SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check
the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use
of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
-------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------
3) Filing Party:
---------------------------------------
4) Date Filed:
---------------------------------------
<PAGE>
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, New York 10017
Toll-Free Telephone: (800) 221-2450
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 1998
To the Shareholders:
A Special Meeting of Shareholders (the "Meeting") of each Series of Seligman
Henderson Global Fund Series, Inc., a Maryland corporation (the "Fund"), will be
held at the Grand Hyatt Hotel, 42nd Street and Lexington Avenue, New York, New
York on June 30, 1998 at 10:00 A.M., for the following purposes:
(1) To elect twelve Directors;
(2) To act on a proposal to ratify the selection of Deloitte & Touche
llp as auditors of the Fund for 1998;
(3) To approve or disapprove new Subadvisory Agreements for each Series
of the Fund between J. & W. Seligman & Co. Incorporated (the "Manag-
er") and Seligman Henderson Co., such agreements to be identical to
the prior subadvisory agreements in all respects except as to their
commencement dates and termination dates;
(4) To approve or disapprove a new Subadvisory Agreement for each Series of
the Fund between the Manager and Henderson Investment Management
Limited, such agreement to become effective upon termination of the
Subadvisory Agreements referred to in proposal (3); and
(5) To transact such other business as may properly come before the
Meeting or any adjournment thereof;
all as set forth in the Proxy Statement accompanying this Notice.
The approval of Proposals 3 and 4 by the shareholders of a Series will not
result in any increase in the aggregate fees payable by the Series.
The close of business on April 30, 1998 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof.
By order of the Board of
Directors,
/s/ Frank Nasta
Secretary
Dated: New York, New York, May 18, 1998
------------
YOUR VOTE IS IMPORTANTNO MATTER HOW MANY SHARES YOU OWN. PLEASE
INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT,
AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE
AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOIDTHE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING
YOUR PROXY PROMPTLY.A PROXY WILL NOT BE REQUIRED FOR ADMISSION TO
THE MEETING.
<PAGE>
May 18, 1998
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 PARK AVENUE, NEW YORK, NEW YORK 10017
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 1998
This Proxy Statement is furnished to you in connection with the solicitation
of Proxies by the Board of Directors of Seligman Henderson Global Fund Series,
Inc. (the "Fund") to be used at the Special Meeting of Shareholders (the
"Meeting") to be held at the Grand Hyatt Hotel, 42nd Street and Lexington
Avenue, New York, New York on June 30, 1998.
The Fund offers five separate Series, each of which is a separate pool of
assets constituting, in effect, a separate fund with its own investment
objectives and policies. The names of the five Series are 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 ("Global Technology
Fund").
This Proxy Statement relates to four proposals: (i) the election of twelve
Directors, (ii) the ratification of the selection of auditors for the Fund,
(iii) the approval of new Subadvisory Agreements for each Series of the Fund
between J. & W. Seligman & Co. Incorporated (the "Manager") and Seligman Hen-
derson Co. and (iv) the approval of a new Subadvisory Agreement for each Series
of the Fund between the Manager and Henderson Investment Management Limited.
Proposals 1 and 2 will be voted upon by the shareholders of all five Series
collectively. Proposals 3 and 4 will be voted upon separately with respect to
each Series by the shareholders of such Series.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you give no
instructions and return your signed Proxy, your shares will be voted (i) for the
election of twelve Directors, (ii) for the ratification of the selection of
auditors, (iii) for the approval of new Subadvisory Agreements for each Series
of the Fund between the Manager and Seligman Henderson Co., (iv) for the
approval of new a Subadvisory Agreement for each Series of <PAGE>
the Fund between the Manager and Henderson Investment Management Limited, which
arrangements will involve no change in the aggregate fees payable by any Series
and, at the discretion of the Proxy holders, on any other matter that may
properly have come before the Meeting or any adjournment thereof. You may revoke
your Proxy or change it by written notice to the Fund (Attention: the Secretary)
or by notice at the Meeting at any time prior to the time it is voted.
The close of business on April 30, 1998 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. On that date, each Series of the Fund had
outstanding and entitled to vote the number of shares of Class A capital stock,
Class B capital stock and Class D capital stock set forth below:
<TABLE>
<CAPTION>
SERIES CLASS A CLASS B CLASS D
- ------ ---------- ---------- ----------
<S> <C> <C> <C>
International Fund............................. 2,431,471 460,796 2,214,234
Emerging Markets Growth Fund................... 5,215,122 3,672,155 3,406,785
Global Growth Opportunities Fund............... 10,942,208 2,160,515 6,845,051
Global Smaller Companies Fund.................. 25,853,175 16,834,444 22,475,087
Global Technology Fund......................... 41,517,450 4,775,425 17,313,951
</TABLE>
Each share outstanding on the record date, regardless of class, will be
entitled to one vote at the Meeting. For all matters on which a vote of a
majority of the shares outstanding and entitled to vote is required (proposals 3
and 4), an abstention or broker non-vote will have the same effect as a vote
against the proposal. For any matters on which the affirmative vote of plurality
or a majority of the votes cast at a meeting is required (proposals 1 and 2), an
abstention or broker non-vote will not be considered a vote cast.
In the event that a quorum is not represented at the Meeting or, even if a
quorum is so represented, in the event that sufficient votes in favor of any
management proposal are not received by June 30, 1998, the persons named as
proxies may propose and vote for one or more adjournments of the Meeting if a
quorum is not represented or, if a quorum is so represented, only with respect
to such management proposal, with no notice other than an announcement at the
Meeting, and further solicitation may be made. Shares represented by proxies
indicating a vote against a management proposal will be voted against
adjournment in respect of that proposal.
The Fund is managed by the Manager. Seligman Henderson Co. (the
"Subadviser") supervises and directs the Fund's global investments. The Fund's
shareholder service agent is Seligman Data Corp. The Fund's distributor (prin-
cipal underwriter) is Seligman Financial Services, Inc. The address of each of
these entities is 100 Park Avenue, New York, New York 10017. The Fund will
2
<PAGE>
furnish, without charge, copies of its most recent annual report and semi-an-
nual report to any shareholder upon request to Seligman Data Corp. at (800)
221-2450.
It is expected that the Notice of Special Meeting, Proxy Statement and form of
Proxy will first be mailed to shareholders on or about May 18, 1998.
A. ELECTION OF DIRECTORS.
(Proposal 1)
At the Meeting, twelve Directors are to be elected. Mr. John R. Galvin, Dr.
Alice S. Ilchman, Messrs. Frank A. McPherson and John E. Merow, Mrs. Betsy S.
Michel and Messrs. William C. Morris, James C. Pitney, James Q. Riordan, Rich-
ard R. Schmaltz, Robert L. Shafer, James N. Whitson and Brian T. Zino (togeth-
er, the "Nominees") have each been recommended by the Director Nominating Com-
mittee of the Board of Directors of the Fund for election. If elected, such
Directors will hold office until the next meeting at which director elections
are held or until their successors are elected and qualified.
It is the intention of the persons named on the accompanying form of Proxy to
nominate and to vote for the election of the Nominees. Each of the Nominees has
been a Director since the date set forth in the background information regarding
such Nominees. Each of the nominees previously has been elected by the
shareholders of the Fund, with the exception of Messrs. Galvin and McPherson,
who were elected by the Board of Directors on May 18, 1995, and Mr. Schmaltz,
who was elected by the Board of Directors on May 16, 1997.
Each Nominee has agreed to serve if elected. There is no reason to believe
that any of the Nominees will become unavailable for election as a Director of
the Fund, but if that should occur before the Meeting, Proxies will be voted for
the persons the Board of Directors recommends.
Background information regarding the Nominees follows.
3
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
John R. Gal- DEAN, FLETCHER SCHOOL OF LAW AND DI- 71IN
vin 1995 to PLOMACY AT TUFTS UNIVERSITY, MED- 142EM
Date(68) FORD, MA. General Galvin is Director 146GG
or Trustee of each of the Seligman 85GS
[PHOTO] Group of investment companies.+ He 99GT
is also Chairman of the American
Council on Germany; a Governor of
the Center for Creative Leadership;
and a Director of Raytheon Co., the
National Defense University, and the
Institute for Defense Analysis. He
was formerly a Director of USLIFE
Corporation; Ambassador, U.S. State
Department for negotiations in Bos-
nia; Distinguished Policy Analyst at
Ohio State University; and Olin Dis-
tinguished Professor of National Se-
curity Studies at the United States
Military Academy. From June 1987 to
June 1992, General Galvin was the
Supreme Allied Commander, Europe and
the Commander-in-Chief, United
States European Command.
Alice S. PRESIDENT, SARAH LAWRENCE COLLEGE, 132IN
Ilchman 1992 BRONXVILLE, NY. Dr. Ilchman is a Di- 1,296EM
to Date (63) rector or Trustee of each of the Se- 2,285GG
ligman Group of investment compa- 369GS
[PHOTO] nies.+ She is also Chairman of The 1,747GT
Rockefeller Foundation and a Direc-
tor of The Committee for Economic
Development. She was formerly a
Trustee of The Markle Foundation;
and a Director of the International
Research & Exchange Board and NYNEX.
</TABLE>
4
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
Frank A. McPher- RETIRED CHAIRMAN OF THE BOARD AND 1,088 IN
son 1995 to CHIEF EXECUTIVE OFFICER OF KERR-MC- 2,661 EM
Date(65) GEE CORPORATION, OKLAHOMA CITY, OK. 3,208 GG
Mr. McPherson is a Director or 1,991 GS
[PHOTO] Trustee of each of the Seligman 108 GT
Group of investment companies.+ He
is also a Director of Kimberly-Clark
Corporation, Bank of Oklahoma Hold-
ing Company, Baptist Medical Center,
Oklahoma Chapter of the Nature Con-
servancy, Oklahoma Medical Research
Foundation, and National Boys and
Girls Clubs of America; and Presi-
dent of the Oklahoma Foundation for
Excellence in Education. He was for-
merly Chairman of the Oklahoma City
Chamber of Commerce and the Oklahoma
City Public Schools Foundation; a
Director of the Federal Reserve Sys-
tem's Kansas City Reserve Bank; and
a Member of The Business Roundtable.
John E. RETIRED CHAIRMAN AND SENIOR PARTNER, 5,000 IN
Merow 1992 to SULLIVAN & CROMWELL, LAW FIRM, NEW 10,000 EM
Date(68) YORK, NY. Mr. Merow is a Director or 10,000 GG
Trustee of each of the Seligman 5,000 GS
[PHOTO] Group of investment companies.+ He 15,000 GT
is also a Director of Commonwealth
Industries, Inc., the Foreign Policy
Association, the Municipal Art Soci-
ety of New York, and the United
States Council for International
Business; Chairman of the American
Australian Association; Chairman of
The New York and Presbyterian Hospi-
tal Care Network, Inc. and a Trustee
of The New York and Presbyterian
Hospital; Vice Chairman of the
United States-New Zealand Council;
and a Member of the American Law In-
stitute and the Council on Foreign
Relations.
</TABLE>
5
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
Betsy S. Michel ATTORNEY, GLADSTONE, NJ. Mrs. Michel 10,975 IN
1992 to Date is a Director or Trustee of each of 1,445 EM
(55) the Seligman Group of investment 1,462 GG
companies.+ She is also a Trustee of 15,150 GS
[PHOTO] The Geraldine R. Dodge Foundation; 1,008 GT
and Chairman of the Board of Trust-
ees of St. George's School (Newport,
RI). She was formerly a Director of
The National Association of Indepen-
dent Schools (Washington, DC)
William C. Mor- CHAIRMAN, J. & W. SELIGMAN & CO. IN- 16,700 IN
ris* 1991 to CORPORATED, NEW YORK, NY. Mr. Morris 4,551 EM
Date(60) is Chairman and Chief Executive Of- 63,351 GG
ficer of each of the Seligman Group 27,550 GS
[PHOTO] of investment companies;+ Chairman 13,541 GT
of Seligman Financial Services, Inc.
and Seligman Services, Inc.; and a
Director of Seligman Data Corp. He
is also Chairman of Carbo Ceramics
Inc.; a Member of the Board of Gov-
ernors of the Investment Company In-
stitute; and a Director of Kerr-Mc-
Gee Corporation.
</TABLE>
6
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
James C. Pitney RETIRED PARTNER, PITNEY, HARDIN, 1,496 IN
1992 to Date(71) KIPP & SZUCH, LAW FIRM, MORRISTOWN, 15,409 EM
NJ. Mr. Pitney is a Director or 145 GG
[PHOTO] Trustee of each of the Seligman 85 GS
Group of investment companies.+ He 99 GT
was formerly a Director of Public
Service Enterprise Group.
James Q. Riordan DIRECTOR, VARIOUS ORGANIZATIONS, 71 IN
1992 to Date STUART, FL. Mr. Riordan is a Direc- 710 EM
(70) tor or Trustee of each of the Selig- 146 GG
man Group of investment companies.+ 85 GS
[PHOTO] He is also a Director of The Houston 104 GT
Exploration Company, The Brooklyn
Museum, Keyspan Energy Corporation,
Brooklyn Union Gas Company, The Com-
mittee for Economic Development, and
Public Broadcasting Service (PBS).
He was formerly Vice Chairman of Mo-
bil Corporation; Co-Chairman of the
Policy Council of The Tax Founda-
tion; a Director and President of
Bekaert Corporation; and a Director
of Tesoro Petroleum Companies, Inc.
and Dow Jones & Company, Inc.
</TABLE>
7
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
Richard R. DIRECTOR AND MANAGING DIRECTOR, DI- 869 IN
Schmaltz*1997 to RECTOR OF INVESTMENTS, J. & W. SE- 321 EM
Date(57) LIGMAN & CO. INCORPORATED, NEW YORK, 208 GG
NY. Mr. Schmaltz is a Director or 995 GS
[PHOTO] Trustee of each of the Seligman 263 GT
Group of investment companies,+ with
the exception of Seligman Cash Man-
agement Fund, Inc. He is also a Di-
rector of Seligman Henderson Co. and
a Trustee Emeritus of Colby College.
He was formerly Director, Investment
Research at Neuberger & Berman from
May 1993 to September 1996 and Exec-
utive Vice President of McGlinn Cap-
ital from July 1987 to May 1993.
Robert L. Shafer RETIRED VICE PRESIDENT OF PFIZER 566 IN
1992 to Date INC., NEW YORK, NY. Mr. Shafer is a 500 EM
(66) Director or Trustee of each of the 521 GG
Seligman Group of investment compa- 547 GS
[PHOTO] nies.+ He was formerly a Director of 590 GT
USLIFE Corporation.
</TABLE>
8
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
James N. Whitson RETIRED EXECUTIVE VICE PRESIDENT AND 1,273 IN
1993 to Date CHIEF OPERATING OFFICER OF SAMMONS 1,000 EM
(63) ENTERPRISES, INC., DALLAS, TX. Mr. 2,085 GG
Whitson is a Director or Trustee of 1,211 GS
[PHOTO] each of the Seligman Group of in- 2,546 GT
vestment companies.+ He is also a
Consultant to and Director of
Sammons Enterprises, Inc.; and a Di-
rector of C-SPAN and CommScope, Inc.
He was formerly a Director of Red
Man Pipe and Supply Company.
Brian T. Zino* DIRECTOR AND PRESIDENT, J. & W. SE- 21,299 IN
1993 to Date(45) LIGMAN & CO. INCORPORATED, NEW YORK, 28,090 EM
NY. Mr. Zino is President of each of 6,515 GG
[PHOTO] the Seligman Group of investment 23,478 GS
companies,+ with the exception of 16,673 GT
Seligman Quality Municipal Fund,
Inc. and Seligman Select Municipal
Fund, Inc. He is also a Director or
Trustee of each of the Seligman
Group of investment companies;
Chairman of Seligman Data Corp.; and
a Director of Seligman Financial
Services, Inc., Seligman Services,
Inc. and Seligman Henderson Co.
</TABLE>
- ------------
+ The Seligman Group of investment companies consists of the Fund, Seligman
Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman Common Stock
Fund, Inc., Seligman Communications and Information Fund, Inc., Selig- man
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.,
Seligman Value Fund Series, Inc. and Tri-Continental Corporation.
** In this table, the Series of the Fund are identified by the following ab-
breviations: International Fund: "IN"; Emerging Markets Growth Fund: "EM";
Global Growth Opportunities Fund: "GG"; Global Smaller Companies Fund:
"GS"; and Global Technology Fund: "GT". All shares owned by Nominees on
April 30, 1998 were Class A shares.
9
<PAGE>
Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. At April 30, 1998, Directors and Officers of the
Fund as a group owned directly or indirectly 63,126 Class A shares, or 2.60% of
the outstanding shares of the Class A capital stock of the International Fund;
69,633 Class A shares, or 1.34% 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 Fund and Global Technology Fund. No Directors or
Officers owned Class B or Class D shares of any Series of the Fund as of such
date.
William C. Morris owns a majority of the outstanding voting securities of
the Manager. Accordingly, under the applicable provisions of the Investment
Company Act of 1940 (the "1940 Act"), Mr. Morris is a control person of the
Manager. Because the Manager owns a 50% interest in the Subadviser, Mr. Morris
may also be deemed to own indirectly a material interest in the Subadviser.
Messrs. Richard R. Schmaltz and Brian T. Zino are also shareholders of the
Manager.
As of January 1, 1997, Richard R. Schmaltz bought 500 Class A common shares
and 500 Class B common shares of the Manager from the Manager, each at a price
of $230.60 per share. As of January 1, 1998, Mr. Schmaltz bought 500 Class A
common shares and 1,000 Class B common shares of the Manager from the Manager,
each at a price of $239.48 per share.
The Board of Directors met six times during the Fund's fiscal year ended Oc-
tober 31, 1997. The standing committees of the Board include the Board
Operations Committee, Audit Committee and Director Nominating Committee. These
Committees are comprised solely of Directors who are not "interested persons" of
the Fund as that term is defined in the 1940 Act. The duties of these Committees
are described below.
Board Operations Committee. This Committee, which was formed on July 17,
1997, has authority generally to direct the operations of the Board, including
the nomination of members of other Board Committees, and the selection of le-
gal counsel for the Fund. Members of the Committee are Messrs. Riordan (Chair-
man), Galvin, McPherson, Merow, Pitney, Shafer and Whitson, Dr. Ilchman and
Mrs. Michel.
Audit Committee. This Committee recommends the independent public accountants
for selection as auditors by the Board and, when appropriate, shareholder
approval. In addition, it reviews, with the auditors and such other persons as
it determines, (a) the scope of audit, (b) accounting and financial internal
controls, (c) quality and adequacy of the accounting staff and (d) reports of
the auditors. The Committee comments to the Board when warranted and at least
annually. It is directly
10
<PAGE>
available to the auditors and officers of the Fund for consultation on audit,
accounting and related financial matters. The Committee met twice during the
fiscal year ended October 31, 1997. Members of this Committee are Messrs.
Whitson (Chairman), Galvin and McPherson and Mrs. Michel.
Director Nominating Committee. This Committee recommends to the Board per-
sons to be nominated for election as Directors by the shareholders and selects
and proposes nominees for election by the Board between shareholder meetings.
The Committee will consider suggestions from shareholders submitted in writing
to the Secretary of the Fund. The Committee met once during the fiscal year
ended October 31, 1997. Members of this Committee are Messrs. Pitney (Chair-
man), Riordan and Shafer and Dr. Ilchman.
EXECUTIVE OFFICERS OF THE FUND
Information with respect to Executive Officers, other than Messrs. Morris and
Zino, is as follows:
<TABLE>
<CAPTION>
POSITION WITH THE FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ---------------------------------------------------------------------------------
<S> <C> <C>
Brian Ashford-Russell 39 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER
OF THE GLOBAL TECHNOLOGY FUND since May 1994. Mr.
Ashford-Russell is a Portfolio Manager of Seligman
Henderson Co. and Henderson plc. He was formerly a
Portfolio Manager of Touche Remnant & Co.
Peter Bassett 42 VICE PRESIDENT OF THE FUND AND PORTFOLIO MANAGER OF
THE EMERGING MARKETS GROWTH FUND since May 1996. Mr.
Bassett is a Portfolio Manager of Seligman Henderson
Co. and Henderson plc. He was formerly a Portfolio
Manager of Touche Remnant & Co.
Iain C. Clark 47 VICE PRESIDENT OF THE FUND AND PORTFOLIO MANAGER OF
THE INTERNATIONAL FUND since April 1992 and CO-
PORTFOLIO MANAGER OF THE GLOBAL SMALLER COMPANIES
FUND since September 1992. Mr. Clark is a Managing
Director and Chief Investment Officer of Seligman
Henderson Co. He is also a Director and Senior
Portfolio Manager of Henderson plc.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH THE FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ---------------------------------------------------------------------------------
<C> <C> <S>
Nitin Mehta 37 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF THE
GLOBAL GROWTH OPPORTUNITIES FUND since May 1996. Mr. Mehta
is a Portfolio Manager of Seligman Henderson Co. and Hen-
derson plc. He was formerly Head of Currency Management
and Derivatives of Quorum Capital Management; Investment
Officer of International Finance Corp.; and Director of
Equities of Shearson Lehman Global Asset Management.
Arsen Mrakovcic 32 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF THE
GLOBAL SMALLER COMPANIES FUND since October 1995. Mr.
Mrakovcic is a Managing Director of the Manager. He is
also President and Portfolio Manager of one other invest-
ment company in the Seligman Group. He was formerly a Vice
President, Investment Officer and a Portfolio Assistant of
the Manager.
Lawrence P. Vogel 41 VICE PRESIDENT OF THE FUND since March 1992. Mr. Vogel is
Senior Vice President, Finance of the Manager. He is Vice
President of the other investment companies in the Selig-
man Group. He is also Senior Vice President, Finance of
Seligman Financial Services, Inc. and Seligman Data Corp;
Vice President of Seligman Services, Inc.; and Treasurer
of Seligman Henderson Co.
Paul H. Wick 35 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF THE
GLOBAL TECHNOLOGY FUND since May 1994. Mr. Wick is a Di-
rector and Managing Director of the Manager. He is also a
Vice President and Portfolio Manager of two other invest-
ment companies in the Seligman Group. He is also a Portfo-
lio Manager of Seligman Henderson Co. He was formerly a
Vice President, Investment Officer of the Manager; and Se-
nior Vice President and Portfolio Manager of Chuo Trust
and JWS Advisers, Inc.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH THE FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ---------------------------------------------------------------------------------
<S> <C> <C>
Frank J. Nasta 33 SECRETARY OF THE FUND since March 1994. Mr. Nasta is Senior
Vice President, Law and Regulation and Corporate Secretary of
the Manager. He is Secretary of the other investment compa-
nies in the Seligman Group. He is also Corporate Secretary of
Seligman Financial Services, Inc., Seligman Services, Inc.,
Seligman Henderson Co., and Seligman Data Corp.
Thomas G. Rose 40 TREASURER OF THE FUND since November 1992. Mr. Rose is Trea-
surer of the other investment companies in the Seligman
Group. He is also Treasurer of Seligman Data Corp.
</TABLE>
All officers are elected annually by the Board and serve until their
successors are elected and qualify or their earlier resignation. The address of
each of the foregoing Officers is 100 Park Avenue, New York, New York 10017,
except that the address of Messrs. Ashford-Russell, Bassett, Clark and Mehta is
3 Finsbury Avenue, London EC2M 2PA, England.
13
<PAGE>
REMUNERATION OF DIRECTORS AND OFFICERS
Director's attendance, retainer and /or committee fees paid to each Director
during fiscal 1997 were as follows:
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM FUND AND
NAME FROM FUND PART OF FUND EXPENSES FUND COMPLEX*
- ------------------ ------------ --------------------- ------------------
<S> <C> <C> <C>
John R. Galvin $ 4,930.92 -0- $67,000.00
Alice S. Ilchman 4,842.00 -0- 65,000.00
Frank A. McPherson 4,895.23 -0- 66,000.00
John E. Merow 4,842.01 -0- 65,000.00
Betsy S. Michel 4,930.95 -0- 67,000.00
James C. Pitney 4,788.85 -0- 64,000.00
James Q. Riordan 4,877.75 -0- 66,000.00
Robert L. Shafer 4,877.73 -0- 66,000.00
James N. Whitson 4,948.92+ -0- 67,000.00
----------
$43,933.86
==========
</TABLE>
- ------------
*There are 17 other investment companies in the Seligman Group.
+Deferred.
The Fund has a compensation arrangement under which outside directors may
elect to defer receiving their fees. A Director who has elected deferral of his
or her fees may choose a rate of return equal to either (i) the interest rate on
short-term Treasury bills, or (ii) effective March 19, 1998, the rate of return
on the shares of certain of the investment companies advised by the Manager, as
designated by the Director. The annual cost of such return 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
amount of deferred compensation (including interest) payable to Mr. Whitson as
of October 31, 1997 was $16,118. Messrs. Merow and Pitney no longer defer
current compensation; however, they have accrued deferred compensation in the
amounts of $14,047 and $1,780, respectively, as of October 31, 1997.
Directors and officers of the Fund are also directors and officers of some or
all of the other investment companies in the Seligman Group.
No compensation is paid by the Fund to Directors or officers of the Fund who
are employees of, or consultants to, the Manager.
14
<PAGE>
The affirmative vote of a plurality of the votes cast at the Meeting is
required to approve the election of the Nominees.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR
THE ELECTION OF EACH OF THE NOMINEES TO SERVE AS A DIRECTOR OF THE FUND.
B. RATIFICATION OF SELECTION OF AUDITORS.
(Proposal 2)
In accordance with the requirements of the 1940 Act, the Board of Directors is
required to select independent public accountants as auditors of the Fund each
year. If a shareholders' meeting is held, the Board's selection is subject to
ratification or rejection by shareholders.
The Audit Committee of the Board of Directors has recommended, and the Board
of Directors, including a majority of those members who are not "interested
persons" of the Fund (as defined in the 1940 Act), has selected Deloitte &
Touche llp as auditors of the Fund for fiscal 1998. The firm of Deloitte &
Touche llp has extensive experience in investment company accounting and au-
diting. It is expected that a representative of Deloitte & Touche llp will be
present at the Meeting and will have the opportunity to make a statement and
respond to questions.
The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify the selection of auditors.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS OF THE FUND.
15
<PAGE>
C. APPROVAL OF NEW SUBADVISORY ARRANGEMENTS
(Proposal 3--Interim Subadvisory Agreements)
(Proposal 4--Proposed Subadvisory Agreement)
GENERAL
Original Subadvisory Agreements. Pursuant to a Management Agreement between
the Manager and the Fund, on behalf of its several Series, the Manager
administers the business and other affairs of the Fund. Seligman Henderson Co.
serves as Subadviser to the Fund pursuant to subadvisory agreements between the
Manager and the Subadviser, which provide that the Subadviser will supervise and
direct the Series' global investments in accordance with each Series' investment
objective, policies and restrictions. As explained below, the original
subadvisory agreements for each Series (collectively, the "Original Subadvisory
Agreements") terminated in accordance with their terms on March 30, 1998, and
the Manager and the Subadviser entered into new subadvisory agreements that are
identical to the Original Subadvisory Agreements in all respects except as to
their commencement dates and termination dates (collectively, the "Interim
Subadvisory Agreements"). Fees under the Original Subadvisory Agreements were
paid, and fees under the Interim Subadvisory Agreements are paid, directly by
the Manager from its management fee and do not affect the fees paid by the
Series of the Fund.
The Subadviser was founded in 1991 as a general partnership between the
Manager and Henderson International, Inc., each partner owning equal 50%
interests in the joint venture. Henderson International, Inc., whose principal
address is 3 Finsbury Avenue, London EC2M 2PA, England, is a wholly owned
subsidiary of Henderson plc, a United Kingdom corporation ("Henderson") located
at the same address. The Subadviser is headquartered in New York and was created
to provide international and global investment management services to
institutional and individual investors and investment companies in the United
States.
The Subadviser currently serves as subadviser for investment portfolios of
another investment company managed by the Manager. A table setting forth the net
assets of those investment companies for which the Subadviser currently serves
as subadviser, and which have investment objectives similar to those of the
Series of the Fund, and the subadvisory fee rates paid by such companies, is
attached as Exhibit C to this Proxy Statement. The aggregate net assets managed
by the Subadviser were approximately $3.6 billion at March 31, 1998, including
$2.4 billion of the Fund's net assets.
The Original Subadvisory Agreement relating to each Series other than the
Seligman Henderson Emerging Markets Growth Fund (the "Emerging Markets Growth
Fund") was dated March
16
<PAGE>
19, 1992. The Board of Directors of the Fund approved such Original Subadvisory
Agreement with respect to the International Fund on March 19, 1992; with respect
to the Global Growth Opportunities Fund on September 21, 1995; with respect to
the Global Smaller Companies Fund on July 16, 1992; and with respect to the
Global Technology Fund on March 17, 1994. Such Original Subadvisory Agreement
was approved by the shareholders of the International Fund and the shareholders
of the Global Smaller Companies Fund on May 20, 1993; by the sole shareholder of
the Global Growth Opportunities Fund on Octo- ber 24, 1995; and by the sole
shareholder of the Global Technology Fund on May 9, 1994. The Original
Subadvisory Agreement in respect of the Emerging Markets Growth Fund was dated
March 21, 1996 and was approved by the Board of Directors of the Fund on March
21, 1996 and by the sole shareholder of the Emerging Markets Growth Fund on May
10, 1996. The Original Subadvisory Agreements were not submitted to a vote of
the shareholders of the Fund subsequent to their initial approvals in respect of
each Series.
The AMP Transaction. On February 3, 1998, the boards of directors of AMP
Limited ("AMP"), an Australian life insurance and financial services company,
and Henderson announced that they had reached agreement on the terms of a
recommended cash offer by a subsidiary of AMP for all of the issued share
capital of Henderson. The acquisition of Henderson by AMP (the "Acquisition")
was completed on March 30, 1998. Under the 1940 Act, AMP is deemed to "control"
Hen- derson because it owns more than 25% of Henderson's outstanding voting
securities.
The Acquisition may be deemed to have resulted in a change of control of the
Subadviser, because a wholly owned subsidiary of Henderson is one of the two
general partners of the Subadviser. Such a change of control would constitute an
"assignment," and thus the termination in accordance with its terms, of each of
the Original Subadvisory Agreements. March 30, 1998, the date of such
assignment, is referred to herein as the "Assignment Date."
Interim Subadvisory Agreements. On March 19, 1998, the Board of Directors of
the Fund unanimously approved the Interim Subadvisory Agreements, each of which
is identical to the corresponding Original Subadvisory Agreement except as to
its commencement date and its termination date, and recommended approval of such
Agreements by the shareholders of each Series of the Fund. The factors
considered by the Board of Directors in approving the Interim Subadvisory
Agreements are described below under "Factors Considered by the Board of
Directors." The Interim Subadvisory Agreements took effect (subject to approval
by the shareholders) on the Assignment Date and will continue in effect until
the Restructuring Date (as defined below) (subject to approval by the
shareholders of Proposal 4). The period from the Assignment Date to the
Restructuring Date is referred to as the "Interim Period." The Special Meeting
is being called, in
17
<PAGE>
part, in order that you have the opportunity to vote on the Interim Subadvisory
Agreements. If the shareholders do not approve the Interim Subadvisory Agreement
applicable to any Series of the Fund, the Manager will assume responsibility for
the management of the assets of that Series during the remainder of the Interim
Period for such Series, if any.
AMP, Henderson and the Subadviser have obtained an order from the Securities
and Exchange Commission (the "Order") permitting the implementation, prior to
obtaining shareholder approval, of each of the Interim Subadvisory Agreements
for a period of not more than 150 days beginning on the Assignment Date and
continuing through the date on which such Interim Subadvisory Agreement is
approved or disapproved by the applicable Series' shareholders, but in no event
after October 1, 1998. Such 150-day period will end on August 22, 1998. The
Interim Period is expected to fall within the period contemplated by the Order.
The Order permits the Subadviser to receive all fees earned under the Interim
Subadvisory Agreements during the Interim Period, provided that such fees are
paid into an interest-bearing escrow account maintained by an unaffiliated
escrow agent. The Manager and the Subadviser have entered into escrow agreements
with United States Trust Company of New York, as escrow agent (the "Escrow
Agent") for this purpose. The escrow arrangements were approved by the Board of
Directors at their meeting on March 19, 1998. The Escrow Agent will pay the
amounts in the escrow account (including interest) in respect of any Series of
the Fund to the Subadviser only after the Interim Subadvisory Agreement
applicable to such Series is approved by the shareholders of that Series. If the
shareholders of a Series do not approve the Interim Subadvisory Agreement, the
amounts held in escrow in respect of such Agreement will be returned to the
Series.
A copy of each Interim Subadvisory Agreement is set forth as Exhibit A to this
Proxy Statement.
Proposed Subadvisory Agreement. As a result of the AMP transaction and other
developments in the asset management businesses conducted by the Manager and by
Henderson, the Manager and Henderson have proposed a restructuring of the
existing subadvisory arrangements for each Series of the Fund. Henderson and the
Manager have proposed that, for each Series of the Fund, all responsibilities in
respect of such Series' international investments that are currently undertaken
by the Subadviser pursuant to the Interim Subadvisory Agreements be assumed by
Henderson Investment Management Limited (the "New Subadviser"), a wholly owned
subsidiary of Henderson that has applied for registration as an investment
adviser under the Investment Advisers Act of 1940, pursuant to a new subadvisory
agreement relating to all Series (the "Proposed Subadvisory Agreement"). On
April 30, 1998, the Directors of the Fund unanimously approved the Proposed
Subadvisory Agreement in respect of each Series and recommended that the
shareholders approve
18
<PAGE>
it. A description of the terms of the Proposed Subadvisory Agreement, and the
factors considered by the Directors in approving it, is set forth below. The
Proposed Subadvisory Agreement provides for a different structure for fees
payable by the Manager to the New Subadviser, but it would not result in any
change in the aggregate fees payable by any Series. If the Proposed Subadvisory
Agreement is approved in respect of a Series, it will take effect with respect
to that Series on the day after the date of approval by the Series (the
"Restructuring Date") and the Interim Subadvisory Agreement in respect of such
Series will terminate on the Restructuring Date. Since the Special Meeting of
Shareholders is to be held on June 30, 1998, the Restructuring Date for each
Series is expected to be July 1, 1998, subject to the effectiveness of the New
Subadviser's registration as an investment adviser.
A copy of the Proposed Subadvisory Agreement is set forth as Exhibit B to this
Proxy Statement.
TERMS OF THE ORIGINAL SUBADVISORY AGREEMENTS
Under each Original Subadvisory Agreement, the Subadviser, at its expense and
subject to the control of the Board of Directors and in accordance with the
objectives, policies and principles of the relevant Series of the Fund set forth
in the Fund's Prospectus, provided the Series with investment management
services, including investment research, advice and supervision. The Original
Subadvisory Agreements related to all assets of a Series, including investments
in securities of U.S. as well as foreign issuers. The Subadviser determined
which securities were to be purchased or sold by the Series, made purchases and
sales of securities on behalf of the Series and determined how any rights of the
Series were to be exercised. The Subadviser did not perform any non-advisory
services under the Original Subadvisory Agreements.
The Original Subadvisory Agreements provided that they would continue in
effect from year to year if such continuance were approved in the manner
required by the 1940 Act, and if the Subadviser had not notified the Manager at
least 60 days prior to an anniversary date that it did not desire such
continuance. The Original Subadvisory Agreements were terminable by the Fund,
without penalty, on 60 days' written notice to the Subadviser and provided for
automatic termination in the event of their assignment or upon termination of
the Management Agreement.
The Original Subadvisory Agreement relating to each Series other than the
Emerging Markets Growth Fund provided for a fee in respect of each such Series,
calculated daily and paid monthly, equal to 0.90 percent per annum of the
average daily net assets of that Series. The Original Subadvisory Agreement
relating to the Emerging Markets Growth Fund provided for a fee, calcu-
19
<PAGE>
lated daily and paid monthly, equal to 1.15 percent per annum of the average
daily net assets of the Emerging Markets Growth Fund. The Management Agreement
provides for a fee in respect of each Series of the Fund, calculated daily and
paid monthly, equal to 1.00 percent per annum of the average daily net assets
of that Series, except with respect to the Emerging Markets Growth Fund, for
which the Management Agreement provides for a fee, calculated daily and paid
monthly, equal to 1.25 percent of the average daily net assets of that Series.
The aggregate subadvisory fees paid by the Manager to the Subadviser pursuant
to the Original Subadvisory Agreements during the fiscal year of the Fund
ended October 31, 1997 in respect of each Series were as follows: Interna-
tional Fund: $893,484; Emerging Markets Growth Fund: $1,021,231; Global Growth
Opportunities Fund: $1,712,310; Global Smaller Companies Fund: $8,541,420; and
Global Technology Fund: $7,636,372.
TERMS OF THE INTERIM SUBADVISORY AGREEMENTS
Each Interim Subadvisory Agreement is identical in all respects to the
Original Subadvisory Agreement for the corresponding Series of the Fund except
as to its commencement date and termination date. The Interim Subadvisory
Agreements commenced on the Assignment Date and provide by their terms that they
will continue in effect until December 31, 1998, and thereafter from year to
year if such continuance is specifically approved in the manner required by the
1940 Act, and if the Subadviser shall not have notified the Manager at least 60
days prior to an anniversary date that it does not desire such continuance. (As
discussed above, however, if the Proposed Subadvisory Agreement is approved by
shareholders, it is contemplated that the Interim Subadvisory Agreements will
terminate on the Restructuring Date.)
TERMS OF THE PROPOSED SUBADVISORY AGREEMENT
Under the Proposed Subadvisory Agreement, the New Subadviser, which is a
wholly owned subsidiary of Henderson, would agree to furnish to the Manager and
the Fund such investment advice, research and assistance as the Manager or the
Fund from time to time reasonably requests. The New Subadviser's
responsibilities would include (1) participating in the development of each
Series' overall investment strategy and in the determination of country
allocations and sector and industry weightings; (2) providing investment advice
and research with respect to each Series' existing and potential investments in
securities of non-U.S. issuers, including company visits and meetings with
management; (3) determining securities for investment; (4) selecting brokers;
and (5) causing the execution of trades, including foreign exchange dealings.
The Proposed Subadvisory Agreement would also require the New Subadviser to make
available representatives to report to the Board of Directors of the Fund in
person on at least a semi-annual basis, and to provide such reports and other
information as the Manager or the Board may reasonably request.
20
<PAGE>
Under the Proposed Subadvisory Agreement, the New Subadviser will not have
ultimate responsibility for portfolio accounting and pricing (although it is
specifically required to assist in the pricing of assets under its supervision
which cannot be readily priced), as such services are generally provided by the
Fund's recordkeeping agent under the supervision of the Manager. However, the
New Subadviser would be responsible for co-ordinating custody matters with the
Fund's custodians in respect of the Fund's assets under the supervision of the
New Subadviser. The Management Agreement with respect to the Fund provides that
the Manager continues to have responsibility for investment management services
provided by any subadviser to the Fund and, in particular, that in the event a
subadviser ceases to provide any of the investment management services
identified in the Management Agreement, such services must be provided by the
Manager or by some other form of arrangement approved by the Fund. Accordingly,
the Manager will be responsible for any investment management services that it
does not request the New Subadviser to provide under the Proposed Subadvisory
Agreement, including services with respect to the U.S. assets of the Fund that
are currently provided by the Subadviser.
The form of the Proposed Subadvisory Agreement, which would replace the two
Interim Subadvisory Agreements, is set forth as Exhibit B to this Proxy
Statement.
The Proposed Subadvisory Agreement provides that it will continue in effect
with respect to each Series of the Fund until December 31, 1999 and from year to
year thereafter if such continuance is approved in the manner required by the
1940 Act, and if the New Subadviser has not notified the Manager at least 60
days prior to an anniversary date that it does not desire such continuance with
respect to any Series. The Proposed Subadvisory Agreement is terminable by the
Fund with respect to any Series, without penalty, on 60 days' written notice to
the New Subadviser and will terminate automatically in the event of its
assignment or upon termination of the Management Agreement.
The Proposed Subadvisory Agreement would apply on a Series-by-Series basis,
and the New Subadviser's fee for each Series would be calculated on the basis of
the assets of such Series. The Proposed Subadvisory Agreement provides that the
Manager will pay to the New Subadviser for its services a monthly fee based on
the "applicable percentage" of the average monthly assets under the New
Subadviser's supervision. The "applicable percentage" is an annual rate of 0.90%
for the period July 1, 1998 to June 30, 1999; 0.70% for the period July 1, 1999
to June 30, 2000; and 0.50% thereafter. Average monthly assets will be
determined for any month by taking the average of the assets (adjusted to add
receivables for assets sold and deduct payables for assets purchased) under the
New Subadviser's supervision as of (i) the opening of business on the first day
of such month and (ii) the close of business on the last day of such month. The
subadvisory fee is payable by the
21
<PAGE>
Manager from its own management fee, and the change in the subadvisory fee rate
contemplated by the Proposed Subadvisory Agreement will have no effect on the
fees payable by any Series of the Fund.
SUMMARY OF PRINCIPAL DIFFERENCES BETWEEN AGREEMENTS
The principal differences between the Original Subadvisory Agreements and the
Interim Subadvisory Agreements, on the one hand, and the Proposed Subadvisory
Agreement, on the other, are the substitution of the New Subadviser for the
Subadviser, the revised fee structure and the allocation of responsibilities and
scope of services to be provided. In addition, the Proposed Subadvisory
Agreement provides that the New Subadviser shall be subject to a higher standard
of care (negligence) as compared with the Original Subadvisory Agreements and
the Interim Subadvisory Agreements (gross negligence). As discussed above, the
Subadviser is a 50-50 joint venture between the Manager and Henderson, while the
New Subadviser is a wholly owned subsidiary of Henderson. The Subadviser
comprises personnel from both the Manager and Henderson and provides advice on a
global basis, whereas the personnel of the New Subadviser will be drawn
exclusively from Henderson and will provide advice principally with respect to
non-U.S. investments, with the Manager assuming responsibility for the Fund's
U.S. investments. The change in ownership structure also means that the Manager
will have no share in the profits or losses of the New Subadviser.
The Subadviser currently receives a fee equal to 0.90% (1.15% in the case of
the Emerging Markets Growth Fund) per annum of the average daily net assets of
each Series. Under the Proposed Subadvisory Agreement, the New Subadviser would
receive 0.90% of the average monthly assets of each Series under its
supervision, declining to 0.70% in the second year and 0.50% thereafter. Because
the ownership structure is different, the fee rates are different, and the fee
under the Proposed Subadvisory Agreement would be calculated on the basis of
assets under the Subadviser's supervision (which will be non-U.S. assets) rather
than all net assets of a Series, the fees that will be earned by the New
Subadviser are not directly comparable with those earned by the Subadviser under
the current arrangements. The Series of the Fund invest in foreign assets to
significantly different degrees. As a practical matter, International Fund and
Emerging Markets Growth Fund invest solely in foreign assets; Global Growth
Opportunities Fund invests principally in foreign assets; and Global Smaller
Companies Fund and Global Technology Fund tend to invest approximately equally
in U.S. and foreign assets. The split between U.S. and non-U.S. assets in the
Series that invest in both types of assets fluctuates over time. Such split is
determined by the Subadviser under the Interim Subadvisory Agreements, and would
be determined by the Manager under the Proposed Subadvisory Agreement. In
addition, in considering whether to vote in favor of the Proposed Subadvisory
Agreement, it is important to remember that the subadvisory fee is payable
22
<PAGE>
by the Manager from its own management fee, and approval of the Proposed
Subadvisory Agreement will have no effect on the fees payable by any Series of
the Fund.
The Proposed Subadvisory Agreement provides that the New Subadvisor would
provide the Manager and the Series with such investment advice, research and
assistance as the Manager or the Fund shall from time to time reasonably
request. This differs from the arrangements provided for under the Original
Subadvisory Agreements and the Interim Subadvisory Agreements, reflecting the
greater role of the Manager. The proposed fee to be paid to the New Subadviser
under the Proposed Subadvisory Agreement also differs from the fee paid under
the Original Subadvisory Agreements and Interim Subadvisory Agreements, which
contemplate that the Subadviser will provide all investment advisory services
required by the Fund, as described in the preceding paragraph.
If the Proposed Subadvisory Agreement is approved by shareholders, the Manager
and the New Subadviser intend to enter into a separate agreement that provides,
among other things, for the payment by the Manager of specified amounts to the
New Subadviser in the event that the Proposed Subadvisory Agreement is
terminated. Under such agreement, if the Manager terminates the Proposed
Subadvisory Agreement prior to June 30, 2001 (other than as a result of a
material breach by the New Subadviser of its obligations thereunder or a request
by the New Subadviser to terminate the Proposed Subadvisory Agreement), the
Manager will make payments to the New Subadviser in respect of each Series as to
which the New Subadvisory Agreement is cancelled in the following amounts:
International Fund: $216,000; Global Smaller Companies Fund: $1,266,000; Global
Technology Fund: $841,000; Global Growth Opportunities Fund: $333,000; Emerging
Markets Growth Fund: $215,000. Additionally, if such termination occurs prior to
December 31, 1999, the Manager will also pay to the New Subadviser an amount
equal to the fees that the New Subadviser would have earned under the Proposed
Subadvisory Agreement from the date of termination through December 31, 1999,
calculated on the assumption that the Fund's assets under the New Subadviser's
supervision are equal throughout such period to their value on the date of
termination. These payments would be made by the Manager from its own resources
and not by any Series of the Fund or its shareholders. The agreement between the
Manager and the New Subadviser also provides that the Manager may change the
names of the Fund and each Series and that Henderson has the right to remove its
name from the name of the Fund and each Series. Any name change of the Fund or
any Series would require action by the Board of Directors.
FACTORS CONSIDERED BY THE BOARD OF DIRECTORS
Interim Subadvisory Agreements. The Directors of the Fund met on February
12, March 5, and March 19, 1998 to evaluate the transaction between Henderson
and AMP and its expected effect
23
<PAGE>
on the Subadviser and the services the Subadviser provides to each Series of the
Fund. At these meetings, the Board of Directors considered various matters in
determining to approve the Interim Subadvisory Agreements and recommend them to
the shareholders. Senior representatives of AMP, Henderson, the Manager and the
Subadviser provided the Directors with detailed information about the expected
effect of the Acquisition on the Subadviser. The Fund's legal counsel advised
the Board of Directors on the nature of the matters to be considered and the
standards to be used by the Board of Directors in reaching its decision.
The Directors had evaluated the Original Subadvisory Agreements in November
1997 in connection with their annual determination as to their continuance, as
required by the 1940 Act. The factors that were considered in November 1997
included principles established by judicial decisions; the amount of the
subadvisory fees paid by the Series of the Fund; the services provided by the
Subadviser, its past performance and the quality of its personnel; the portfolio
transaction allocation and policies followed; portfolio turnover information;
the non-advisory services provided to the Fund; the expenses borne by the Fund
and the Subadviser; comparisons with other funds; the profitability of the
contracts to the Subadviser; the standards of care required by the Original
Subadvisory Agreements; the services offered and fees charged by other
investment advisers and subadvisers; and the financial stability of the
Subadviser. In their evaluation of the Interim Subadvisory Agreements in Feb-
ruary and March 1998, the Directors reviewed these considerations in light of
the proposed Acquisition, drawing on their knowledge of the operations and
competence of Henderson and the Subadviser gained as a result of serving as
Directors of the other investment companies in the Seligman Group.
The Directors also specifically considered the anticipated impact of the
Acquisition on each Series of the Fund and other factors related to the
Acquisition, including:
. The effect on the Subadviser's provision of investment subadvisory serv-
ices, including such matters as any plans for changes in investment ad-
visory personnel and the levels of research and technical support avail-
able to such persons, and the impact of the planned combination of the
asset management businesses of AMP and Henderson. In this regard, the
Directors considered the possible beneficial effect of the significantly
enhanced financial resources of Henderson after the Acquisition and the
fact that the combined entity would have more assets under management
than Henderson alone before the Acquisition. The Directors also consid-
ered information concerning AMP and AMP's current asset management busi-
ness, as well as AMP's plans for the future. Representatives of AMP and
Henderson advised the Directors that the Acquisition would not result in
any reduction in the quality of services now provided to the Fund and
that they did not expect the change
24
<PAGE>
in control of Henderson to result in any material changes in the manner in
which the Subadviser renders services to the Fund. The AMP and Hen- derson
representatives also stated that neither the Acquisition nor any ancillary
transactions would have any adverse effect on the Subadviser's ability to
fulfill its obligations under the Interim Subadvisory Agreements or to
operate its business in a manner consistent with past business practice.
. The effects of the Acquisition on the Manager's relationship with Hen-
derson and the Subadviser over the near and longer term and the
implications for the Subadviser's capabilities and relationships with the
Fund.
. The arrangements pursuant to which the current professionals and managers
of Henderson that are involved with the Subadviser would be induced to
remain with the new organization and the effects of the Acquisition on such
persons and the other officers and employees of Henderson that are involved
with the Subadviser.
. The nature, extent and quality of the management and administrative
services currently provided by the Subadviser, the Manager and other
service providers to the Fund and the expected impact, if any, of the
Acquisition on such services.
. The current and prospective financial condition and stability of the
combined AMP/Henderson asset management entity after the Acquisition.
. Any advantages or disadvantages to the Fund or any of its Series in
remaining one of the investment companies subadvised by the Subadviser
(giving effect to the changes that might result from the Acquisition).
. The fact that Henderson and the Manager agreed to bear the Fund's costs of
obtaining director and shareholder approval of the Interim Subadvisory
Agreements.
. The possible impact of the Acquisition on the information regularly
provided to the Directors, including information about the profitability of
the Fund to the Subadviser.
. The Manager's representation to the Board that the Acquisition would not
create an undue burden on the Fund or its shareholders under Section 15(f)
of the 1940 Act. In addition, 75 percent of the members of the Board are
currently not interested persons of the Subadviser.
. An undertaking by the Subadviser to continue to provide subadvisory
services on an interim basis in the event shareholder approval of the
Interim Subadvisory Agreements is not obtained within the time period
provided by the Order.
. Current developments in the investment company and investment advisory
industries.
25
<PAGE>
After careful consideration, the Directors unanimously approved the Interim
Subadvisory Agreements and recommended that the shareholders of each Series of
the Fund approve the Interim Subadvisory Agreement applicable to such Series.
Proposed Subadvisory Agreement. The Directors of the Fund met on April 30,
1998 to evaluate the Proposed Subadvisory Agreement with respect to each Series
of the Fund. At this meeting, the Board of Directors considered various matters
in determining to approve the Proposed Subadvisory Agreement and recommend it to
the shareholders. Senior representatives of Henderson, the Manager and the New
Subadviser provided the Directors with detailed information in connection with
the approval of the Proposed Subadvisory Agreement. The Fund's legal counsel
advised the Board of Directors on the nature of the matters to be considered and
the standards to be used by the Board of Directors in reaching its decision.
In their evaluation of the Proposed Subadvisory Agreement on April 30, 1998,
the Directors reviewed considerations substantially similar to those set forth
above in "Factors Considered by the Board of Directors--Interim Subadvisory
Agreements," as they related to the Proposed Subadvisory Agreement. In addition,
the Directors considered the following additional factors specifically relating
to the Proposed Subadvisory Agreement:
. The fees payable under the Proposed Subadvisory Agreement, and the
relationship of such fees, among other things, to the services anticipated
to be provided by the New Subadviser and the Manager over time.
. The business arrangements between the Manager and the New Subadviser
described above, and the potential impact on the various Series in the
event of the removal of the Henderson name from the Fund's or the various
Series' names.
. The proposed allocation of responsibilities and scope of services to be
provided by the Manager and the New Subadviser.
. The fairness and reasonableness of the subadvisory fees under the Proposed
Subadvisory Agreement and the management fees under the Management
Agreement, in light of the Proposed Subadvisory Agreement, including that
the portion of the management fees to be retained by the Manager is
justified by the level, nature and quality of services provided,
expectations of the Manager's future activities, and the anticipated
profitability to the Manager of the fee allocation.
The Directors reviewed the considerations mentioned above, drawing on their
knowledge gained as a result of serving on the Board of the Fund and other
investment companies in the Seligman Group, with respect to the operations and
competence of Henderson generally, and par-
26
<PAGE>
ticularly, the competence of the investment management and other personnel of
the Subadviser who are expected to continue providing services to the Fund
through their affiliation with the New Subadviser.
After careful consideration, the Directors unanimously approved the Proposed
Subadvisory Agreement and recommended that the shareholders of each Series of
the Fund approve the Proposed Subadvisory Agreement in respect of such Series.
The affirmative vote of a majority of the outstanding voting securities of
each Series of the Fund is required for the adoption of each of Proposal 3 and
Proposal 4 with respect to such Series. 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 (1) 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 are represented at the meeting in person or by
proxy.
If Proposal 3 is approved by the shareholders of each Series at the Meeting,
the Subadviser's activities pursuant to the Interim Subadvisory Agreements since
the Assignment Date will be approved and the Escrow Agent will pay the amounts
held in the escrow account to the Subadviser. The Interim Subadvisory Agreements
will continue in effect until December 31, 1998, and thereafter from year to
year if such continuance is specifically approved in the manner required by the
1940 Act, and if the Subadviser shall not have notified the Manager at least 60
days prior to an anniversary date that it does not desire such continuance,
unless Proposal 4 is also approved by the shareholders at the Meeting. If
Proposal 3 is not approved by the shareholders of any Series, the Escrow Agent
will pay the amounts held in the escrow account to the applicable Series of the
Fund.
If Proposal 4 is approved by the shareholders of each Series at the Meeting,
the Interim Subadvisory Agreements will continue in effect until the
Restructuring Date. On the Restructuring Date, the Proposed Subadvisory
Agreement will take effect, and it will continue in effect until December 31,
1999, and thereafter from year to year if such continuance is specifically
approved in the manner required by the 1940 Act, and if the New Subadviser shall
not have notified the Manager at least 60 days prior to an anniversary date that
it does not desire such continuance with respect to any Series.
If Proposal 3 and Proposal 4 are not approved by the shareholders of any
Series, the Manager will assume all responsibilities currently undertaken by the
Subadviser in respect of such Series and the Directors will consider whether any
additional action should be taken.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE FOR PROPOSAL 3 AND FOR PROPOSAL 4.
27
<PAGE>
ADDITIONAL INFORMATION CONCERNING THE SUBADVISER AND THE NEW SUBADVISER
The principal executive officer of the Subadviser is Rodney G.D. Smith. The
Subadviser is governed by a Management Committee comprised of the following
individuals:
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- -------------------------------------------------------------------------------
<S> <C>
Iain C. Clark Chief Investment Officer of the Subadviser and
Director of Henderson International Limited; Director and
Senior Portfolio Manager of Henderson plc; and Vice
President, Secretary and Treasurer of Henderson
International, Inc.
Dugald M. Eadie Managing Director of Henderson plc and Director of
Henderson Administration Limited
Mark J. Lund President of Henderson International, Inc. and Director of
Henderson plc
Richard R. Schmaltz Director of the Fund and Director and Managing Director,
Director of Investments of the Manager
Rodney G.D. Smith Chief Executive Officer of the Subadviser and Director and
Managing Director of the Manager
David F. Stein Director and Vice Chairman of the Manager
Brian T. Zino Director and President of the Fund and the Manager
</TABLE>
The address of Messrs. Clark, Eadie and Lund is 3 Finsbury Avenue, London
EC2M 2PA, England. The address of Messrs. Schmaltz, Smith, Stein and Zino is
100 Park Avenue, New York, New York 10017.
Additionally, Lawrence P. Vogel, Vice President of the Fund, is Treasurer of
the Subadviser; and Frank J. Nasta, Secretary of the Fund, is Secretary of the
Subadviser.
During the fiscal year ended October 31, 1997, no commissions were paid by the
Fund to any broker affiliated with the Subadviser.
28
<PAGE>
The principal executive officer of the New Subadviser is Dugald M. Eadie.
The New Subadviser is governed by a Management Committee comprised of the fol-
lowing individuals:
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- -------------------------------------------------------------------------------
<S> <C>
George Ian Buckley Director of Asset Management at Henderson plc and
Director of the New Subadviser
Iain C. Clark Chief Investment Officer of the Subadviser and
Director of Henderson International Limited; Director
and Senior Portfolio Manager of Henderson plc; and Vice
President, Secretary and Treasurer of Henderson
International, Inc.
Dugald M. Eadie Managing Director of Henderson plc and Director of
Henderson Administration Limited
Mark J. Lund President of Henderson International, Inc. and Director
of Henderson plc
Anthony C. J. Solway Director of Administration of Henderson plc and
Director of the New Subadviser
Michael H. Robinson Director of Human Resources of Henderson plc and
Director of the New Subadviser
Mark V. Phythian-Adams Director of Legal Counsel of Henderson plc and Director
of the New Subadviser
Peter Thomas Johnson Director of Finance of Henderson plc and Director of
the New Subadviser
</TABLE>
The address of Messrs. Buckley, Solway, Robinson, Phythian-Adams and Johnson
is 3 Finsbury Avenue, London EC2M 2PA, England.
Additionally, Michael D. Hooper, Director of Compliance of Henderson Invest-
ors Limited, is Director of Compliance of the New Subadviser.
D. OTHER MATTERS; SHAREHOLDER PROPOSALS.
The Fund knows of no other matters which are to be brought before the Meeting.
However, if any other matters come before the Meeting, it is intended that the
persons named in the enclosed form of Proxy, or their substitutes, will vote the
Proxy in accordance with their judgment on such matters.
29
<PAGE>
A shareholder proposal intended to be represented at any meeting hereafter
called must be received by the Fund within a reasonable time before the
solicitation relating thereto is made in order to be included in the notice of
meeting, proxy statement and form of proxy relating to such meeting. Under the
current By-Laws of the Fund, meetings of shareholders are required to be held
only when necessary under the 1940 Act. It is therefore unlikely that
shareholder meetings will be held on an annual basis. The submission by a
shareholder of a proposal for inclusion in the proxy statement does not
guarantee that it will be included. Shareholder proposals are subject to certain
regulations under federal law.
E. EXPENSES.
Henderson and the Manager will bear the cost of soliciting Proxies. In
addition to the use of the mails, Proxies may be solicited personally or by
telephone or facsimile by Directors, officers and employees of the Fund, the
Manager, Seligman Financial Services, Inc., Seligman Services, Inc. and Seligman
Data Corp., and persons holding shares in their names or names of their nominees
may be reimbursed for their expenses in sending solicitation material to their
principals. Morrow & Co., Inc., 909 Third Avenue, New York, New York 10022-4799
has been engaged to assist in soliciting for a fee of $19,000, plus expenses, to
be paid by Henderson and the Manager.
By order of the Board of Directors,
/s/ Frank Nasta
Secretary
------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL SHAREHOLDERS, INCLUDING
THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN, SIGN AND
MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR ADMISSION
TO THE MEETING.
30
<PAGE>
EXHIBIT A
INTERIM SUBADVISORY AGREEMENTS
EXHIBIT A-1
(with respect to all Series other than the Emerging Markets Growth Fund)
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated as of March 30, 1998 between J. & W. SELIGMAN &
CO. INCORPORATED, a Delaware corporation (the "Manager") and Seligman Hender-
son Co., a New York general partnership (the "Subadviser").
WHEREAS, the Manager has entered into a Management Agreement, dated March 19,
1992, (the "Management Agreement") with Seligman Henderson International Fund
Series, Inc.* (the "Corporation"), an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), pursuant to which the Manager will render or contract to obtain as
hereinafter provided investment management services to the Corporation, and to
administer the business and other affairs of the Corporation; and
WHEREAS, the Manager desires to retain the Subadviser to provide investment
management services to the Corporation, and the Subadviser is willing to render
such investment management services.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
1. DUTIES OF THE SUBADVISER. The Subadviser will provide the Corporation with
investment management services, including investment research, advice and
supervision, determining which securities shall be purchased or sold by the
Corporation, making purchases and sales of securities on behalf of the
Corporation and determining how voting and other rights with respect to
securities of the Corporation shall be exercised, subject in each case to the
control of the Board of Directors of the Corporation and in accordance with the
objectives, policies and principles set forth in the Registration Statement and
Prospectus(es) of the Corporation and the requirements of the 1940 Act and other
applicable law.
Subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to
the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Corporation and the performance of its duties under this Agreement except
for willful misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
- ------------
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson Global
Fund Series, Inc.
A-1
<PAGE>
2. EXPENSES. The Subadviser shall pay all of its expenses arising from the
performance of its obligations under Section 1.
3. COMPENSATION. (a) As compensation for the services performed and the fa-
cilities and personnel provided by the Manager pursuant to Section 1, the Man-
ager will pay to the Subadviser each month a fee, calculated on each day dur-
ing such month, at an annual rate of .90% of the Corporation's average daily
net assets.
(b) If the Subadviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Subadviser shall purchase securities
from or through and sell securities to or through such persons, brokers or
dealers as the Subadviser shall deem appropriate in order to carry out the
policy with respect to allocation of portfolio transactions as set forth in the
Registration Statement and Prospectus(es) of the Corporation or as the Board of
Directors of the Corporation may direct from time to time. In providing the
Corporation with investment management and supervision, it is recognized that
the Subadviser will seek the most favorable price and execution, and, consistent
with such policy, may give consideration to the research, statistical and other
services furnished by brokers or dealers to the Subadviser for its use, to the
general attitude of brokers or dealers toward investment companies and their
support of them, and to such other considerations as the Board of Directors of
the Corporation may direct or authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for the
Corporation that the Subadviser have access to supplemental investment and
market research and security and economic analysis provided by brokers who
execute brokerage transactions at a higher cost to the Corporation than may
result when allocating brokerage to other brokers on the basis of seeking the
most favorable price and execution. Therefore, the Subadviser is authorized to
place orders for the purchase and sale of securities of the Corporation with
such brokers, subject to review by the Corporation's Board of Directors from
time to time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to the
Subadviser in connection with its services to other clients as well as the
Corporation.
If, in connection with purchases and sales of securities for the Corporation,
the Subadviser may, without material risk, arrange to receive a soliciting
dealer's fee or other underwriter's or
A-2
<PAGE>
dealer's discount or commission, the Subadviser shall, unless otherwise directed
by the Board of Directors of the Corporation, obtain such fee, discount or
commission and the amount thereof shall be applied to reduce the compensation to
be received by the Subadviser pursuant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the Corporation from
approving the payment by the Corporation of additional compensation to others
for consulting services, supplemental research and security and economic
analysis.
5. TERM OF AGREEMENT. This Agreement shall continue in full force and effect
until December 31, 1998, and from year to year thereafter if such continuance is
approved in the manner required by the 1940 Act if the Subadviser shall not have
notified the Manager in writing at least 60 days prior to such December 31 or
prior to December 31 of any year thereafter that it does not desire such
continuance. This Agreement may be terminated at any time, without payment of
penalty by the Corporation, on 60 days' written notice to the Subadviser by vote
of the Board of Directors of the Corporation or by vote of a majority of the
outstanding voting securities of the Corporation (as defined by the 1940 Act).
This Agreement will automatically terminate in the event of its assignment (as
defined by the 1940 Act) or upon the termination of the Management Agreement.
6. AMENDMENTS. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Corporation is obtained in accordance
with the requirements of the 1940 Act.
7. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon either of the parties, to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Manager and the Subadviser have caused this Agreement
to be executed by their duly authorized officers as of the date first above
written.
J. & W. SELIGMAN & CO. INCORPORATED
By _______________________________________
SELIGMAN HENDERSON CO.
By _______________________________________
A-3
<PAGE>
EXHIBIT A-2
(with respect to the Emerging Markets Growth Fund)
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated as of March 30, 1998, between J. & W. SELIGMAN &
CO. INCORPORATED, a Delaware corporation (the "Manager") and Seligman Hen-
derson Co., a New York general partnership (the "Subadviser"), on behalf of
Seligman Henderson Emerging Markets Growth Fund, a series of Seligman Hender-
son Global Fund Series, Inc. (the "Corporation").
WHEREAS, the Manager has entered into a Management Agreement, dated March 19,
1992, (the "Management Agreement") with the Corporation, an open-end diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), pursuant to which the Manager will render or
contract to obtain as hereinafter provided investment management services to the
Corporation, and to administer the business and other affairs of the
Corporation; and
WHEREAS, the Manager desires to retain the Subadviser to provide investment
management services to the Corporation, and the Subadviser is willing to render
such investment management services.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
1. DUTIES OF THE SUBADVISER. The Subadviser will provide the Corporation with
investment management services, including investment research, advice and
supervision, determining which securities shall be purchased or sold by the
Corporation, making purchases and sales of securities on behalf of the
Corporation and determining how voting and other rights with respect to
securities of the Corporation shall be exercised, subject in each case to the
control of the Board of Directors of the Corporation and in accordance with the
objectives, policies and principles set forth in the Registration Statement and
Prospectus(es) of the Corporation and the requirements of the 1940 Act and other
applicable law.
Subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to
the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Corporation and the performance of its duties under this Agreement except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
A-4
<PAGE>
2. EXPENSES. The Subadviser shall pay all of its expenses arising from the
performance of its obligations under Section 1.
3. COMPENSATION. (a) As compensation for the services performed and the fa-
cilities and personnel provided by the Manager pursuant to Section 1, the Man-
ager will pay to the Subadviser each month a fee, calculated on each day dur-
ing such month, at an annual rate of 1.15% of the Corporation's average daily
net assets.
(b) If the Subadviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Subadviser shall purchase securities
from or through and sell securities to or through such persons, brokers or
dealers as the Subadviser shall deem appropriate in order to carry out the
policy with respect to allocation of portfolio transactions as set forth in the
Registration Statement and Prospectus(es) of the Corporation or as the Board of
Directors of the Corporation may direct from time to time. In providing the
Corporation with investment management and supervision, it is recognized that
the Subadviser will seek the most favorable price and execution, and, consistent
with such policy, may give consideration to the research, statistical and other
services furnished by brokers or dealers to the Subadviser for its use, to the
general attitude of brokers or dealers toward investment companies and their
support of them, and to such other considerations as the Board of Directors of
the Corporation may direct or authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for the
Corporation that the Subadviser have access to supplemental investment and
market research and security and economic analysis provided by brokers who
execute brokerage transactions at a higher cost to the Corporation than may
result when allocating brokerage to other brokers on the basis of seeking the
most favorable price and execution. Therefore, the Subadviser is authorized to
place orders for the purchase and sale of securities of the Corporation with
such brokers, subject to review by the Corporation's Board of Directors from
time to time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to the
Subadviser in connection with its services to other clients as well as the
Corporation.
If, in connection with purchases and sales of securities for the Corporation,
the Subadviser may, without material risk, arrange to receive a soliciting
dealer's fee or other underwriter's or dealer's discount or commission, the
Subadviser shall, unless otherwise directed by the Board of Directors of the
Corporation, obtain such fee, discount or commission and the amount thereof
shall
A-5
<PAGE>
be applied to reduce the compensation to be received by the Subadviser pursu-
ant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the Corporation from
approving the payment by the Corporation of additional compensation to others
for consulting services, supplemental research and security and economic
analysis.
5. TERM OF AGREEMENT. This Agreement shall continue in full force and effect
until December 31, 1998, and from year to year thereafter if such continuance is
approved in the manner required by the 1940 Act if the Subadviser shall not have
notified the Manager in writing at least 60 days prior to such December 31 or
prior to December 31 of any year thereafter that it does not desire such
continuance. This Agreement may be terminated at any time, without payment of
penalty by the Corporation, on 60 days' written notice to the Subadviser by vote
of the Board of Directors of the Corporation or by vote of a majority of the
outstanding voting securities of the Corporation (as defined by the 1940 Act).
This Agreement will automatically terminate in the event of its assignment (as
defined by the 1940 Act) or upon the termination of the Management Agreement.
6. AMENDMENTS. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Corporation is obtained in accordance
with the requirements of the 1940 Act.
7. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon either of the parties, to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Manager and the Subadviser have caused this Agreement
to be executed by their duly authorized officers as of the date first above
written.
J. & W. SELIGMAN & CO. INCORPORATED
By _______________________________________
SELIGMAN HENDERSON CO.
By _______________________________________
A-6
<PAGE>
EXHIBIT B
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated , 1998 between J. & W. SELIGMAN & CO.
INCORPORATED, a Delaware corporation (the "Manager") and HENDERSON INVESTMENT
MANAGEMENT LIMITED (the "Subadviser").
WHEREAS, the Manager has entered into a Management Agreement, dated March 19,
1992 (the "Management Agreement"), with Seligman Henderson Global Fund Series,
Inc. (the "Corporation"), an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), pursuant to which the Manager will render or contract to obtain as
hereinafter provided investment management services to the Corporation, and to
administer the business and other affairs of the Corporation; and
WHEREAS, the Manager desires to retain the Subadviser to provide investment
advisory and other services to the Corporation, and the Subadviser is willing to
render such services, in each case effective July 1, 1998.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
1. DUTIES OF THE SUBADVISER. Subject in each case to the control of the Board
of Directors of the Corporation and in accordance with the objectives, policies
and principles set forth in the Registration Statement and Prospectus(es) of the
Corporation and the requirements of the 1940 Act, and in conjunction with and
under the supervision of the Manager, the Subadviser agrees to furnish the
Manager and the Corporation with such investment advice, research and assistance
as the Manager or the Corporation shall from time to time reasonably request.
Subject to the foregoing, the Subadviser shall (i) participate in the
development of the Corporation's overall investment strategy, in the
determination of country allocations and in the determination of sector and
industry weightings for the various Series of the Corporation, (ii) provide
investment advice and research to the Corporation with respect to existing and
potential investments in securities of non-U.S. issuers, including company
visits and meetings with management, (iii) determine securities for investment,
(iv) select brokers, and (v) cause the execution of trades, including foreign
exchange dealings. The Subadviser will make available representatives to report
in person to the Board of Directors at least semi-annu- ally on investment
results, regulatory compliance and other matters that the Manager or the Board
of Directors may reasonably request. The Subadviser shall also provide such
reports and other information to the Manager or the Board of Directors as such
persons may reasonably request.
B-1
<PAGE>
Portfolio accounting and pricing for the Corporation will be the ultimate
responsibility of a third party accounting agent or administrator; however, in
the event that an asset under the supervision of the Subadviser cannot be priced
by a pricing source authorized by the Manager, the Subadviser will provide the
third party accounting agent or administrator with daily prices for such asset
in accordance with the Corporation's pricing procedures. Notwithstanding the
foregoing, the Subadviser will be responsible for coordinating work with
custodians in respect of assets under the Subadviser's supervision
("Custodians"), including liaising as required with Custodians in respect of
trade settlement, safe custody of assets, income collection and the processing
of corporate actions. The Subadviser will use all reasonable efforts to monitor
the performance of Custodians within the terms of the Corporation's custodian
agreements (to the extent such terms are known by the Subadviser or a related
entity). With respect to the securities of issuers under the supervision of the
Subadviser, the Subadviser shall provide executed trade information to
Custodians, third party accounting agents or administrators and/or the Manager,
which may be done via computer.
Subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to
the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the performance of
its duties under this Agreement except for willful misfeasance, bad faith or
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
2. EXPENSES. The Subadviser shall pay all of its expenses arising from the
performance of its obligations under Section 1.
3. COMPENSATION. (a) As compensation for the services performed by the
Subadviser pursuant to Section 1, the Manager will pay to the Subadviser each
month a fee based on the Applicable Percentage of the average monthly assets
under the Subadviser's supervision.
(b) As used herein, the term "Applicable Percentage" shall mean an annual rate
of .90% for the period July 1, 1998 through June 30, 1999; .70% for the period
July 1, 1999 through June 30, 2000; and .50% thereafter.
(c) Average monthly assets under the Subadviser's supervision shall be
determined, for any month, by taking the average of the assets (adjusted to
reflect receivables for assets sold and payables for assets purchased) under the
Subadviser's supervision as of (i) the opening of business on the first day of
such month and (ii) the close of business on the last day of such month.
B-2
<PAGE>
(d) If the Subadviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
(e) Any fee payable to the Subadviser under this Agreement shall be paid to
the Subadviser or to an affiliate of the Subadviser at an address designated by
the Subadviser.
4. PURCHASE AND SALE OF SECURITIES. The Subadviser shall purchase securities
from or through and sell securities to or through such persons, brokers or
dealers as the Subadviser shall deem appropriate in order to carry out the
policy with respect to allocation of portfolio transactions as set forth in the
Registration Statement and Prospectus(es) of the Corporation or as the Board of
Directors of the Corporation may direct from time to time. In providing the
Corporation with investment management and supervision, it is recognized that
the Subadviser will seek the most favorable price and execution, and, consistent
with such policy, may give consideration to the research, statistical and other
services furnished by brokers or dealers to the Subadviser for its use, to the
general attitude of brokers or dealers toward investment companies and their
support of them, and to such other considerations as the Board of Directors of
the Corporation may direct or authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for the
Corporation that the Subadviser have access to supplemental investment and
market research and security and economic analysis provided by brokers who
execute brokerage transactions at a higher cost to the Corporation than may
result when allocating brokerage to other brokers on the basis of seeking the
most favorable price and execution. Therefore, the Subadviser is authorized to
place orders for the purchase and sale of securities of the Corporation with
such brokers, subject to review by the Corporation's Board of Directors from
time to time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to the
Subadviser in connection with its services to other clients as well as the
Corporation.
If, in connection with purchases and sales of securities for the Corporation,
the Subadviser may, without material risk, arrange to receive a soliciting
dealer's fee or other underwriter's or dealer's discount or commission, the
Subadviser shall, unless otherwise directed by the Board of Directors of the
Corporation, obtain such fee, discount or commission and the amount thereof
shall be applied to reduce the compensation to be received by the Subadviser
pursuant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the Corporation from
approving the payment by the Corporation of additional compensation to others
for consulting services, supplemental research and security and economic
analysis.
B-3
<PAGE>
5. TERM OF AGREEMENT. This Agreement shall become effective July 1, 1998 and
shall continue in full force and effect with respect to each Series of the
Corporation until December 31, 1999, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Subadviser
shall not have notified the Manager in writing at least 60 days prior to such
December 31 or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time with
respect to any Series, without payment of penalty by the Corporation, on 60
days' written notice to the Subadviser by vote of the Board of Directors of the
Corporation or by vote of a majority of the outstanding voting securities (as
defined by the 1940 Act) of such Series. This Agreement will automatically
terminate in the event of its assignment (as defined by the 1940 Act) or upon
the termination of the Management Agreement.
6. AMENDMENTS. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Corporation is obtained in accordance
with the requirements of the 1940 Act.
7. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon, either of the parties to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Manager and the Subadviser have caused this Agreement
to be executed by their duly authorized officers as of the date first above
written.
J. & W. SELIGMAN & CO. INCORPORATED
By _______________________________________
HENDERSON INVESTMENT MANAGEMENT LIMITED
By _______________________________________
B-4
<PAGE>
EXHIBIT C
The table below sets forth the net assets and the subadvisory fees paid by the
Manager to the Subadviser for the fiscal year ended October 31, 1997 with
respect to each Series of Seligman Henderson Global Fund Series, Inc. and the
other investment companies which have investment objectives similar to such
Series:
<TABLE>
<CAPTION>
APPROXIMATE FISCAL 1997
NET ASSETS SUBADVISORY
AS OF FEE AS A %
OCTOBER 31, 1997 OF AVERAGE DAILY
NAME OF INVESTMENT COMPANY (000S OMITTED) NET ASSETS
- --------------------------------------------- ---------------- ----------------
<S> <C> <C>
Seligman Henderson Global Fund Series, Inc.:
International Fund $ 93,434 0.90%
Emerging Markets Growth Fund 104,139 1.15
Global Growth Opportunities Fund 192,671 0.90
Global Smaller Companies Fund 1,052,622 0.90
Global Technology Fund 869,185 0.90
Seligman Portfolios, Inc.:*
Seligman Henderson International Portfolio 9,182 0.33
Seligman Henderson Global Growth
Opportunities Portfolio 5,449 0.29
Seligman Henderson Global Smaller Companies
Portfolio 20,505 0.84
Seligman Henderson Global Technology
Portfolio 3,686 0.30
</TABLE>
- ------------
* Seligman Portfolios, Inc. is the underlying investment vehicle for certain
variable annuity insurance products. The net assets and subadvisory fee rates
shown above are as of/for the year ended December 31, 1997. The subadvisory
fee rate is 0.90% per annum of the average daily net assets of each Portfolio;
however, the Subadviser voluntarily waived portions of its fee for each
Portfolio.
C-1
<PAGE>
SELIGMAN
HENDERSON
GLOBAL
FUND SERIES, INC.
Notice of Special Meeting
of Shareholders
and
Proxy Statement
--------------------------
Time: June 30, 1998
10:00 A.M.
--------------------------
Place: Grand Hyatt Hotel
42nd Street and
Lexington Avenue
New York, New York 10017
Please date, fill in and sign the enclosed form
of Proxy and mail it in the enclosed return
envelope which requires no postage if mailed in
the United States.
[LOGO]
SELIGMAN HENDERSON
GLOBAL FUND SERIES, INC.
Managed by
[LOGO]
J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017
<PAGE>
PROXY SELIGMAN HENDERSON INTERNATIONAL FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write
the name(s)on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998, which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
<PAGE>
PROXY SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write
the name(s)on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998, which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
<PAGE>
PROXY SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write
the name(s)on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998, which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
<PAGE>
PROXY SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write
the name(s) on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998, which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
<PAGE>
PROXY SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write
the name(s) on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998, which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
