
however, that notwithstanding anything in the charter of the Corporation to the
contrary:
(a) Class A Shares may be subject to such front-end sales
loads as may be established by the Board of Directors from time to
time in accordance with the Investment Company Act of 1940, as
amended (the "Investment Company Act") and applicable rules and
regulations of the National Association of Securities Dealers, Inc.
(the "NASD").
(b) Class B shares may be subject to such contingent deferred
sales charges as may be established from time by time by the Board
of Directors in accordance with the Investment Company Act and
applicable rules and regulations of the NASD. Subject to subsection
(e) 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.
(c) 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.
(d) 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
-5-
<PAGE>
be appropriately reflected (in the manner determined by the Board of
Directors) in the net asset value, dividends, distribution and
liquidation rights of the shares of that Class.
(e) At such time as shall be permitted under the Investment
Company Act, any applicable rules and regulations thereunder and the
provisions of any exemptive order applicable to the Corporation, and
as may be determined by the Board of Directors and disclosed in the
then current prospectus for a Series, shares of a particular Class
of a Series may be automatically converted into shares of another
Class of a Series; provided, however, that such conversion shall be
subject to the continuing availability of an opinion of counsel to
the effect that such conversion does not constitute a taxable event
under federal income tax law. The Board of Directors, in its sole
discretion, may suspend any conversion rights if such opinion is no
longer available.
(f) As to any matter with respect to which a separate vote of
any Class of a Series is required by the Investment Company Act or
by the Maryland General Corporation Law (including, without
limitation, approval of any plan, agreement or other arrangement
referred to in subsection (c) above), such requirement as to a
separate vote by that Class of a Series shall apply, and, if
permitted by the Investment Company Act or any rules, regulations
or orders thereunder and the Maryland General Corporation Law, the
Classes shall vote together as a single Class on any such matter
that shall have the same effect on each such Class. As to any
matter that does not affect the interest of a particular Class,
only the holders of shares of the affected Class shall be entitled
to vote.
SIXTH: Directors. The initial number of directors of the
Corporation shall be two, and the names of those who shall act as such
until the first annual meeting and until their successors are elected and
qualified are as follows: William C. Morris and Ronald T. Schroeder. The
number of directors may be changed from time to time in such lawful manner
as the By-Laws of the Corporation shall provide. Unless otherwise provided
by the By-Laws of the Corporation, the directors of the Corporation need
not be stockholders.
SEVENTH: Provisions for Defining, Limiting and Regulating the
Powers of the Corporation, Directors and Stockholders.
A. Board of Directors. The Board of Directors shall have the general
management and control of the business and property of the Corporation, and may
exercise all the powers of the Corporation, except such as are by statute or by
these Articles of Incorporation or by the By-Laws conferred upon or reserved to
the stockholders. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is hereby empowered:
1. To authorize the issuance and sale, from time to time, of Shares
of any Series whether for cash at not less than the par value thereof or
for such other consideration as the Board of Directors may deem advisable,
in the manner and to the extent now or hereafter permitted by the laws of
Maryland; provided, however, the consideration (or the value thereof as
determined by the Board of Directors) per share to be received by the
Corporation upon the sale of shares of any Series (including treasury
Shares) shall not be less than the net asset value (determined as provided
in Article NINTH hereof) per Share of that Series outstanding at the time
-6-
<PAGE>
(determined by the Board of Directors) as of which the computation of such
net asset value shall be made.
2. To authorize the execution and performance by the Corporation of
an agreement or agreements, which may be exclusive contracts, with
Seligman Financial Services, Inc., a Delaware corporation, or any other
person, as distributor, providing for the
distribution of Shares of any Series.
3. To specify, in instances in which it may be desirable, that
Shares of any Series repurchased by the Corporation are not acquired for
retirement and to specify the purposes for which such Shares are
repurchased.
4. To authorize the execution and performance by the Corporation of
an agreement or agreements with J. & W. Seligman & Co. Incorporated, a
Delaware corporation, or any successor to the corporation ("Seligman")
providing for the investment and other operations of the Corporation.
The Corporation may in its By-Laws confer powers on the Board of
Directors in addition to the powers expressly conferred by statute.
B. Quorum; Adjournment; Majority Vote. The presence in person or by
proxy of the holders of one-third of the Shares of all Series issued and
outstanding and entitled to vote thereat shall constitute a quorum for the
transaction of any business at all meetings of the shareholders except as
otherwise provided by law or in these Articles of Incorporation and except that
where the holders of Shares of any Series are entitled to a separate vote as a
Series (a "Separate Series") or where the holders of Shares of two or more (but
not all) Series are required to vote as a single Series (a "Combined Series"),
the presence in person or by proxy of the holders of one-third of the Shares of
that Separate Series or Combined Series, as the case may be, issued and
outstanding and entitled to vote thereat shall constitute a quorum for such
vote. If, however, a quorum with respect to all Series, a Separate Series or a
Combined Series, as the case may be, shall not be present or represented at any
meeting of the shareholders, the holders of a majority of the Shares of all
Series, such Separate Series or such Combined Series, as the case may be,
present in person or by proxy and entitled to vote shall have power to adjourn
the meeting from time to time as to all Classes, such Separate Class or such
Combined Class, as the case may be, without notice other than announcement at
the meeting, until the requisite number of Shares entitled to vote at such
meeting shall be present. At such adjourned meeting at which the requisite
number of Shares entitled to vote thereat shall be represented any business may
be transacted which might have been transacted at the meeting as originally
notified. The absence from any meeting of stockholders of the number of Shares
in excess of one-third of the Shares of all Series or of the affected Series, as
the case may be, which may be required by the laws of the State of Maryland, the
Investment Company Act of 1940 or any other applicable law, these Articles of
Incorporation, for action upon any given matter shall not prevent action of such
meeting upon any other matter or matters which may properly come before the
meeting, if there shall be present thereat, in person or by proxy, holders of
the number of Shares required for action in respect of such other matter or
matters. Notwithstanding any provision of law requiring any action to be taken
or authorized by the holders of a greater proportion than a majority of the
Shares of all Series or of the Shares of a particular Series, as the case may
be, entitled to vote thereon, such action shall be valid and effective if taken
or authorized by the affirmative vote of the holders of a majority of the Shares
of all Series or of such Series, as the case may be, outstanding and entitled to
vote thereon.
-7-
<PAGE>
EIGHTH: Redemptions and Repurchases.
A. The Corporation shall under some circumstances redeem, and may
under other circumstances redeem or repurchase, Shares as follows:
1. Obligation of the Corporation to Redeem Shares. Each holder of
Shares of any Series shall be entitled at his option to require the
Corporation to redeem all or any part of the Shares of that Series owned
by such holder, upon written or telegraphic request to the Corporation or
its designated agent, accompanied by surrender of the certificate or
certificates for such shares, or such other evidence of ownership as shall
be specified by the Board of Directors, for the proportionate interest per
Share in the assets of the Corporation belonging to that Class, or the
cash equivalent thereof (being the net asset value per Share of that
Series determined as provided in Article NINTH hereof less the amount of
any applicable contingent deferred sales load payable on such redemption),
subject to and in accordance with the provisions of paragraph B of this
Article.
2. Right of the Corporation to Redeem Shares. In addition the Board
of Directors may, from time to time in its discretion, authorize the
Corporation to require the redemption of all or any part of the
outstanding Shares of any Series, for the proportionate interest per Share
in the assets of the Corporation belonging to that Series, or the cash
equivalent thereof (being the net asset value per Share of that Series
determined as provided in Article NINTH hereof), subject to and in
accordance with the provisions of paragraph B of this Article, upon the
sending of written notice thereof to each stockholder any of whose Shares
are so redeemed and upon such terms and conditions as the Board of
Directors shall deem advisable.
3. Right of the Corporation to Repurchase Shares. In addition the
Board of Directors may, from time to time in its discretion, authorize the
officers of the Corporation to repurchase Shares of any Series, either
directly or through an agent, subject to and in accordance with the
provisions of paragraph B of this Article. The price to be paid by the
Corporation upon any such repurchase shall be determined, in the
discretion of the Board of Directors, in accordance with any provision of
the Investment Company Act of 1940 or any rule or regulation thereunder,
including any rule or regulation made or adopted pursuant to Section 22 of
the Investment Company Act of 1940 by the Securities and Exchange
Commission or any securities association registered under the Securities
and Exchange Act of 1934.
B. The following provisions shall be applicable with respect to
redemptions and repurchases of Shares of any Series pursuant to paragraph A
hereof:
1. The time as of which the net asset value per Share of a
particular Series applicable to any redemption pursuant to subparagraph
A(1) or A(2) of this Article shall be computed shall be such time as may
be determined by or pursuant to the direction of the Board of Directors
(which time may differ from Class to Class).
2. Certificates for Shares of any Series to be redeemed or
repurchased shall be surrendered in proper form for transfer, together
with such proof of the authenticity of signatures as may be required by
resolution of the Board of Directors.
-8-
<PAGE>
3. Payment of the redemption or repurchase price by the Corporation
or its designated agent shall be made in cash within seven days after the
time used for determination of the redemption or repurchase price, but in
no event prior to delivery to the Corporation or its designated agent of
the certificate or certificates for the Shares of the particular Series so
redeemed or repurchased, or of such other evidence of ownership as shall
be specified by the Board of Directors; except that any payment may be
made in whole or in part in securities or other assets of the Corporation
belonging to that Series if, in the event of the closing of the New York
Stock Exchange or the happening of any event at any time prior to actual
payment which makes the liquidation of Securities in orderly fashion
impractical or impossible, the Board of Directors shall determine that
payment in cash would be prejudicial to the best interests of the
remaining stockholders of that Series. In making any such payment in whole
or in part in Securities or other assets of the Corporation belonging to
that Series, the Corporation shall, as nearly as may be practicable,
deliver Securities or other assets of a gross value (determined in the
manner provided in Article NINTH hereof) representing the same
proportionate interest in the Securities and other assets of the
Corporation belonging to that Series as is represented by the Shares of
that Class so to be paid for. Delivery of the Securities included in any
such payment shall be made as promptly as any necessary transfers on the
books of the several corporations whose Securities are to be delivered may
be made.
4. The right of the holder of Shares of any Series redeemed or
repurchased by the Corporation as provided in this Article to receive
dividends thereon and all other rights of such holder with respect to such
Shares shall forthwith cease and terminate from and after the time as of
which the redemption or repurchase price of such Shares has been
determined (except the right of such holder to receive (a) the redemption
or repurchase price of such Shares from the Corporation or its designated
agent, in cash and/or in securities or other assets of the Corporation
belonging to that Class, and (b) any dividend to which such holder had
previously become entitled as the record holder of such Shares on the
record date for such dividend, and, with respect to Shares otherwise
entitled to vote, except the right of such holder to vote at a meeting of
stockholders such Shares owned of record by him on the record date for
such meeting).
NINTH: Determination of Net Asset Value. For the purposes referred
to in Articles SEVENTH and EIGHTH hereof the net asset value per Share of any
Series shall be determined by or pursuant to the direction of the Board of
Directors in accordance with the following provisions:
A. Such net asset value per Share of a particular Series on
any day shall be computed as follows:
The net asset value per Share of that Series shall be the quotient
obtained by dividing the "net value of the assets" of the Corporation
belonging to that Series by the total number of Shares of that Class at
the time deemed to be outstanding (including Shares sold whether paid for
and issued or not, and excluding Shares redeemed or repurchased on the
basis of previously determined values, whether paid for, received and held
in treasury, or not).
The "net value of the assets" of the Corporation belonging to a
particular Series shall be the "gross value" of the assets belonging to
that Series after deducting the amount of all expenses incurred and
accrued and unpaid belonging to that Series, such reserves belonging to
that Class
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<PAGE>
as may be set up to cover taxes and any other liabilities, and such other
deductions belonging to that Series as in the opinion of the officers of
the Corporation are in accordance with accepted accounting practice.
The "gross value" of the assets belonging to a particular Series
shall be the amount of all cash and receivables and the market value of
all Securities and other assets held by the Corporation and belonging to
that Series at the time as of which the determination is made. Securities
held shall be valued at market value or, in the absence of readily
available market quotations, at fair value, both as determined pursuant to
methods approved by the Board of Directors and in accordance with
applicable statutes and regulations.
B. The Board of Directors is empowered, in its absolute discretion,
to establish other methods for determining such net asset value whenever such
other methods are deemed by it to be necessary or desirable and are consistent
with the provisions of the Investment Company Act of 1940 and the rules and
regulations thereunder.
TENTH: Determination Binding. Any determination made by or pursuant
to the direction of the Board of Directors in good faith, and so far as
accounting matters are involved in accordance with accepted accounting practice,
as to the amount of the assets, obligations or liabilities of the Corporation
belonging to any Series, as to the amount of the net income of the Corporation
belonging to any Series for any period or amounts that are any time legally
available for the payment of dividends of shares of any Series, as to the amount
of any reserves or charges set up with respect to any Series and the propriety
thereof, as to the time of or purpose for creating any reserves or charges with
respect to any Series, as to the use, alteration or cancellation of any reserves
or charges with respect to any Series (whether or not any obligation or
liability for which such reserves or charges shall have been created or shall
have been paid or discharged or shall be then or thereafter required to be paid
or discharged), as to the price or closing bid or asked price of any security
owned or held by the Corporation and belonging to any Series, as to the market
value of any security or fair value of any other asset owned by the Corporation
and belonging to any Series, as to the number of Shares of any Series
outstanding or deemed to be outstanding, as to the impracticability or
impossibility of liquidating Securities in orderly fashion, as to the extent to
which it is practicable to deliver the proportionate interest in the Securities
and other assets of the Corporation belonging to any Series represented by any
Shares belonging to any Series redeemed or repurchased in payment for any such
Shares, as to the method of payment for any such Shares redeemed or repurchased,
or as to any other matters relating to the issue, sale, redemption, repurchase,
and/or other acquisition or disposition of Securities or Shares of the
Corporation shall be final and conclusive and shall be binding upon the
Corporation and all holders of Shares of all Series past, present and future,
and Shares of all Series are issued and sold on the condition and understanding
that any and all such determinations shall be binding as aforesaid. No provision
of these Articles of Incorporation shall be effective to (a) bind any person to
waive compliance with any provision of the Securities Act of 1933 or the
Investment Company Act of 1940 or of any valid rule, regulation or order of the
Securities and Exchange Commission thereunder, or (b) protect or purport to
protect any director or officer of the Corporation against any liability to the
Corporation or its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.
ELEVENTH: Liabilities of Director or Officer. A director or officer
of the Corporation shall not be liable to the Corporation or its shareholders
for monetary damages for breach of fiduciary
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<PAGE>
duty as a Director or Officer, except to the extent such exemption from
liability or limitation thereof is not permitted by law (including the
Investment Company Act of 1940 as currently in effect or as the same may
hereafter be amended).
No amendment, modification or repeal of this Article ELEVENTH shall
adversely affect any right or protection of a Director or Officer that exists at
the time of such amendment, modification or repeal.
TWELFTH: Indemnification of Directors, Officers and Employees. The
Corporation shall indemnify to the fullest extent permitted by law (including
the Investment Company Act of 1940 as currently in effect or as the same may
hereafter be amended) any person made or threatened to be made a party to any
action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a Director, Officer or employee of the Corporation or
serves or served at the request of the Corporation any other enterprise as a
Director, Officer or employee. To the fullest extent permitted by law (including
the Investment Company Act of 1940 as currently in effect or as the same may
hereafter be amended), expenses incurred by any such person in defending any
such action, suit or proceeding shall be paid or reimbursed by the Corporation
promptly upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation. The rights provided to any person by this
Article shall be enforceable against the Corporation by such person who shall be
presumed to have relied upon it in serving or continuing to serve as a Director,
Officer or employee as provided above. No amendment of this Article TWELFTH
shall impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Article TWELFTH, the
term "Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
Director, Officer or employee of the Corporation which imposes duties on, or
involves services by, such Director, Officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to any employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
THIRTEENTH: Amendments. The Corporation reserves the right to
take any lawful action and to make any amendment of these Articles of
Incorporation, including the right to make any amendment which changes the
terms of any Shares of any Series now or hereafter authorized by
classification, reclassification, or otherwise, and to make any amendment
authorizing any sale, lease, exchange or transfer of the property and
assets of the Corporation or belonging to any Series as an entirety, or
substantially as an entirety, with or without its good will and franchise,
if a majority of all the Shares of all Series or of the affected Series, as
the case may be, at the time issued and outstanding and entitled to vote,
vote in favor of any such action or amendment, or consent thereto in
writing, and reserves the right to make any amendment of these Articles of
Incorporation in any form, manner or substance now or hereafter authorized
or permitted by law.
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<PAGE>
I acknowledge this document to be my act, and state under penalties
of perjury that with respect to all matters and facts therein, to the best of my
knowledge, information and belief such matters and facts are true in all
material respects.
DATE: November 21, 1991 BY: /S/ LINDA A. MAHON
------------------------- -----------------------
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EXHIBIT 24(b)(2)
AMENDED AND RESTATED
BY-LAWS
of
SELIGMAN INTERNATIONAL FUND SERIES, INC.
<PAGE>
EXHIBIT 24(b)(2)
AMENDED AND RESTATED
BY-LAWS
of
SELIGMAN INTERNATIONAL FUND SERIES, INC.
<PAGE>
SELIGMAN INTERNATIONAL FUND SERIES, INC.
By-Laws
ARTICLE I
Shareholders
SECTION 1. Place of Meeting. All meetings of the Shareholders shall be
held at the principal office of the Corporation in the City of Baltimore or at
such other place within the United States as may from time to time be designated
by the Directors and stated in the notice of such meeting.
SECTION 2. Annual Meetings. The annual meeting of the shareholders of the
Corporation shall be held during the 31-day period commencing April 15 of each
year on such day and at such hour as may from time to time be designated by the
Board of Directors and stated in the notice of such meeting, for the transaction
of such business as may properly be brought before the meeting; provided,
however, that an annual meeting of shareholders shall not be required to be held
in any year in which none of the following is required to be acted on by
shareholders pursuant to the Investment Company Act of 1940; election of
directors; approval of the investment advisory agreement; ratification of the
selection of independent public accountants and approval of a distribution
agreement.
SECTION 3. Special Meetings. Special meetings of the Shareholders for any
purpose or purposes may be called by the Chairman of the Board, the President, a
majority of the Directors or a majority of the Executive Committee, and shall be
called by the Secretary upon receipt of the request in writing signed by
Shareholders holding not less than ten percent (10%) of the Shares issued and
outstanding and entitled to vote thereat. Such request shall state the purpose
or purposes of the proposed meeting. The Secretary shall inform such
Shareholders of the reasonably estimated costs of preparing and mailing such
notice of meeting and upon payment to the Corporation of such costs, the
Secretary shall give notice stating the purpose or purposes of the meeting as
required in this Article and By-Laws to all Shareholders entitled to notice of
such meeting. No special meeting need be called upon the request of the holders
of Shares entitled to cast less than a majority of all votes entitled to be cast
at such meeting to consider any matter which is substantially the same as a
matter voted upon at any special meeting of Shareholders held during the
preceding twelve months.
SECTION 4. Notice of Meetings. Not less than ten days' or more than ninety
days' written or printed notice of every meeting of Shareholders, stating the
time and place thereof (and the general nature of the business proposed to be
transacted at any special meeting), shall be given to each Shareholder entitled
to vote thereat by leaving the same with him or at his residence or usual place
of business of by mailing it, postage prepaid, and addressed to him at his
address as it appears upon the books of the Corporation. If mailed, notice shall
be deemed to be given when deposited in the United States mail addressed to the
Shareholder as aforesaid.
<PAGE>
No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who executes a written waiver of such notice, either before or after
the meeting is held, and which notice is filed with the records of the meeting.
SECTION 5. Record Dates. The Directors may fix, in advance, a date not
more than ninety (90) or less than ten (10) days preceding the date of any
meeting of Shareholders as a record date for the determination of the
Shareholders entitled to notice of and to vote at such meeting; and only
Shareholders of record on such date shall be entitled to notice of and to vote
at such meeting.
SECTION 6. Quorum and Adjournment of Meetings. The presence in person or
by proxy of the holders of record of a majority of the Shares of the Corporation
issued and outstanding and entitled to vote thereat shall constitute a quorum at
all meetings of the Shareholders except as otherwise provided in the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the holders of a majority of the Shares present
in person or by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
amount of Shares entitled to vote at such meeting shall be present. At such
adjourned meeting at which the requisite amount of Shares entitled to vote
thereat shall be represented any business may be transacted which might have
been transacted at the meeting as originally notified.
SECTION 7. Voting and Inspectors. At all meetings, Shareholders of record
are entitled to vote thereat shall have one vote for each Share standing in his
name on the books of the Corporation (and such Shareholders of record holding
fractional shares, if any, shall have proportionate voting rights) on the date
of the determination of Shareholders entitled to vote at such meeting, either in
person or by proxy appointed by instrument in writing subscribed by such
Shareholder or his duly authorized attorney. No proxy shall be valid eleven
months after its date. Pursuant to a resolution of a majority of the Directors,
proxies may be solicited in the name of one or more Directors or officers of the
Corporation.
All elections shall be had and all questions decided by a majority of the
vote cast at a duly constituted meeting, except as otherwise provided by statute
or by the Articles of Incorporation or by these By-Laws.
At any election of Directors, the Chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the Shares entitled to vote
at such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Director shall be appointed such
Inspector.
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<PAGE>
SECTION 8. Conduct of Meetings. The meetings of the Shareholders shall be
presided over by the Chairman, or if he is not present, by the President, or if
none of them is present, by a Chairman to be elected at the meeting. The
Secretary of the Corporation, if present, shall act as a Secretary of such
meetings, or if he is not present, an Assistant Secretary shall so act; if
neither the Secretary nor any Assistant Secretary is present, then the meeting
shall elect its Secretary.
SECTION 9. Concerning Validity of Proxies, Ballots, etc. At every meeting
of the Shareholders, all proxies shall be required and taken in charge of and
all ballots shall be required and canvassed by the Secretary of the meeting, who
shall decide all questions touching the qualification of voters, the validity of
the proxies and the acceptance or rejection of votes, unless inspectors of
election shall have been appointed by the Chairman of the meeting, in which
event such inspectors of election shall decide all such questions.
SECTION 10. Action Without Meetings. Except as otherwise provided by law,
the provisions of these By-Laws relating to notices and meetings to the contrary
notwithstanding, any action required or permitted to be taken at any meeting of
Shareholders may be taken without a meeting if a majority of the Shareholders
entitled to vote upon the action consent to the action in writing and such
consents are filed with the records of the Corporation. Such consent shall be
treated for all purposes as a vote taken at a meeting of Shareholders.
ARTICLE II
Directors
SECTION 1. Number and Tenure of Office. The property of the Corporation
shall be controlled by and the business and affairs of the Corporation shall be
conducted and managed by not less than two (2) or more than twenty (20)
Directors, as may be fixed from time to time by vote of a majority of the
Directors then in office. Directors need not be Shareholders. The tenure of
office of each Director shall be set by resolution of the Directors, except that
any Director may resign his office or be removed from office for cause pursuant
to the provisions of the Articles of Incorporation.
SECTION 2. Vacancies. In the case of any vacancy or vacancies in the
office of Director through death, resignation or other cause, other than an
increase in the number of Directors, a majority of the remaining Directors,
although a majority is less than a quorum, by an affirmative vote, or the sole
remaining Director, may elect a successor or successors, as the case may be, to
hold office.
SECTION 3. Increase or Decrease in Number of Directors. The Directors, by
the vote of a majority of all the Directors then in office, may increase the
number of Directors and may elect Directors to fill the vacancies created by any
such increase in the number of Directors. The Directors, by the vote of a
majority of all the Directors then in office, may likewise decrease the number
of Directors to a number not less than two.
3
<PAGE>
SECTION 4. Place of Meeting. The Directors may hold their meetings, have
one or more offices, and keep the books of the Corporation, outside the State of
Maryland, at any office or offices of the Corporation or at any other place as
they may from time to time by resolution determine, or in the case of meetings,
as they may from time to time by resolution determine or as shall be specified
or fixed in the respective notices or waivers of notice thereof.
SECTION 5. Regular Meetings. Regular meetings of the Directors shall
be held at such time and on such notice as the Directors may from time to
time determine.
SECTION 6. Special Meetings. Special meetings of the Directors may be held
from time to time upon call of the Chairman, the Secretary or two or more of the
Directors, by oral or telegraphic or written notice duly served on or sent or
mailed to each Director not less than one day before such meeting. No notice of
any special meeting need be given to any Director who attends in person or to
any Director who executes a written waiver of such notice, either before or
after the meeting is held, and which notice is filed with the records of the
meeting. Such notice or waiver of notice need not state the purposes of such
meeting.
SECTION 7. Quorum. One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Directors. If in any meeting of Directors
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall have been obtained.
The act of the majority of the Directors present at any meeting at which there
is a quorum shall be the act of the Directors, except as otherwise specifically
provided by statute or by the Articles of Incorporation or by these By-Laws.
SECTION 8. Committees. The Directors, by the majority vote of all the
Directors then in office, may appoint from the Directors committees which shall
in each case consist of such number of Directors (not less than two) and shall
have and may exercise such powers as the Directors may determine in the
resolution appointing them. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
Directors shall otherwise provide. The Directors shall have power at any time to
change the members and powers of any such committee, to fill vacancies and to
discharge any such committee.
SECTION 9. Telephone Meetings. Directors or a committee of the Directors
may participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.
4
<PAGE>
SECTION 10. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Directors or any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all the
Directors then in office or all members of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Directors or committee.
SECTION 11. Compensation. No Director shall receive any stated salary or
fees from the Corporation for his services as such if such Director is,
otherwise than by reason of being such Director, an interested person (as such
term is defined by the Investment Company Act of 1940) of the Corporation or of
its investment adviser or principal underwriter. Except as provided in the
preceding sentence, Directors shall be entitled to receive such compensation
from the Corporation for their services as may from time to time be voted by the
Directors.
ARTICLE III
Offices
SECTION 1. Executive Officers. The executive officers of the Corporation
shall be chosen by the Directors. These shall include a Chairman (who shall be a
Director), a President, one or more Vice Presidents (the number thereof to be
determined by the Directors), a Secretary and a Treasurer. The Directors may
also in their discretion appoint Assistant Secretaries, Assistant Treasurers and
other officers, agents and employees, who shall have such authority and perform
such duties as the Directors may determine. The Directors may fill any vacancy
which may occur in any office. Any two offices, may be held by the same person,
but no officer shall execute, acknowledge or verify any instrument in more than
one capacity, if such instrument is required by law or these By-Laws to be
executed, acknowledged or verified by two or more officers.
SECTION 2. Term of Office. Term of office of all officers shall be one
year and until their respective successors are chosen and qualified. Any officer
may be removed from office at any time with or without cause by the vote of a
majority of all the Directors then in office.
SECTION 3. Powers of Duties. The officers of the Corporation shall have
such powers and duties as generally pertain to their respective offices, as well
as such powers and duties as may from time to time be conferred by the
Directors.
ARTICLE IV
Share Interests
SECTION 1. Certificates for Shares. Shareholders are not entitled to
receive certificates evidencing their Share ownership, unless the Directors
shall by resolution otherwise determine.
5
<PAGE>
SECTION 2. Transfer of Shares. Shares of the Corporation shall be
transferable on the register of the Corporation by the holder thereof in person
or by his agent duly authorized in writing, upon delivery to the Directors of
the Transfer Agent of a duly executed instrument of transfer, together with such
evidence of the genuineness of each execution and authorization of such other
matters as the Corporation or its agents may reasonably require.
SECTION 3. Register of Shares. A register of the Corporation, containing
the names and addresses of the Shareholders and the number of Shares held by
them respectively and a record of all transfers thereof, shall be kept at the
principal offices of the Corporation or, if the Corporation employs a Transfer
Agent, at the offices of the Transfer Agent of the Corporation.
ARTICLE V
Seal
The Directors may provide for a suitable seal, in such form and bearing
such inscriptions as they may determine.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January
and shall end on the last day of December in each year.
ARTICLE VII
Indemnification
A representative of the Corporation shall be indemnified by the
Corporation with respect to each proceeding against representative, except a
proceeding brought by or on behalf of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such representative in connection with such
proceeding, provided that such representative acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of the Corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.
6
<PAGE>
A representative of the Corporation shall be indemnified by the
Corporation, with respect to each proceeding brought by or on behalf of the
Corporation to obtain a judgment or decree in its favor, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such proceeding, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the Corporation; except that in indemnification shall be made
in respect of any claim, issue or matter as to which such representative has
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation, unless and only to the extent that the court in
which the proceeding was brought, or a court of equity in the county in which
the Corporation has its principal office, determines upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such corporate representative is fairly and reasonably entitled to
indemnity for the expenses which the court considers proper.
To the extent that the representative of the Corporation has been
successful on the merits or otherwise in defense of any proceeding referred to
in the preceding two paragraphs, or in defense of any claim, issue or matter
therein, the Corporation shall indemnify him against all expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Except as provided in the preceding paragraph any indemnification under
the first two paragraphs of this Article (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the representative of the Corporation is
proper in the circumstances because he has met the applicable standard of
conduct set forth in such paragraphs. The determination shall be made (1) by the
Directors by a majority vote of a quorum consisting of Directors who were not
parties to the proceeding, or (2) if a quorum is not obtainable or if a quorum
of disinterested Directors so directs, by independent legal counsel in a written
opinion, or (3) by the Shareholders.
Expenses (including attorney's fees) incurred in defending a proceeding
may be paid by the Corporation in advance of the final disposition thereof if
(1) authorized by the Directors in the specific case, and (2) the Corporation
receives an undertaking by or on behalf of the representative of the Corporation
to repay the advance if it is not ultimately determined that he is entitled to
be indemnified by the Corporation as authorized in this Article.
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which a representative of the Corporation or other person
may be entitled under any agreement, vote of Shareholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding the office, and shall continue as to a
person who has ceased to be a Director, officer, employee or agent and inure to
the benefit of his heirs and personal representatives.
7
<PAGE>
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a Director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a trustee, director,
officer, employee or agent of another trust, corporation, partnership, joint
venture or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
regardless of whether the Corporation would have the power to indemnify him
against the liability under the provisions of this Article.
Nothing contained in this Section shall be construed to indemnify any
representative of the Corporation against any liability to the Corporation or to
is security holders to which he would otherwise be subject by reason of
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
As used in this Article "representative of the Corporation" means an
individual (1) who is a present or former Director, officer, agent or employee
of the Corporation or who serves or has served another corporation, trust,
partnership, joint venture or other enterprise in one of such capacities at the
request of the Corporation, and (2) who by reason of his position is, has been
or is threatened to be made a party to a proceeding; and "proceeding" includes
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.
ARTICLE VIII
Custodian
SECTION 1. The Corporation shall have as custodian or custodians one or
more trust companies or banks of good standing, each having a capital, surplus
and undivided profit aggregating not less than fifty million dollars
($50,000,000), and, to the extent required by the Investment Company Act of
1940, the Corporations and securities held by the Corporation shall be kept in
the custody of one or more such custodians, provided such custodian or
custodians can be found ready and willing to act, and further provided that the
Corporation may use as subcustodians, for the purpose of holding any foreign
securities and related Corporations of the Corporation such foreign banks as the
Directors may approve and as shall be permitted by law.
SECTION 2. The Corporation shall upon the resignation or inability to
serve of its custodian or upon change of the custodian:
(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor custodian;
(ii) require that the cash and securities owned by the Corporation
be delivered directly to the successor custodian; and
8
<PAGE>
(iii) in the event that no successor custodian can be found, submit
to the Shareholders before permitting delivery of the cash and
securities owned by the Corporation otherwise than to a
successor custodian, the question whether the Corporation
shall be liquidated or shall function without a custodian.
ARTICLE IX
Amendment of By-Laws
The By-laws of the Corporation may be altered, amended, added to or
repealed by the Shareholders or by majority vote of all the Directors then in
office; but any such alteration, amendment, addition or repeal of the By-Laws by
action of the Directors may be altered or repealed by Shareholders.
9
<PAGE>
EXHIBIT 24(b)(9)
RECORDKEEPING AGREEMENT
THIS AGREEMENT made as of this 19th day of March, 1992, by and between
SELIGMAN INTERNATIONAL FUND SERIES, INC., a Maryland corporation, having its
principal place of business at 130 Liberty, New York, New York 10006 ("Fund"),
and INVESTORS FIDUCIARY TRUST COMPANY, a state chartered trust company organized
and existing under the laws of the State of Missouri, having its principal place
of business at 127 West 10th Street, Kansas City, Missouri, 64105 ("IFTC"):
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto, intending to be legally bound, mutually covenant and agree
as follows:
1. Appointment of Recordkeeping Agent
Fund hereby constitutes and appoints IFTC as Recordkeeping Agent to
perform certain accounting and recordkeeping functions required of Fund as
a duly registered investment company in compliance with applicable
provisions of federal, state and local laws, rules and regulations; in
connection therewith, to provide information necessary for Fund to file
required financial reports; to maintain and preserve certain required
books, accounts and records as the basis for such reports; to perform
certain daily functions in connection with such accounts and records; to
calculate daily net asset value; to act as liaison with the Fund's
independent auditors; and to provide information to and cooperate with the
Fund's custodian as provided in this Agreement.
2. Delivery of Corporate Documents
Fund shall deliver to IFTC prior to the effective date of this Agreement
copies of a resolution of the Board of Directors of Fund appointing IFTC
as Recordkeeping Agent for Fund.
3. Representations and Warranties of Fund
A. Fund represents and warrants that it is a corporation duly organized
as heretofore
1
<PAGE>
described and existing and in good standing under the laws of
Maryland;
B. Fund represents and warrants that it has the power and authority
under applicable laws, its charter document and bylaws, and has
taken all action necessary, to enter into and perform this Agreement
including appropriate authorization from the Fund;
C. Fund represents and warrants that it has determined that the
Portfolio System (the accounting system licensed for use by IFTC
from DST Systems, Inc. ("Licensor") to maintain the accounting
records of the Fund) is appropriate and suitable for its needs;
D. Fund acknowledges that IFTC and Licensor have proprietary rights in
and to the Portfolio System and that the Portfolio System and the
programs, documentation and information of, and other materials
relevant to, the Portfolio System or the business of IFTC
("Confidential Information") are confidential and constitute trade
secrets of IFTC;
E. Fund shall preserve the confidentiality of the Confidential
Information and prevent its disclosure to other than its own
employees and agents who reasonably have a need to know such
information pursuant to this Agreement, and shall take reasonable
action to protect the rights of IFTC and Licensor in the Portfolio
System. For purposes of this paragraph, "reasonable action" shall
mean taking such actions and exercising such degree of care as Fund
uses with reference to its own highly confidential information.
Certain reports as agreed upon in writing by the Fund and IFTC will
be furnished to the Fund's custodian for its reasonable business
needs.
4. Representation and Warranties of IFTC
A. It is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri.
B. It has the requisite power and authority under applicable laws, by
its charter and bylaws, and by agreement to enter into this
Agreement and has taken all action necessary to enter into and
perform the services contemplated herein and this
2
<PAGE>
Agreement has been duly executed and delivered by IFTC and
constitutes a legal, valid and binding obligation of IFTC,
enforceable in accordance with its terms.
5. Duties and Responsibilities of IFTC
A. Fund shall turn over to IFTC all of Fund's accounts and records
previously maintained. IFTC shall be entitled to rely conclusively
on the completeness and correctness of the accounts and records
turned over to it by Fund and Fund shall indemnify and hold IFTC
harmless of and from any and all expenses, damages and losses
whatsoever arising out of or in connection with any error, omission,
inaccuracy or other deficiency of such accounts and records or in
the failure of Fund to provide any portion of such or to provide any
information needed by IFTC to perform its function hereunder.
B. Accounts and Records
1. IFTC, with the directions and as interpreted by the Fund,
Fund's accountants and/or other advisors, will prepare and
maintain as complete, accurate and current all accounts and
records required to be maintained by Fund under the general
Rules and Regulations under the Investment Company Act of 1940
("Rules"), as amended, and as agreed upon between the parties,
and will preserve said records in the manner and for the
periods prescribed in said Rules, or for such longer period as
is agreed upon by the parties.
2. IFTC relies upon Fund to furnish, in writing, accurate and
timely information to complete Fund's records and perform
daily calculation of the Fund's net asset value as provided in
Section 5.B.8. below. IFTC shall incur no liability except as
provided in Section 6.A. herein and the Fund shall indemnify
and hold IFTC harmless from and against any liability arising
from any failure of Fund to furnish such information in a
timely and accurate manner, even if Fund subsequently provides
accurate but untimely information.
3. It shall be the responsibility of Fund to furnish IFTC with
the declaration,
3
<PAGE>
record and payment dates and amounts of any dividends or
income and any other special actions required concerning the
securities in the portfolio when such information is not
readily available from generally accepted securities industry
services or publications.
4. The accounts and records maintained and preserved by IFTC
shall be the property of the Fund and shall be made available
to the Fund for inspection or reproduction within a reasonable
time, upon demand. The Fund will be entitled to receive
reports produced by the Portfolio System, including without
limitation those listed on Exhibit B hereof.
5. IFTC shall assist Fund's independent accountants, or upon
approval of Fund or upon demand, any regulatory body, in any
requested review of Fund's accounts and records maintained by
IFTC but shall be reimbursed by Fund for all expenses and
employee time invested in any such review outside of routine
and normal periodic reviews.
6. Upon receipt from Fund of the necessary information, IFTC
shall provide information for tax returns, questionnaires, or
periodic reports to shareholders and such other reports and
information requests as Fund and IFTC shall agree upon from
time to time.
7. IFTC and Fund may from time to time adopt procedures as they
agree upon, and IFTC may conclusively assume that any
procedure approved by Fund, or directed by Fund, does not
conflict with or violate any requirements of Fund's
prospectus, Articles of Incorporation, Bylaws, or any rule or
regulation of any applicable regulatory body or governmental
agency. Fund shall be responsible to notify IFTC of any
changes in statutes, rules or requirements, or policies which
may necessitate changes in IFTC's responsibilities or
procedures.
8. IFTC will calculate Fund's net asset value, in accordance with
the Fund's prospectus once daily. IFTC will prepare and
maintain a daily evaluation of securities for which market
quotations are available by the use of
4
<PAGE>
outside services normally used and contracted for this
purpose; all other securities will be evaluated in accordance
with Fund's instructions. Notwithstanding anything in this
Agreement to the contrary, the evaluation of Fund's securities
will be in accordance with Fund's Statement of Procedure as to
Valuation of Portfolio Securities. Fund will be solely
responsible for providing IFTC with such statement and with
any subsequent supplements, amendments or modifications
thereof in a timely manner.
9. IFTC will cooperate with Fund's custodian as necessary with
respect to portfolio accounting matters, and the Fund shall
cause its custodian to cooperate with IFTC as necessary for
the performance of IFTC's obligations under this Agreement.
6. Limitation of Liability of IFTC
A. IFTC shall not be liable for any loss or damage resulting from its
action or omission to act or otherwise, including but not limited to
any act or omission of IFTC done in response to or in reliance upon
any act or omission of or information provided by the Fund or its
custodian, except for any loss or damage arising from any negligent
act or willful misconduct of IFTC and IFTC shall indemnify and hold
harmless Fund from and against any liability arising from such
negligence or willful misconduct. IFTC shall not be liable for
consequential, special, or punitive damages. IFTC may request and
obtain the advice and opinion of counsel for Fund or its own counsel
at the expense of Fund with respect to questions or matters of law,
and it shall be without liability to Fund for any action taken or
omitted by it in good faith, in conformity with such advice or
opinion.
B. IFTC may rely in good faith upon the advice of Fund, the Fund's
representatives, other authorized individuals as provided by
corporate resolution to IFTC, and others believed by it in good
faith to be expert in matters upon which they are consulted. Actions
or inaction taken in reliance on such advice shall not be
5
<PAGE>
considered "negligent" and IFTC shall not be liable for any actions
taken in good faith upon such statements.
C. If Fund requires IFTC in any capacity to take any action which
involves the payment of money by it, or which in IFTC's opinion
might make it liable for payment of money or in any other way, IFTC
shall be and be kept indemnified by Fund in an amount and form
satisfactory to IFTC against any liability on account of such
action.
D. IFTC shall be entitled to receive and Fund agrees to pay to IFTC, on
demand, reimbursement for such cash disbursements, costs and
expenses as may be agreed upon in writing from time to time by IFTC
and Fund.
E. IFTC shall be protected in acting hereunder upon any instructions,
advice, notice, request, consent, certificate or other instrument or
paper appearing to it to be genuine and to have been properly
executed and shall, unless otherwise specifically provided herein,
be entitled to receive as conclusive proof of any fact or matter
required to be ascertained from Fund as determined by IFTC, a
certificate signed by Fund's President or other officer of Fund as
requested by IFTC.
F. Without limiting the generality of the foregoing, IFTC shall be
under no duty or obligation to inquire into, and shall not be liable
for:
1. The validity of the issue of any securities purchased by or
for Fund, or the legality of the purchase thereof;
2. The legality of the sale of any securities by or for Fund, or
the propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any shares of the shares
of Fund, or the sufficiency of the amount to be received
therefore;
4. The legality of the purchase of any shares of shares of Fund,
or the propriety of the amount to be paid therefore, or
5. The legality of the declaration of any dividend by Fund, or
the legality of the issue of any shares of Fund's shares in
payment of any stock dividend.
6
<PAGE>
G. IFTC shall not be responsible in any manner for any custodial
services with respect to the Fund or any of its assets.
H. Notwithstanding anything herein to the contrary, it is expressly
understood and agreed that IFTC shall have no responsibility to
Fund, the Fund's shareowners or any other person or entity for
moneys or securities of the Fund held by banks or trust companies as
custodians in the absence of negligence or willful misconduct of
IFTC.
I. IFTC shall not use any information made available to it under the
terms of this Agreement for any purpose other than complying with
its duties and responsibilities under this Agreement or as
specifically authorized by Fund in writing to IFTC.
7. Force Majeure
IFTC shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, any interruption, loss or
malfunction of any utility, transportation, computer (hardware or
software) or communication service.
8. Additional Funds
IFTC shall act as recordkeeper for additional portfolios of Fund upon 30
days notice to IFTC provided IFTC consents to such arrangement. Rates or
charges for such additional portfolios shall be as agreed by IFTC and Fund
in writing.
9. Compensation
Fund shall pay to IFTC such compensation at such time as may from time to
time be agreed upon in writing by IFTC and Fund. The initial compensation
schedule is attached as Exhibit A.
10. Termination
Either party to this Agreement may terminate same by notice in writing
received by the other party not less than ninety (90) days prior to the
date upon which such termination shall take effect. Upon termination of
this Agreement, Fund shall pay to IFTC such
7
<PAGE>
compensation for its reimbursable disbursements, costs and expenses paid
or incurred to such date and Fund shall use his best efforts to obtain a
successor. IFTC shall, upon termination of this Agreement, deliver to the
successor so specified or appointed, or to Fund, at IFTC's office, all
records then held by IFTC hereunder, all funds and other properties of
Fund deposited with or held by IFTC hereunder. In the event no written
order designating a successor (which may be Fund) shall have been
delivered to IFTC on or before the date when such termination shall become
effective, then IFTC shall deliver the records, funds and properties of
Fund to a bank or trust company at the selection of IFTC or if a
satisfactory successor cannot be obtained, IFTC may deliver the records,
funds and properties to the Fund, at IFTC's offices or as otherwise agreed
to between the parties. Thereafter the Fund or such bank or trust company
shall be the successor under this Agreement and shall be entitled to
reasonable compensation for its services. Notwithstanding the foregoing
requirement as to delivery upon termination of this Agreement, IFTC may
make any other delivery of the funds and property of Fund which shall be
permitted by the Investment Company Act of 1940 and Fund's Articles of
Incorporation, Declaration of Trust, and/or Bylaws then in effect. Except
as otherwise provided herein, neither this Agreement nor any portion
thereof may be assigned by IFTC without the consent of Fund.
11. Notices
Notices, requests, instructions and other writings received by Fund at 130
Liberty Street, New York, New York 10006, Attention: Edward D. Bedard,
Treasurer, cc: Nina O. Shenker, Esq., General Counsel, or at such address
as Fund may have designated to IFTC in writing, shall be deemed to have
been properly given to Fund hereunder; and notices, requests, instructions
and other writings received by IFTC at its offices at 127 West 10th
Street, Kansas City, MO 64105, or to such other address as it may have
designated to Fund in writing, shall be deemed to have been properly given
to IFTC hereunder.
12. Miscellaneous
A. This Agreement is executed and delivered in the State of Missouri
and shall be governed by the laws of said state.
8
<PAGE>
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto.
C. No provisions of the Agreement may be amended or modified in any
manner except by a written agreement properly authorized and
executed by both parties hereto.
D. The captions in the Agreement are included for convenience of
reference only, and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effort.
E. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
F. If any part, term or provision of this Agreement is by the courts
held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and
not be affected, and the rights and obligations of the parties shall
be construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid.
G. This Agreement may not be assigned by either party without prior
written consent in writing of the other party.
H. This Agreement shall be effective as of the 19th day of March, 1993.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective and duly authorized corporate or trust officers.
INVESTORS FIDUCIARY TRUST COMPANY
By:______________________________
Title:___________________________
9
<PAGE>
SELIGMAN INTERNATIONAL FUND SERIES, INC.
By:______________________________
Title:___________________________
10
<PAGE>
EXHIBIT 24(b)(10)
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10004
March 24, 1992
Seligman International Fund Series, Inc.
130 Liberty Street
New York, New York 10006
Dear Sirs:
In connection with the Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A (File No. 33-44186) of Seligman
International Fund Series, Inc., a Maryland corporation (the "Company"), which
you expect to file under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to shares of Capital Stock, par value $.001 per share, of
the class designated as the Company's Seligman International Fund Class (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 50,000,000 Shares
and, when the Registration Statement referred to above has become effective
under the Securities Act and the Shares have been issued and sold (a) for at
least the par value thereof, (b) so as not to exceed the then authorized number
of Shares and (c) in accordance with the Company's Articles of Incorporation, as
amended, and as authorized by the Board of Directors of the Company, the Shares
will be validly issued, fully paid and nonassessable.
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.
Also, we have relied as to certain matters on information obtained
from public officials, officers of the Company and other sources believed by us
to be responsible.
<PAGE>
Seligman International Fund Series, Inc.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/Sullivan & Cromwell
<PAGE>
EXHIBIT 24(b)(13)
Ex-24.(b)(13)
(Form of Purchase Agreement)
SELIGMAN INTERNATIONAL FUND SERIES, INC.
Seligman International 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. In order to provide the Fund with its initial capital, the Fund hereby
sells to Purchaser and Purchaser purchases 8,334 shares (the "Shares") of
Capital Stock (par value $.001) of the Fund at a price of $12.00 per
share. The fund hereby acknowledges receipt from Purchaser of funds in the
amount of $100,008 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 Share.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 23th day
of March, 1992 ("Purchase Date").
SELIGMAN INTERNATIONAL FUND SERIES, INC.
By: /s/Edward D. Bedard
-------------------------------------
Name: Edward D. Bedard
Title: Treasurer
J. & W. SELIGMAN & CO. INCORPORATED
By: /s/Brian T. Zino
-------------------------------------
Name: Brian T. Zino
Title: Managing Director
<PAGE>
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 D share
(the "Share") of Capital Stock (par value $.001) of the Seligman Henderson
International Fund, (the "Series"), a series of the Fund, at a price
equivalent to the net asset value of one share of each Series as of the
close of business on September 20, 1993. The Fund hereby acknowledges
receipt from Purchaser of funds in such amount in full payment for the
Share.
2. Purchaser represents and warrants to the Fund that each Share is being
acquired for investment and not with a view to distribution thereof, and
that Purchaser has no present intention to redeem or dispose of the Share.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 20th day
of September, 1993 ("Purchase Date").
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By: _______________________________
Name: Lawrence P. Vogel
Title: Vice President
J. & W. SELIGMAN & CO. INCORPORATED
By: ________________________________
Name: Lawrence P. Vogel
Title: Senior Vice President
<PAGE>
EXHIBIT 24(b)(13)(a)
Ex-24.(b)(13)(a)
(Form of Purchase Agreement)
INVESTMENT LETTER
SELIGMAN INTERNATIONAL FUND SERIES, INC.
Seligman International 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 D share
(the "Share") of Capital Stock (par value $.001) of the Seligman Henderson
Global Emerging Companies Fund (the "Series"), a series of the Fund, at a
price equivalent to the net asset value of one share of each Series as of
the close of business on April 30, 1993. The Fund hereby acknowledges
receipt from Purchaser of funds in such amount in full payment for the
Share.
2. Purchaser represents and warrants to the Fund that each Share is being
acquired for investment and not with a view to distribution thereof, and
that Purchaser has no present intention to redeem or dispose of the Share.
IN WITNESS WHEREOF, the parties have executed this agreement as of the __ day of
___________,1993 ("Purchase Date").
SELIGMAN INTERNATIONAL FUND SERIES, INC.
By: _______________________________
Name:
Title:
J. & W. SELIGMAN & CO. INCORPORATED
By: ________________________________
Name:
Title:
<PAGE>
EXHIBIT 24(b)(13)(b)
Ex-24.(b)(13)(b)
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
(the "Share") of Capital Stock (par value $.001) of the Seligman Henderson
Global Technology Fund (the "Series"), series of the Fund, at a price
equivalent to the net asset value of one share of each Series as of the
close of business on May 22, 1994. The Fund hereby acknowledges receipt
from Purchaser of funds in such amount in full payment for the Share.
2. Purchaser represents and warrants to the Fund that each Share is being
acquired for investment and not with a view to distribution thereof, and
that Purchaser has no present intention to redeem or dispose of the Share.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 22th day
of May 22, 1994 ("Purchase Date").
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By: _______________________________
Name: Lawrence P. Vogel
Title: Vice President
J. & W. SELIGMAN & CO. INCORPORATED
By: ________________________________
Name: Lawrence P. Vogel
Title: Senior Vice President
<PAGE>
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 D share
(the "Share") of Capital Stock (par value $.001) of the Seligman Henderson
Global Technology Fund (the "Series"), series of the Fund, at a price
equivalent to the net asset value of one share of each Series as of the
close of business on May 22, 1994. The Fund hereby acknowledges receipt
from Purchaser of funds in such amount in full payment for the Share.
2. Purchaser represents and warrants to the Fund that each Share is being
acquired for investment and not with a view to distribution thereof, and
that Purchaser has no present intention to redeem or dispose of the Share.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 22th day
of May 22, 1994 ("Purchase Date").
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
By: _______________________________
Name: Lawrence P. Vogel
Title: Vice President
J. & W. SELIGMAN & CO. INCORPORATED
By: ________________________________
Name: Lawrence P. Vogel
Title: Senior Vice President
<PAGE>
EXHIBIT 24(b)(16)
SELIGMAN HENDERSON INTERNATIONAL FUND-CLASS A
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN COMPUTATION FOR THE 4.57
LOAD RATE EQUALS 4.75%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE EQUALS $12.60
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
07-Apr-92 12.00 79.365 79.365 $952.38
30-Apr-92 12.14 0.063 0.000 79.365 963.49
31-May-92 12.59 0.148 0.000 79.365 999.21
30-Jun-92 12.30 0.230 0.000 79.365 976.19
31-Jul-92 11.90 0.315 0.000 79.365 944.44
31-Aug-92 12.33 0.400 0.000 79.365 978.57
01-Sep-92 12.28 0.403 0.000 79.365 974.60
21-Sep-92 12.19 0.458 0.000 79.365 967.46
30-Sep-92 12.27 0.482 0.000 79.365 973.81
30-Oct-92 11.89 0.564 0.000 79.365 943.65
31-Oct-92 11.89 0.567 0.000 79.365 943.65
30-Nov-92 11.94 0.649 0.000 79.365 947.62
28-Dec-92 0.034000 D 12.10 0.726 0.223 79.588 963.01
30-Dec-92 12.05 0.732 0.000 79.588 959.04
31-Dec-92 12.06 0.734 0.000 79.588 959.83
31-Jan-93 12.14 0.819 0.000 79.588 966.20
28-Feb-93 12.32 0.896 0.000 79.588 980.52
31-Mar-93 13.23 0.981 0.000 79.588 1,052.95
30-Apr-93 14.16 1.063 0.000 79.588 1,126.97
31-May-93 14.47 1.148 0.000 79.588 1,151.64
30-Jun-93 14.02 1.230 0.000 79.588 1,115.82
31-Jul-93 14.38 1.315 0.000 79.588 1,144.48
31-Aug-93 15.37 1.400 0.000 79.588 1,223.27
01-Sep-93 15.35 1.403 0.000 79.588 1,221.68
30-Sep-93 15.36 1.482 0.000 79.588 1,222.47
29-Oct-93 15.98 1.562 0.000 79.588 1,271.82
31-Oct-93 15.98 1.567 0.000 79.588 1,271.82
30-Nov-93 15.33 1.649 0.000 79.588 1,220.08
28-Dec-93 0.325000 G 16.31 1.726 1.586 81.174 1,323.95
28-Dec-93 0.011000 D 16.31 1.726 0.054 81.228 1,324.83
31-Dec-93 16.23 1.734 0.000 81.228 1,318.33
31-Jan-94 17.25 1.819 0.000 81.228 1,401.18
28-Feb-94 16.87 1.896 0.000 81.228 1,370.32
31-Mar-94 16.11 1.981 0.000 81.228 1,308.58
30-Apr-94 16.80 2.063 0.000 81.228 1,364.63
31-May-94 16.85 2.148 0.000 81.228 1,368.69
30-Jun-94 16.63 2.230 0.000 81.228 1,350.82
31-Jul-94 17.20 2.315 0.000 81.228 1,397.12
31-Aug-94 17.76 2.400 0.000 81.228 1,442.61
21-Sep-94 17.38 2.458 0.000 81.228 1,411.74
30-Sep-94 17.17 2.482 0.000 81.228 1,394.68
31-Oct-94 17.67 2.567 0.000 81.228 1,435.30
30-Nov-94 16.75 2.649 0.000 81.228 1,360.57
14-Dec-94 0.694000 G 15.65 2.688 3.602 84.830 1,327.59
31-Dec-94 15.95 2.734 0.000 84.830 1,353.04
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
31-Jan-95 15.00 2.819 0.000 84.830 1,272.45
28-Feb-95 14.91 2.896 0.000 84.830 1,264.82
31-Mar-95 15.43 2.981 0.000 84.830 1,308.93
30-Apr-95 15.95 3.063 0.000 84.830 1,353.04
31-May-95 15.98 3.148 0.000 84.830 1,355.58
08-Jun-95 16.10 3.170 0.000 84.830 1,365.76
30-Jun-95 15.87 3.230 0.000 84.830 1,346.25
31-Jul-95 17.02 3.315 0.000 84.830 1,443.81
31-Aug-95 16.91 3.400 0.000 84.830 1,434.48
21-Sep-95 17.20 3.458 0.000 84.830 1,459.08
30-Sep-95 16.97 3.482 0.000 84.830 1,439.57
31-Oct-95 16.71 3.567 0.000 84.830 1,417.51
30-Nov-95 16.96 3.649 0.000 84.830 1,438.72
22-Dec-95 0.916000 G 16.58 3.710 4.687 89.517 1,484.19
31-Dec-95 16.62 3.734 0.000 89.517 1,487.77
31-Jan-96 16.92 3.819 0.000 89.517 1,514.63
29-Feb-96 16.96 3.899 0.000 89.517 1,518.21
31-Mar-96 17.17 3.984 0.000 89.517 1,537.01
30-Apr-96 17.78 4.066 0.000 89.517 1,591.61
24-May-96 17.39 4.132 0.000 89.517 1,556.70
31-May-96 17.64 4.151 0.000 89.517 1,579.08
05-Jun-96 17.53 4.164 0.000 89.517 1,569.23
30-Jun-96 17.62 4.233 0.000 89.517 1,577.29
16-Jul-96 17.10 4.277 0.000 89.517 1,530.74
31-Jul-96 16.95 4.318 0.000 89.517 1,517.31
06-Aug-96 17.22 4.334 0.000 89.517 1,541.48
31-Aug-96 17.20 4.403 0.000 89.517 1,539.69
30-Sep-96 17.47 4.485 0.000 89.517 1,563.86
31-Oct-96 17.17 4.570 0.000 89.517 1,537.01
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - 9.86%
N = NUMBER OF YEARS - 4.57
ERV = ENDING REDEEMABLE VALUE $1,537.01
TOTAL RETURN FOR PERIOD 53.70%
<PAGE>
SELIGMAN HENDERSON INTERNATIONAL FUND--CLASS B
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN (LESS CDSL) FOR THE 0.53
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE - $17.3800
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
22-Apr-96 17.3800 57.537 57.537 $999.99
30-Apr-96 17.4000 0.022 0.000 57.537 1,001.14
31-May-96 17.2500 0.107 0.000 57.537 992.51
30-Jun-96 17.2200 0.189 0.000 57.537 990.79
31-Jul-96 16.5600 0.274 0.000 57.537 952.81
31-Aug-96 16.7900 0.359 0.000 57.537 966.05
30-Sep-96 17.0400 0.441 0.000 57.537 980.43
31-Oct-96 16.7400 0.526 0.000 57.537 963.17
</TABLE>
LESS CDSL -5% (48.16)
915.01
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - N/A
N = NUMBER OF YEARS - 0.526
ERV=ENDING REDEEMABLE VALUE $915.01
TOTAL RETURN (LESS CDSL) -8.50%
<PAGE>
SELIGMAN HENDERSON INTERNATIONAL FUND - CLASS D
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN COMPUTATION FOR THE 3.11
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE EQUALS $15.230
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C>
21-Sep-93 15.23 65.660 65.660 $1,000.00
23-Sep-93 15.18 0.005 0.000 65.660 996.72
30-Sep-93 15.35 0.025 0.000 65.660 1,007.88
29-Oct-93 15.96 0.104 0.000 65.660 1,047.93
31-Oct-93 15.96 0.110 0.000 65.660 1,047.93
30-Nov-93 15.31 0.192 0.000 65.660 1,005.25
28-Dec-93 0.325000 G 16.29 0.268 1.310 66.970 1,090.94
31-Dec-93 16.21 0.277 0.000 66.970 1,085.58
31-Jan-94 17.22 0.362 0.000 66.970 1,153.22
28-Feb-94 16.84 0.438 0.000 66.970 1,127.77
31-Mar-94 16.07 0.523 0.000 66.970 1,076.21
30-Apr-94 16.75 0.605 0.000 66.970 1,121.75
31-May-94 16.78 0.690 0.000 66.970 1,123.76
30-Jun-94 16.55 0.773 0.000 66.970 1,108.35
31-Jul-94 17.11 0.858 0.000 66.970 1,145.86
31-Aug-94 17.65 0.942 0.000 66.970 1,182.02
30-Sep-94 17.05 1.025 0.000 66.970 1,141.84
31-Oct-94 17.53 1.110 0.000 66.970 1,173.98
30-Nov-94 16.60 1.192 0.000 66.970 1,111.70
14-Dec-94 0.694000 G 15.50 1.230 2.999 69.969 1,084.52
31-Dec-94 15.79 1.277 0.000 69.969 1,104.81
31-Jan-95 14.84 1.362 0.000 69.969 1,038.34
28-Feb-95 14.74 1.438 0.000 69.969 1,031.34
31-Mar-95 15.24 1.523 0.000 69.969 1,066.33
30-Apr-95 15.74 1.605 0.000 69.969 1,101.31
31-May-95 15.76 1.690 0.000 69.969 1,102.71
30-Jun-95 15.64 1.773 0.000 69.969 1,094.32
31-Jul-95 16.77 1.858 0.000 69.969 1,173.38
31-Aug-95 16.66 1.942 0.000 69.969 1,165.68
30-Sep-95 16.70 2.025 0.000 69.969 1,168.48
31-Oct-95 16.43 2.110 0.000 69.969 1,149.59
30-Nov-95 16.67 2.192 0.000 69.969 1,166.38
22-Dec-95 0.916000 16.27 2.252 3.939 73.908 1,202.48
31-Dec-95 16.31 2.277 0.000 73.908 1,205.44
31-Jan-96 16.59 2.362 0.000 73.908 1,226.13
29-Feb-96 16.61 2.441 0.000 73.908 1,227.61
31-Mar-96 16.82 2.526 0.000 73.908 1,243.13
30-Apr-96 17.40 2.608 0.000 73.908 1,286.00
31-May-96 17.25 2.693 0.000 73.908 1,274.91
30-Jun-96 17.22 2.775 0.000 73.908 1,272.70
31-Jul-96 16.56 2.860 0.000 73.908 1,223.92
31-Aug-96 16.79 2.945 0.000 73.908 1,240.92
30-Sep-96 17.04 3.027 0.000 73.908 1,259.39
31-Oct-96 16.74 3.112 0.000 73.908 1,237.22
</TABLE>
<PAGE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - 7.08%
N = NUMBER OF YEARS - 3.112
ERV = ENDING REDEEMABLE VALUE $1,237.22
TOTAL RETURN FOR PERIOD 23.72%
<PAGE>
EMERGING MARKETS GROWTH FUND - CLASS A
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN (LESS CDSL) FOR THE 0.43
LOAD RATE EQUALS 4.75%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE - $7.5000
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
28-May-96 0.000000 7.1400 133.333 133.333 $952.00
31-May-96 0.000000 7.1500 0.008 0.000 133.333 $953.33
21-Jun-96 0.000000 7.0500 0.066 0.000 133.333 $940.00
30-Jun-96 0.000000 7.1200 0.090 0.000 133.333 $949.33
31-Jul-96 0.000000 6.7600 0.175 0.000 133.333 $901.33
31-Aug-96 0.000000 7.0500 0.260 0.000 133.333 $940.00
30-Sep-96 0.000000 7.0500 0.342 0.000 133.333 $940.00
31-Oct-96 0.000000 6.7800 0.427 0.000 133.333 $904.00
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - N/A
N = NUMBER OF YEARS - 0.427
ERV=ENDING REDEEMABLE VALUE $904.00
TOTAL RETURN (LESS CDSL) -9.60%
<PAGE>
EMERGING MARKETS GROWTH FUND - CLASS B
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN (LESS CDSL) FOR THE 0.43
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE - $7.1400
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
28-May-96 7.1400 140.056 140.056 $1,000.00
31-May-96 7.1500 0.008 0.000 140.056 $1,001.40
21-Jun-96 7.0600 0.066 0.000 140.056 $988.80
30-Jun-96 7.1300 0.090 0.000 140.056 $998.60
31-Jul-96 6.7500 0.175 0.000 140.056 $945.38
31-Aug-96 7.0400 0.260 0.000 140.056 $985.99
30-Sep-96 7.0400 0.342 0.000 140.056 $985.99
10-Oct-96 6.9100 0.370 0.000 140.056 $967.79
17-Oct-96 6.9000 0.389 0.000 140.056 $966.39
24-Oct-96 6.9100 0.408 0.000 140.056 $967.79
31-Oct-96 6.7600 0.427 0.000 140.056 $946.78
</TABLE>
LESS CDSL (47.34)
899.44
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - N/A
N = NUMBER OF YEARS - 0.427
ERV=ENDING REDEEMABLE VALUE $899.44
TOTAL RETURN (LESS CDSL) -10.06%
<PAGE>
EMERGING MARKETS GROWTH FUND - CLASS D
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN (LESS CDSL) FOR THE 0.43
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE - $7.1400
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
28-May-96 0.000000 7.1400 140.056 140.056 $1,000.00
31-May-96 0.000000 7.1500 0.008 0.000 140.056 $1,001.40
21-Jun-96 0.000000 7.0600 0.066 0.000 140.056 $988.80
30-Jun-96 0.000000 7.1300 0.090 0.000 140.056 $998.60
31-Jul-96 0.000000 6.7500 0.175 0.000 140.056 $945.38
31-Aug-96 0.000000 7.0400 0.260 0.000 140.056 $985.99
30-Sep-96 0.000000 7.0400 0.342 0.000 140.056 $985.99
10-Oct-96 0.000000 6.9100 0.370 0.000 140.056 $967.79
17-Oct-96 0.000000 6.9000 0.389 0.000 140.056 $966.39
24-Oct-96 0.000000 6.9100 0.408 0.000 140.056 $967.79
31-Oct-96 0.000000 6.7600 0.427 0.000 140.056 $946.78
LESS CDSL - 1% (9.47)
937.31
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - -14.07%
N = NUMBER OF YEARS - 0.427
ERV=ENDING REDEEMABLE VALUE $937.31
TOTAL RETURN (LESS CDSL) -6.27%
<PAGE>
GLOBAL GROWTH OPPORTUNITIES FUND-CLASS A
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN COMPUTATION FOR THE 1.00
LOAD RATE EQUALS 4.75%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE - $7.5000
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
01-Nov-95 7.1400 133.333 133.333 $952.00
30-Nov-95 7.1700 0.079 0.000 133.333 956.00
28-Dec-95 7.3600 0.156 0.000 133.333 981.33
31-Dec-95 7.3800 0.164 0.000 133.333 984.00
23-Jan-96 7.4600 0.227 0.000 133.333 994.66
31-Jan-96 7.5800 0.249 0.000 133.333 1,010.66
29-Feb-96 7.7200 0.329 0.000 133.333 1,029.33
31-Mar-96 7.9200 0.414 0.000 133.333 1,056.00
30-Apr-96 8.1600 0.496 0.000 133.333 1,088.00
24-May-96 8.2200 0.562 0.000 133.333 1,096.00
31-May-96 8.3000 0.581 0.000 133.333 1,106.66
05-Jun-96 8.3500 0.595 0.000 133.333 1,113.33
30-Jun-96 8.3200 0.663 0.000 133.333 1,109.33
16-Jul-96 7.9800 0.707 0.000 133.333 1,064.00
31-Jul-96 7.9700 0.748 0.000 133.333 1,062.66
06-Aug-96 8.1400 0.764 0.000 133.333 1,085.33
31-Aug-96 8.1200 0.833 0.000 133.333 1,082.66
30-Sep-96 8.2400 0.915 0.000 133.333 1,098.66
31-Oct-96 8.0800 1.000 0.000 133.333 1,077.33
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - 7.73%
N = NUMBER OF YEARS - 1
ERV=ENDING REDEEMABLE VALUE $1,077.33
TOTAL RETURN FOR PERIOD 7.73%
<PAGE>
GLOBAL GROWTH OPPORTUNITIES FUND-CLASS B
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN (LESS CDSL) FOR THE 0.53
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE - $8.0400
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
22-Apr-96 8.0400 124.378 124.378 $1,000.00
30-Apr-96 8.1300 0.022 0.000 124.378 1,011.19
31-May-96 8.2600 0.107 0.000 124.378 1,027.36
30-Jun-96 8.2800 0.189 0.000 124.378 1,029.85
31-Jul-96 7.9300 0.274 0.000 124.378 986.32
31-Aug-96 7.9300 0.359 0.000 124.378 986.32
30-Sep-96 8.1800 0.441 0.000 124.378 1,017.41
31-Oct-96 8.0200 0.526 0.000 124.378 997.51
LESS CDSL - 5% (49.88)
947.63
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - N/A
N = NUMBER OF YEARS - 0.526
ERV=ENDING REDEEMABLE VALUE $947.63
TOTAL RETURN (LESS CDSL) -5.24%
<PAGE>
GLOBAL GROWTH OPPORTUNITIES FUND-CLASS D
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN COMPUTATION FOR THE 1.00
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE - $7.1400
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
01-Nov-95 7.1400 140.056 140.056 $1,000.00
30-Nov-95 7.1600 0.079 0.000 140.056 1,002.80
31-Dec-95 7.3700 0.164 0.000 140.056 1,032.21
31-Jan-96 7.5700 0.249 0.000 140.056 1,060.22
29-Feb-96 7.7000 0.329 0.000 140.056 1,078.43
31-Mar-96 7.9000 0.414 0.000 140.056 1,106.44
30-Apr-96 8.1300 0.496 0.000 140.056 1,138.66
31-May-96 8.2600 0.581 0.000 140.056 1,156.86
30-Jun-96 8.2800 0.663 0.000 140.056 1,159.66
31-Jul-96 7.9300 0.748 0.000 140.056 1,110.64
31-Aug-96 8.0700 0.833 0.000 140.056 1,130.25
30-Sep-96 8.1800 0.915 0.000 140.056 1,145.66
31-Oct-96 8.0200 1.000 0.000 140.056 1,123.25
LESS CDSL - 1% (10.00)
1,113.25
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - 11.33%
N = NUMBER OF YEARS - 1
ERV=ENDING REDEEMABLE VALUE $1,113.25
TOTAL RETURN FOR PERIOD 11.33%
<PAGE>
GLOBAL SMALLER COMPANIES FUND-CLASS A
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN COMPUTATION FOR THE 4.15
LOAD RATE EQUALS 4.75%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE EQUALS $7.50
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
09-Sep-92 7.14 133.333 133.333 $952.00
21-Sep-92 7.14 0.033 0.000 133.333 952.00
30-Sep-92 7.1400 0.058 0.000 133.333 952.00
30-Oct-92 7.1500 0.140 0.000 133.333 953.33
31-Oct-92 7.15 0.142 0.000 133.333 953.33
30-Nov-92 7.41 0.225 0.000 133.333 988.00
28-Dec-92 0.015000 D 7.3900 0.301 0.271 133.604 987.33
30-Dec-92 7.5000 0.307 0.000 133.604 1,002.03
31-Dec-92 7.5500 0.310 0.000 133.604 1,008.71
29-Jan-93 7.8800 0.389 0.000 133.604 1,052.80
31-Jan-93 7.8800 0.395 0.000 133.604 1,052.80
28-Feb-93 7.9100 0.471 0.000 133.604 1,056.81
31-Mar-93 8.3500 0.556 0.000 133.604 1,115.59
30-Apr-93 8.4900 0.638 0.000 133.604 1,134.30
31-May-93 9.02 0.723 0.000 133.604 1,205.11
30-Jun-93 8.9500 0.805 0.000 133.604 1,195.76
31-Jul-93 9.15 0.890 0.000 133.604 1,222.48
31-Aug-93 9.65 0.975 0.000 133.604 1,289.28
01-Sep-93 9.71 0.978 0.000 133.604 1,297.29
30-Sep-93 9.80 1.058 0.000 133.604 1,309.32
29-Oct-93 9.98 1.137 0.000 133.604 1,333.37
31-Oct-93 9.98 1.142 0.000 133.604 1,333.37
30-Nov-93 9.72 1.225 0.000 133.604 1,298.63
28-Dec-93 0.064000 G 10.39 1.301 0.823 134.427 1,396.70
31-Dec-93 10.51 1.310 0.000 134.427 1,412.83
31-Jan-94 11.27 1.395 0.000 134.427 1,514.99
28-Feb-94 11.29 1.471 0.000 134.427 1,517.68
31-Mar-94 10.87 1.556 0.000 134.427 1,461.22
30-Apr-94 11.08 1.638 0.000 134.427 1,489.45
31-May-94 10.71 1.723 0.000 134.427 1,439.71
30-Jun-94 10.38 1.805 0.000 134.427 1,395.35
31-Jul-94 10.61 1.890 0.000 134.427 1,426.27
31-Aug-94 11.37 1.975 0.000 134.427 1,528.43
15-Sep-94 11.62 2.016 0.000 134.427 1,562.04
21-Sep-94 11.58 2.033 0.000 134.427 1,556.66
30-Sep-94 11.56 2.058 0.000 134.427 1,553.98
31-Oct-94 11.93 2.142 0.000 134.427 1,603.71
30-Nov-94 11.47 2.225 0.000 134.427 1,541.88
14-Dec-94 0.332000 G 10.79 2.263 4.136 138.563 1,495.09
31-Dec-94 11.23 2.310 0.000 138.563 1,556.06
31-Jan-95 10.65 2.395 0.000 138.563 1,475.70
28-Feb-95 10.96 2.471 0.000 138.563 1,518.65
31-Mar-95 11.48 2.556 0.000 138.563 1,590.70
30-Apr-95 11.88 2.638 0.000 138.563 1,646.13
31-May-95 11.95 2.723 0.000 138.563 1,655.83
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
30-Jun-95 12.37 2.805 0.000 138.563 1,714.02
31-Jul-95 13.40 2.890 0.000 138.563 1,856.74
31-Aug-95 13.63 2.975 0.000 138.563 1,888.61
21-Sep-95 14.31 3.033 0.000 138.563 1,982.84
30-Sep-95 14.12 3.058 0.000 138.563 1,956.51
31-Oct-95 13.90 3.142 0.000 138.563 1,926.03
30-Nov-95 13.86 3.225 0.000 138.563 1,920.48
22-Dec-95 0.955000 G 12.95 3.285 10.218 148.781 1,926.71
31-Dec-95 13.16 3.310 0.000 148.781 1,957.96
31-Jan-96 13.39 3.395 0.000 148.781 1,992.18
29-Feb-96 13.86 3.474 0.000 148.781 2,062.10
31-Mar-96 14.18 3.559 0.000 148.781 2,109.71
30-Apr-96 15.15 3.641 0.000 148.781 2,254.03
24-May-96 15.46 3.707 0.000 148.781 2,300.15
31-May-96 15.53 3.726 0.000 148.781 2,310.57
05-Jun-96 15.53 3.740 0.000 148.781 2,310.57
30-Jun-96 15.56 3.808 0.000 148.781 2,315.03
16-Jul-96 14.59 3.852 0.000 148.781 2,170.71
31-Jul-96 14.74 3.893 0.000 148.781 2,193.03
06-Aug-96 14.87 3.910 0.000 148.781 2,212.37
31-Aug-96 15.03 3.978 0.000 148.781 2,236.18
30-Sep-96 15.41 4.060 0.000 148.781 2,292.72
31-Oct-96 15.14 4.145 0.000 148.781 2,252.54
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - 21.64%
N = NUMBER OF YEARS - 4.145
ERV = ENDING REDEEMABLE VALUE $2,252.54
TOTAL RETURN FOR PERIOD 125.25%
<PAGE>
GLOBAL SMALLER COMPANIES FUND - CLASS B
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN (LESS CDSL) FOR THE 0.53
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE - $14.4400
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
22-Apr-96 14.4400 69.252 69.252 $1,000.00
30-Apr-96 14.7800 0.022 0.000 69.252 1,023.54
31-May-96 15.1400 0.107 0.000 69.252 1,048.48
30-Jun-96 15.1600 0.189 0.000 69.252 1,049.86
31-Jul-96 14.3600 0.274 0.000 69.252 994.46
31-Aug-96 14.6200 0.359 0.000 69.252 1,012.46
30-Sep-96 14.9900 0.441 0.000 69.252 1,038.09
31-Oct-96 14.7200 0.526 0.000 69.252 1,019.39
LESS CDSL - 5% (50.00)
969.39
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - N/A
N = NUMBER OF YEARS - 0.526
ERV=ENDING REDEEMABLE VALUE $969.39
TOTAL RETURN (LESS CDSL) -3.06%
<PAGE>
GLOBAL SMALLER COMPANIES FUND-CLASS D
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN COMPUTATION FOR THE 3.50
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE EQUALS $8.520
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
03-May-93 8.52 117.371 117.371 $1,000.00
31-May-93 9.01 0.077 0.000 117.371 1,057.51
16-Jun-93 8.89 0.121 0.000 117.371 1,043.43
30-Jun-93 8.95 0.159 0.000 117.371 1,050.47
31-Jul-93 9.14 0.244 0.000 117.371 1,072.77
31-Aug-93 9.64 0.329 0.000 117.371 1,131.46
01-Sep-93 9.69 0.332 0.000 117.371 1,137.32
30-Sep-93 9.78 0.411 0.000 117.371 1,147.89
29-Oct-93 9.94 0.490 0.000 117.371 1,166.67
31-Oct-93 9.94 0.496 0.000 117.371 1,166.67
30-Nov-93 9.69 0.578 0.000 117.371 1,137.32
28-Dec-93 0.064000 G 10.35 0.655 0.726 118.097 1,222.30
31-Dec-93 10.47 0.663 0.000 118.097 1,236.48
31-Jan-94 11.21 0.748 0.000 118.097 1,323.87
28-Feb-94 11.23 0.825 0.000 118.097 1,326.23
31-Mar-94 10.80 0.910 0.000 118.097 1,275.45
30-Apr-94 11.01 0.992 0.000 118.097 1,300.25
31-May-94 10.62 1.077 0.000 118.097 1,254.19
30-Jun-94 10.30 1.159 0.000 118.097 1,216.40
31-Jul-94 10.51 1.244 0.000 118.097 1,241.20
31-Aug-94 11.26 1.329 0.000 118.097 1,329.77
21-Sep-94 11.46 1.386 0.000 118.097 1,353.39
30-Sep-94 11.44 1.411 0.000 118.097 1,351.03
31-Oct-94 11.80 1.496 0.000 118.097 1,393.54
30-Nov-94 11.34 1.578 0.000 118.097 1,339.22
14-Dec-94 0.332000 G 10.66 1.616 3.678 121.775 1,298.12
31-Dec-94 11.09 1.663 0.000 121.775 1,350.48
31-Jan-95 10.51 1.748 0.000 121.775 1,279.86
28-Feb-95 10.81 1.825 0.000 121.775 1,316.39
31-Mar-95 11.31 1.910 0.000 121.775 1,377.28
30-Apr-95 11.70 1.992 0.000 121.775 1,424.77
31-May-95 11.76 2.077 0.000 121.775 1,432.07
30-Jun-95 12.16 2.159 0.000 121.775 1,480.78
31-Jul-95 13.17 2.244 0.000 121.775 1,603.78
31-Aug-95 13.38 2.329 0.000 121.775 1,629.35
21-Sep-95 14.04 2.386 0.000 121.775 1,709.72
30-Sep-95 13.86 2.411 0.000 121.775 1,687.80
31-Oct-95 13.63 2.496 0.000 121.775 1,659.79
30-Nov-95 13.58 2.578 0.000 121.775 1,653.70
22-Dec-95 0.955000 G 12.67 2.638 9.179 130.954 1,659.19
31-Dec-95 12.87 2.663 0.000 130.954 1,685.38
31-Jan-96 13.09 2.748 0.000 130.954 1,714.19
29-Feb-96 13.54 2.827 0.000 130.954 1,773.12
31-Mar-96 13.84 2.912 0.000 130.954 1,812.40
30-Apr-96 14.78 2.995 0.000 130.954 1,935.50
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
31-May-96 15.14 3.079 0.000 130.954 1,982.64
30-Jun-96 15.16 3.162 0.000 130.954 1,985.26
31-Jul-96 14.36 3.247 0.000 130.954 1,880.50
31-Aug-96 14.62 3.332 0.000 130.954 1,914.55
30-Sep-96 14.99 3.414 0.000 130.954 1,963.00
31-Oct-96 14.72 3.499 0.000 130.954 1,927.64
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - 20.63%
N = NUMBER OF YEARS - 3.499
ERV = ENDING REDEEMABLE VALUE $1,927.64
TOTAL RETURN FOR PERIOD 92.76%
<PAGE>
SELIGMAN HENDERSON GLOBAL TECH. FUND - CLASS A
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN COMPUTATION FOR THE 2.44
LOAD RATE EQUALS 4.75%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE EQUALS $7.50
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
23-May-94 7.14 133.333 133.333 $952.00
26-May-94 7.14 0.008 0.000 133.333 952.00
30-May-94 7.12 0.019 0.000 133.333 949.33
31-May-94 7.12 0.022 0.000 133.333 949.33
29-Jun-94 7.00 0.101 0.000 133.333 933.33
30-Jun-94 7.00 0.104 0.000 133.333 933.33
30-Jul-94 7.21 0.186 0.000 133.333 961.33
31-Jul-94 7.21 0.189 0.000 133.333 961.33
30-Aug-94 7.81 0.271 0.000 133.333 1,041.33
31-Aug-94 7.78 0.274 0.000 133.333 1,037.33
21-Sep-94 8.01 0.332 0.000 133.333 1,068.00
29-Sep-94 8.03 0.353 0.000 133.333 1,070.66
30-Sep-94 8.10 0.356 0.000 133.333 1,080.00
28-Oct-94 8.35 0.433 0.000 133.333 1,113.33
31-Oct-94 8.37 0.441 0.000 133.333 1,116.00
29-Nov-94 8.19 0.521 0.000 133.333 1,092.00
30-Nov-94 8.19 0.523 0.000 133.333 1,092.00
14-Dec-94 0.071000 G 7.93 0.562 1.194 134.527 1,066.80
31-Dec-94 8.30 0.608 0.000 134.527 1,116.57
31-Jan-95 7.95 0.693 0.000 134.527 1,069.49
28-Feb-95 8.38 0.770 0.000 134.527 1,127.34
31-Mar-95 9.22 0.855 0.000 134.527 1,240.34
30-Apr-95 9.86 0.937 0.000 134.527 1,326.44
22-May-95 10.49 0.997 0.000 134.527 1,411.19
23-May-95 10.62 1.000 0.000 134.527 1,428.68
31-May-95 10.45 1.022 0.000 134.527 1,405.81
30-Jun-95 11.41 1.104 0.000 134.527 1,534.95
28-Jul-95 12.60 1.181 0.000 134.527 1,695.04
31-Jul-95 12.53 1.189 0.000 134.527 1,685.62
22-Aug-95 12.85 1.249 0.000 134.527 1,728.67
28-Aug-95 12.73 1.266 0.000 134.527 1,712.53
31-Aug-95 12.87 1.274 0.000 134.527 1,731.36
21-Sep-95 13.48 1.332 0.000 134.527 1,813.42
30-Sep-95 13.21 1.356 0.000 134.527 1,777.10
31-Oct-95 13.05 1.441 0.000 134.527 1,755.58
01-Nov-95 13.09 1.444 0.000 134.527 1,760.96
30-Nov-95 12.76 1.523 0.000 134.527 1,716.56
22-Dec-95 0.771000 G 11.40 1.584 9.098 143.625 1,637.33
22-Dec-95 0.019000 D 11.40 1.584 0.224 143.849 1,639.88
31-Dec-95 11.26 1.608 0.000 143.849 1,619.74
23-Jan-96 10.86 1.671 0.000 143.849 1,562.20
31-Jan-96 11.05 1.693 0.000 143.849 1,589.53
29-Feb-96 11.42 1.773 0.000 143.849 1,642.76
31-Mar-96 10.93 1.858 0.000 143.849 1,572.27
30-Apr-96 12.19 1.940 0.000 143.849 1,753.52
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
31-May-96 12.44 2.025 0.000 143.849 1,789.48
30-Jun-96 11.33 2.107 0.000 143.849 1,629.81
31-Jul-96 10.43 2.192 0.000 143.849 1,500.35
31-Aug-96 10.88 2.277 0.000 143.849 1,565.08
30-Sep-96 11.41 2.359 0.000 143.849 1,641.32
31-Oct-96 11.31 2.444 0.000 143.849 1,626.93
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - 22.04%
N = NUMBER OF YEARS - 2.444
ERV = ENDING REDEEMABLE VALUE $1,626.93
TOTAL RETURN FOR PERIOD 62.69%
<PAGE>
SELIGMAN HENDERSON GLOBAL TECH FUND-CLASS B
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN (LESS CDSL) FOR THE 0.53
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE - $11.4700
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
22-Apr-96 11.4700 87.184 87.184 $1,000.00
30-Apr-96 12.0000 0.022 0.000 87.184 1,046.21
31-May-96 12.2400 0.107 0.000 87.184 1,067.13
30-Jun-96 11.1400 0.189 0.000 87.184 971.23
31-Jul-96 10.2500 0.274 0.000 87.184 893.64
31-Aug-96 10.6900 0.359 0.000 87.184 932.00
30-Sep-96 11.2000 0.441 0.000 87.184 976.46
31-Oct-96 11.0900 0.526 0.000 87.184 966.87
LESS CDSL -5% (48.34)
918.53
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - N/A
N = NUMBER OF YEARS - 0.526
ERV=ENDING REDEEMABLE VALUE $918.53
TOTAL RETURN (LESS CDSL) -8.15%
<PAGE>
SELIGMAN HENDERSON GLOBAL TECH. FUND - CLASS D
AVERAGE ANNUAL TOTAL RETURN OF AN ASSUMED INVESTMENT OF $1,000.00
RETURN COMPUTATION FOR THE 2.44
LOAD RATE EQUALS 0.00%
YEAR PERIOD ENDED 31-Oct-96
MAXIMUM OFFERING PRICE EQUALS $7.14
<TABLE>
<CAPTION>
DVD PER # OF SHARES CUMUL
DATE SHARE D/G NAV YRS ACQUIRED SHARES VALUE
---- ----- --- --- --- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
23-May-94 7.14 140.056 140.056 $1,000.00
31-May-94 7.12 0.022 0.000 140.056 997.20
30-Jun-94 6.99 0.104 0.000 140.056 978.99
31-Jul-94 7.20 0.189 0.000 140.056 1,008.40
31-Aug-94 7.77 0.274 0.000 140.056 1,088.24
30-Sep-94 8.07 0.356 0.000 140.056 1,130.25
31-Oct-94 8.34 0.441 0.000 140.056 1,168.07
30-Nov-94 8.15 0.523 0.000 140.056 1,141.46
14-Dec-94 0.071000 G 7.89 0.562 1.260 141.316 1,114.98
31-Dec-94 8.25 0.608 0.000 141.316 1,165.86
31-Jan-95 7.89 0.693 0.000 141.316 1,114.98
28-Feb-95 8.32 0.770 0.000 141.316 1,175.75
31-Mar-95 9.15 0.855 0.000 141.316 1,293.04
30-Apr-95 9.78 0.937 0.000 141.316 1,382.07
31-May-95 10.36 1.022 0.000 141.316 1,464.03
30-Jun-95 11.30 1.104 0.000 141.316 1,596.87
31-Jul-95 12.40 1.189 0.000 141.316 1,752.32
31-Aug-95 12.72 1.274 0.000 141.316 1,797.54
30-Sep-95 13.05 1.356 0.000 141.316 1,844.17
31-Oct-95 12.89 1.441 0.000 141.316 1,821.56
30-Nov-95 12.59 1.523 0.000 141.316 1,779.17
22-Dec-95 0.771000 G 11.26 1.584 9.676 150.992 1,700.17
31-Dec-95 11.12 1.608 0.000 150.992 1,679.03
31-Jan-96 10.90 1.693 0.000 150.992 1,645.81
29-Feb-96 11.25 1.773 0.000 150.992 1,698.66
31-Mar-96 10.77 1.858 0.000 150.992 1,626.18
30-Apr-96 12.00 1.940 0.000 150.992 1,811.90
31-May-96 12.24 2.025 0.000 150.992 1,848.14
30-Jun-96 11.14 2.107 0.000 150.992 1,682.05
31-Jul-96 10.25 2.192 0.000 150.992 1,547.67
31-Aug-96 10.69 2.277 0.000 150.992 1,614.10
30-Sep-96 11.20 2.359 0.000 150.992 1,691.11
31-Oct-96 11.09 2.444 0.000 150.992 1,674.50
</TABLE>
CALCULATION OF
AVERAGE ANNUAL TOTAL RETURN
P*(1+T) N = ERV
P = INITIAL PAYMENT - $1,000.00
T = AVG. ANNUAL TOTAL RETURN - 23.48%
N = NUMBER OF YEARS - 2.444
ERV = ENDING REDEEMABLE VALUE $1,674.50
TOTAL RETURN FOR PERIOD 67.45%
