SELIGMAN HENDERSON GLOBAL FUND SERIES INC, 485APOS, 1998-12-24

SELIGMAN HENDERSON GLOBAL FUND SERIES INC
485APOS, 1998-12-24

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File No. 33-44186
811-6485

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|

Pre-Effective Amendment No. |_|

Post-Effective Amendment No. 26 |X|

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|

Amendment No. 28 |X|
- --------------------------------------------------------------------------------

SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
(Exact name of registrant as specified in charter)

- --------------------------------------------------------------------------------

100 PARK AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive office)

Registrant's Telephone Number: 212-850-1864 or Toll Free: 800-221-2450

- --------------------------------------------------------------------------------

THOMAS G. ROSE, Treasurer, 100 Park Avenue, New York, New York 10017
(Name and address of agent for service)

- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (check appropriate box):

|_| immediately upon filing pursuant to paragraph (b)

|_| on (DATE) pursuant to paragraph (b)

|_| 60 days after filing pursuant to paragraph (a)(1)

|X| on FEBRUARY 28, 1999 pursuant to paragraph (a)(1)

|_| 75 days after filing pursuant to paragraph (a)(2)

|_| on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

SELIGMAN
------------
HENDERSON
GLOBAL FUND
SERIES, INC.

INTERNATIONAL FUND

EMERGING MARKETS GROWTH FUND

GLOBAL GROWTH OPPORTUNITIES FUND

GLOBAL SMALLER COMPANIES FUND

GLOBAL TECHNOLOGY FUND

As with all mutual funds, the Securities and Exchange Commission has neither
approved nor disapproved these Funds, and it has not determined the prospectus
to be accurate or adequate. Any representation to the contrary is a criminal
offense.

An investment in these Funds or any other fund cannot provide a complete
investment program. The suitability of an investment in a Fund should be
evaluated based on the investment objective, strategies and risks described
herein, considered in light of all of the other investments in your portfolio,
as well as your risk tolerance, financial goals, and time horizons. We recommend
that you consult your financial advisor to determine if one or more of these
Funds is suitable for you.

PROSPECTUS
MARCH 1, 1999

INVESTING
AROUND THE WORLD
FOR CAPITAL
APPRECIATION

managed by
[LOGO]
J. & W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1864

EQSH1 3/99

<PAGE>

TABLE OF CONTENTS
THE FUNDS
A DISCUSSION OF THE INVESTMENT STRATEGIES AND RISKS, PERFORMANCE, EXPENSES, AND
MANAGEMENT OF THE FUNDS.
OVERVIEW OF THE FUNDS 1
INTERNATIONAL FUND 4
EMERGING MARKETS GROWTH FUND 8
GLOBAL GROWTH OPPORTUNITIES FUND 12
GLOBAL SMALLER COMPANIES FUND 16
GLOBAL TECHNOLOGY FUND 20
SHAREHOLDER INFORMATION
DECIDING WHICH CLASS OF SHARES TO BUY 24
PRICING OF FUND SHARES 26
OPENING YOUR ACCOUNT 26
HOW TO BUY ADDITIONAL SHARES 27
HOW TO EXCHANGE SHARES BETWEEN
THE SELIGMAN MUTUAL FUNDS 28
HOW TO SELL SHARES 28
IMPORTANT POLICIES THAT MAY AFFECT YOUR ACCOUNT 29
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS 30
TAXES 30
THE SELIGMAN MUTUAL FUNDS 31
FINANCIAL HIGHLIGHTS 32
HOW TO CONTACT US 42
FOR MORE INFORMATION BACK COVER

TIMES CHANGE ... VALUES ENDURE
<PAGE>

The Funds

OVERVIEW OF THE FUNDS

Seligman Henderson Global Fund Series, Inc. consists of five separate and
distinct funds, as outlined below.

INVESTMENT OBJECTIVE/STRATEGIES
<TABLE>
<CAPTION>
TYPES OF FUND PRINCIPAL
INVESTMENTS OBJECTIVE INVESTMENT STYLE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
International Fund non-US Equity Capital appreciation Large company blend
- ----------------------------------------------------------------------------------------------------------------------
Emerging Markets Growth Fund non-US Equity Capital appreciation Specialty growth
- ----------------------------------------------------------------------------------------------------------------------
Global Growth Opportunities Fund US and non-US Equity Capital appreciation Growth
- ----------------------------------------------------------------------------------------------------------------------
Global Smaller Companies Fund US and non-US Equity Capital appreciation Small company growth
- ----------------------------------------------------------------------------------------------------------------------
Global Technology Fund US and non-US Equity Capital appreciation Specialty growth
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

PRINCIPAL RISKS
There are specific risks associated with global investing, such as currency
fluctuations, foreign taxation, differences in financial reporting practices,
and rapid changes in political and economic conditions. Each Fund has its own
particular investment strategies and risks. Discussions of each Fund's
investment strategies and risks begin on page 4.

PAST PERFORMANCE
Each Fund offers three classes of shares. The performance information presented
for each Fund provides some indication of the risks of investing in the Fund by
showing how the performance of Class A shares has varied year to year, as well
as how each Class's performance compares to its benchmark. Although each Fund's
fiscal year ends on October 31, the performance information is provided on a
calendar year basis to assist you in comparing the returns of the Fund with the
returns of other mutual funds. How a Fund has performed in the past, however, in
not necessarily an indication of how the Fund will perform in the future. Total
returns will vary between each Fund's Class A, Class B and Class D shares due to
their different fees and expenses.

FEES AND EXPENSES
The fee and expense table provided for each Fund summarizes the fees and
expenses that you may pay as a shareholder of a Fund. Each class of shares has
its own sales charge schedule and is subject to different ongoing fees.
Accompanying each Fund's fee and expense table is an example intended to help
you compare the expenses of investing in that Fund with the expenses of
investing in other mutual funds.

<PAGE>

MANAGEMENT OF THE FUNDS
A Board of Directors provides broad supervision over the affairs of each Fund.

Each Fund's manager is J. & W. Seligman & Co. Incorporated (Seligman), 100 Park
Avenue, New York, New York 10017. Seligman is responsible for each Fund's US
investments, including making purchases and sales of portfolio securities
consistent with each Fund's investment objective and strategies, and administers
each Fund's business and other affairs.

Established in 1864, Seligman currently serves as manager to 18 US registered
investment companies, which offer more than 50 investment portfolios with
approximately $XX.X billion in assets as of January 31, 1999. Seligman also
provides investment management or advice to institutional or other accounts
having an aggregate value at January 31, 1999, of approximately $XX.X billion.

Each Fund pays Seligman a fee for its management services. The fee is equal to
an annual rate of 1.25% of the average daily net assets of the Emerging Markets
Growth Fund and 1.00% of the average daily net assets of each other Fund.

- --------------------------------------------------------------------------------
Affiliates of Seligman:

SELIGMAN ADVISORS, INC. (SELIGMAN ADVISORS):
Each Fund's general distributor; responsible for accepting orders for purchases
and sales of Fund shares.

SELIGMAN SERVICES, INC. (SSI):
A limited purpose broker/dealer; acts as the broker/dealer of record for
shareholder accounts that do not have a designated financial advisor.

SELIGMAN DATA CORP. (SDC):
Each Fund's shareholder service agent; provides shareholder account services to
the Fund at cost.

THE FUNDS' SUBADVISER

Each Fund's subadviser is Henderson Investment Management Limited (HIML) whose
address is 3 Finsbury Avenue, London EC2M 2PA. HIML, established in 1984, is a
wholly owned subsidiary of Henderson plc, a United Kingdom corporation.
Henderson plc is a subsidiary of AMP Limited, an Australian life insurance and
financial services company. HIML provides investment advice, research and
assistance with respect to the Funds' non-US investments.

Seligman pays HIML a fee equal to the "applicable percentage" of the average
monthly assets of each Fund under HIML'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.

Prior to July 1, 1998, Seligman Henderson Co. served as subadviser to the Funds.
Seligman Henderson Co. received a fee from Seligman of 1.15% of the average
daily net assets of the Emerging Markets Growth Fund and 0.90% of the average
daily net assets of each other Fund for supervising and directing each Fund's
global investments. Seligman Henderson Co. was founded in 1991 as a general
partnership between Seligman and Henderson International, Inc., a wholly owned
subsidiary of Henderson plc. Each partner owns an equal 50% interest in Seligman
Henderson Co.

Each Fund's Portfolio Managers are discussed at the end of each Fund section.

2
<PAGE>
YEAR 2000

As the millennium approaches, mutual funds, financial and business
organizations, and individuals could be adversely affected if their computer
systems do not properly process and calculate date-related information and data
on and after January 1, 2000. Like other mutual funds, the Funds rely upon
service providers and their computer systems for their day-to-day operations.
Many of the Funds' service providers in turn depend upon computer systems of
their vendors. Seligman and SDC have established a year 2000 project team. The
team's purpose is to assess the state of readiness of Seligman and SDC and the
Funds' other service providers and vendors. The team is comprised of several
information technology and business professionals as well as outside
consultants. The Project Manager of the team reports directly to the
Administrative Committee of Seligman. The Project Manager and other members of
the team also report to the Funds' Board of Directors and its Audit Committee.

The team has identified the service providers and vendors who furnish critical
services or software systems to the Funds, including firms with which the Funds
trade and firms responsible for shareholder account recordkeeping. The team is
working with these critical service providers and vendors to evaluate the impact
year 2000 issues may have on their ability to provide uninterrupted services to
the Funds. The team will assess the feasibility of their year 2000 plans. The
team has made progress on its year 2000 contingency plans - recovery efforts the
team will employ in the event that year 2000 issues adversely affect the Funds.
The team anticipates finalizing these plans in the near future.

The Funds anticipate the team will implement all significant components of the
team's year 2000 plans by mid-1999, including appropriate testing of critical
systems and receipt of satisfactory assurances from critical service providers
and vendors regarding their year 2000 compliance. The Funds believe that the
critical systems on which they rely will function properly on and after the year
2000, but this is not guaranteed. If these systems do not function properly, or
the Funds' critical service providers are not successful in implementing their
year 2000 plans, the Funds' operations may be adversely affected, including
pricing and securities trading and settlement, and the provision of shareholder
services.

In addition, the Funds may hold securities of issuers whose underlying business
leaves them susceptible to year 2000 issues. The Funds may also hold securities
issued by governmental or quasi-governmental issuers, which, like other
organizations, are also susceptible to year 2000 concerns. Year 2000 issues may
affect an issuer's operations, creditworthiness, and ability to make timely
payment on any indebtedness and could have an adverse impact on the value of its
securities. If the Funds hold these securities, the Funds' performance could be
negatively affected. Seligman seeks to identify an issuer's state of year 2000
readiness as part of the research it employs. However, the perception of an
issuer's year 2000 preparedness is only one of the many factors considered in
determining whether to buy, sell, or continue to hold a security. Information
provided by issuers concerning their state of readiness may or may not be
accurate or readily available.

SDC has informed the Funds that it does not expect the cost of its services to
increase materially as a result of the modifications to its computer systems
necessary to prepare for the year 2000. The Funds will not pay to remediate the
systems of Seligman or bear directly the costs to remediate the systems of any
other service providers or vendors, other than SDC.

3
<PAGE>

INTERNATIONAL FUND

Investment Objective/Principal Strategies The International Fund seeks long-term
capital appreciation.

The Fund invests primarily in equity securities of non-US companies. The Fund
may invest in companies domiciled in any country, however it typically will not
invest in the US or Canada. It generally invests in several countries in
different geographic regions.

While the Fund may invest in companies of any size, it generally invests in
medium to large-sized companies in the principal international markets. It may
also invest in companies with a lower market capitalization or in smaller
regional or emerging markets.

The Fund uses a top-down investment style when choosing securities to purchase.
This means the investment managers concentrate first on regional and country
allocations, then on industry sectors, followed by fundamental analysis of
individual companies. The Fund's investments are allocated among geographic
regions or countries based on such factors as:

o Relative economic growth potential of the various economies and
securities markets
o Political, financial, and social conditions influencing
investment opportunities
o Investor sentiment
o Prevailing interest rates and expected levels of inflation
o Market prices relative to historic averages

In selecting individual securities, the investment managers look to identify
companies that typically display one or more of the following:

o Attractive pricing relative to earnings forecasts or other valuation
criteria (e.g., return on equity)
o Quality management and equity ownership by executives
o A unique competitive advantage (e.g., market share, proprietary
products)
o Market liquidity
o Potential for improvement in overall operations

The Fund generally sells a stock if its target price is reached, its earnings
are disappointing, its revenue growth slows, or its underlying fundamentals
deteriorate. The Fund may also sell a stock if the investment manager believes
that negative country or regional factors may affect a company's outlook.

The Fund may invest in all types of securities, many of which will be
denominated in currencies other than the US dollar. The securities may be listed
on a US or foreign stock exchange or traded in US or foreign over-the-counter
markets. Although the Fund normally invests in equity securities, the Fund may
invest up to 25% of its assets in preferred stock and investment grade or
comparable quality debt securities. The Fund may also invest in depositary
receipts, which are publicly traded instruments generally issued by US or
foreign banks or trust companies that represent securities of foreign issuers.

As a defensive measure, the Fund may invest up to 100% of its assets in quality
short-term instruments, and securities of the US government and its agencies, as
well as cash and cash equivalents denominated in foreign currencies.
Additionally, under extraordinary conditions, a large portion of the Fund's
assets may temporarily be invested in the US. The Fund would take such a
defensive position only temporarily in seeking to minimize extreme volatility
caused by adverse market, economic, political, or other conditions or in
anticipating significant withdrawals from the Fund. However, such a position is
inconsistent with the Fund's principal strategies and could prevent the Fund
from achieving its investment objective.

4
<PAGE>

INTERNATIONAL FUND

The Fund may invest up to 15% of its assets in illiquid securities, and may from
time to time enter into forward foreign currency exchange contracts in an
attempt to manage the risk of adverse changes in currencies. The Fund may also
purchase put options in an attempt to hedge against a decline in the price of
securities it holds in its portfolio.

The Fund may not achieve its objective.

PRINCIPAL RISKS
Stock prices fluctuate. Therefore, as with any fund that invests in stocks, the
Fund's net asset value will fluctuate. You may experience a decline in the value
of your investment and you could lose money.

Investing in securities of foreign issuers involves risks not associated with US
investments, including currency fluctuations, foreign taxation, differences in
financial reporting practices, and changes in political conditions. There can be
no assurance that the Fund's foreign investments will present less risk than a
portfolio of solely US securities.

The Fund seeks to limit the risk of investing in foreign securities by
diversifying its investments among different regions and countries.
Diversification reduces the effect events in any one country will have on the
Fund's entire investment portfolio. However, a decline in the value of the
Fund's investments in one country may offset potential gains from investments in
another country.

The Fund may be negatively affected by the broad investment environment in the
international or US securities markets, which may be influenced by interest
rates, inflation, politics, fiscal policy, and current events.

To the extent the Fund invests some of its assets in higher-risk securities,
such as illiquid securities or options, it may be subject to higher price
volatility.

The Fund may actively and frequently trade stocks in its portfolio to carry out
its principal strategies. A high portfolio turnover rate results in
correspondingly greater transaction costs and a possible increase in short-term
capital gains and losses. This may increase the Fund's expenses and it may have
tax consequences for investors in the Fund.

An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

5
<PAGE>

INTERNATIONAL FUND

PAST PERFORMANCE
The information below provides some indication of the risks of investing in the
Fund by showing how the performance of Class A shares has varied year to year,
as well as how each Class's performance compares to two widely-used measures of
performance. How the Fund has performed in the past, however, is not necessarily
an indication of how the Fund will perform in the future. Total returns will
vary between each Class of shares due to the different fees and expenses of each
Class.

The Class A annual total returns presented in the bar chart do not reflect the
effect of any sales charges. If these charges were included, the returns would
be less. The average annual total returns presented in the table below the chart
do reflect the effect of the applicable sales charges. Both the bar chart and
table assume that all dividends and capital gain distributions were reinvested.

CLASS A ANNUAL TOTAL RETURNS - CALENDAR YEARS

[THE FOLLOWING TABLE REPRESENTS A CHART IN THE PRINTED PIECE]

0.8% 0.008 1992
37.4% 0.374 1993
2.6% 0.026 1994
10.0% 0.1 1995
7.8% 0.078 1996
7.7% 0.077 1997
0 1998

*For the period 4/7/92 to 12/31/92.
Best calendar quarter return: XX.X% - quarter ended -----
Worst calendar quarter return: XX.X% - quarter ended -----

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS - PERIODS ENDED 12/31/98

CLASS A CLASS B CLASS D
ONE FIVE SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
YEAR YEARS 4/7/92 4/22/96 9/21/93
------- ------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
Class A
Class B
Class D
MSCI EAFE Index (1) (2) (3)
Lipper International Funds Average (1) (2) (3)
</TABLE>
- --------------------------------------------------------------------------------

The Morgan Stanley Capital International EAFE(Europe, Australasia, Far East)
Index (MSCI EAFE Index) and the Lipper International Funds Average are unmanaged
benchmarks that assume reinvestment of dividends. The Lipper International Funds
Average excludes the effect of sales charges and the MSCI EAFE Index excludes
the effect of fees and sales charges.
(1) From 3/31/92.
(2) From 4/30/96.
(3) From 9/30/93.

6
<PAGE>

INTERNATIONAL FUND

FEES AND EXPENSES
Shareholder fees are charged directly to you. Annual fund operating expenses are
deducted from Fund assets and are therefore paid indirectly by you and other
shareholders of the Fund.
<TABLE>
<CAPTION>

SHAREHOLDER FEES Class A Class B Class D
- ---------------- ------- ------- -------
<S> <C> <C> <C>
Maximum Sales Charge (Load) on Purchases
(as a % of offering price) ................................................ 4.75% none none
Maximum Deferred Sales Charge (Load) (CDSC) on Redemptions
(as a % of original purchase price or current net asset value,
whichever is less) ........................................................ none(1) 5% 1%

ANNUAL FUND OPERATING EXPENSES FOR FISCAL 1998
- ----------------------------------------------
(as a percentage of average net assets)

Management Fees ............................................................. 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees .................................... .21% 1.00% 1.00%
Other Expenses .............................................................. .55% .55% .55%
----- ----- -----
Total Annual Fund Operating Expenses ........................................ 1.76% 2.55% 2.55%
===== ===== =====
</TABLE>

(1) If you buy Class A shares for $1,000,000 or more, you do not pay an initial
sales charge, but your shares will be subject to a 1% CDSC if sold within
18 months.

Example
- -------
This example assumes (1) you invest $10,000 in the Fund for each period and then
sell all of your shares at the end of that period, (2) your investment has a 5%
return each year, and (3) the Fund's operating expenses remain the same.
Although your actual expenses may be higher or lower, based on these assumptions
your expenses would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $639 $ 982 $1,349 $2,378
Class B 758 1,093 1,555 2,675+
Class D 358 793 1,355 2,885

If you did not sell your shares at the end of each period, your expenses would
be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $639 $ 982 $1,349 $2,378
Class B 258 793 1,355 2,675+
Class D 258 793 1,355 2,885

+ Class B shares will automatically convert to Class A shares after eight years.

PORTFOLIO MANAGEMENT

The International Fund is managed by the International Team, headed by Mr. Iain
C. Clark, Chief Investment Officer of HIML. Mr. Clark has been Vice President of
Seligman Henderson Global Fund Series, Inc. 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 also Vice President of
Seligman Portfolios, Inc. and Portfolio Manager of its Seligman Henderson
International Portfolio and Co-Portfolio Manager of its Seligman Henderson
Global Smaller Companies Portfolio. He is a Director of Henderson International
Limited and Vice President, Secretary and Treasurer of Henderson International,
Inc. Mr. Clark has been a Director and Senior Portfolio Manager of Henderson plc
since 1985.

7
<PAGE>

EMERGING MARKETS GROWTH FUND

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES
The Emerging Markets Growth Fund seeks long-term capital appreciation.

The Fund generally invests at least 65% of its assets in equity securities of
companies that conduct principal business activities in emerging markets.

The Fund will focus its investments in those developing countries in which the
investment managers believe the economies are developing strongly and markets
are becoming more liquid. The Fund seeks to benefit from policies of economic
development being adopted in many developing countries. These policies include
domestic price reform, reducing internal budget deficits, privatization,
encouraging foreign investments, and developing capital markets.

The Fund uses a top-down investment style when choosing securities to purchase.
This means the investment manager first identifies geographic regions and
individual countries that it believes offer investment opportunities, and then
identifies specific industry sectors and securities within these areas. The
Fund's investments are allocated among geographic regions or countries based on
such factors as:

- --------------------------------------------------------------------------------
EMERGING MARKET:
A market in a country that the World Bank generally considers to be a developing
country. Developing countries are those classified by the World Bank as either
low- or middle-income economies, regardless of their particular stage of
development.

In selecting individual securities, the investment managers look for
companies that typically display one or more of the following:

8
<PAGE>

EMERGING MARKETS GROWTH FUND

As a defensive measure, the Fund may invest up to 100% of its assets in quality
short-term instruments, and securities of the US government and its agencies, as
well as cash and cash equivalents denominated in foreign currencies. The Fund
would take this defensive position only temporarily in seeking to minimize
extreme volatility caused by adverse market, economic, political, or other
conditions or in anticipating significant withdrawals from the Fund. However,
such a position is inconsistent with the Fund's principal strategies and could
prevent the Fund from achieving its investment objective.

Investments will not ordinarily be made in securities of issuers organized in
the US or Canada, however, under extraordinary conditions, a large portion of
the Fund's assets may temporarily be invested in the US.

The Fund many not achieve its objective.

PRINCIPAL RISKS
The Fund's net asset value may be more volatile and fluctuate more than other
equity funds or other global equity funds that do not invest heavily in emerging
markets. You may experience a decline in the value of your investment and you
could lose money.

Investing in securities of foreign issuers involves risks not associated with US
investments, including currency fluctuations, foreign taxation, differences in
financial reporting practices, and changes in political conditions. Investing in
emerging markets involves a greater degree of risk, and an investment in the
Fund should be considered speculative. Emerging countries may have relatively
unstable governments, economies based on a less diversified industrial base, and
securities markets that trade a smaller number of securities. Companies in
emerging markets are often smaller, less seasoned, and more recently organized
than many US companies.

To the extent the Fund invests some of its assets in other higher-risk
securities, such as illiquid securities or options, it may be subject to higher
price volatility.

An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

9
<PAGE>

EMERGING MARKETS GROWTH FUND

[THE FOLLOWING TABLE REPRESENTS A CHART IN THE PRINTED PIECE]

-0.7% -0.007 1996
6.4% 0.064 1997
0 1998

*For the period 5/28/96 to 12/31/96.
Best calendar quarter return: XX.X% - quarter ended -----
Worst calendar quarter return: XX.X% - quarter ended -----

AVERAGE ANNUAL TOTAL RETURNS - PERIODS ENDED 12/31/98
SINCE
ONE INCEPTION
YEAR 5/28/96
------- ------------
Class A
Class B
Class D
MSCIEMF Index (1)
Lipper Emerging Markets Funds Average (1)

The Morgan Stanley Capital International Emerging Markets Free Index (MSCIEMF
Index) and the Lipper Emerging Markets Funds Average are unmanaged benchmarks
that assume the reinvestment of dividends. The Lipper Emerging Markets Funds
Average excludes the effect of sales charges and the MSCIEMF Index excludes the
effect of fees and sales charges. (1) From 5/31/96.

10
<PAGE>

EMERGING MARKETS GROWTH FUND

Fees and Expenses
Shareholder fees are charged directly to you. Annual fund operating expenses are
deducted from Fund assets and are therefore paid indirectly by you and other
shareholders of the Fund.

Shareholder Fees Class A Class B Class D
- ----------------- ------ ------ ------
<S> <C> <C> <C>
Maximum Sales Charge (Load) on Purchases
(as a % of offering price) 4.75% none none
Maximum Deferred Sales Charge (Load) (CDSC) on Redemptions
(as a % of original purchase price or current net asset value,
whichever is less) none(1) 5% 1%

Annual Fund Operating Expenses for Fiscal 1998
- ------------------------------------------------
(as a percentage of average net assets)

Management Fees 1.25% 1.25% 1.25%
Distribution and/or Service (12b-1) Fees .23% 1.00% 1.00%
Other Expenses .74% .74% .74%
----- ----- -----
Total Annual Fund Operating Expenses 2.22% 2.99% 2.99%
===== ===== =====
</TABLE>

(1) If you buy class a shares for $1,000,000 or more, you do not pay an initial
sales charge, but your shares will be subject to a 1% CDSC if sold within 18
months.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $689 $1,136 $1,608 $2,908
Class B 802 1,224 1,772 3,128+
Class D 402 924 1,572 3,308

If you did not sell your shares at the end of each period, your expenses would
be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $689 $1,136 $1,608 $2,908
Class B 302 924 1,572 3,128+
Class D 302 924 1,572 3,308

+ Class B shares will automatically convert to Class A shares after eight years.

PORTFOLIO MANAGEMENT

The Emerging Markets Growth Fund is managed by the International Team, headed by
Mr. Peter Bassett, portfolio manager of HIML. Mr. Bassett has been Vice
President of Seligman Henderson Global Fund Series, Inc. and Portfolio Manager
of the Fund since May 1996. Mr. Bassett has been a portfolio manager with
Henderson plc since December 1992.

11
<PAGE>

GLOBAL GROWTH OPPORTUNITIES FUND

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES
The Global Growth Opportunities Fund seeks long-term capital appreciation.

The Fund invests primarily in equity securities of non-US and US growth
companies that have the potential to benefit from global economic or social
trends.

The Fund may invest in companies of any size, domiciled in any country.
Typically, the Fund will invest in several countries in different geographic
regions.

The Fund uses an investment style that combines macro analysis of global trends
with in-depth research of individual companies. This means that the investment
managers analyze the rapidly changing world to identify investment themes that
they believe will have the greatest impact on global markets, and use in-depth
research to identify attractive companies around the world. The Fund focuses on
the following macro trends:

o Global economic liberalization and the flow of capital through trade
and investment;
o Globalization of the world's economy;
o The expansion of technology as an increasingly important influence
on society;
o Increased awareness of the importance of protecting their
environment; and
o The increase in life expectancy leading to changes in consumer
demographics and a greater need for healthcare, personal security,
and leisure.

In selecting individual securities, the investment managers look to identify
companies that typically display one or more of the following:

The Fund generally sells a stock if its target price is reached, its earnings
are disappointing, its revenue growth slows, or its underlying fundamentals
deteriorate. The Fund may also sell a stock if the investment manager believes
that a shifting in global trends may negatively affect a company's outlook.

The Fund may invest in all types of securities, many of which will be
denominated in currencies other than the US dollar. Although the Fund normally
invests in equity securities, the Fund may invest up to 25% of its assets in
preferred stock and investment grade or comparable quality debt securities. The
Fund may also invest in depositary receipts, which are publicly traded
instruments generally issued by US or foreign banks or trust companies that
represent securities of foreign issuers.

As a defensive measure, the Fund may invest up to 100% of its assets in quality
short-term instruments, and securities of the US government and its agencies, as
well as cash and cash equivalents denominated in foreign currencies. The Fund
would take this defensive position only temporarily in seeking to minimize
extreme volatility caused by adverse market, economic, political, or other
conditions or in anticipating significant withdrawals from the Fund. However,
such a position is inconsistent with the Fund's principal strategies and could
prevent the Fund from achieving its investment objective.

12
<PAGE>

GLOBAL GROWTH OPPORTUNITIES FUND

The Fund many not achieve its objective.

Investing in securities of foreign issuers involves risks not associated with US
investments, including currency fluctuations, foreign taxation, differences in
financial reporting practices, and changes in political conditions. There can be
no assurance that the Fund's foreign investments will present less risk than a
portfolio of solely US securities.

The Fund seeks to limit the risk of investing in foreign securities by
diversifying its investments among different countries, as well as among
different themes. Diversification reduces the effect events in any one country
will have on the Fund's entire investment portfolio. However, a decline in the
value of the Fund's investments in one country may offset potential gains from
investments in another country.

If global trends do not develop as the manager expects, the Fund's performance
could be negatively affected.

To the extent the Fund invests some of its assets in higher-risk securities,
such as illiquid securities or options, it may be subject to higher price
volatility.

An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

13
<PAGE>

GLOBAL GROWTH OPPORTUNITIES FUND

Class A Annual Total Returns - Calendar Years

[THE FOLLOWING TABLE REPRESENTS A CHART IN THE PRINTED PIECE]

3.4% 3.4% 1995
13.0% 13.0% 1996
11.5% 11.5% 1997
1998

*For the period 11/1/95 to 12/31/95.
Best calendar quarter return: XX.X% - quarter ended ----
Worst calendar quarter return: XX.X% - quarter ended ----

AVERAGE ANNUAL TOTAL RETURNS - PERIODS ENDED 12/31/98

CLASS B
ONE SINCE INCEPTION SINCE INCEPTION
YEAR 4/22/96 11/1/95
------- ----------------- -----------------
Class A
Class B
Class D
MSCI World Index (1) (2)
Lipper Global Funds Average (1) (2)

The Morgan Stanley Capital International World Index (MSCI World Index) and the
Lipper Global Funds Average are unmanaged benchmarks that assume reinvestment of
dividends. The Lipper Global Funds Average excludes the effect of sales charges
and the MSCI World Index excludes the effect of fees and sales charges.

(1) From 4/30/96.
(2) From 10/31/95.

14
<PAGE>

GLOBAL GROWTH OPPORTUNITIES FUND

FEES AND EXPENSES

Shareholder fees are charged directly to you. Annual fund operating expenses are
deducted from Fund assets and are therefore paid indirectly by you and other
shareholders of the Fund.
<TABLE>
<CAPTION>

SHAREHOLDER FEES CLASS A CLASS B CLASS D
- ---------------- ------- ------- -------

<S> <C> <C> <C>
Maximum Sales Charge (Load) on Purchases
(as a % of offering price) ................................................... 4.75% none none
Maximum Deferred Sales Charge (Load) (CDSC) on Redemptions
(as a % of original purchase price or current net asset value,
whichever is less) ........................................................... none(1) 5% 1%

ANNUAL FUND OPERATING EXPENSES FOR FISCAL 1998
- ----------------------------------------------
(as a percentage of average net assets)
Management Fees ................................................................ 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees ....................................... .24% 1.00% 1.00%
Other Expenses ................................................................. .44% .44% .44%
----- ----- -----
Total Annual Fund Operating Expenses ........................................... 1.68% 2.44% 2.44%
===== ===== =====
</TABLE>

(1) If you buy class a shares for $1,000,000 or more, you do not pay an initial
sales charge, but your shares will be subject to a 1% CDSC if sold within
18 months.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $638 $ 979 $1,344 $2,368
Class B 747 1,061 1,501 2,589+
Class D 347 761 1,301 2,776

If you did not sell your shares at the end of each period, your expenses would
be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $638 $ 979 $1,344 $2,368
Class B 247 761 1,301 2,589+
Class D 247 761 1,301 2,776

+ Class B shares will automatically convert to Class A shares after eight years.

PORTFOLIO MANAGEMENT

The Global Growth Opportunities Fund is co-managed by the US Growth Team and the
International Team. The US Growth Team is headed by Marion S. Schultheis, Vice
President of Seligman Henderson Global Fund Series, Inc. and Co-Portfolio
Manager of the Fund since May 13, 1998. Ms. Schultheis, who joined Seligman as a
Managing Director in May 1998, is also Vice President and Portfolio Manager of
Seligman Capital Fund, Inc. and Seligman Growth Fund, Inc. She is a Vice
President of Seligman Portfolios, Inc. and Portfolio Manager of its Seligman
Capital Portfolio and Co-Portfolio Manager of its Seligman Henderson Global
Growth Opportunities Portfolio. From October 1997 until May 1998, she was a
Managing Director at Chancellor LGT and she was Senior Portfolio Manager at IDS
Advisory Group Inc. from August 1987 until October 1997.

The International Team is headed by Nitin Mehta, Vice President of Seligman
Henderson Global Fund Series, Inc. and Co-Portfolio Manager of the Fund since
May 1996. Mr. Mehta has been a portfolio manager with Henderson plc since
September 1994. Mr. Mehta is also Vice President of Seligman Portfolios, Inc.
and Co-Portfolio Manager of its Seligman Henderson Global Growth Opportunities
Portfolio. From May 1993 to September 1994, Mr. Mehta was Head of Currency
Management and Derivatives at Quorum Capital Management.

15
<PAGE>

GLOBAL SMALLER COMPANIES FUND

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES
The Global Smaller Companies Fund seeks long-term capital appreciation.

- --------------------------------------------------------------------------------
SMALLER COMPANIES:
Companies with market capitalization (at the time of purchase by the Fund)
equivalent to US $1 billion or less.
- --------------------------------------------------------------------------------

The Fund generally invests at least 65% of its assets in equity securities of
smaller US and non-US companies.

The Fund may invest in companies domiciled in any country, although it typically
invests in developed countries. The Fund will generally invest in several
countries in different geographic regions.

The Fund uses an investment style that combines macro analysis with research
into individual company attractiveness. This means that the investment managers
identify countries that they believe offer good investment opportunities, and
use extensive in-depth research to identify attractive smaller companies around
the world. The investment managers look at the following factors when making
country allocation decisions:

The Fund aims to avoid "fad" stocks and those that it considers overly expensive
or volatile. In selecting individual securities, the investment managers look
for companies that typically display one or more of the following:

The Fund generally sells a stock if its target price is reached, its earnings
are disappointing, its revenue growth slows, or its underlying fundamentals
deteriorate. The Fund anticipates that it will continue to hold securities of
companies that grow or expand so long as those investments continue to offer
prospects of long-term growth.

As a defensive measure, the Fund may invest up to 100% of its assets in quality
short-term instruments, and securities of the US government and its agencies, as
well as cash and cash equivalents denominated in foreign currencies. In such
extraordinary circumstances, the Fund may also invest without limitation in
large-capitalization companies. The Fund would take this defensive position only
temporarily in seeking to minimize extreme volatility caused by adverse market,
economic, political, or other conditions or in anticipating significant
withdrawals from the Fund. However, such a position is inconsistent with the
Fund's principal strategies and could prevent the Fund from achieving its
investment objective.

16
<PAGE>

GLOBAL SMALLER COMPANIES FUND

The Fund may change its principal strategies, including the definition of
"smaller company," if the Board of Directors believes doing so is consistent
with the Fund's objective of long-term capital appreciation.

The Fund may not achieve its objective.

Investments in smaller companies typically involve greater risks than
investments in larger companies. Small company stocks, as a whole, may
experience larger price fluctuations than large-company stocks or other types of
investments. Some small companies may have shorter operating histories, less
experienced management and limited product lines, markets, and financial or
managerial resources.

To the extent the Fund invests some of its assets in higher-risk securities,
such as illiquid securities or options, it may be subject to higher price
volatility.

An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

17
<PAGE>

GLOBAL SMALLER COMPANIES FUND

CLASS A ANNUAL TOTAL RETURNS - CALENDAR YEARS

[THE FOLLOWING TABLE REPRESENTS A CHART IN THE PRINTED PIECE]

6.0% 0.06 1992
40.1% 0.401 1993
10.1% 0.101 1994
25.8% 0.258 1995
16.8% 0.168 1996
3.6% 0.036 1997
0 1998

*For the period 9/9/92 to 12/31/92.
Best calendar quarter return: XX.X% - quarter ended ------
Worst calendar quarter return: XX.X% - quarter ended -----

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS - PERIODS ENDED 12/31/98

CLASS A CLASS B CLASS D
ONE FIVE SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
YEAR YEARS 9/9/92 4/22/96 5/3/93
------- ------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
Class A
Class B
Class D
Salomon Brothers World EM Index (1) (2) (3)
Lipper Global Small Cap Funds Average (1) (2) (3)

</TABLE>
The Salomon Brothers World Extended Market Index (Salomon Brothers World EM
Index) and the Lipper Global Small Cap Funds Average are unmanaged benchmarks
that assume reinvestment of dividends. The Lipper Global Small Cap Funds Average
excludes the effect of sales charges and the Salomon Brothers World EM Index
excludes the effect of fees and sales charges.
(1) From 8/31/92.
(2) From 4/30/96.
(3) From 4/30/93.
- --------------------------------------------------------------------------------

18
<PAGE>

GLOBAL SMALLER COMPANIES FUND
FEES AND EXPENSES

Shareholder fees are charged directly to you. Annual fund operating expenses are
deducted from Fund assets and are therefore paid indirectly by you and other
shareholders of the Fund.

<TABLE>
<CAPTION>
SHAREHOLDER FEES CLASS A CLASS B CLASS D
- ---------------- ------- ------- -------
<S> <C> <C> <C>
Maximum Sales Charge (Load) on Purchases
(as a % of offering price) .................................................. 4.75% none none
Maximum Deferred Sales Charge (Load) (CDSC) on Redemptions
(as a % of original purchase price or current net asset value,
whichever is less) .......................................................... none(1) 5% 1%

ANNUAL FUND OPERATING EXPENSES FOR FISCAL 1998
- ----------------------------------------------
(as a percentage of average net assets)
Management Fees ............................................................... 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees ...................................... .24% 1.00% 1.00%
Other Expenses ................................................................ .41% .41% .41%
----- ----- -----
Total Annual Fund Operating Expenses .......................................... 1.65% 2.41% 2.41%
===== ===== =====

</TABLE>
(1) If you buy Class A shares for $1,000,000 or more, you do not pay an initial
sales charge, but your shares will be subject to a 1% CDSC if sold within
18 months.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $635 $ 971 $1,329 $2,337
Class B 744 1,051 1,485 2,558+
Class D 344 751 1,285 2,746

If you did not sell your shares at the end of each period, your expenses would
be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $635 $ 971 $1,329 $2,337
Class B 244 751 1,285 2,558+
Class D 244 751 1,285 2,746

+ Class B shares will automatically convert to Class A shares after eight years.

PORTFOLIO MANAGEMENT

The Global Smaller Companies Fund is co-managed by the US Small Company Team and
the International Team. The Small Company Team is headed by Arsen Mrakovcic. Mr.
Mrakovcic, a Managing Director of Seligman, has been Vice President of Seligman
Henderson Global Fund Series, Inc. and Portfolio Manager of the Fund since
October 1, 1995. Mr. Mrakovcic joined Seligman in June 1992 as a Portfolio
Assistant. He was named Vice President, Investment Officer on January 1, 1995,
and Managing Director on January 1, 1996. Mr. Mrakovcic also manages Seligman
Frontier Fund, Inc. and manages the Seligman Frontier Portfolio and co-manages
the Seligman Henderson Global Smaller Companies Portfolio, two portfolios of
Seligman Portfolios, Inc.

The International Team is headed by Mr. Iain C. Clark. Mr. Clark has been Vice
President of Seligman Henderson Global Fund Series, Inc. 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 also Vice
President of Seligman Portfolios, Inc. and Portfolio Manager of its Seligman
Henderson International Portfolio and Co-Portfolio Manager of its Seligman
Henderson Global Smaller Companies Portfolio. He is also Chief Investment
Officer of HIML, Director of Henderson International Limited and Vice President,
Secretary and Treasurer of Henderson International, Inc. Mr. Clark has been a
Director and Senior Portfolio Manager of Henderson plc since 1985.

19
<PAGE>

GLOBAL TECHNOLOGY FUND

INVESTMENT OBJECTIVE/PRINCIPAL STRATEGIES
The Global Technology Fund seeks long-term capital appreciation.

- --------------------------------------------------------------------------------
TECHNOLOGY:
THE USE OF SCIENCE TO CREATE NEW PRODUCTS AND SERVICES. THE INDUSTRY COMPRISES
INFORMATION TECHNOLOGY AND COMMUNICATIONS, AS WELL AS MEDICAL, ENVIRONMENTAL AND
BIOTECHNOLOGY.
- --------------------------------------------------------------------------------

The Fund generally invests at least 65% of its assets in equity securities of US
and non-US companies with business operations in technology and
technology-related industries.

The Fund may invest in companies domiciled in any country which the investment
manager believes to be appropriate to the Fund's objective. The Fund generally
invests in several countries in different geographic regions.

The Fund may invest in companies of any size. Securities of large companies that
are well established in the world technology market can be expected to grow with
the market and will frequently be held by the Fund. However, rapidly changing
technologies and expansion of technology and technology-related industries often
provide a favorable environment for companies of small-to-medium size, and the
Fund may invest in these companies as well.

The investment managers seek to identify those technology companies that have
the greatest prospects for future growth, no matter what their country of
origin. The Fund uses an investment style that combines research into individual
company attractiveness with macro analysis. This means that the investment
managers use extensive in-depth research to identify attractive technology
companies around the world, while seeking to identify particularly strong
technology sectors and/or factors within regions or specific countries that may
affect investment opportunities. The Fund avoids speculative concepts or "fad"
stocks that may only have short-term appeal. In selecting individual securities,
the investment managers look for companies that typically display one or more of
the following:

The Fund generally sells a stock if its target price is reached, its earnings
are disappointing, its revenue growth slows, or its underlying fundamentals
deteriorate.

As a defensive measure, the Fund may invest up to 100% of its assets in quality
short-term instruments, and securities of the US government and its agencies, as
well as cash and cash equivalents denominated in foreign currencies. The Fund
would take this defensive position only temporarily in seeking to minimize
extreme volatility caused by adverse market, economic, political, or other
conditions or in anticipating significant withdrawals from the Fund. However,
such a position is inconsistent with the Fund's principal strategies and could
prevent the Fund from achieving its investment objective.

20
<PAGE>

GLOBAL TECHNOLOGY FUND

The Fund many not achieve its objective.

The Fund may be susceptible to factors affecting technology and
technology-related industries and the Fund's net asset value may fluctuate more
than a fund that invests in a wider range of portfolio securities. Technology
companies are often smaller and less experienced companies and may be subject to
greater risks than larger companies, such as limited product lines, markets, and
financial or managerial resources. These risks may be heightened for technology
companies in foreign markets.

The Fund seeks to limit risk by diversifying its investments among different
sectors within the technology industry, as well among different countries.
Diversification reduces the effect the performance of any one sector or events
in any one country will have on the Fund's entire investment portfolio. However,
a decline in the value of one of the Fund's investments may offset potential
gains from other investments.

To the extent the Fund invests some of its assets in higher-risk securities,
such as illiquid securities or options, it may be subject to higher price
volatility.

An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

21
<PAGE>

GLOBAL TECHNOLOGY FUND

PAST PERFORMANCE
The information below provides some indication of the risks of investing in the
Fund by showing how the performance of Class A shares has varied year to year,
as well as how each Class's performance compares to three widely-used measures
of performance. How the Fund has performed in the past, however, is not
necessarily an indication of how the Fund will perform in the future. Total
returns will vary between each Class of shares due to the different fees and
expenses of each Class.

CLASS A ANNUAL TOTAL RETURNS - CALENDAR YEARS

[THE FOLLOWING TABLE REPRESENTS A CHART IN THE PRINTED PIECE]

17.3% 0.173 1994
45.1% 0.451 1995
14.3% 0.143 1996
11.8% 0.118 1997
0 1998

*For the period 5/23/94 to 12/31/94.
Best calendar quarter return: XX.X% - quarter ended ------
Worst calendar quarter return: XX.X% - quarter ended -----

AVERAGE ANNUAL TOTAL RETURNS - PERIODS ENDED 12/31/98

CLASS B
ONE SINCE INCEPTION SINCE INCEPTION
YEAR 5/23/94 4/22/96
------- ---------------- -----------------
Class A
Class B
Class D
MSCI World Index (1) (2)
Lipper Global
Funds Average (1) (2)
Lipper Science &
Technology Funds Average

The Morgan Stanley Capital International World Index (MSCI World Index) and the
Lipper Funds Averages are unmanaged benchmarks that assume reinvestment of
dividends. The Lipper Funds Averages exclude the effect of sales charges and the
MSCI World Index excludes the effect of fees and sales charges.
(1) From 5/31/94.
(2) From 4/30/96.

22
<PAGE>

GLOBAL TECHNOLOGY FUND

SHAREHOLDER FEES CLASS A CLASS B CLASS D
- ----------------- ------ ------ ------
<S> <C> <C> <C>
Maximum Sales Charge (Load) on Purchases
(as a % of offering price) ................................................... 4.75% none none
Maximum Deferred Sales Charge (Load) (CDSC) on Redemptions
(as a % of original purchase price or current net asset value,
whichever is less) ........................................................... none(1) 5% 1%

ANNUAL FUND OPERATING EXPENSES FOR FISCAL 1998
- ------------------------------------------------
(as a percentage of average net assets)

Management Fees ................................................................ 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees ....................................... .24% 1.00% 1.00%
Other Expenses ................................................................. .43% .43% .43%
----- ----- -----
Total Annual Fund Operating Expenses ........................................... 1.67% 2.43% 2.43%
===== ===== =====
</TABLE>
(1) If you buy Class A shares for $1,000,000 or more, you do not pay an initial
sales charge, but your shares will be subject to a 1% CDSC if sold within
18 months.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $637 $ 976 $1,339 $2,357
Class B 746 1,058 1,496 2,578+
Class D 346 758 1,296 2,766

If you did not sell your shares at the end of each period, your expenses would
be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A $637 $ 976 $1,339 $2,357
Class B 246 758 1,296 2,578+
Class D 246 758 1,296 2,766

+ Class B shares will automatically convert to Class A shares after eight years.

PORTFOLIO MANAGEMENT

The Global Technology Fund is co-managed by the US Technology Team and the
International Team. The Technology Team is headed by Mr. Paul H. Wick, Vice
President of Seligman Henderson Global Fund Series, Inc. and Co-Portfolio
Manager of the Global Technology Fund since May 1994. Mr. Wick has been a
Managing Director of Seligman since January 1995 and was elected a Director of
Seligman in November 1997. He joined Seligman in 1987 as an Associate,
Investment Research. Mr. Wick has been Vice President and Portfolio Manager of
Seligman Communications and Information Fund, Inc. since January 1990 and
December 1989, respectively. He is also Vice President of Seligman Portfolios,
Inc. and Portfolio Manager of its Seligman Communications and Information
Portfolio and Co-Portfolio Manager of its Seligman Henderson Global Technology
Portfolio.

The International Team is headed by Mr. Brian Ashford-Russell, Vice President of
Seligman Henderson Global Fund Series, Inc. and Co-Portfolio Manager of the
Global Technology Fund. Mr. Ashford-Russell is also Vice President of Seligman
Portfolios, Inc. and Co-Portfolio Manager of its Seligman Henderson Global
Technology Portfolio. He has been a Portfolio Manager with Henderson plc since
February 1993.

23
<PAGE>

SHAREHOLDER INFORMATION

DECIDING WHICH CLASS OF SHARES TO BUY
Each Class of a Fund represents an interest in the same portfolio of
investments. However, each Class has its own sales charge schedule and is
subject to different ongoing 12b-1 fees. When deciding which Class of shares to
buy, you should consider, among other things:
o The amount you plan to invest.
o How long you intend to remain invested in the Fund, or another
Seligman mutual fund.
o If you would prefer to pay an initial sales charge and lower ongoing
12b-1 fees, or be subject to a CDSC and pay higher ongoing 12b-1
fees.
o Whether you may be eligible for reduced or no sales charges when you
buy or sell shares.
Your financial advisor will be able to help you decide which Class of shares
best meets your needs.

Class A
o Initial sales charge on Fund purchases, as set forth below:

<TABLE>
<CAPTION>
SALES CHARGE REGULAR DEALER
SALES CHARGE AS A % DISCOUNT
AS A % OF NET AS A % OF
AMOUNT OF YOUR INVESTMENT OF OFFERING PRICE(1) AMOUNT INVESTED OFFERING PRICE
------------------------- -------------------- --------------- --------------
<S> <C> <C> <C>
Less than $ 50,000 4.75% 4.99% 4.25%
$50,000 - $ 99,999 4.00 4.17 3.50
$100,000 - $249,999 3.50 3.63 3.00
$250,000 - $499,999 2.50 2.56 2.25
$500,000 - $999,999 2.00 2.04 1.75
$1,000,000 and over(2) 0.00 0.00 0.00

(1) "Offering Price" is the amount that you actually pay for Fund shares;
it includes the initial sales charge.

(2) You will not pay a sales charge on purchases of $1 million or more,
but you will be subject to a 1% CDSC if you sell your shares within 18
months.

o Annual 12b-1 fee (for shareholder services) of up to 0.25%.
o No sales charge on reinvested dividends or capital gain distributions.
</TABLE>
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Class B
o No initial sales charge on purchases.
o A declining CDSC on shares sold within 6 years of purchase:

YEARS SINCE PURCHASE CDSC
---------------- ------
Less than 1 year 5%
1 year or more but less than 2 years 4
2 years or more but less than 3 years 3
3 years or more but less than 4 years 3
4 years or more but less than 5 years 2
5 years or more but less than 6 years 1
6 years or more 0

Your purchase of Class B shares must be less than $250,000, because if you
are investing $250,000 or more you will pay less in fees and charges if you
buy Class A or Class D shares.

o Annual 12b-1 fee (for distribution and shareholder services) of 1.00%.
o Automatic conversion to Class A shares after eight years, resulting in lower
ongoing 12b-1 fees.
o No CDSC on redemptions of shares purchased with reinvested dividends or
capital gain distributions.
- --------------------------------------------------------------------------------

24
<PAGE>

- --------------------------------------------------------------------------------
Class D

o No initial sales charge on purchases.
o A 1% CDSC on shares sold within one year of purchase.
o Annual 12b-1 fee (for distribution and shareholder services) of 1.00%.
o No automatic conversion to Class A shares, so you will be subject to higher
ongoing 12b-1 fees indefinitely.
o No CDSC on redemptions of shares purchased with reinvested dividends or
capital gain distributions.
- --------------------------------------------------------------------------------

Each Fund has adopted a plan under Rule 12b-1 of the Investment Company Act of
1940 that allows each Class to pay 12b-1 fees for the sale and distribution of
its shares and/or for providing services to shareholders.

Because each Fund's 12b-1 fees are paid out of each Class's assets on an ongoing
basis, over time these fees will increase your investment expenses and may cost
you more than other types of sales charges.

The Funds' Board of Directors believes that no conflict of interest currently
exists between each Fund's Class A, Class B, and Class D shares. On an ongoing
basis, the Directors, in the exercise of their fiduciary duties under the
Investment Company Act of 1940 and Maryland law, will seek to ensure that no
such conflict arises.

HOW CDSCS ARE CALCULATED

To minimize the amount of CDSC you may pay when you sell your shares, each Fund
assumes that shares acquired through reinvested dividends and capital gain
distributions (which are not subject to a CDSC) are sold first. Shares that have
been in your account long enough so they are not subject to a CDSC are sold
next. After these shares are exhausted, shares will be sold in the order they
were purchased (oldest to youngest). The amount of any CDSC that you pay will be
based on the shares' original purchase price or current net asset value,
whichever is less.

You will not pay a CDSC when you exchange shares of any Fund to buy any of the
other Seligman mutual funds. For the purpose of calculating the CDSC when you
sell your shares, it will be assumed that you held the shares since the date of
your original purchase in the Fund.

25
<PAGE>

PRICING OF FUND SHARES
When you buy or sell shares, you do so at the Class's net asset value (NAV) next
calculated after Seligman Advisors accepts your request. Any applicable sales
charge will be added to the purchase price for Class A shares. Purchase or sale
orders received by an authorized dealer by the close of regular trading on the
New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time) and accepted by
Seligman Advisors before the close of business (5:00 p.m. Eastern time) on the
same day will be executed at the Class's NAV calculated as of the close of
regular trading on the NYSE on that day. If your order is received by a dealer
after the close of regular trading on the NYSE, or is accepted by Seligman
Advisors after the close of business, the order will be executed at the Class's
NAV calculated as of the close of regular trading on the next NYSE trading day.
When you sell shares, you receive the Class's per share NAV, less any applicable
CDSC. The NAV of each Fund's shares is determined each day, Monday through
Friday, on days that the NYSE is open for trading. Because of their higher 12b-1
fees, the NAV of Class B and Class D shares will generally be lower than the NAV
of Class A shares of the same Fund. Securities owned by a Fund are valued at
current market prices. If reliable market prices are unavailable, securities are
valued in accordance with procedures approved by the Board of Directors.

- --------------------------------------------------------------------------------
NAV:
COMPUTED SEPARATELY FOR EACH CLASS BY DIVIDING THAT CLASS'S SHARE OF THE NET
ASSETS OF THE FUND (I.E., ITS ASSETS LESS LIABILITIES) BY THE TOTAL NUMBER OF
OUTSTANDING SHARES OF THE CLASS.
- --------------------------------------------------------------------------------

OPENING YOUR ACCOUNT
The Funds' shares are sold through authorized financial advisors who have sales
agreements with Seligman Advisors. There are several programs under which you
may be eligible for reduced sales charges. Ask your financial advisor if any of
these programs apply to you.

To make your initial investment in a Fund, contact your financial advisor or
complete an account application and send it with your check directly to SDC at
the address provided on the account application. If you buy shares by check and
subsequently sell the shares, SDC will not send your proceeds until 15 calendar
days have elapsed from the date of your purchase to ensure your check clears.

- --------------------------------------------------------------------------------
YOU MAY BUY SHARES OF ANY FUND FOR ALL TYPES OF TAX-DEFERRED RETIREMENT PLANS.
CONTACT RETIREMENT PLAN SERVICES AT THE ADDRESS OR PHONE NUMBER LISTED ON THE
INSIDE BACK COVER OF THIS PROSPECTUS FOR INFORMATION AND TO RECEIVE THE PROPER
FORMS.
- --------------------------------------------------------------------------------

The required minimum initial investments are:

o Regular (non-retirement) accounts: $1,000

o For accounts opened concurrently with Invest-A-Check(R):
$100 to open if you will be making monthly investments
$250 to open if you will be making quarterly investments

You will be sent a statement confirming your purchase, and any subsequent
transactions in your account. You will also be sent at least annually, a
statement detailing all your transactions in the Fund and all other Seligman
funds you own. Duplicate account statements will be sent to you free of charge
for the current year and most recent prior year. Copies of year-end statements
for prior years are available for a fee of $10 per year, per account, with a
maximum charge of $150 per account. Send your request and a check for the fee to
SDC.

IF YOU WANT TO BE ABLE TO BUY, SELL, OR EXCHANGE SHARES BY TELEPHONE, YOU
SHOULD COMPLETE AN APPLICATION WHEN YOU OPEN YOUR ACCOUNT. THIS WILL PREVENT
YOU FROM HAVING TO COMPLETE A SUPPLEMENTAL ELECTION FORM (WHICH MAY REQUIRE A
SIGNATURE GUARANTEE) AT A LATER DATE.

26
<PAGE>

HOW TO BUY ADDITIONAL SHARES

After you have made your initial investment, there are many options available to
make additional purchases of Fund shares. Shares may be purchased through your
authorized financial advisor, or you may send a check directly to SDC. Please
provide either an investment slip or a note that provides your name(s), Fund
name, and account number. Unless you indicate otherwise, your investment will be
made in the Class you already own. Send investment checks to:
Seligman Data Corp.
P.O. Box 9766
Providence, RI 02940-5051

Your check must be in US dollars and be drawn on a US bank. Third party and
credit card convenience checks can not be used for investment.

You may also use the following account services to make additional investments:

INVEST-A-CHECK(R). You may buy Fund shares electronically from a savings or
checking account of an Automated Clearing House (ACH) member bank. If your bank
is not a member of ACH, the Fund will debit your checking account by
preauthorized checks. You may buy Fund shares at regular monthly intervals in
fixed amounts of $100 or more, or regular quarterly intervals in fixed amounts
of $250 or more. If you use Invest-A-Check(R), you must continue to make
automatic investments until the Fund's minimum initial investment of $1,000 is
met or your account may be closed.

AUTOMATIC DOLLAR-COST-AVERAGING. If you have at least $5,000 in Seligman Cash
Management Fund, you may exchange uncertificated shares of that fund to buy
shares of the same class of another Seligman mutual fund at regular monthly
intervals in fixed amounts of $100 or more or regular quarterly intervals in
fixed amounts of $250 or more. If you exchange Class A shares, you may pay an
initial sales charge to buy Fund shares.

AUTOMATIC CD TRANSFER. You may instruct your bank to invest the proceeds of a
maturing bank CD in shares of the Fund. If you wish to use this service, contact
SDC or your financial advisor to obtain the necessary forms. Because your bank
may charge you a penalty, it is not normally advisable to withdraw CD assets
before maturity.

DIVIDENDS FROM OTHER INVESTMENTS. You may have your dividends from other
companies paid to the Fund. (Dividend checks must include your name, account
number, Fund name, and Class of shares.)

DIRECT DEPOSIT. You may buy Fund shares electronically with funds from your
employer, the IRS, or any other institution that provides direct deposit. Call
SDC for more information.

SELIGMAN TIME HORIZON MATRIX SM. (Requires an initial total investment of
$10,000.) This is a needs-based investment process, designed to help you and
your financial advisor plan to seek your long-term financial goals. It considers
your financial needs, and frames a personalized asset allocation strategy around
the cost of your future commitments and the time you have to meet them. Contact
your financial advisor for more information.

SELIGMAN HARVESTER. If you are a retiree or nearing retirement, this program is
designed to help you establish an investment strategy that seeks to meet your
needs throughout your retirement. The strategy is customized to your personal
financial situation by allocating your assets to seek to address your income
requirements, prioritizing your expenses, and establishing a prudent withdrawal
schedule. Contact your financial advisor for more information.

27
<PAGE>

HOW TO EXCHANGE SHARES BETWEEN THE SELIGMAN MUTUAL FUNDS
You may sell Fund shares to buy shares of the same Class of another Seligman
mutual fund or you may sell shares of another Seligman mutual fund to buy shares
of any Fund. Exchanges will be made at each fund's respective NAV. You will not
pay an initial sales charge when you exchange, unless you exchange Class A
shares of Seligman Cash Management Fund to buy Class A shares of a Fund or
another Seligman mutual fund. Only your dividend and capital gain distribution
options and telephone services will be automatically carried over to any new
fund account. If you wish to carry over any other account options to the new
fund, you must specifically request so at the time of your exchange. If you
exchange into a new fund, you must exchange enough to meet the new fund's
minimum initial investment. See "The Seligman Mutual Funds" for a list of the
funds available for exchange. Before making an exchange, contact your financial
advisor or SDC to obtain the applicable fund prospectus(es), which you should
read and understand before investing.

HOW TO SELL SHARES
The easiest way to sell Fund shares is by phone. If you have telephone services,
you may be able use this service to sell Fund shares. Restrictions apply to
certain types of accounts. Please see "Important Policies That May Affect Your
Account." Generally, when you sell Fund shares by phone, a check for the
proceeds is sent to your address of record. If you have current ACH bank
information on file, you may have the proceeds of the sale of your Fund shares
directly deposited into your bank account (typically, 3-4 business days after
your shares are sold). You may always send a written request to sell Fund
shares. It may take longer to get your money if you send your request by mail.
You will need to guarantee your signature(s) if the proceeds are:

(1) $50,000 or more;
(2) to be paid to someone other than all account owners, or
(3) mailed to other than your address of record.

SIGNATURE GUARANTEE:
Protects you and the Funds from fraud. It guarantees that a signature is
genuine. A guarantee must be obtained from an eligible financial institution.
Notarization by a notary public is not an acceptable guarantee.

You may need to provide additional documents to sell Fund shares if you are:

o a corporation;
o an executor or administrator;
o a trustee or custodian; or
o in a retirement plan.
If your Fund shares are represented by certificates, you will need to surrender
the certificates to SDC before you sell your shares.

Contact your financial advisor or SDC's Shareholder Services Department for
information on selling your shares under any of the above circumstances.

You may also use the following account service to sell Fund shares:

SYSTEMATIC WITHDRAWAL PLAN. If you have at least $5,000 in a Fund, you may
withdraw (sell) a fixed amount (minimum of $50) of uncertificated shares at
regular intervals. A check will be sent to you at your address of record or, if
you have current ACH bank information on file, you may have your payments
directly deposited to your predesignated bank account in 3-4 business days after
your shares are sold. If you bought $1,000,000 or more of Class A shares without
an initial sales charge, your withdrawals may be subject to a 1% CDSC if they
occur within 18 months of purchase. If you own Class B or Class D shares and
reinvest your dividends and capital gain distributions, you may withdraw 12% or
10%, respectively, of the value of your Fund account (at the time of election)
annually without a CDSC.

28
<PAGE>

IMPORTANT POLICIES THAT MAY AFFECT YOUR ACCOUNT
To protect you and other shareholders, each Fund reserves the right to:

o Refuse an exchange request if:

1. you have exchanged twice from the same fund in any three-month
period;

2. the amount you wish to exchange equals the lesser of $1,000,000 or
1% of the Fund's net assets; or

3. you or your financial advisor have been advised that previous
patterns of purchases and sales or exchanges have been considered
excessive.

o Refuse any request to buy Fund shares.
o Reject any request received by telephone.
o Suspend or terminate telephone services.
o Reject a signature guarantee that SDC believes may be fraudulent.
o Close your fund account if its value falls below $500.
o Close your account if it does not have a certified taxpayer
identification number.

TELEPHONE SERVICES

You and your financial advisor will be able to place the following requests by
telephone, unless you indicate on your account application that you do not want
telephone services:

o Sale of uncertificated shares (up to $50,000 per day)
o Exchanges o Dividend and/or capital gain distribution option changes
o Address changes
o Establish systematic withdrawals to address of record

If you do not complete an account application when you open your account,
telephone services must be elected on a supplemental election form (which may
require a signature guarantee).

Restrictions apply to certain types of accounts:

o Trust accounts on which the current trustee is not listed may not sell
Fund shares by phone.

o Corporations may not sell Fund shares by phone.

o IRAs may only exchange Fund shares or request address changes by phone.

o Group retirement plans may not sell Fund shares by phone; plans that
allow participants to exchange by phone must provide a letter of
authorization signed by the plan custodian or trustee and provide a
supplemental election form signed by all plan participants.

Unless you have current ACH bank information on file, you will not be able to
sell Fund shares by phone within thirty days following an address change.

Your request must be communicated to an SDC representative. You may not request
any phone transactions via the automated access line.

You may cancel telephone services at any time by sending a written request to
SDC. Each account owner, by accepting or adding telephone services, authorizes
each of the other owners to make requests by phone. Your broker/dealer
representative may not establish telephone services without your written
authorization. SDC will send written confirmation to the address of record when
telephone services are added or terminated.

During times of heavy call volume, you may not be able to get through to SDC by
phone to request a sale or exchange of Fund shares. In this case, you may need
to write, and it may take longer for your request to be processed. A Fund's NAV
may fluctuate during this time.

The Funds and SDC will not be liable for processing requests received by phone
as long as it was reasonable to believe that the request was genuine.

REINSTATEMENT PRIVILEGE

If you sell Fund shares, you may, within 120 calendar days, use part or all of
the proceeds to buy shares of the same Fund or any other Seligman mutual fund
(reinstate your investment) without paying an initial sales charge or, if you
paid a CDSC when you sold your shares, receiving a credit for the applicable
CDSC paid. This privilege is available only once each calendar year. Contact
your financial advisor for more information.

29
<PAGE>

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Each Fund generally pays any dividends from its net investment income and
distributes net capital gains realized on investments annually. It is expected
that each Fund's distributions will be primarily capital gains.

Shareholders may elect to:

(1) reinvest both dividends and capital gain distributions;

(2) take dividends in cash and reinvest capital gain distributions; or

(3) take both dividends and capital gain distributions in cash.

Your dividends and capital gain distributions will be reinvested if you do not
instruct otherwise or if you own Fund shares in a prototype retirement plan.

If you want to change your election, you may write SDC at the address listed on
the back cover of this prospectus, or, if you have telephone services, you or
your financial advisor may call SDC. Your request must be received by SDC before
the record date to be effective for that dividend or capital gain distribution.

Cash dividends or capital gain distributions will be sent by check to your
address of record or, if you have current ACH bank information on file, directly
deposited into your predesignated bank account within 3-4 business days from the
payable date.

Dividends and capital gain distributions are reinvested to buy additional Fund
shares on the payable date using the NAV of the ex-dividend date.

Dividends on Class B and Class D shares will be lower than the dividends on
Class A shares as a result of their higher 12b-1 fees. Capital gain
distributions will be paid in the same amount for each Class.

- --------------------------------------------------------------------------------
DIVIDEND:
A PAYMENT BY A MUTUAL FUND, USUALLY DERIVED FROM THE FUND'S NET INVESTMENT
INCOME (DIVIDENDS AND INTEREST EARNED ON PORTFOLIO SECURITIES LESS EXPENSES).

CAPITAL GAIN DISTRIBUTION:
A PAYMENT TO MUTUAL FUND SHAREHOLDERS WHICH REPRESENTS PROFITS REALIZED ON THE
SALE OF SECURITIES IN A FUND'S PORTFOLIO.

EX-DIVIDEND DATE:
THE DAY ON WHICH ANY DECLARED DISTRIBUTIONS (DIVIDENDS OR CAPITAL GAINS) ARE
DEDUCTED FROM A FUND'S ASSETS BEFORE IT CALCULATES ITS NAV.
- --------------------------------------------------------------------------------

TAXES

The tax treatment of dividends and capital gain distributions is the same
whether you take them in cash or reinvest them to buy additional Fund shares.
Tax-deferred retirement plans are not taxed currently on dividends or capital
gain distributions or on exchanges.

Capital gains distributed by a Fund may be taxed at different rates depending on
the length of time the Fund holds its assets.

When you sell Fund shares, any gain or loss you realize will generally be
treated as a long-term capital gain or loss if you held your shares for more
than one year, or as a short-term capital gain or loss if you held your shares
for one year or less. However, if you sell Fund shares on which a long-term
capital gain distribution has been received and you held the shares for six
months or less, any loss you realize will be treated as a long-term capital loss
to the extent that it offsets the long-term capital gain distribution.

An exchange of Fund shares is a sale and may result in a gain or loss for
federal income tax purposes.

EACH JANUARY, YOU WILL BE SENT INFORMATION ON THE TAX STATUS OF ANY
DISTRIBUTIONS MADE DURING THE PREVIOUS CALENDAR YEAR. BECAUSE EACH SHAREHOLDER'S
SITUATION IS UNIQUE, YOU SHOULD ALWAYS CONSULT YOUR TAX ADVISOR CONCERNING THE
EFFECT INCOME TAXES MAY HAVE ON YOUR INDIVIDUAL INVESTMENT.

30
<PAGE>

THE SELIGMAN MUTUAL FUNDS

EQUITY
SPECIALTY
- --------------------------------------------------------------------------------
SELIGMAN COMMUNICATIONS AND
INFORMATION FUND

SEEKS CAPITAL APPRECIATION BY INVESTING IN COMPANIES OPERATING IN ALL ASPECTS OF
THE COMMUNICATIONS, INFORMATION, AND RELATED INDUSTRIES.

SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND

SEEKS LONG-TERM CAPITAL APPRECIATION BY INVESTING PRIMARILY IN GLOBAL SECURITIES
(US AND NON-US) OF COMPANIES IN THE TECHNOLOGY AND TECHNOLOGY-RELATED
INDUSTRIES.

SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND

SEEKS LONG-TERM CAPITAL APPRECIATION BY INVESTING PRIMARILY IN EQUITY SECURITIES
OF COMPANIES IN EMERGING MARKETS.

SMALL COMPANY
- --------------------------------------------------------------------------------
SELIGMAN FRONTIER FUND

SEEKS TO MAXIMIZE CAPITAL APPRECIATION BY INVESTING PRIMARILY IN SMALL COMPANY
GROWTH STOCKS.

SELIGMAN SMALL-CAP VALUE FUND

SEEKS LONG-TERM CAPITAL APPRECIATION BY INVESTING IN EQUITIES OF SMALL
COMPANIES, DEEMED TO BE "VALUE" COMPANIES BY THE INVESTMENT MANAGER.

SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND

SEEKS LONG-TERM CAPITAL APPRECIATION BY INVESTING IN SECURITIES OF SMALLER
COMPANIES AROUND THE WORLD, INCLUDING THE US.

MEDIUM COMPANY
- --------------------------------------------------------------------------------
SELIGMAN CAPITAL FUND

SEEKS CAPITAL APPRECIATION BY INVESTING IN THE COMMON STOCKS OF COMPANIES WITH
SIGNIFICANT POTENTIAL FOR GROWTH.

LARGE COMPANY
- --------------------------------------------------------------------------------
SELIGMAN GROWTH FUND

SEEKS LONG-TERM GROWTH OF CAPITAL VALUE AND AN INCREASE IN FUTURE INCOME.

SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND

SEEKS CAPITAL APPRECIATION BY INVESTING PRIMARILY IN EQUITY SECURITIES OF
COMPANIES THAT HAVE THE POTENTIAL TO BENEFIT FROM GLOBAL ECONOMIC OR SOCIAL
TRENDS.

SELIGMAN LARGE-CAP VALUE FUND

SEEKS LONG-TERM CAPITAL APPRECIATION BY INVESTING IN EQUITIES OF LARGE
COMPANIES, DEEMED TO BE "VALUE" COMPANIES BY THE INVESTMENT MANAGER.

SELIGMAN COMMON STOCK FUND

SEEKS FAVORABLE, BUT NOT THE HIGHEST, CURRENT INCOME AND LONG-TERM GROWTH OF
BOTH INCOME AND CAPITAL, WITHOUT EXPOSING CAPITAL TO UNDUE RISK.

SELIGMAN HENDERSON INTERNATIONAL FUND

SEEKS LONG-TERM CAPITAL APPRECIATION BY INVESTING IN SECURITIES OF MEDIUM- TO
LARGE-SIZED COMPANIES, PRIMARILY IN THE DEVELOPED MARKETS OUTSIDE THE US.

BALANCED
- --------------------------------------------------------------------------------
SELIGMAN INCOME FUND

SEEKS HIGH CURRENT INCOME AND IMPROVEMENT IN CAPITAL VALUE OVER THE LONG TERM,
CONSISTENT WITH PRUDENT RISK OF CAPITAL.

FIXED-INCOME

INCOME
- --------------------------------------------------------------------------------
SELIGMAN HIGH-YIELD BOND SERIES

SEEKS TO MAXIMIZE CURRENT INCOME BY INVESTING IN A DIVERSIFIED PORTFOLIO OF
HIGH-YIELDING, HIGH-RISK CORPORATE BONDS, COMMONLY REFERRED TO AS "JUNK BONDS."

SELIGMAN U.S. GOVERNMENT SECURITIES SERIES

SEEKS HIGH CURRENT INCOME PRIMARILY BY INVESTING IN A DIVERSIFIED PORTFOLIO OF
SECURITIES GUARANTEED BY THE US GOVERNMENT, ITS AGENCIES, OR INSTRUMENTALITIES,
WHICH HAVE MATURITIES GREATER THAN ONE YEAR.

MUNICIPAL
- --------------------------------------------------------------------------------
SELIGMAN MUNICIPAL FUNDS:
NATIONAL FUND*

SEEKS MAXIMUM INCOME, EXEMPT FROM REGULAR FEDERAL INCOME TAXES.

STATE-SPECIFIC FUNDS:

SEEK TO MAXIMIZE INCOME EXEMPT FROM REGULAR FEDERAL INCOME TAXES AND FROM
REGULAR INCOME TAXES IN THE DESIGNATED STATE.

CALIFORNIA LOUISIANA NEW JERSEY
oHIGH-YIELD MARYLAND NEW YORK
oQUALITY MASSACHUSETTS NORTH CAROLINA
COLORADO MICHIGAN OHIO
FLORIDA MINNESOTA OREGON
GEORGIA MISSOURI PENNSYLVANIA
SOUTH CAROLINA

* A SMALL PORTION OF INCOME MAY BE SUBJECT TO STATE TAXES.
MONEY MARKET
- --------------------------------------------------------------------------------
SELIGMAN CASH MANAGEMENT FUND

SEEKS TO PRESERVE CAPITAL AND TO MAXIMIZE LIQUIDITY AND CURRENT INCOME, BY
INVESTING ONLY IN HIGH-QUALITY MONEY MARKET SECURITIES HAVING A MATURITY OF 90
DAYS OR LESS. THE FUND SEEKS TO MAINTAIN A CONSTANT NET ASSET VALUE OF $1.00 PER
SHARE.

31
<PAGE>

FINANCIAL HIGHLIGHTS

The tables below are intended to help you understand the financial performance
of each Fund's Classes for the past five years or, if less than five years, the
period of the Class's operations. Certain information reflects financial results
for a single Class share held throughout the periods shown. "Total return" shows
how much you would have earned (or lost) on an investment in the Fund (assuming
you reinvested all your dividends and capital gain distributions). Total returns
do not reflect any sales charges. , independent auditors, have audited this
information. Their report, along with each Fund's financial statements, is
included in the Funds' annual report, which is available upon request.

INTERNATIONAL FUND

<TABLE>
<CAPTION>
CLASS A CLASS B
---------------------------------------- ------------------------
YEAR ENDED
YEAR ENDED OCTOBER 31, OCTOBER 31, 4/22/96**
---------------------------------------- -------------- TO
1998 1997 1996 1995 1994 1998 1997 10/31/96
---- ---- ---- ---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA*:
Net asset value,
beginning of period ........ $ $17.17 $16.71 $17.67 $15.98 $ $16.74 $17.38
----- ------ ------ ------ ------ ------ ------ ------
Investment operations:
Net investment
income (loss) .......... (0.04) 0.05 0.06 0.04 (0.18) (0.03)
Net realized and
unrealized gain
(loss) on investments ... 2.47 1.77 (0.42) 0.91 2.42 (0.54)
Net realized and
unrealized gain
(loss) on foreign
currency
transactions ........... (0.79) (0.44) 0.09 1.08 (0.79) (0.07)
----- ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ................ 1.64 1.38 (0.27) 2.03 1.45 (0.64)
Less distributions:
Dividends (from net
investment income) ..... -- -- -- (0.01) -- --
Distributions from
net realized
capital gains .......... (0.89) (0.92) (0.69) (0.33) (0.89) --

Total distributions ........ (0.89) (0.92) (0.69) (0.34) (0.89) --
----- ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of period ............ $17.92 $17.17 $16.71 $17.67 $ $17.30 $16.74
===== ====== ====== ====== ====== ====== ====== ======
Total return ............... % 9.83% 8.43% (1.24)% 12.85% % 8.90% (3.68)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000s omitted) ........... $ $46,107 $50,998 $48,763 $62,922 $ $6,350 $2,843
Ratio of expenses to
average net assets ....... % 1.78% 1.81% 1.69% 1.63% % 2.58% 2.66%+
Ratio of net
investment income
(loss) to average
net assets ............... % (0.23)% 0.28% 0.35% 0.27% % (1.03)% (0.35)%+
Portfolio turnover rate .... % 83.11% 55.71% 60.70% 39.59% % 83.11% 55.71%++

- ---------------------------
See footnotes on page 39.

<PAGE>

INTERNATIONAL FUND

CLASS D
----------------------------------------
YEAR ENDED OCTOBER 31,
----------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
PER SHARE DATA*:
Net asset value, beginning
of period ...................... $ $16.74 $16.43 $17.53 $15.96
----- ------ ------ ------ ------
Investment operations:
Net investment loss ............ (0.18) (0.08) (0.07) (0.09)
Net realized and unrealized
gain (loss) on investments ... 2.42 1.75 (0.43) 0.91
Net realized and unrealized gain
(loss) on foreign currency
transactions ................. (0.79) (0.44) 0.09 1.08
----- ------ ------ ------ ------
Total from investment operations.. 1.45 1.23 (0.41) 1.90
Less Distributions:
Dividends (from net
investment income) ......... -- -- -- --
Distributions from net realized
capital gains ................ (0.89) (0.92) (0.69) (0.33)
----- ------ ------ ------ ------
Total distributions .............. (0.89) (0.92) (0.69) (0.33)
------ ------ ------ - ------ ------
Net asset value, end of period ... $ $17.30 $16.74 $16.43 $17.53
===== ====== ====== ======= ======
Total return ..................... % 8.90% 7.62% (2.08)% 12.03%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000s omitted) ................. $ $40,977 $47,917 $31,273 $19,903
Ratio of expenses to
average net assets ............. % 2.58% 2.64% 2.50% 2.50%
Ratio of net investment loss to
average net assets ............. %(1.03)% (0.47)% (0.44)% (0.53)%
Portfolio turnover rate % 3.11% 55.71% 60.70% 39.59%
Without expense reimbursement
and/or management fee waiver:***
Net investment loss per share .. $(0.09) $(0.11)
Ratios:
Expenses to average net assets.. 2.62% 2.67%
Net investment loss to
average net assets ........... (0.56)% (0.70)%

- -----------------------------
See footnotes on page 39.
33

<PAGE>

EMERGING MARKETS GROWTH FUND

</TABLE>
<TABLE>
<CAPTION>
CLASS A CLASS B
------------------------------- -----------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 5/28/96** OCTOBER 31, 5/28/96**
-------------- TO -------------- TO
1998 1997 10/31/96 1998 1997 10/31/96
----- ----- -------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA*:
Net asset value, beginning of period ............. $ $ 6.78 $ 7.14 $ $ 6.76 $ 7.14
----- ------- ------ ----- ------- -------
Investment operations:
Net investment loss ............................ (0.05) (0.02) (0.11) (0.04)
Net realized and unrealized
gain (loss) on investments ................... 1.05 (0.25) 1.06 (0.25)
Net realized and unrealized loss
on foreign currency transactions ............. (0.44) (0.09) (0.44) (0.09)
----- -------- ------- ---- ------- -------
Total from investment operations ................. 0.56 (0.36) 0.51 (0.38)
Less distributions:
Distributions from net realized capital gains .. -- -- -- -- --
----- -------- ------- ---- ------- -------
Total distributions .............................. -- -- -- --
----- -------- ------- ---- ------- -------
Net asset value, end of period ................... $ 7.34 $ 6.78 $ $7.27 $ 6.76
===== ======== ======= ==== ======= =======
Total return ..................................... % 8.26% (5.04)% % 7.54% (5.32)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s omitted) ......... $ $ 44,061 $19,864 $ $28,819 $10,541
Ratio of expenses to average net assets .......... % 2.27% 2.22%+ % 3.04% 3.00%+
Ratio of net investment loss to average net assets % (0.56)% (0.69)%+ % (1.33)% (1.47)%+
Portfolio turnover rate .......................... % 84.09% 12.24% % 84.09% 12.24%
Without expense reimbursement and/or
management fee waiver:***
Net investment loss per share .................. $(0.05) $(0.07)
Ratios:
Expenses to average net assets ................. 3.02%+ 3.80%+
Net investment loss to average net assets ...... (1.49)%+ (2.27)%+
</TABLE>
- ------------------------------
SEE FOOTNOTES ON PAGE 39.

<TABLE>
<CAPTION>
CLASS D
-------------------------------
Year ended
October 31, 5/28/96**
-------------- TO
1998 1997 10/31/96
----- ----- --------
<S> <C> <C> <C>
PER SHARE DATA*:
Net asset value, beginning of period ............ $ $ 6.76 $ 7.14
----- ------ ------
Investment operations:
Net investment loss ........................... (0.11) (0.04)
Net realized and unrealized
gain (loss) on investments .................. 1.06 (0.25)
Net realized and unrealized loss
on foreign currency transactions ............ (0.44) (0.09)
----- ------ ------
Total from investment operations ................ 0.51 (0.38)
Less Distributions:
Distributions from net realized capital gains.. -- --
----- ------ ------
Total distributions ............................. -- --
----- ------ ------
Net asset value, end of period .................. $ $ 7.27 $ 6.76
===== ====== ======
Total return .................................... % 7.54% (5.32)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s omitted) ........ $ $31,259 $13,664
Ratio of expenses to average net assets ......... % 3.04% 3.00%+
Ratio of net investment loss to average
net assets .................................... % (1.33)% (1.47)%+
Portfolio turnover rate ......................... % 84.09% 12.24%
Without expense reimbursement and/or
management fee waiver:***
Net investment loss per share ................. $(0.07)
Ratios:
Expenses to average net assets ................ 3.80%+
Net investment loss to average net assets ..... (2.27)%+
</TABLE>

- ---------------------------
SEE FOOTNOTES ON PAGE 39.

<PAGE>

GLOBAL GROWTH OPPORTUNITIES FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
------------------------------- -------------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 11/1/95** OCTOBER 31, 4/22/96**
-------------- TO -------------- TO
1998 1997 10/31/96 1998 1997 10/31/96
----- ----- -------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA*:
Net asset value, beginning of period ........ $ $ 8.08 $ 7.14 $ $ 8.02 $ 8.04
----- ----- ------ ------ ------ -----
Investment operations:
Net investment loss ....................... (0.05) (0.03) (0.12) (0.04)
Net realized and unrealized
gain on investments ..................... 1.47 1.12 1.46 0.06
Net realized and unrealized loss
on foreign currency transactions ........ (0.30) (0.15) (0.30) (0.04)
----- ------ ------ ------ ------ -----
Total from investment operations ............ 1.12 0.94 1.04 (0.02)
Less distributions:
Distributions from net realized
capital gains .......................... -- -- -- --
----- ------ ------ ------ ------ -----
Total distributions ......................... -- -- -- --
----- ------ ------ ------ ------ -----
Net asset value, end of period .............. $ 9.20 $8.08 $ $ 9.06 $ 8.02
===== ====== ====== ====== ====== =====
Total return ................................ % 13.86% 13.17% % 12.97% (0.25)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s omitted) .... $ $109,060 $107,509 $ $19,311 $9,257
Ratio of expenses to average net assets ..... % 1.69% 1.91% % 2.45% 2.53%+
Ratio of net investment loss to average
net assets ............................ % (0.59)% (0.53)% % (1.35)% (1.13)%+
Portfolio turnover rate ..................... % 79.32% 31.44% % 79.32% 31.44%++
</TABLE>
- ---------------------------
See footnotes on page 39.

<TABLE>
<CAPTION>
CLASS D
-------------------------------
Year ended 11/1/95**
October 31,
-------------- TO
1998 1997 10/31/96
----- ----- --------
<S> <C> <C> <C>
PER SHARE DATA*:
Net asset value, beginning of period .......... $ $ 8.02 $ 7.14
----- ------- -------
Investment operations:
Net investment loss ......................... (0.12) (0.09)
Net realized and unrealized
gain on investments ....................... 1.46 1.12
Net realized and unrealized loss
on foreign currency transactions .......... (0.30) (0.15)
----- ------- ------
Total from investment operations .............. 1.04 0.88
Less Distributions:
Distributions from net realized capital
gains ................................... -- --
----- ------- ------
Total distributions -- --
----- ------- -------
Net asset value, end of period ................ $ $ 9.06 $ 8.02
===== ======= =======
Total return .................................. % 12.97% 12.33%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s omitted) ...... $ $64,300 $53,540
Ratio of expenses to average net assets ....... % 2.45% 2.67%
Ratio of net investment loss to average
net assets .............................. % (1.35)% (1.25)%
Portfolio turnover rate ....................... % 79.32% 31.44%
</TABLE>
- ----------------------------
See footnotes on page 39.

<PAGE>

GLOBAL SMALLER COMPANIES FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
----------------------------------------- ----------------------------
Year ended 4/22/96**
Year ended October 31, October 31, to
----------------------------------------- --------------
1998 1997 1996 1995 1994 1998 1997 10/31/96
---- ---- ---- ---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA*:
Net asset value, beginning
of period ........................ $ $15.14 $13.90 $11.93 $ 9.98 14.72 $14.44
------ ------- ------ ------ ------ ------ ------ ------
Investment operations:
Net investment loss .............. -- -- (0.02) (0.08) (0.11) (0.06)
Net realized and unrealized
gain on investments ............ 1.61 2.38 2.24 1.57 1.56 0.33
Net realized and unrealized (gain)
loss on foreign currency
transactions ..................... (0.40) (0.18) 0.08 0.52 (0.40) 0.01
------ ------ ------ ------ ------ ------
Total from investment operations ... 1.21 2.20 2.30 2.01 1.05 0.28
Less distributions:
Distributions from net realized
capital gains .................. (0.73) (0.96) (0.33) (0.06) (0.73) --
------ ------ ------ ------ ------ ------ -----
Total distributions ................ (0.73) (0.96) (0.33) (0.06) (0.73) --
------ ------ ------ ------ ------ ------ -----

NET ASSET VALUE, END OF PERIOD ..... $15.62 $15.14 $13.90 $11.93 $ $15.04 $14.72
===== ====== ====== ====== ====== ====== ====== ======
Total return % 8.28% 16.95% 20.10% 20.28% % 7.39% 1.94%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000s omitted) $ $434,397 $350,359 $102,479 $46,269 $ $247,600 $103,968
Ratio of expenses to
average net assets % 1.67% 1.75% 1.83% 1.92% % 2.43% 2.54%+
Ratio of net investment loss
to average net assets % 0.02% 0.01% (0.20)% (0.77)% % (0.74)% (0.80)%+
Portfolio turnover rate % 57.24% 45.38% 63.05% 62.47% % 57.24% 45.38%++
</TABLE>
- ------------------------------
See footnotes on page 39.

<PAGE>

GLOBAL SMALLER COMPANIES FUND
<TABLE>
<CAPTION>
CLASS D
---------------------------------------------
Year ended October 31,
---------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Per Share Data*:
Net asset value, beginning
of period ...................... $ $14.72 $13.63 $11.80 $ 9.94
----- ----- ------ ------ ------
Investment operations:
Net investment loss ............ (0.11) (0.11) (0.12) (0.16)
Net realized and unrealized
gain on investments .......... 1.57 2.34 2.20 1.57
Net realized and unrealized gain
(loss) on foreign currency
transactions ................... (0.40) (0.18) 0.08 0.51
------ ------ ------ ------ ------
Total from investment operations . 1.06 2.05 2.16 1.92
Less Distributions:
Distributions from net realized
capital gains ................ (0.73) (0.96) (0.33) (0.06)
------ ------ ------ ------ ------
Total distributions .............. (0.73) (0.96) (0.33) (0.06)
------ ------- ------ ------ ------
Net asset value, end of period ... $ $15.05 $14.72 $13.63 $11.80
====== ====== ====== ====== ======
Total return ..................... % 7.47% 16.14% 19.11% 19.45%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000s omitted) ................. $ $370,625 $285,477 $85,548 $38,317
Ratio of expenses to
average net assets ............. % 2.43% 2.51% 2.61% 2.70%
Ratio of net investment loss to
average net assets ............. % (0.74)% (0.75)% (0.97)% (1.53)%
Portfolio turnover rate .......... % 57.24% 45.38% 63.05% 62.47%
</TABLE>
- -------------------------------
See footnotes on page 39.

<PAGE>

GLOBAL TECHNOLOGY FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
---------------------------------------- -----------------------------
Year ended 4/22/96**
Year ended October 31, October 31, to
---------------------------------------- ---------------
1998 1997 1996 1995 1994 1998 1997 10/31/96
---- ---- ---- ---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per Share Data*:
Net asset value, beginning
of period $ $11.31 $13.05 $ 8.37 $ 7.14 $ $11.09 $11.47
----- ------ ------ ------ ------ ------ ------ ------
Investment operations:
Net investment loss (0.16) (0.08) (0.10) (0.01) (0.26) (0.08)
Net realized and unrealized
gain (loss) on investments 4.06 (0.92) 4.90 1.08 3.97 (0.39)
Net realized and unrealized
gain (loss) on foreign
currency transactions (0.07) 0.05 (0.05) 0.16 (0.07) 0.09
----- ------ ----- ----- ----- ----- ----- -----
Total from investment operations 3.83 (0.95) 4.75 1.23 3.64 (0.38)
Less distributions:
Dividends (from net
investment income) -- (0.02) -- -- -- --
Distributions from net realized
capital gains -- (0.77) (0.07) -- -- --
----- ------ ----- ----- ----- ----- ----- -----
Total distributions -- (0.79) (0.07) -- -- --
----- ------ ----- ----- ----- ----- ----- -----

NET ASSET VALUE, END OF PERIOD $15.14 $11.31 $13.05 $ 8.37 $ $14.73 $11.09
===== ====== ====== ====== ====== ===== ====== ======
Total return % 33.86% (7.33)% 57.31% 17.23% % 32.82% (3.31)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000s omitted) $ $583,257 $499,858 $447,732 $50,719 $ $53,046 $18,840
Ratio of expenses to
average net assets % 1.67% 1.75% 1.91% 2.00%+ % 2.42% 2.51%+
Ratio of net investment loss
to average net assets % (1.10)% (0.74)% (0.89)% (0.45)%+ % (1.85)% (1.40)%+
Portfolio turnover rate % 94.06% 73.00% 87.42 29.20% % 94.06% 73.00%++
Without expense reimbursement
and/or management fee waiver:***
Net investment loss per share $(0.02)
Ratios:
Expenses to average net assets 2.18%+
Net investment loss to
average net assets (0.63)%+
</TABLE>
- -----------------------
See footnotes on page 39.

<PAGE>

GLOBAL TECHNOLOGY FUND

<TABLE>
<CAPTION>
CLASS D
-----------------------------------------------------
YEAR ENDED OCTOBER 31,
------------------------------------------------------
5/23/94**
1998 1997 1996 1995 to 10/31/94
----- ----- ----- ----- -----------
<S> <C> <C> <C> <C> <C>
PER SHARE DATA*:
Net asset value, beginning
of period ...................... $ $ 11.09 $12.89 $ 8.34 $ 7.14
---- --------- ------ ------ -------
Investment operations:
Net investment loss ............ (0.26) (0.17) (0.18) (0.04)
Net realized and unrealized
gain (loss) on investments ... 3.97 (0.91) 4.85 1.08
Net realized and unrealized gain
(loss) on foreign currency
transactions ................. (0.07) 0.05 (0.05) 0.16
---- --------- ------ ------ --------
Total from investment operations . 3.64 (1.03) 4.62 1.20
Less Distributions:
Distributions from net realized
capital gains ................ -- (0.77) (0.07) --
---- --------- ------ ------ --------
Total distributions .............. -- (0.77) (0.07) --
---- --------- ------ ------ --------
Net asset value, end of period ... $ $ 14.73 $11.09 $ 12.89 $ 8.34
==== ========= ======= ======= ========
Total return ..................... % 32.82% (8.07)% 55.95% 16.81%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000s omitted) ................. $ $ 232,882 $197,412 $161,622 $ 6,499
Ratio of expenses to
average net assets ............. % 2.42% 2.52% 2.66% 2.75%+
Ratio of net investment loss to
average net assets ............. % (1.85)% (1.50)% (1.63)
Portfolio turnover rate .......... % 94.06% 73.00% 87.42% 29.20%
Without expense reimbursement
and/or management fee waiver:***
Net investment loss per share .. $(0.06)
Ratios:
Expenses to average net assets . 3.36%+
Net investment loss to
average net assets ........... (1.83)%+
</TABLE>

* Per share amounts are calculated based on average shares outstanding.
** Commencement of offering of shares.
*** The manager and the subadviser, at their discretion, waived a portion of
their fees and, in some cases, the subadviser reimbursed certain expenses
for their periods presented.
+ Annualized.
++ For the year ended October 31, 1996.

39
<PAGE>

HOW TO CONTACT US
<TABLE>
<CAPTION>
<S> <C> <C>
THE FUND Write: Corporate Communications/Investor
Relations Department
J. & W. Seligman & Co. Incorporated
100 Park Avenue, New York, NY 10017

Phone: Toll-Free (800) 221-7844 in the US or
(212) 850-1864 outside the US

Website: http://www.seligman.com

Your Regular
(Non-Retirement)
Account Write: Shareholder Services Department
Seligman Data Corp.
100 Park Avenue, New York, NY 10017

Phone: Toll-Free (800) 221-2450 in the US or
(212) 682-7600 outside the US

Website: http://www.seligman.com

Your Retirement
Account Write: Retirement Plan Services
Seligman Data Corp.
100 Park Avenue, New York, NY 10017

Phone: Toll-Free (800) 445-1777

</TABLE>

---------------------------------------------------------------------------
24-hour telephone access is available by dialing (800) 622-4597 on a
touchtone telephone. You will have instant access to price, yield, account
balance, most recent transaction, and other information.
---------------------------------------------------------------------------

40
<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

FOR MORE INFORMATION

THE FOLLOWING INFORMATION IS AVAILABLE WITHOUT CHARGE UPON REQUEST: CALL
TOLL-FREE (800) 221-2450 IN THE US OR (212) 682-7600 OUTSIDE THE U.S.

STATEMENT OF ADDITIONAL INFORMATION (SAI) CONTAINS ADDITIONAL INFORMATION
ABOUT THE FUND. IT IS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION
(SEC) AND IS INCORPORATED BY REFERENCE INTO (IS LEGALLY PART OF) THIS
PROSPECTUS.

ANNUAL/SEMI-ANNUAL REPORTS CONTAIN ADDITIONAL INFORMATION ABOUT THE FUND'S
INVESTMENTS. IN THE FUND'S ANNUAL REPORT, YOU WILL FIND A DISCUSSION OF THE
MARKET CONDITIONS AND INVESTMENT STRATEGIES THAT SEIGNIFICANTLY AFFECTED THE
FUND'S PERFORMANCE DURING ITS LAST FISCAL YEAR.

SELIGMAN ADVISORS, INC.
AN AFFILIATE OF

[LOGO]

J. & W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1861
100 PARK AVENUE, NEW YORK, NY 10017

INFORMATION ABOUT THE FUND, INCLUDING THE SAI, CAN BE VIEWED AND COPIED AT
THE SEC'S PUBLIC REFERENCE ROOM IN WASHINGTON, DC. FOR INFORMATION ABOUT THE
OPERATION OF THE PUBLIC REFERENCE ROOM, CALL (800) SEC-0330. THE SAI,
ANNUAL/SEMI-ANNUAL REPORTS AND OTHER INFORMATION ABOUT THE FUND ARE ALSO
AVAILABLE ON THE SEC'S INTERNET SITE: HTTP://WWW.SEC.GOV.

COPIES OF THIS INFORMATION MAY BE OBTAINED, UPON PAYMENT OF A DUPLICATING
FEE, BY WRITING: PUBLIC REFERENCE SECTION OF THE SEC, WASHINGTON, DC
20549-6009.

SEC FILE NUMBER: 811-6485

<PAGE>

SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.

SELIGMAN HENDERSON INTERNATIONAL FUND
SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND

SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND
SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND

SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND

Statement of Additional Information
March 1, 1999

100 Park Avenue
New York, New York 10017
(212) 850-1864
Toll Free Telephone: (800) 221-2450
For Retirement Plan Information - Toll-Free Telephone: (800) 445-1777

This Statement of Additional Information (SAI) expands upon and supplements the
information contained in the current Prospectus of Seligman Henderson Global
Fund Series, Inc., dated March 1, 1999. This SAI, although not in itself a
prospectus, is incorporated by reference into the Prospectus in its entirety. It
should be read in conjunction with the Prospectus, which you may obtain by
writing or calling the Funds at the above address or telephone numbers.

The financial statements and notes included in the Funds' Annual Report, and the
Independent Auditors' Report thereon, are incorporated herein by reference. The
Annual Report will be furnished to you without charge if you request a copy of
this SAI.

TABLE OF CONTENTS

Fund History ............................................................. 2
Description of the Funds and Their Investments and Risks ................. 2
Management of the Funds .................................................. 10
Control Persons and Principal Holders of Securities....................... 15
Investment Advisory and Other Services ................................... 15
Brokerage Allocation and Other Practices ................................. 23
Capital Stock and Other Securities ....................................... 24
Purchase, Redemption, and Pricing of Shares .............................. 24
Taxation of the Funds .................................................... 29
Underwriters.............................................................. 31
Calculation of Performance Data .......................................... 34
Financial Statements...................................................... 39
General Information....................................................... 39
Appendix A ............................................................... 40
Appendix B................................................................ 43
Appendix C................................................................ 45

<PAGE>

FUND HISTORY

Seligman Henderson Global Fund Series, Inc. was incorporated in Maryland on
November 22, 1991 under the name Seligman International Fund Series, Inc. It
changed its name to its present name on May 25, 1993.

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS

CLASSIFICATION

Seligman Henderson Global Fund Series, Inc. is a diversified, open-end
management investment company, or mutual fund. It consists of five separate
series:

Seligman Henderson International Fund (INTERNATIONAL FUND) Seligman Henderson
Emerging Markets Growth Fund (EMERGING MARKETS GROWTH FUND) Seligman Henderson
Global Growth Opportunities Fund (GLOBAL GROWTH OPPORTUNITIES FUND) Seligman
Henderson Global Smaller Companies Fund (GLOBAL SMALLER COMPANIES FUND) Seligman
Henderson Global Technology Fund (GLOBAL TECHNOLOGY FUND)

INVESTMENT STRATEGIES AND RISKS

The following information regarding the Funds' investments and risks supplements
the information contained in the Prospectus.

GENERAL. In allocating each Fund's investments among geographic regions and
individual countries, the investment manager will consider such factors as the
relative economic growth potential of the various economies and securities
markets; expected levels of inflation; financial, social and political
conditions influencing investment opportunities; and the outlook for currency
relationships.

Each Fund may invest in all types of securities, many of which will be
denominated in currencies other than the US dollar. Each Fund will normally
invest its assets in equity securities, including common stock, securities
convertible into or exchangeable for common stock, depositary receipts and
warrants. A Fund may, however, invest up to 25% of its assets in preferred stock
and debt securities. Dividends or interest income are considered only when the
investment manager believes that such income will favorably influence the market
value of a security in light of each Fund's objective of capital appreciation.
Equity securities in which each Fund invests may be listed on a US or foreign
stock exchange or traded in US or foreign over-the-counter markets.

Debt securities in which each Fund may invest are not required to be rated by a
recognized rating agency. As a matter of policy, each Fund, with the exception
of the Emerging Markets Growth Fund, will invest only in "investment grade" debt
securities or, in the case of unrated securities, debt securities that are, in
the opinion of the investment manager, of equivalent quality to "investment
grade" securities. "Investment grade" debt securities are rated within the four
highest rating categories as determined by Moody's Investors Service, Inc.
(Moody's) or Standard & Poor's Rating Service (S&P). Securities rated within the
highest of the four investment grade categories (i.e., Aaa by Moody's and AAA by
S&P) are judged to be of the best quality and carry the smallest degree of risk.
For capital appreciation, the Emerging Markets Growth Fund may invest up to 5%
of its assets in governmental and corporate debt securities that, at the time of
purchase by the Fund, are rated Baa or lower by Moody's and BBB or lower by S&P
or, if unrated, deemed by the investment manager to be of comparable quality.
The Emerging Markets Growth Fund will not invest in debt securities rated lower
than C by Moody's or C by S&P or, if unrated, deemed by the investment manager
to be of comparable quality. Securities rated Baa/BBB or lower lack high quality
investment characteristics and may also have speculative characteristics.
(Appendix A to the Statement of Additional Information contains a description of
these rating categories.) Debt securities are interest-rate sensitive, so their
value tends to decrease when interest rates rise and increase when interest
rates fall.

2
<PAGE>

Each Fund may invest in securities represented by European Depositary Receipts
(EDRs), American Depositary Receipts (ADRs) and Global Depositary Receipts
(GDRs) (collectively, Depositary Receipts). ADRs are receipts generally issued
by a domestic bank or trust company that represent the deposit of a security of
a foreign issuer. ADRs may be publicly traded on exchanges or over-the-counter
in the United States and are quoted and settled in US dollars at a price that
generally reflects the US dollar equivalent of the home country share price.
EDRs and GDRs are receipts similar to ADRs and are typically issued by foreign
banks or trust companies and traded in Europe. Depositary Receipts may be issued
as sponsored or unsponsored programs. In sponsored programs, the issuer has made
arrangements to have its securities traded in the form of a Depositary Receipt.
In unsponsored programs, the issuer may not be directly involved in the creation
of the program. Although regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, the issuers of unsponsored
Depositary Receipts are not obligated to disclose material information in the
United States and, therefore, the import of such information may not be
reflected in the market value of such securities. For purposes of a Fund's
investment policies, an investment in Depositary Receipts will be deemed to be
an investment in the underlying security.

By investing in foreign securities, a Fund will attempt to take advantage of
differences among economic trends and the performance of securities markets in
various countries. To date, the market values of securities of issuers located
in different countries have moved relatively independently of each other. During
certain periods, the return on equity investments in some countries has exceeded
the return on similar investments in the United States. The investment manager
believes that, in comparison with investment companies investing solely in
domestic securities, it may be possible to obtain significant appreciation from
a portfolio of foreign investments and securities from various markets that
offer different investment opportunities and are affected by different economic
trends. International and global diversification reduces the effect events in
any one country will have on a Fund's entire investment portfolio. Of course, a
decline in the value of a Fund's investments in one country may offset potential
gains from investments in another country.

FOREIGN INVESTMENT RISK FACTORS. Investments in securities of foreign issuers
may involve risks that are not associated with domestic investments, and there
can be no assurance that a Fund's foreign investments will present less risk
than a portfolio of domestic securities. Foreign issuers may lack uniform
accounting, auditing and financial reporting standards, practices and
requirements, and there is generally less publicly available information about
foreign issuers than there is about US issuers. Governmental regulation and
supervision of foreign stock exchanges, brokers and listed companies may be less
pervasive than is customary in the United States. Securities of some foreign
issuers are less liquid, and their prices are more volatile, than securities of
comparable domestic issuers. Foreign securities settlements may in some
instances be subject to delays and related administrative uncertainties which
could result in temporary periods when assets of a Fund are uninvested and no
return is earned thereon and may involve a risk of loss to a Fund. Foreign
securities markets may have substantially less volume than US markets and far
fewer traded issues. Fixed brokerage commissions on foreign securities exchanges
are generally higher than in the United States and transaction costs with
respect to smaller capitalization companies may be higher than those of larger
capitalization companies. Income from foreign securities may be reduced by a
withholding tax at the source or other foreign taxes. In some countries, there
may also be the possibility of expropriation or confiscatory taxation (in which
a Fund could lose its entire investment in a certain market); limitations on the
removal of moneys or other assets of a Fund; political or social instability or
revolution; or diplomatic developments that could affect investments in those
countries. In addition, it may be difficult to obtain and enforce a judgment in
a court outside the United States.

Each Fund may invest in sovereign debt. The actions of governments concerning
their respective economies could have an important effect on their ability or
willingness to service their sovereign debt. Such actions could have significant
effects on market conditions and on the prices of securities and instruments
held by a Fund, including the securities and instruments of foreign private
issuers. Factors which may influence the ability or willingness of foreign
sovereigns to service debt include, but are not limited to: the availability of
sufficient foreign exchange on the date of payment is due; the relative size of
its debt service burden to the economy as a whole; its balance of payments
(including export performance) and cash flow situation; its access to
international credits and investments; fluctuations in interest and currency
rates and reserves; and its government's policies towards the International
Monetary Fund, the World Bank and other international

<PAGE>

agencies. If a foreign sovereign defaults on all or a portion of its foreign
debt, a Fund may have limited legal recourse against the issuer and/or
guarantor. In some cases, remedies must be pursued in the courts of the
defaulting party itself, and the ability of the holder of foreign sovereign debt
securities to obtain recourse may be subject to the political climate in the
prevailing country.

FOREIGN CURRENCY RISK FACTORS. Investments in foreign securities will usually be
denominated in foreign currency, and each Fund may be affected, favorably or
unfavorably, by the relative strength of the US dollar, changes in foreign
currency and US dollar exchange rates, and exchange control regulations. A Fund
may incur costs in connection with conversions between various currencies. A
Fund's net asset value per share will be affected by changes in currency
exchange rates. Changes in foreign currency exchange rates may also affect the
value of dividends and interest earned, gains and losses realized on the sale of
securities, and net investment income and gains, if any, to be distributed to
shareholders by a Fund. The rate of exchange between the US dollar and other
currencies is determined by the forces of supply and demand in the foreign
exchange markets (which in turn are affected by interest rates, trade flow, and
numerous other factors, including, in some countries, local governmental
intervention).

EMERGING MARKET INVESTMENT RISK FACTORS. Some of the risks described in the
preceding paragraphs may be more severe for investments in emerging countries.
By comparison with the United States and other developed countries, emerging
countries may have relatively unstable governments, economies based on a less
diversified industrial base and securities markets that trade a smaller number
of securities. Companies in emerging markets may generally be smaller, less
seasoned and more recently organized than many domestic companies. Prices of
securities traded in the securities markets of emerging countries tend to be
volatile. Furthermore, foreign investors are subject to many restrictions in
emerging countries. These restrictions may require, among other things,
governmental approval prior to making investments or repatriating income or
capital; or may impose limits on the amount or type of securities held by
foreigners or on the companies in which the foreigners may invest.

The economies of individual emerging countries may differ favorably or
unfavorably from the US economy in such respects as growth of gross domestic
product, rates of inflation, currency depreciation, capital reinvestment,
resource self-sufficiency, and balance of payment position and may be based on a
substantially less diversified industrial base. Further, the economies of
emerging countries generally are heavily dependent upon international trade and,
accordingly, have been, and may continue to be, adversely affected by trade
barriers, exchange controls, managed adjustments in relative currency values,
and other protectionist measures imposed or negotiated by the countries with
which they trade. These economies also have been, and may continue to be,
adversely affected by economic conditions in the countries with which they
trade. SMALLER COMPANY INVESTMENT RISK FACTORS. The investment manager believes
that smaller companies generally have greater earnings and sales growth
potential than larger companies. However, investments in such companies may
involve greater risks, such as limited product lines, limited markets and
limited financial or managerial resources. Less frequently traded securities may
be subject to more abrupt price movements than securities of larger companies.

TECHNOLOGY INVESTMENT RISK FACTORS. The value of Global Technology Fund shares
may be susceptible to factors affecting technology and technology-related
industries and to greater risk and market fluctuation than an investment in a
fund that invests in a broader range of portfolio securities. As such, the
Global Technology Fund is not an appropriate investment for individuals who
require safety of principal or stable income from their investments. Technology
and technology-related industries may be subject to greater governmental
regulation than many other industries in certain countries, as well as changes
in governmental policies and the need for regulatory approvals may have a
material adverse effect on these industries. Additionally, these companies may
be subject to risks of developing technologies, competitive pressures, and other
factors and are dependent upon consumer and business acceptance as new
technologies evolve. Securities of smaller, less experienced companies also may
involve greater risks, such as limited product lines, limited markets and
limited financial or managerial resources, and trading in such securities may be
subject to more abrupt price movements than trading in the securities of larger
companies.

<PAGE>

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The investment manager will
consider changes in exchange rates in making investment decisions. As one way of
managing exchange rate risk, each Fund may enter into forward currency exchange
contracts. A forward foreign currency exchange contract is an agreement to
purchase or sell a specific currency at a future date and at a price set at the
time the contract is entered into. A Fund will usually enter into these
contracts to fix the US dollar value of a security that it has agreed to buy or
sell for the period between the date the trade was entered into and the date the
security is delivered and paid for. A Fund may also use these contracts to hedge
the US dollar value of securities it already owns. A Fund may be required to
cover certain forward currency contract positions by establishing a segregated
account with its custodian that will contain only liquid assets, such as US
Government securities or other liquid high-grade debt obligations.

A Fund may enter into a forward contract to sell or buy the amount of a foreign
currency it believes may experience a substantial movement against another
currency (including the US dollar). In this case the contract would approximate
the value of some or all of a Fund's portfolio securities denominated in such
foreign currency. If appropriate, a Fund may hedge all or part of its foreign
currency exposure through the use of a basket of currencies or a proxy currency
where such currencies or proxy currency act as an effective proxy for other
currencies. In these circumstances, a Fund may enter into a forward contract
where the amount of the foreign currency to be sold exceeds the value of the
securities denominated in such currency. The use of this basket hedging
technique may be more efficient and economical than entering into separate
forward contracts for each currency held in a Fund. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movement in the value of those
securities between the date the forward contract is entered into and the date it
matures. The projection of short-term currency market movement is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Under certain circumstances, a Fund may commit a substantial
portion or the entire value of its assets to the consummation of these
contracts. The investment manager will consider the effect a substantial
commitment of its assets to forward contracts would have on the investment
program of each Fund and its ability to purchase additional securities.

Except as set forth above and immediately below, a Fund will also not enter into
such forward contracts or maintain a net exposure to such contracts where the
consummation of the contracts would oblige a Fund to deliver an amount of
foreign currency in excess of the value of such Fund's portfolio securities or
other assets denominated in that currency. A Fund, in order to avoid excess
transactions and transaction costs, may nonetheless maintain a net exposure to
forward contracts in excess of the value of its portfolio securities or other
assets denominated in that currency provided the excess amount is "covered" by
cash or liquid, high-grade debt securities, denominated in any currency, having
a value at least equal at all times to the amount of such excess. Under normal
circumstances, consideration of the prospect for currency parities will be
incorporated into the longer-term investment decisions made with regard to
overall diversification strategies. However, the investment manager believes
that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of a Fund will be served.

At the maturity of a forward contract, a Fund may either sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract obligating it to purchase, on
the same maturity date, the same amount of the foreign currency.

As indicated above, it is impossible to forecast with absolute precision the
market value of portfolio securities at the expiration of the forward contract.
Accordingly, it may be necessary for a Fund to purchase additional foreign
currency on the spot market (and bear the expense of such purchase) if the
market value of the security is less than the amount of foreign currency such
Fund is obligated to deliver and if a decision is made to sell the security and
make delivery of the foreign currency. Conversely, it may be necessary to sell
on the spot market some of the foreign currency received upon the sale of the
portfolio security if its market value exceeds the amount of foreign currency a
Fund is obligated to deliver. However, a Fund may use liquid, high-grade debt
securities, denominated in any currency, to cover the amount by which the value
of a forward contract exceeds the value of the securities to which it relates.

<PAGE>

If a Fund retains the portfolio security and engages in an offsetting
transaction, such Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If a Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between a Fund's entering into a forward contract for the sale
of a foreign currency and the date it enters into an offsetting contract for the
purchase of the foreign currency, such Fund will realize a gain to the extent
the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, a Fund will
suffer a loss to the extent the price of the currency it has agreed to purchase
exceeds the price of the currency it has agreed to sell.

The Fund's dealing in forward foreign currency exchange contracts will generally
be limited to the transactions described above. However, each Fund reserves the
right to enter into forward foreign currency contracts for different purposes
and under different circumstances. Of course, a Fund is not required to enter
into forward contracts with regard to its foreign currency-denominated
securities and will not do so unless deemed appropriate by the investment
manager.

Although a Fund will seek to benefit by using forward contracts, anticipated
currency movements may not be accurately predicted and the Fund may therefore
incur a gain or loss on a forward contract. A forward contract may help reduce a
Fund's losses on securities denominated in foreign currency, but it may also
reduce the potential gain on the securities depending on changes in the
currency's value relative to the US dollar or other currencies. Additionally,
this method of hedging against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange at a future date.

Investors should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a profit or
"spread" based on the difference between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign currency
to a Fund at one rate, while offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer.

DERIVATIVES. Each Fund may invest in financial instruments commonly known as
"derivatives" only for hedging or investment purposes. A Fund will not invest in
derivatives for speculative purposes, which means where the derivative
investment exposes the Fund to undue risk of loss, such as where the risk of
loss is greater than the cost of the investment.

A derivative is generally defined as an instrument whose value is derived from,
or based upon, some underlying index, reference rate (e.g., interest rates or
currency exchange rates), security, commodity, or other asset. A Fund will not
invest in a specific type of derivative without prior approval from the Funds'
Board of Directors after consideration of, among other things, how the
derivative instrument serves the Fund's investment objective, and the risks
associated with the investment. The only types of derivatives in which each Fund
is currently permitted to invest are forward foreign currency exchange
contracts, stock purchase rights and warrants, and put options.

RIGHTS AND WARRANTS. Each Fund may invest in common stock rights and warrants
believed by the investment manager to provide capital appreciation
opportunities. Common stock rights and warrants received as part of a unit or
attached to securities purchased (i.e., not separately purchased) are not
included in a Fund's investment restrictions regarding such securities.

A Fund may not invest in rights and warrants if, at the time of acquisition, the
investment in rights and warrants would exceed 5% of the Fund's net assets
(valued at the lower of cost or market). In addition, no more than 2% of net
assets of a Fund may be invested in warrants not listed on the New York or
American Stock Exchanges. For purposes of this restriction, rights and warrants
acquired by the Fund in units or attached to securities may be deemed to have
been purchased without cost.

<PAGE>

PUT OPTIONS. Each Fund may purchase put options on portfolio securities in an
attempt to hedge against a decrease in the market price of an underlying
security held by the Fund. A Fund will not purchase options for speculative
purposes. Purchasing a put option gives a Fund the right to sell, and obligates
the writer to buy, the underlying security at the exercise price at any time
during the option period. This hedge protection is provided during the life of
the put option since the Fund, as holder of the put option, can sell the
underlying security at the put exercise price regardless of any decline in the
underlying security's market price.

When a Fund purchases an option, it is required to pay a premium to the party
writing the option and a commission to the broker selling the option. If the
option is exercised by the Fund, the premium and the commission paid may be
greater than the amount of the brokerage commission that would have been charged
if the security were purchased or sold directly. In order for a put option to be
profitable, the market price of the underlying security must decline
sufficiently below the exercise price to cover the premium and transaction
costs. By using put options in this manner, a Fund will reduce any profit it
might otherwise have realized in the underlying security by the premium paid for
the put option and by transaction costs.

Because a purchased put option gives the purchaser a right and not an
obligation, the purchaser is not required to exercise the option. If the
underlying position incurs a gain, a Fund would let the put option expire
resulting in a reduced profit on the underlying security equal to the cost of
the put option. The cost of the put option is limited to the premium plus
commission paid. A Fund's maximum financial exposure will be limited to these
costs.

A Fund may purchase options listed on public exchanges as well as
over-the-counter. Options listed on an exchange are generally considered very
liquid. OTC options are considered less liquid and therefore, will only be
considered when there is not a comparable listed option. Because options will be
used solely for hedging, and due to their relatively low cost and short
duration, liquidity is not a significant concern.

A Fund's ability to engage in option transactions may be limited by tax
considerations.

ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in
illiquid securities, including restricted securities (i.e., securities not
readily marketable without registration under the Securities Act of 1933 (1933
Act)) and other securities that are not readily marketable. Each Fund does not
currently expect to invest more than 5% of its assets in such securities. A Fund
may purchase restricted securities that can be offered and sold to "qualified
institutional buyers" under Rule 144A of the 1933 Act, and, the investment
manager, acting pursuant to procedures approved by the Funds' Board of
Directors, may determine, when appropriate, that specific Rule 144A securities
are liquid and not subject to the 15% limitation on illiquid securities. Should
this determination be made, the investment manager, acting pursuant to such
procedures, will carefully monitor the security (focusing on such factors, among
others as trading activity and availability of information) to determine that
the Rule 144A security continues to be liquid. It is not possible to predict
with assurance exactly how the market for Rule 144A securities will further
evolve. This investment practice could have the effect of increasing the level
of illiquidity in a Fund, if and to the extent that qualified institutional
buyers become for a time uninterested in purchasing Rule 144A securities.

OTHER INVESTMENT COMPANIES. Certain emerging markets have restrictions that
preclude or limit direct foreign investment in the securities of their
companies. However, indirect foreign investment is permitted in certain emerging
markets through governmentally authorized investment vehicles or companies,
including closed-end investment companies, which may be acquired at prices in
excess of their net asset values. In accordance with the 1940 Act, each Fund may
invest up to 10% of its assets in shares of other investment companies. If a
Fund invests in other investment companies, shareholders would bear not only
their proportionate share of Fund's expenses (including operating expenses and
advisory fees), but also similar expenses of the underlying investment
companies.

SHORT SALES. Each Fund may sell securities short "against-the-box." A short sale
"against-the-box" is a short sale in which a Fund owns an equal amount of the
securities sold short or securities convertible into or

<PAGE>

exchangeable without payment of further consideration for securities of the same
issue as, and equal in amount to, the securities sold short.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements with
commercial banks and broker/dealers as a short-term cash management tool. A
repurchase agreement is an agreement under which a Fund acquires a money market
instrument, generally a US Government obligation, subject to resale at a
mutually agreed-upon price and time. The resale price reflects an agreed upon
interest rate effective for the period of time the Fund holds the instrument and
is unrelated to the interest rate on the instrument. A Fund's repurchase
agreements will at all times be fully collateralized, and the Fund will make
payment for such securities only upon physical delivery or evidence of book
entry transfer to the account of its custodian.

Repurchase agreements could involve certain risks in the event of bankruptcy or
other default by the seller, including possible delays and expenses in
liquidating securities underlying the agreement, a decline in the value of the
underlying securities and a loss of interest. Repurchase agreements are
typically entered into for periods of one week or less.

Repurchase agreements usually are for short periods, such as one week or less,
but may be for longer periods. However, a Fund will not enter into repurchase
agreements of more than one week's duration if more than 10% of its net assets
would be invested in such agreements and other illiquid securities.

BORROWING. Each Fund may from time to time borrow money from banks for
temporary, extraordinary or emergency purposes and may invest the funds in
additional securities. A Fund's borrowing will not exceed 5% of its total assets
(except the Emerging Markets Growth Fund, where such borrowings will not exceed
10% of the Fund's total assets) and will be made at prevailing interest rates.
Each Fund's borrowings are limited so that immediately after such borrowing the
value of the its assets (including borrowings) less its liabilities (not
including borrowings) is at least three times the amount of the borrowings.
Should a Fund, for any reason, have borrowings that do not meet the above test,
such Fund must reduce such borrowings so as to meet the foregoing test within
three business days. Under these circumstances, a Fund may have to liquidate
portfolio securities at a time when it is disadvantageous to do so. Gains made
with additional funds borrowed will generally cause the net asset value of a
Fund's shares to rise faster than could be the case without borrowings.
Conversely, if investment results fail to cover the cost of borrowings, the net
asset value of a Fund could decrease faster than if there had been no
borrowings.

LENDING OF PORTFOLIO SECURITIES. Each Fund may lend portfolio securities to
broker/dealers and other institutions if the investment manager believes such
loans will be beneficial to a Fund. Such loans will not exceed 33 1/3% of a
Fund's total assets taken at market value. The borrower must maintain with the
Fund cash or equivalent collateral equal to at least 100% of the market value of
the securities loaned. During the time portfolio securities are on loan, the
borrower pays the Fund any dividend or interest paid on the securities. The Fund
may invest the cash collateral and earn additional income or receive an agreed
upon amount of interest income from the borrower. Loans made by a Fund will
generally be short-term. Loans are subject to termination at the option of the
Fund or the borrower. The Fund may pay reasonable administrative and custodial
fees in connection with a loan and may pay a negotiated portion of the interest
earned on the cash or equivalent collateral to the borrower or placing broker.
The Fund does not have the right to vote securities on loan, but would terminate
the loan and regain the right to vote if it were considered important with
respect to the investment. The lending of portfolio securities could involve the
risk of delays in receiving additional collateral or in the recovery of
securities and possible loss of rights in collateral in the event that a
borrower fails financially.

Except as otherwise specifically noted above, a Fund's investment strategies are
not fundamental and the Fund, with the approval of the Board of Directors, may
change such strategies without the vote of shareholders.

8
<PAGE>

FUND POLICIES

Each Fund is subject to fundamental policies that place restrictions on certain
types of investments. These policies cannot be changed except by vote of a
majority of the Fund's outstanding voting securities. Under these policies, each
Fund may not:

1. As to 75% of the value of its total assets, invest more than 5% of its
total assets, at market value, in the securities of any one issuer (except
securities issued or guaranteed by the US Government, its agencies or
instrumentalities).

2. Invest more than 25% of its total assets, at market value, in the
securities of issuers principally engaged in the same industry (except
securities issued or guaranteed by the US Government, its agencies or
instrumentalities).

3. Own more than 10% of the outstanding voting securities of any issuer, or
more than 10% of any class of securities of one issuer.

4. Invest more than 5% of the value of its total assets, at market value, in
the securities of issuers which, with their predecessors, have been in
business less than three years; provided, however, that securities
guaranteed by a company that (including predecessors) has been in
operation at least three continuous years shall be excluded from this
limitation.

5. Purchase securities of open-end or closed-end investment companies, except
as permitted by the Investment Company Act of 1940, as amended (1940 Act),
and other applicable law.

6. Invest in warrants if, at the time of acquisition, the investment in
warrants, valued at the lower of cost or market value, would exceed 5% of
a Fund net assets. For purposes of this restriction, warrants acquired by
a Fund in units or attached to securities may be deemed to have been
purchased without cost.

7. Make loans of money or securities other than (a) through the purchase of
securities in accordance with a Fund's investment objective, (b) through
repurchase agreements and (c) by lending portfolio securities in an amount
not to exceed 33 1/3% of its total assets.

8. Issue senior securities or borrow money except from banks and then in
amounts not in excess of 5% (10% for Emerging Markets Growth Fund) of its
total assets. as described above.

9. Buy any securities or other property on margin (except for such short-term
credits as are necessary for the clearance of transactions).

10. Invest in companies for the purpose of exercising control or management.

11. Underwrite securities of other issuers except to the extent that a Fund
may be deemed an underwriter when purchasing or selling portfolio
securities.

12. Purchase or retain securities of any issuer (other than the shares of the
Fund) if to the Fund's knowledge, those officers and directors of the Fund
and the officers and directors of the investment manager or subadviser,
who individually own beneficially more than 1/2 of 1% of the outstanding
securities of such issuer, together own beneficially more than 5% of such
outstanding securities.

13. Purchase or sell real estate (although it may purchase securities secured
by real estate or interests therein, or issued by companies or investment
trusts that invest in real estate or interests therein).

14. Make short sales except short sales against-the-box.

Each Fund also may not change its investment objective without shareholder
approval.

9
<PAGE>

Under the Investment Company Act of 1940 (1940 Act), a "vote of a majority of
the outstanding voting securities" of a Fund means the affirmative vote of the
lesser of (l) more than 50% of the outstanding shares of the Fund; or (2) 67% or
more of the shares present at a shareholders' meeting if more than 50% of the
outstanding shares are represented at the meeting in person or by proxy.

TEMPORARY DEFENSIVE POSITION

When the investment manager believes that market conditions warrant a temporary
defensive position, a Fund may invest up to 100% of its assets in short-term
instruments such as commercial paper, bank certificates of deposit, bankers'
acceptances, or repurchase agreements for such securities and securities of the
US Government and its agencies and instrumentalities, as well as cash and cash
equivalents denominated in foreign currencies. Investments in domestic bank
certificates of deposit and bankers' acceptances will be limited to banks that
have total assets in excess of $500 million and are subject to regulatory
supervision by the US Government or state governments. A Fund's investments in
commercial paper of US issuers will be limited to (1) obligations rated Prime-1
by Moody's or A-1 by S&P or (2) unrated obligations issued by companies having
an outstanding unsecured debt issue currently rated A or better by S&P's. A
description of various commercial paper ratings and debt securities ratings
appears in Appendix A. A Fund's investments in foreign short-term instruments
will be limited to those that, in the opinion of the investment manager, equate
generally to the standards established for US short-term instruments.

PORTFOLIO TURNOVER

A Fund may generally change its portfolio investments at any time in accordance
with the investment manager's appraisal of factors affecting any particular
issuer or the market or economy in general. A Fund's portfolio turnover rate is
calculated by dividing the lesser of purchases or sales of portfolio securities
for the fiscal year by the monthly average of the value of the portfolio
securities owned during the fiscal year. Securities whose maturity or expiration
date at the time of acquisition were one year or less are excluded from the
calculation. The Funds' portfolio turnover rates for the fiscal years ended
October 31, 1998 and 1997 were:

FUND 1998 1997
- ---- ---- ----
International Fund 81.37% 83.11%
Emerging Markets Growth Fund 94.09% 84.09%
Global Growth Opportunities Fund 45.43% 79.32%
Global Smaller Companies Fund 50.81% 57.24%
Global Technology Fund 87.55% 94.06%

MANAGEMENT OF THE FUNDS

BOARD OF DIRECTORS

Directors and officers of the Fund, together with information as to their
principal business occupations during the past five years are shown below. Each
Director who is an "interested person" of the Fund, as defined in

10
<PAGE>

the 1940 Act, is indicated by an asterisk. Unless otherwise indicated, their
addresses are 100 Park Avenue, New York, NY 10017.
<TABLE>
<CAPTION>

Name, Principal
(Age) and Positions(s) Held Occupation(s) During
ADDRESS WITH FUND PAST 5 YEARS
--------- ----------------- --------------------
<S> <C> <C>
William C. Morris* Director, Chairman of the Chairman, J. & W. Seligman & Co. Incorporated,
(60) Board, Chief Executive Chairman and Chief Executive Officer, the Seligman
Officer and Chairman of the Group of investment companies; Chairman, Seligman
Executive Committee Advisors, Inc, Seligman Services, Inc., and Carbo
Ceramics Inc., ceramic proppants for oil and gas
industry; Director, Seligman Data Corp., Kerr-McGee
Corporation, diversified energy company; and Sarah
Lawrence College; and a Member of the Board of
Governors of the Investment Company Institute.
Formerly, Director, Daniel Industries Inc.,
manufacturer of oil and gas metering equipment.

Brian T. Zino* Director, President and Director and President, J. & W. Seligman & Co.
(46) Member of the Executive Incorporated; President (with the exception of
Committee Seligman Quality Municipal Fund, Inc. and Seligman
Select Municipal Fund, Inc.) and Director or Trustee,
the Seligman Group of investment companies; Director,
ICI Mutual Insurance Company; Chairman, Seligman Data
Corp.; Director, Seligman Advisors, Inc., Seligman
Services, Inc., and Seligman Henderson Co.

Richard R. Schmaltz* Director and Member of the Director and Managing Director, Director of
(58) Executive Committee Investments, J. & W. Seligman & Co. Incorporated;
Director or Trustee, the Seligman Group of investment
companies; Director, Seligman Henderson Co., and
Trustee Emeritus of Colby College. Formerly, Director,
Investment Research at Neuberger & Berman from May 1993
to September 1996.

John R. Galvin Director Dean, Fletcher School of Law and Diplomacy at Tufts
(69) University; Director or Trustee, the Seligman Group
Tufts University of investment companies; Chairman, American Council
Packard Avenue, on Germany; a Governor of the Center for Creative
Medford, MA 02155 Leadership; Director; Raytheon Co., electronics;
National Defense University; and the Institute for
Defense Analysis. Formerly, Director, USLIFE
Corporation; Ambassador, U.S. State Department for
negotiations in Bosnia; Distinguished Policy Analyst
at Ohio State University and Olin Distinguished
Professor of National Security Studies at the United
States Military Academy. From June 1987 to June
1992, he was the Supreme Allied Commander, Europe and
the Commander-in-Chief, United States European
Command.
11
<PAGE>

Alice S. Ilchman Director Retired President, Sarah Lawrence College; Director
(63) or Trustee, the Seligman Group of investment
18 Highland Circle companies; Director, the Committee for Economic
Bronxville, NY 10708 Development; and Chairman, The Rockefeller

Foundation, charitable foundation. Formerly, Trustee,
The Markle Foundation, philanthropic organization; and
Director, NYNEX, telephone company; and International
Research and Exchange Board, intellectual exchanges.

Frank A. McPherson Director Retired Chairman and Chief Executive Officer of
(65) Kerr-McGee Corporation; Director or Trustee, the
123 Robert S. Kerr Ave. Seligman Group of investment companies; Director,
Oklahoma City, OK 73102 Kimberly-Clark Corporation, consumer products; Bank
of Oklahoma Holding Company; Baptist Medical Center;
Oklahoma Chapter of the Nature Conservancy; Oklahoma
Medical Research Foundation; and National Boys and
Girls Clubs of America; and Member of the Business
Roundtable and National Petroleum Council. Formerly,
Chairman, Oklahoma City Public Schools Foundation; and
Director, Federal Reserve System's Kansas City Reserve
Bank and the Oklahoma City Chamber of Commerce.

John E. Merow Director Retired Chairman and Senior Partner, Sullivan &
(69) Cromwell, law firm; Director or Trustee, the Seligman
125 Broad Street, Group of investment companies; Director, Commonwealth
New York, NY 10004 Industries, Inc., manufacturers of aluminum sheet
products; the Foreign Policy Association; Municipal Art
Society of New York; the U.S. Council for International
Business; and New York Presbyterian Hospital; Chairman,
American Australian Association; and The New York and
Presbyterian Hospital Care Network, Inc.;
Vice-Chairman, the U.S.-New Zealand Council; and Member
of the American Law Institute and Council on Foreign
Relations.

Betsy S. Michel Director Attorney; Director or Trustee, the Seligman Group of
(56) investment companies; Trustee, the Geraldine R. Dodge
P.O. Box 449 Foundation, charitable foundation; and Chairman of
Gladstone, NJ 07934 the Board of Trustees of St. George's School
(Newport, RI). Formerly, Director, the National
Association of Independent Schools (Washington, DC).

James C. Pitney Director Retired Partner, Pitney, Hardin, Kipp & Szuch, law
(72) firm; Director or Trustee, the Seligman Group of
Park Avenue at Morris County, investment companies. Formerly, Director, Public
P.O. Box 1945, Morristown, NJ Service Enterprise Group, public utility.
07962

12
<PAGE>

James Q. Riordan Director Director or Trustee, the Seligman Group of investment
(71) companies; Director, The Houston Exploration Company;
675 Third Avenue, The Brooklyn Museum, KeySpan Energy Corporation; and
Suite 3004 Public Broadcasting Service; and Trustee, the
New York, NY 10017 Committee for Economic Development. Formerly,
Co-Chairman of the Policy Council of the Tax
Foundation; Director, Tesoro Petroleum Companies,
Inc. and Dow Jones & Co., Inc.; Director and
President, Bekaert Corporation; and Co-Chairman,
Mobil Corporation.

Robert L. Shafer Director Retired Vice President, Pfizer Inc.; Director or
(66) Trustee, the Seligman Group of investment companies.
235 East 42nd Street, Formerly, Director, USLIFE Corporation.
New York, NY 10017

James N. Whitson Director Director and Consultant, Sammons Enterprises, Inc.;
(63) Director or Trustee, the Seligman Group of investment
300 Crescent Court, companies; C-SPAN; and CommScope, Inc. manufacturer
Suite 700 of coaxial cables. Formerly, Executive Vice
Dallas, TX 75202 President, Chief Operating Officer, Sammons
Enterprises, Inc.; and Director, Red Man Pipe and
Supply Company, piping and other materials.

Peter Bassett Vice President and Portfolio Manager, Henderson Investment Management
(43) Portfolio Manager Limited. He has been a portfolio manager at
Henderson plc, investment managers, since December
1992.

Iain C. Clark Vice President and Portfolio Managing Director and Chief Investment Officer,
(48) Manager Seligman Henderson Co., advisers, since April 1992.
He has been a Director and Senior Portfolio Manager,
Henderson plc, investment managers, since April, 1985.

Nitin Mehta Vice President and Portfolio Portfolio Manager, Henderson Investment Management
(38) Manager Limited. He has been a portfolio manager with
Henderson plc, investment managers, since September
1994, and from May 1993 to September 1994 he was Head
of Curreny Management and Derivatives at Quorum Capital
Management.

Arsen Mrakovcic Vice President and Portfolio Managing Director, J. & W. Seligman & Co.
(34) Manager Incorporated; Vice President and Portfolio Manager,
two other open-end investment companies in the
Seligman Group. He was Vice President, Investment
Officer, J. & W. Seligman & Co. Incorporated from
January 1995 to January 1996 and Portfolio Assistant,
J. & W. Seligman & Co. Incorporated from June 1992 to
January 1995.

<PAGE>

</TABLE>
<TABLE>
<S> <C> <C> <C>
Paul H. Wick Vice President and Portfolio Director and Managing Director, J. & W. Seligman &
(36) Manager Co. Incorporated, since January 1995 and November
1997, respectively; Vice President and Portfolio
Manager, two other open-end investment companies with
the Seligman Group of Investment Companies; Portfolio
Manager, Seligman Henderson Co. He joined J. & W.
Seligman & Co. Incorporated in 1987 as an Associate,
Investment Research.

Lawrence P. Vogel Vice President Senior Vice President, Finance, J. & W. Seligman &
(42) Co. Incorporated, Seligman Advisors, Inc., and
Seligman Data Corp.; Vice President, the Seligman Group
of investment companies; and Seligman Services, Inc.,
and Treasurer, Seligman Henderson Co.

Frank J. Nasta Secretary Senior Vice President, Law and Regulation and
(34) Corporate Secretary, J. & W. Seligman & Co.
Incorporated; Secretary, the Seligman Group of
investment companies, Seligman Advisors, Inc., Seligman
Henderson Co., Seligman Services, Inc., and Seligman
Data Corp.

Thomas G. Rose Treasurer Treasurer, the Seligman Group of investment companies
(41) and Seligman Data Corp.

</TABLE>

The Executive Committee of the Board acts on behalf of the Board between
meetings to determine the value of securities and assets owned by the Funds for
which no market valuation is available, and to elect or appoint officers of the
Funds to serve until the next meeting of the Board.

Directors and officers of the Funds are also directors and officers of some or
all of the other investment companies in the Seligman Group.

COMPENSATION

<TABLE>
<CAPTION>
Pension or Total Compensation
Aggregate Retirement Benefits From Funds and
Name and Compensation Accrued as Part of Fund Complex Paid
POSITION WITH FUND FROM FUNDS (1) FUND EXPENSES TO DIRECTORS (1)(2)
------------------ -------------- ------------- -------------------
<S> <C> <C> <C>
William C. Morris, Director and Chairman N/A N/A N/A
Brian T. Zino, Director and President N/A N/A N/A
Richard R. Schmaltz, Director N/A N/A N/A
John R. Galvin, Director $6,265.18 N/A $77,000
Alice S. Ilchman, Director 5,905.83 N/A 70,000
Frank A. McPherson, Director 6,158.78 N/A 75,000
John E. Merow, Director 6,109.93 N/A 74,000
Betsy S. Michel, Director 6,265.18 N/A 77,000
James C. Pitney, Director 6,007.88 N/A 72,000
James Q. Riordan, Director 6,007.88 N/A 72,000
Robert L. Shafer, Director 6,007.88 N/A 72,000
James N. Whitson, Director 6,265.18 (d) N/A 77,000(d)
- --------------
(1) For the Fund's fiscal year ended October 31, 1998. Effective January 16,
1998, the per meeting fee for Directors was increased by $1,000, which is
allocated among all Funds in the Fund Complex.

(2) The Seligman Group of investment companies consists of eighteen investment
companies.

(d) Deferred.

14
<PAGE>

The Funds have a compensation arrangement under which outside directors may
elect to defer receiving their fees. Under this arrangement, interest will be
accrued on the deferred balances. The annual cost of such fees and interest is
included in the directors' fees and expenses, and the accumulated balance
thereof is included in other liabilities in the Funds' financial statements. The
total amount of deferred compensation (including interest) payable in respect of
the Funds to Mr. Whitson as of October 31, 1998 was $ . Messrs. Merow and Pitney
no longer defer current compensation; however, they have accrued deferred
compensation in the amounts of $ and $ , respectively, as of October 31, 1998.

Seligman Henderson Global Fund Series, Inc. has applied for and received
exemptive relief that would permit a director who has elected deferral of his or
her fees to choose a rate of return equal to either (1) the interest rate on
short-term Treasury bills, or (2) the rate of return on the shares of any of the
investment companies advised by J. & W. Seligman & Co. Incorporated, as
designated by the director. The Funds may, but are not obligated to, purchase
shares of such investment companies to hedge their obligations in connection
with this deferral arrangement.

SALES CHARGES

Class A shares of each Fund may be issued without a sales charge to present and
retired directors, trustees, officers, employees (and their family members) of
the Funds, the other investment companies in the Seligman Group, and J. & W.
Seligman & Co. Incorporated and its affiliates. Family members are defined to
include lineal descendants and lineal ancestors, siblings (and their spouses and
children) and any company or organization controlled by any of the foregoing.
Such sales may also be made to employee benefit plans and thrift plans for such
persons and to any investment advisory, custodial, trust or other fiduciary
account managed or advised by J. & W. Seligman & Co. Incorporated or any
affiliate. The sales may be made for investment purposes only, and shares may be
resold only to a Fund.

Class A shares may be sold at net asset value to these persons since such sales
require less sales effort and lower sales related expenses as compared with
sales to the general public.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

CONTROL PERSONS

As of November 30, 1998, there was no person or persons who controlled the Fund,
either through a significant ownership of shares or any other means of control.

PRINCIPAL HOLDERS

As of November 30, 1998, MLPF&S for the Sole Benefit of Its Customers, Attn Fund
Administration, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32246
owned of record more than 5% of the outstanding shares of a class of the
following Funds:

</TABLE>
<TABLE>

PERCENTAGE OF TOTAL
OUTSTANDING SHARES OF
FUND CLASS THE CLASS OF THE FUND
---- ----- ---------------------
<S> <C> <C>
International Fund A 13.96%
D 32.41

Emerging Markets Growth Fund A 14.03%
B 38.37
D 32.56

Global Growth Opportunities Growth Fund A 37.05%

<PAGE>

B 41.83
D 47.81

Global Smaller Companies Fund A 21.57%
B 34.96
D 45.75

Global Technology Fund A 19.02%
D 29.57
</TABLE>

MANAGEMENT OWNERSHIP

As of November 30, 1998, Directors and officers of the Funds as a group owned
3.02% of the Class A shares of the International Fund; 1.51% of the Class A
shares of the Emerging Markets Growth Fund; 1.13% of the Class A shares of the
Global Growth Opportunities Fund; and less than 1% of the Class A shares of each
of the Global Smaller Companies Fund and the Global Technology Fund. As of the
same date, no Directors or officers of the Funds owned any Class B or Class D
capital stock of any Fund.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER

J. & W. Seligman & Co. Incorporated (Seligman) manages the Fund. Seligman is a
successor firm to an investment banking business founded in 1864 which has
thereafter provided investment services to individuals, families, institutions,
and corporations. On December 29, 1988, a majority of the outstanding voting
securities of Seligman was purchased by Mr. William C. Morris and a simultaneous
recapitalization of Seligman occurred. See Appendix B for further history of
Seligman.

All of the officers of the Fund listed above are officers or employees of
Seligman. Their affiliations with the Fund and with Seligman are provided under
their principal business occupations.

Each Fund pays Seligman a management fee for its services, calculated daily and
payable monthly. The management fee is equal to 1.00% per annum of the Fund's
average daily net assets for each of the International Fund, the Global Growth
Opportunities Fund, the Global Smaller Companies Fund and the Global Technology
Fund. The management fee is equal to 1.25% per annum of the Fund's average daily
net assets for the Emerging Markets Growth Fund. The following chart indicates
the management fees paid by each Fund as well as the percentage such fees
represents of each Fund's average daily net assets for the fiscal years ended
October 31, 1998, 1997, and 1996.

FISCAL PERCENTAGE OF
YEAR/PERIOD MANAGEMENT AVERAGE DAILY
FUND ENDED FEE PAID ($) NET ASSETS (%)
---- ----------- ------------ --------------
<S> <C> <C> <C>
International Fund 10/31/98 $954,634 1.00%

10/31/97 993,229 1.00
10/31/96 963,308 1.00

Emerging Markets Growth Fund 10/31/98 $1,034,015 1.25%
10/31/97 1,110,307 1.25
10/31/96* 66,785** .45**

Global Growth Opportunities Fund 10/31/98 $1,982,193 1.00%
10/31/97 1,903,374 1.00
10/31/96 1,318,826 1.00

<PAGE>

Global Smaller Companies Fund 10/31/98 $9,995,944 1.00%
10/31/97 9,494,033 1.00
10/31/96 4,279,964 1.00

Global Technology Fund 10/31/98 $8,247,297 1.00%
10/31/97 8,488,410 1.00
10/31/96 7,054,213 1.00
</TABLE>
---------------------------------
* For the period 5/28/96 (commencement of operations) to 10/31/96.

** During the period, Seligman and/or the prior subadviser, at its
discretion, elected to waive a portion of its fees.

Under a Subadvisory Agreement, dated July 1, 1998, Henderson Investment
Management Limited (HIML) furnishes investment advice, research and assistance
with respect to each Fund's non-US investments.

HIML, headquartered in the United Kingdom, was incorporated in 1984 and is a
registered investment adviser under the Investment Advisers Act of 1940. HIML is
a wholly owned subsidiary of Henderson plc. Henderson plc is a subsidiary of AMP
Limited, an Australian life insurance and financial services company. Henderson
plc, headquartered in London, is one of the largest money managers in Europe.
See Appendix B for further history of Henderson plc.

HIML receives a fee from Seligman, in respect of each Fund, based on the
"applicable percentage" of the average monthly assets of such Fund under its
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. The Subadvisory Agreement provides that it will
continue until December 31, 1999 and, thereafter, is subject to the annual
approval of the Funds' Board of Directors.

The Funds pays all of their expenses other than those assumed by Seligman, or
HIML, including brokerage commissions, administration, shareholder services and
distribution fees, fees and expenses of independent attorneys and auditors,
taxes and governmental fees, including fees and expenses of qualifying the Funds
and their shares under federal and state securities laws, cost of stock
certificates and expenses of repurchase or redemption of shares, expenses of
printing and distributing reports, notices and proxy materials to shareholders,
expenses of printing and filing reports and other documents with governmental
agencies, expenses of shareholders' meetings, expenses of corporate data
processing and related services, shareholder record keeping and shareholder
account services, fees and disbursements of transfer agents and custodians,
expenses of disbursing dividends and distributions, fees and expenses of
directors of the Funds not employed by or serving as a director of Seligman or
its affiliates, insurance premiums and extraordinary expenses such as litigation
expenses. These expenses are allocated between each Fund and between the classes
of each Fund in a manner determined by the Board of Directors to be fair and
equitable.

The Management Agreement provides that Seligman will not be liable to the Funds
for any error of judgment or mistake of law, or for any loss arising out of any
investment, or for any act or omission in performing its duties under the
Agreement, except for willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties under the Agreements.

The Management Agreement was initially approved by the Board of Directors of the
Funds at a meeting held on March 19, 1992 and by the shareholders on May 20,
1993. The Management Agreement will continue in effect until December 31 of each
year if (1) such continuance is approved in the manner required by the 1940 Act
(i.e., by a vote of a majority of the Board of Directors or of the outstanding
voting securities of each Fund and by a vote of a majority of the Directors who
are not parties to the Management Agreement or interested persons of any such
party) and (2) Seligman has not notified the Funds at least 60 days prior to
December 31 of any year that it does not desire such continuance. The Management
Agreement may be terminated by a

17
<PAGE>

Fund, without penalty, on 60 days' written notice to Seligman and will terminate
automatically in the event of its assignment. Seligman Henderson Global Fund
Series, Inc. has agreed to change its name upon termination of the Management
Agreement if continued use of the name would cause confusion in the context of
Seligman's business.

Officers, directors and employees of Seligman are permitted to engage in
personal securities transactions, subject to Seligman's Code of Ethics. The Code
of Ethics proscribes certain practices with regard to personal securities
transactions and personal dealings, provides a framework for the reporting and
monitoring of personal securities transactions by Seligman's Compliance Officer,
and sets forth a procedure of identifying, for disciplinary action, those
individuals who violate the Code of Ethics. The Code of Ethics prohibits each of
the officers, directors and employees (including all portfolio managers) of
Seligman from purchasing or selling any security that the officer, director, or
employee knows or believes (1) was recommended by Seligman for purchase or sale
by any client, including the Fund, within the preceding two weeks, (2) has been
reviewed by Seligman for possible purchase or sale within the preceding two
weeks, (3) is being purchased or sold by any client, (4) is being considered by
a research analyst, (5) is being acquired in a private placement, unless prior
approval has been obtained from Seligman's Compliance Officer, or (6) is being
acquired during an initial or secondary public offering. The Code of Ethics also
imposes a strict standard of confidentiality and requires portfolio managers to
disclose any interest they may have in the securities or issuers that they
recommend for purchase by any client.

The Code of Ethics also prohibits (1) each portfolio manager or member of an
investment team from purchasing or selling any security within seven calendar
days of the purchase or sale of the security by a client's account (including
investment company accounts) for which the portfolio manager or investment team
manages; and (2) each employee from engaging in short-term trading (a purchase
and sale or vice-versa within 60 days). Any profit realized pursuant to either
of these prohibitions must be disgorged.

Officers, directors, and employees are required, except under very limited
circumstances, to engage in personal securities transactions through Seligman's
order desk. The order desk maintains a list of securities that may not be
purchased due to a possible conflict with clients. All officers, directors and
employees are also required to disclose all securities beneficially owned by
them on December 31 of each year.

PRINCIPAL UNDERWRITER

Seligman Advisors, Inc., (Seligman Advisors) an affiliate of Seligman, 100 Park
Avenue, New York, New York 10017, acts as general distributor of the shares of
each Fund and of the other mutual funds in the Seligman Group. Seligman Advisors
is an "affiliated person" (as defined in the 1940 Act) of Seligman, which is
itself an affiliated person of the Funds. Those individuals identified above
under "MANAGEMENT INFORMATION" as directors or officers of both the Funds and
Seligman Advisors are affiliated persons of both entities.

SERVICES PROVIDED BY THE INVESTMENT ADVISER

Under the Management Agreement, dated March 19, 1992, subject to the control of
the Board of Directors, Seligman manages the investment of the assets of each
Fund, including making purchases and sales of portfolio securities consistent
with each Fund's investment objectives and policies, and administers its
business and other affairs. Seligman provides the Fund with such office space,
administrative and other services and executive and other personnel as are
necessary for Fund operations. Seligman pays all of the compensation of
directors of the Fund who are employees or consultants of Seligman and of the
officers and employees of the Fund. Seligman also provides senior management for
Seligman Data Corp., the Fund's shareholder service agent.

SERVICE AGREEMENTS

There are no other management-related service contracts under which services are
provided to the Fund.

18
<PAGE>

OTHER INVESTMENT ADVICE

No person or persons, other than directors, officers, or employees of Seligman
or HIML, regularly advise the Fund with respect to its investments.

DEALER REALLOWANCES

Dealers and financial advisors receive a percentage of the initial sales charge
on sales of Class A shares of the Fund, as set forth below:

<TABLE>
<CAPTION>
Regular Dealer
Sales Charge Sales Charge Reallowance
as a % of as a % of Net As a % of
AMOUNT OF PURCHASE OFFERING PRICE(1) AMOUNT INVESTED OFFERING PRICE
- ------------------ -------------- --------------- --------------
<S> <C> <C> <C>
Less than $ 50,000 4.75% 4.99% 4.25%
$50,000 - $ 99,999 4.00 4.17 3.50
$100,000 - $249,999 3.50 3.63 3.00
$250,000 - $499,999 2.50 2.56 2.25
$500,000 - $999,999 2.00 2.04 1.75
$1,000,000 and over(2) 0 0 0
</TABLE>

(1) "Offering Price" is the amount that you actually pay for Fund shares; it
includes the initial sales charge.

(2) You will not pay a sales charge on purchases of $1 million or more, but you
will be subject to a 1% CDSC if you sell your shares within 18 months.

Seligman Services, Inc. (Seligman Services), an affiliate of Seligman, is a
limited purpose broker/dealer. Seligman Services is eligible to receive
commissions from certain sales of Fund shares. For fiscal years ended October
31, 1998, 1997, and 1996, SSI received commissions in the following amounts:

<TABLE>
<CAPTION>
FUND 1998 1997 1996
- ---- ---- ---- ----
<S> <C> <C> <C>
International Fund $ 8,971 $ 1,009 $ 3,204
Emerging Markets Growth Fund 647 7,957 2,722*
Global Growth Opportunities Fund 10,047 1,921 9,362
Global Smaller Companies Fund 45,438 35,359 137,567
Global Technology Fund 90,491 38,720 190,014
</TABLE>

* For the period 5/28/96 (commencement of operations) to 10/31/96.

RULE 12B-1 PLANS

Each Fund has adopted an Administration, Shareholder Services and Distribution
Plan (12b-1 Plan) in accordance with Section 12(b) of the 1940 Act and Rule
12b-1 thereunder.

Under its 12b-1 Plan, each Fund may pay to Seligman Advisors an administration,
shareholder services and distribution fee in respect of the Fund's Class A,
Class B, and Class D shares. Payments under the 12b-1 Plan may include, but are
not limited to: (1) compensation to securities dealers and other organizations
(Service Organizations) for providing distribution assistance with respect to
assets invested in the Fund; (2) compensation to Service Organizations for
providing administration, accounting and other shareholder services with respect
to Fund shareholders; and (3) otherwise promoting the sale of shares of the
Fund, including paying for the preparation of advertising and sales literature
and the printing and distribution of such promotional materials and prospectuses
to prospective investors and defraying Seligman Advisors' costs incurred in
connection with its marketing efforts with respect to shares of the Fund.
Seligman, in its sole discretion, may also make similar payments to Seligman
Advisors from its own resources, which may include the management fee that
Seligman receives from the Fund.

Fees paid by each Fund under its 12b-1 Plan with respect to any class of shares
may not be used to pay expenses incurred solely in respect of any other class or
any other Seligman fund. Expenses attributable to

<PAGE>

more than one class of a Fund
will be allocated between the classes in accordance with a methodology approved
by the Funds' Board of Directors. Each Fund may participate in joint
distribution activities with other Seligman funds, and the expenses of such
activities will be allocated among such funds in accordance with a methodology
approved by the Board.

CLASS A

Under its 12b-1 Plan, each Fund, with respect to Class A shares, pays quarterly
to Seligman Advisors a 12b-1 service fee at an annual rate of up to .25% of the
average daily net asset value of the Class A shares. These fees are used by
Seligman Advisors to make payments to Service Organizations which have entered
into service agreements with Seligman Advisors. Such Service Organizations
receive from Seligman Advisors a continuing service fee of up to .25% on an
annual basis, payable quarterly, of the average daily net assets of Class A
shares attributable to the particular Service Organization for providing
personal service and/or maintenance of shareholder accounts. The fee payable to
Service Organizations from time to time shall, within such limits, be determined
by the Directors. The Funds are not obligated to pay Seligman Advisors for any
such costs it incurs in excess of the fee described above. No expenses incurred
in one fiscal year by Seligman Advisors with respect to Class A shares of a Fund
may be paid from Class A 12b-1 fees received from that Fund in any other fiscal
year. If a Fund's 12b-1 Plan is terminated in respect of Class A shares, no
amounts (other than amounts accrued but not yet paid) would be owed by that Fund
to Seligman Advisors with respect to Class A shares. The total amount paid by
each Fund to Seligman Advisors in respect of Class A shares for the fiscal year
ended October 31, 1998 was as follows:

TOTAL % OF AVERAGE
FUND FEES PAID NET ASSETS
---- --------- ----------
International Fund $ 97,702 .21%
Emerging Markets Growth Fund 80,916 .23
Global Growth Opportunities Fund 261,123 .24
Global Smaller Companies Fund 982,147 .24
Global Technology Fund 1,334,768 .24

CLASS B

Under its 12b-1 Plan, each Fund, with respect to Class B shares, pays monthly a
12b-1 fee at an annual rate of 1% of the average daily net asset value of the
Class B shares. The fee is comprised of (1) a distribution fee equal to .75% per
annum, which is paid directly to a third party, FEP Capital, L.P., to compensate
if for having funded, at the time of sale of Fund shares (i) a 4% commission
payment to Service Organizations in connection with the sale of the Class B
shares and (ii) a payment of up to .25% of sales to Seligman Advisors to help
defray its costs of distributing Class B shares; and (2) a service fee equal to
.25% per annum which is paid to Seligman Advisors. The service fee is used by
Seligman Advisors to make payments to Service Organizations which have entered
into service agreements with Seligman Advisors. Such Service Organizations
receive from Seligman Advisors a continuing service fee of up to .25% on an
annual basis, payable quarterly, of the average daily net assets of Class B
shares attributable to the particular Service Organization for providing
personal service and/or maintenance of shareholder accounts.

The total amount paid by each Fund in respect of Class B shares for the fiscal
year ended October 31, 1998, was as follows:

TOTAL
FUND FEES PAID
---- ---------
International Fund $ 84,989
Emerging Markets Growth Fund 242,231
Global Growth Opportunities Fund 214,020
Global Smaller Companies Fund 2,534,097
Global Technology Fund 599,016

20
<PAGE>
The amounts expended by Seligman Advisors or FEP Capital, L.P. in any one year
upon the initial purchase of Class B shares of a Fund may exceed the 12b-1 fees
paid by that Fund in that year. Each Fund's 12b-1 Plan permits expenses incurred
by Seligman Advisors in respect of Class B shares in one fiscal year to be paid
from Class B 12b-1 fees received from the Fund in any other fiscal year;
however, the Funds are not obligated to pay any 12b-1 fees in excess of the fees
described above. If a Fund's 12b-1 Plan is terminated in respect of Class B
shares, no amounts (other than amounts accrued but not yet paid) would be owed
by that Fund to Seligman Advisors or FEP Capital, L.P. with respect to Class B
shares.

CLASS D

Under its 12b-21 Plan, each Fund, with respect to Class D shares, pays monthly
to Seligman Advisors a 12b-1 fee at an annual rate of up to 1% of the average
daily net asset value of Class D shares. This fee is used by Seligman Advisors,
as follows: During the first year following the sale of Class D shares, a
distribution fee of .75% of the average daily net assets attributable to Class D
share is used, along with any CDSC proceeds, to (1) reimburse Seligman Advisors
for its payment at the time of sale of Class D shares of a .75% sales commission
to Service Organizations, and (2) pay for other distribution expenses, including
paying for the preparation of advertising and sales literature and the printing
and distribution of such promotional materials and prospectuses to prospective
investors and other marketing costs of Seligman Advisors. In addition, during
the first year following the sale of Class D shares, a service fee of up to .25%
of the average daily net assets attributable to such Class D shares is used to
reimburse Seligman Advisors for its prepayment to Service Organizations at the
time of sale of Class D shares of a service fee of up to .25% of the net asset
value of the Class D share sold (for shareholder services to be provided to
Class D shareholders over the course of the one year immediately following the
sale). The payment to Seligman Advisors is limited to amounts Seligman Advisors
actually paid to Service Organizations at the time of sale as service fees.
After the initial one-year period following a sale of Class D shares, the entire
12b-1 fee attributable to such Class D shares is paid to Service Organizations
for providing continuing shareholder services and distribution assistance in
respect of assets invested in each Fund. The total amount paid by each Fund in
respect of Class D shares for the fiscal year ended October 31, 1998 was equal
to 1% per annum of the average daily net assets of Class D shares, as follows:

TOTAL
FUND FEES PAID
---- ------------
International Fund $ 408,081
Emerging Markets Growth Fund 230,636
Global Growth Opportunities Fund 675,874
Global Smaller Companies Fund 3,401,501
Global Technology Fund 2,183,150

The amounts expended by Seligman Advisors in any one year with respect to Class
D shares of a Fund may exceed 12b-1 fees paid by the Fund in that year. Each
Fund's 12b-1 Plan permits expenses incurred by Seligman Advisors in respect of
Class D shares in one fiscal year to be paid from Class D 12b-1 fees received
from the Fund in any other fiscal year; however, the Funds are not obligated to
pay any 12b-1 fees in excess of the fees described above.

As of September 30, 1998 ( the most recent calendar quarter for which such
information was reported), Seligman Advisors has incurred the following amounts
of unreimbursed expenses in respect of each Fund's Class D shares:

AMOUNT OF UNREIMBURSED
EXPENSES INCURRED WITH % OF THE NET ASSETS OF
RESPECT TO CLASS D CLASS D AT
FUND SHARES OCTOBER 31, 1998
---- ------ ----------------
International Fund $41,767 . 11%
Emerging Markets Growth Fund 16,429 .12
Global Growth Opportunities Fund 0 0
Global Smaller Companies Fund 714,746 .26
Global Technology Fund 21,862 .01

21
<PAGE>

If a Fund's 12b-1 Plan is terminated in respect of Class D shares, no amounts
(other than amounts accrued but not yet paid) would be owed by that Fund to
Seligman Advisors with respect to Class D shares.

The 12b-1 Plan with respect to the International Fund was originally approved on
July 15, 1993 by the Board of Directors, including a majority of the Directors
who are not "interested persons" (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Fund (Qualified
Directors) and by the shareholders of such Fund on September 21, 1993. The 12b-1
Plan with respect to the Emerging Markets Growth Fund was originally approved on
March 21, 1996 by the Board of Directors, including a majority of the Qualified
Directors, and by the sole shareholder of each Class of shares of the Fund on
May 10, 1996. The 12b-1 Plan with respect to the Global Growth Opportunities
Fund was originally approved on September 21, 1995 by the Board of Directors,
including a majority of the Qualified Directors, and by the sole shareholder of
such Fund on October 30, 1995. The 12b-1 Plan with respect to the Global Smaller
Companies Fund was originally approved on July 16, 1992 by the Board of
Directors, including a majority of the Qualified Directors. Amendments to the
12b-1 Plan in respect of Class D shares of the Global Smaller Companies Fund
were approved by the Board of Directors of the Fund, including a majority of the
Qualified Directors, on March 18, 1993 and the amended 12b-1 Plan was approved
by the shareholders of the Global Smaller Companies Fund on May 20, 1993. The
12b-1 Plan with respect to the Global Technology Fund was originally approved on
March 17, 1994 by the Board of Directors, including a majority of the Qualified
Directors, and by the sole shareholder of such Fund on that date. The 12b-1
Plans were approved in respect of the Class B shares of each Fund other than the
Emerging Markets Growth Fund on March 21, 1996 by the Board of Directors,
including a majority of the Qualified Directors, and by the sole shareholder of
each such Fund's Class B shares on that date, and became effective in respect of
such Class B shares on April 22, 1996.

The 12b-1 Plans will continue in effect through December 31 of each year so long
as such continuance is approved annually by a majority vote of both the
Directors and the Qualified Directors, cast in person at a meeting called for
the purpose of voting on such approval. No material amendment to the 12b-1 Plans
may be made except by a majority of both the Directors and Qualified Directors.
The 12b-1 Plans may not be amended to increase materially the amounts payable to
Service Organizations with respect to a Class without the approval of a majority
of the outstanding voting securities of such Class. If the amount payable in
respect of Class A shares under a Fund's 12b-1 Plan is proposed to be increased
materially, the Fund will either (i) permit holders of Class B shares to vote as
a separate class on the proposed increase or (ii) establish a new class of
shares subject to the same payment under the 12b-1 Plan as existing Class A
shares, in which case Class B shares will thereafter convert into the new class
instead of into Class A shares.

The 12b-1 Plans require that the Treasurer of the Funds shall provide to the
Directors and the Directors shall review, at least quarterly, a written report
of the amounts expended (and purposes therefor) under the 12b-1 Plans. Rule
12b-1 also requires that the selection and nomination of Directors who are not
"interested persons" of the Funds be made by such disinterested Directors. The
12b-1 Plans are reviewed by the Directors annually.

Seligman Services acts as a broker/dealer of record for shareholder accounts
that do not have a designated financial advisor. As such, it receives
compensation from each Fund pursuant to its 12b-1 Plan for providing personal
services and account maintenance to such accounts and other distribution
services. For the fiscal years ended October 31, 1998, 1997, and 1996, SSI
received distribution and service fees from each Fund pursuant to its 12b-1
Plan, as follows:

FUND 1998 1997 1996
---- ---- ---- ----
International Fund $20,727 $18,533 $15,809
Emerging Markets Growth Fund 6,219 5,900 568*
Global Growth Opportunities Fund 2,295 6,876 3,281
Global Smaller Companies Fund 11,939 45,222 25,474
Global Technology Fund 26,484 86,328 36,015

* For the period 5/28/96(commencement of operations) to 10/31/96.

22
<PAGE>

BROKERAGE ALLOCATION AND OTHER PRACTICES

BROKERAGE TRANSACTIONS

Seligman and HIML will seek the most favorable price and execution in the
purchase and sale of portfolio securities of each Fund. When two or more of the
investment companies in the Seligman Group or other investment advisory clients
of Seligman or Henderson desire to buy or sell the same security at the same
time, the securities purchased or sold are allocated by Seligman or Henderson in
a manner believed to be equitable to each. There may be possible advantages or
disadvantages of such transactions with respect to price or the size of
positions readily obtainable or saleable.

In over-the-counter markets, the Funds deal with responsible primary market
makers unless a more favorable execution or price is believed to be obtainable.
Each Fund may buy securities from or sell securities to dealers acting as
principal, except dealers with which its directors and/or officers are
affiliated.

For the fiscal years ended October 31, 1998, 1997, and 1996, the Funds paid
total brokerage commissions to others for execution, research and statistical
services in the following amounts:

TOTAL BROKERAGE COMMISSIONS PAID
---------------------------------
FUND 1998 1997 1996
- ---- ---- ---- ----
International Fund $ 344,771 $ 409,545 $ 337,391
Emerging Markets Growth Fund 392,683 419,950 151,798*
Global Growth Opportunities Fund 378,349 585,985 635,930
Global Smaller Companies Fund 1,801,953 1,910,979 1,558,525
Global Technology Fund 1,234,913 936,431 1,072,773

*For the period 5/28/96 (commencement of operations) to 10/31/96.

COMMISSIONS

For the fiscal years ended October 31, 1998, 1997, and 1996, the Fund did not
execute any portfolio transactions with, and therefore did not pay any
commissions to, any broker affiliated with either the Fund, Seligman, HIML, or
Seligman Advisors.

BROKERAGE SELECTION

Consistent with seeking the most favorable price and execution when buying or
selling portfolio securities, Seligman may give consideration to the research,
statistical, and other services furnished by brokers or dealers to Seligman for
its use, as well as the general attitude toward and support of investment
companies demonstrated by such brokers or dealers. Such services include
supplemental investment research, analysis, and reports concerning issuers,
industries, and securities deemed by Seligman to be beneficial to the Funds. In
addition, Seligman is authorized to place orders with brokers who provide
supplemental investment and market research and security and economic analysis
although the use of such brokers may result in a higher brokerage charge to the
Fund than the use of brokers selected solely on the basis of seeking the most
favorable price and execution and although such research and analysis may be
useful to Seligman in connection with its services to clients other than the
Funds.

DIRECTED BROKERAGE

During the Funds' fiscal year ended October 31, 1998, neither the Funds,
Seligman, or HIML directed any of the Funds' brokerage transactions to a broker
because of research services provided.

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<PAGE>

REGULAR BROKER-DEALERS

During the Funds' fiscal year ended October 31, 1998, none of the Funds acquired
securities of any of its regular brokers or dealers (as defined in Rule 10b-1
under the 1940 Act).

CAPITAL STOCK AND OTHER SECURITIES

CAPITAL STOCK

Seligman Henderson Global Fund Series, Inc. is authorized to issue 2,000,000,000
shares of capital stock, each with a par value of $.001 each, divided into five
different series (which represent each of the Funds). Each Fund has three
classes, designated Class A, Class B, and Class D shares. Each share of a Fund's
Class A, Class B, and Class D capital stock is equal as to earnings, assets, and
voting privileges, except that each class bears its own separate distribution
and, potentially, certain other class expenses and has exclusive voting rights
with respect to any matter to which a separate vote of any class is required by
the 1940 Act or Maryland law. Seligman Henderson Global Fund Series, Inc. has
adopted a multiclass plan pursuant to Rule 18f-3 under the 1940 Act permitting
the issuance and sale of multiple classes. In accordance with the Articles of
Incorporation, the Board of Directors may authorize the creation of additional
classes of common stock with such characteristics as are permitted by the
multiclass plan and Rule 18f-3. The 1940 Act requires that where more than one
class exists, each class must be preferred over all other classes in respect of
assets specifically allocated to such class. All shares have noncumulative
voting rights for the election of directors. Each outstanding share is fully
paid and non-assessable, and each is freely transferable. There are no
liquidation, conversion, or preemptive rights.

OTHER SECURITIES

Seligman Henderson Global Fund Series, Inc. has no authorized securities other
than capital stock.

PURCHASE, REDEMPTION, AND PRICING OF SHARES

PURCHASE OF SHARES

CLASS A
- -------
Class A shares may be purchased at a price equal to the next determined net
asset value per share, plus an initial sales charge.

Purchases of Class A shares by a "single person" (as defined below) may be
eligible for the following reductions in initial sales charges:

VOLUME DISCOUNTS are provided if the total amount being invested in Class A
shares of a Fund alone, or in any combination of shares of the other mutual
funds in the Seligman Group which are sold with an initial sales charge, reaches
levels indicated in the sales charge schedule set forth in the Prospectus.

THE RIGHT OF ACCUMULATION allows an investor to combine the amount being
invested in Class A shares of a Fund and shares of the other Seligman mutual
funds sold with an initial sales charge with the total net asset value of shares
of those mutual funds already owned that were sold with an initial sales charge
and the total net asset value of shares of Seligman Cash Management Fund which
were acquired through an exchange of shares of another Seligman mutual fund on
which there was an initial sales charge at the time of purchase to determine
reduced sales charges in accordance with the schedule in the prospectus. The
value of the shares owned, including the value of shares of Seligman Cash
Management Fund acquired in an exchange of shares of another Seligman mutual
fund on which there was an initial sales charge at the time of purchase will be
taken into account in orders placed through a dealer, however, only if Seligman
Advisors is notified by an

24
<PAGE>

investor or a dealer of the amount owned by the investor at the time the
purchase is made and is furnished sufficient information to permit confirmation.

A LETTER OF INTENT allows an investor to purchase Class A shares over a 13-month
period at reduced initial sales charges in accordance with the schedule in the
Prospectus, based on the total amount of Class A shares of the Fund that the
letter states the investor intends to purchase plus the total net asset value of
shares that were sold with an initial sales charge of the other Seligman mutual
funds already owned and the total net asset value of shares of Seligman Cash
Management Fund which were acquired through an exchange of shares of another
Seligman mutual fund on which there was an initial sales charge at the time of
purchase. Reduced sales charges also may apply to purchases made within a
13-month period starting up to 90 days before the date of execution of a letter
of intent.

CDSC APPLICABLE TO CLASS A SHARES. Class A shares purchased without an initial
sales charge in accordance with the sales charge schedule in the Funds'
Prospectus, or pursuant to a Volume Discount, Right of Accumulation, or Letter
of Intent are subject to a CDSC of 1% on redemptions of such shares within
eighteen months of purchase. Employee benefit plans eligible for net asset value
sales (as described below) may be subject to a CDSC of 1% for terminations at
the plan level only, on redemptions of shares purchased within eighteen months
prior to plan termination. The 1% CDSC will be waived on shares that were
purchased through Dean Witter Reynolds, Inc. by certain Chilean institutional
investors (i.e. pension plans, insurance companies, and mutual funds). Upon
redemption of such shares within an eighteen-month period, Dean Witter will
reimburse Seligman Advisors a pro rata portion of the fee it received from
Seligman Advisors at the time of sale of such shares.

See "CDSC Waivers" below for other waivers which may be applicable to Class A
shares.

PERSONS ENTITLED TO REDUCTIONS. Reductions in initial sales charges apply to
purchases of Class A shares by a "single person," including an individual;
members of a family unit comprising husband, wife and minor children; or a
trustee or other fiduciary purchasing for a single fiduciary account. Employee
benefit plans qualified under Section 401 of the Internal Revenue Code of 1986,
as amended, organizations tax exempt under Section 501(c)(3) or (13) of the
Internal Revenue Code, and non-qualified employee benefit plans that satisfy
uniform criteria are considered "single persons" for this purpose. The uniform
criteria are as follows:

1. Employees must authorize the employer, if requested by a Fund, to
receive in bulk and to distribute to each participant on a timely basis
the Fund Prospectus, reports, and other shareholder communications.

2. Employees participating in a plan will be expected to make regular
periodic investments (at least annually). A participant who fails to
make such investments may be dropped from the plan by the employer or
the Fund 12 months and 30 days after the last regular investment in his
account. In such event, the dropped participant would lose the discount
on share purchases to which the plan might then be entitled.

3. The employer must solicit its employees for participation in such an
employee benefit plan or authorize and assist an investment dealer in
making enrollment solicitations.

ELIGIBLE EMPLOYEE BENEFIT PLANS. The table of sales charges in the Prospectus
applies to sales to "eligible employee benefit plans," except that the Fund may
sell shares at net asset value to "eligible employee benefit plans" which have
at least (1) $500,000 invested in the Seligman Group of mutual funds or (2) 50
eligible employees to whom such plan is made available. Such sales must be made
in connection with a payroll deduction system of plan funding or other systems
acceptable to Seligman Data Corp., the Funds' shareholder service agent.
"Eligible employee benefit plan" means any plan or arrangement, whether or not
tax qualified, which provides for the purchase of Fund shares. Sales of shares
to such plans must be made in connection with a payroll deduction system of plan
funding or other system acceptable to Seligman Data Corp.

Such sales are believed to require limited sales effort and sales-related
expenses and therefore are made at net asset value. Contributions or account
information for plan participation also should be transmitted to Seligman

25
<PAGE>

Data Corp. by methods which it accepts. Additional information about "eligible
employee benefit plans" is available from financial advisors or Seligman
Advisors.

FURTHER TYPES OF REDUCTIONS. Class A shares may also be issued without an
initial sales charge to any registered unit investment trust which is the issuer
of periodic payment plan certificates, the net proceeds of which are invested in
Fund shares; to separate accounts established and maintained by an insurance
company which are exempt from registration under Section 3(c)(11) of the 1940
Act; to registered representatives and employees (and their spouses and minor
children) of any dealer that has a sales agreement with Seligman Advisors; to
financial institution trust departments; to registered investment advisers
exercising discretionary investment authority with respect to the purchase of
Fund shares; to accounts of financial institutions or broker/dealers that charge
account management fees, provided Seligman or one of its affiliates has entered
into an agreement with respect to such accounts; pursuant to sponsored
arrangements with organizations which make recommendations to, or permit group
solicitations of, its employees, members or participants in connection with the
purchase of shares of a Fund; to other investment companies in the Seligman
Group in connection with a deferred fee arrangement for outside directors; and
to "eligible employee benefit plans" which have at least (1) $500,000 invested
in the Seligman mutual funds or (2) 50 eligible employees to whom such plan is
made available.

CLASS B
- -------
Class B shares may be purchased at a price equal to the next determined net
asset value, without an initial sales charge. However, Class B shares are
subject to a CDSC if the shares are redeemed within six years of purchase at
rates set forth in the table below, charged as a percentage of the current net
asset value or the original purchase price, whichever is less.

YEARS SINCE PURCHASE CDSC
- -------------------- -----
Less than 1 year .......................................... 5%
1 year or more but less than 2 years ...................... 4%
2 years or more but less than 3 years ..................... 3%
3 years or more but less than 4 years ..................... 3%
4 years or more but less than 5 years ..................... 2%
5 years or more but less than 6 years ..................... 1%
6 years or more ........................................... 0%

CLASS D
- -------
Class D shares may be purchased at a price equal to the next determined net
asset value, without an initial sales charge. However, Class D shares are
subject to a CDSC of 1% if the shares are redeemed within one year of purchase,
charged as a percentage of the current net asset value or the original purchase
price, whichever is less.

SYSTEMATIC WITHDRAWALS. Class D shareholders who reinvest both their dividends
and capital gain distributions to purchase additional shares of a Fund, may use
the Funds' Systematic Withdrawal Plan to withdraw up to 10 of the value of their
accounts per year without the imposition of a CDSC. Account value is determined
as of the date the systematic withdrawals begin.

CDSC WAIVERS. The CDSC on Class B and Class D shares (and certain Class A
shares, as discussed above) will be waived or reduced in the following
instances:

(1) on redemptions following the death or disability (as defined in Section
72(m)(7) of the Internal Revenue Code) of a shareholder or beneficial owner;

(2) in connection with (1) distributions from retirement plans qualified under
Section 401(a) of the Internal Revenue Code when such redemptions are
necessary to make distributions to plan participants (such

26
<PAGE>
payments include, but are not limited to, death, disability, retirement, or
separation of service), (2) distributions from a custodial account under
Section 403(b)(7) of the Internal Revenue Code or an IRA due to death,
disability, minimum distribution requirements after attainment of age 70_
or, for accounts established prior to January 1, 1998, attainment of age
59_, and (3) a tax-free return of an excess contribution to an IRA;

(3) in whole or in part, in connection with shares sold to current and retired
Directors of the Funds;

(4) in whole or in part, in connection with shares sold to any state, county,
or city or any instrumentality, department, authority, or agency thereof,
which is prohibited by applicable investment laws from paying a sales load
or commission in connection with the purchase of any registered investment
management company;

(5) in whole or in part, in connection with systematic withdrawals;

(6) in connection with participation in the Merrill Lynch Small Market 401(k)
Program.

If, with respect to a redemption of any Class A, Class B, or Class D shares sold
by a dealer, the CDSC is waived because the redemption qualifies for a waiver as
set forth above, the dealer shall remit to Seligman Advisors promptly upon
notice, an amount equal to the payment or a portion of the payment made by
Seligman Advisors at the time of sale of such shares.

FUND REORGANIZATIONS

Class A shares may be issued without an initial sales charge in connection with
the acquisition of cash and securities owned by other investment companies. Any
CDSC will be waived in connection with the redemption of shares of a Fund if the
Fund is combined with another Seligman mutual fund, or in connection with a
similar reorganization transaction.

PAYMENT IN SECURITIES. In addition to cash, the Funds may accept securities in
payment for Fund shares sold at the applicable public offering price (net asset
value and, if applicable, any sales charge), although the Funds do not presently
intend to accept securities in payment for Fund shares. Generally, a Fund will
only consider accepting securities (l) to increase its holdings in a portfolio
security, or (2) if Seligman determines that the offered securities are a
suitable investment for the Fund and in a sufficient amount for efficient
management. Although no minimum has been established, it is expected that a Fund
would not accept securities with a value of less than $100,000 per issue in
payment for shares. A Fund may reject in whole or in part offers to pay for Fund
shares with securities, may require partial payment in cash for applicable sales
charges, and may discontinue accepting securities as payment for Fund shares at
any time without notice. The Funds will not accept restricted securities in
payment for shares. The Funds will value accepted securities in the manner
provided for valuing portfolio securities.

OFFERING PRICE

When you buy or sell Fund shares, you do so at the Class's net asset value (NAV)
next calculated after Seligman Advisors accepts your request. Any applicable
sales charge will be added to the purchase price for Class A shares.

NAV per share of each class of a Fund is determined as of the close of regular
trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern time), on
each day that the NYSE is open for business. The NYSE is currently closed on New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. A Fund
will also determine NAV for each class on each day in which there is a
sufficient degree of trading in the Fund's portfolio securities that the NAV of
Fund shares might be materially affected. NAV per share for a class is computed
by dividing such class's share of the value of the net assets of the Fund (i.e.,
the value of its assets less liabilities) by the total number of outstanding
shares of such class. All expenses of the Fund, including the

27
<PAGE>

management fee, are accrued daily and taken into account for the purpose of
determining NAV. The NAV of Class B and Class D shares will generally be lower
than the NAV of Class A shares as a result of the higher 12b-1 fees with respect
to such shares.

Portfolio securities, including open short positions and options written, are
valued at the last sale price on the securities exchange or securities market on
which such securities primarily are traded. Securities traded on a foreign
exchange or over-the-counter market are valued at the last sales price on the
primary exchange or market on which they are traded. United Kingdom securities
and securities for which there are not recent sales transactions are valued
based on quotations provided by primary market maker in such securities. Other
securities not listed on an exchange or securities market, or securities in
which there were no transactions, are valued at the average of the most recent
bid and asked price, except in the case of open short positions where the asked
price is available. Any securities for which recent market quotations are not
readily available are valued at fair value determined in accordance with
procedures approved by the Board of Directors. Short-term obligations with less
than sixty days remaining to maturity are generally valued at amortized cost.
Short-term obligations with more than sixty days remaining to maturity will be
valued at current market value until the sixtieth day prior to maturity, and
will then be valued on an amortized cost basis based on the value on such date
unless the Board determines that this amortized cost value does not represent
fair market value.

Generally, trading in foreign securities, as well as US Government securities,
money market instruments and repurchase agreements, is substantially completed
each day at various times prior to the close of regular trading on the NYSE. The
values of such securities used in computing the net asset value of Fund shares
are determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of regular trading on the NYSE.

For purposes of determining the net asset value per share of a Fund, all assets
and liabilities initially expressed in foreign currencies will be converted into
US dollars at the mean between the bid and offer prices of such currencies
against US dollars quoted by a major bank that is a regular participant in the
foreign exchange market or on the basis of a pricing service that takes into
account the quotes provided by a number of such major banks.

SPECIMEN PRICE MAKE-UP

Under the current distribution arrangements between the Funds and Seligman
Advisors, Class A shares are sold with a maximum initial sales charge of 4.75%
and Class B and Class D shares are sold at NAV1. Using each Class's NAV at
October 31, 1998, the maximum offering price of each Fund's shares is as
follows:

CLASS A
- --------
<TABLE>
<CAPTION>

EMERGING GLOBAL GLOBAL
MARKETS GROWTH SMALLER GLOBAL
INTERNATIONAL GROWTH OPPORTUNITIES COMPANIES TECHNOLOGY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value per share........... $17.75 $5.18 $ 9.62 $14.11 $12.48
Maximum sales charge .89 .26 .48 .70 .62
------- ------ ------- ------- -------
(4.75% of offering price).........

Offering price to public............ $18.64 $5.44 $10.10 $14.81 $13.10
====== ===== ====== ====== ======

CLASS B
- -------
Net asset value and
offering price per share(1)......... $16.93 $5.09 $9.40 13.46 $11.98
</TABLE>

28
<PAGE>

CLASS D
- -------

<S> <C> <C> <C> <C> <C>
Net asset value and
Offering price per share(1)......... $16.93 $5.09 $9.40 $13.47 $11.96
</TABLE>
- ------------------------
1 Class B shares are subject to a CDSC declining from 5% in the first year
after purchase to 0% after six years. Class D shares are subject to a CDSC of
1% on redemptions within one year of purchase.

REDEMPTION IN KIND

The procedures for selling Fund shares under ordinary circumstances are set
forth in the Prospectus. In unusual circumstances, payment may be postponed, or
the right of redemption postponed for more than seven days, if the orderly
liquidation of portfolio securities is prevented by the closing of, or
restricted trading on, the NYSE during periods of emergency, or such other
periods as ordered by the Securities and Exchange Commission. Under these
circumstances, redemption proceeds may be made in securities. If payment is made
in securities, a shareholder may incur brokerage expenses in converting these
securities to cash.

TAXATION OF THE FUNDS

FOREIGN INCOME TAXES. Investment income received by the Fund from sources within
foreign countries may be subject to foreign income taxes withheld at source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of such taxes or exemption from taxes on such
income. It is impossible to determine the effective rate of foreign tax in
advance since the amount of each Fund's assets to be invested within various
countries is not known.

US FEDERAL INCOME TAXES. Each Fund is qualified and intends to continue to
qualify for each taxable year for tax treatment as a "regulated investment
company" under the Internal Revenue Code. Qualification relieves a Fund of
Federal income tax liability on that part of its net ordinary income and net
realized capital gains which it pays out to its shareholders. Such qualification
does not, of course, involve governmental supervision of management or
investment practices or policies. Investors should consult their own counsel for
a complete understanding of the requirements a Fund must meet to qualify for
such treatment. The information set forth in the Prospectus and the following
discussion relate solely to the US Federal income taxes on dividends and
distributions by a Fund and assumes that each Fund qualifies as a regulated
investment company. Investors should consult their own counsel for further
details, including their possible entitlement to foreign tax credits that might
be "passed through" to them under the rules described below, and the application
of state and local tax laws to his or her particular situation.

Each Fund intends to declare and distribute dividends in the amounts and at the
times necessary to avoid the application of the 4% Federal excise tax imposed on
certain undistributed income of regulated investment companies. Each Fund will
be required to pay the 4% excise tax to the extent it does not distribute to its
shareholders during any calendar year at least 98% of its ordinary income for
the calendar year plus 98% of its capital gain net income for the twelve months
ended October 31 of such year. Certain distributions of the Fund which are paid
in January of a given year but are declared in the prior October, November or
December to shareholders of record as of a specified date during such a month
will be treated as having been distributed to shareholders and will be taxable
to shareholders as if received in December.

Dividends of net ordinary income and distributions of any net realized
short-term capital gain are taxable to shareholders as ordinary income. Since
each Fund expects to derive a substantial portion of its gross income (exclusive
of capital gains) from sources other than qualifying dividends, it is expected
that only a portion of each Fund's dividends or distributions will qualify for
the dividends received deduction for corporations.

The excess of net long-term capital gains over the net short-term capital losses
realized and distributed by each Fund to its shareholders will be taxable to the
shareholders as long-term capital gains, irrespective of the length of time a
shareholder may have held Fund shares. Individual shareholders will be subject
to federal

29
<PAGE>

income tax on net capital gain at a maximum rate of 20% in respect of shares
held for more than one year. Net capital gain of a corporate shareholder is
taxed at the same rate as ordinary income. Any dividend or distribution received
by a shareholder on shares of a Fund shortly after the purchase of such shares
will have the effect of reducing the net asset value of such shares by the
amount of such dividend or distribution. Furthermore, such dividend or
distribution, although in effect a return of capital, would be taxable to the
shareholder as described above. If a shareholder has held shares in a Fund for
six months or less and during that period has received a distribution taxable to
the shareholder as a long-term capital gain, any loss recognized by the
shareholder on the sale of those shares during that period will be treated as a
long-term capital loss to the extent of the distribution.

Dividends and distributions are taxable in the manner discussed regardless of
whether they are paid to the shareholder in cash or are reinvested in additional
shares of a Fund's common stock.

Each Fund generally will be required to withhold tax at the rate of 31% with
respect to a portion of distributions and other reportable payments to
noncorporate shareholder unless the shareholder certifies on his Account
Application that the social security or taxpayer identification number provided
is correct and that the shareholder has not been notified by the Internal
Revenue Service that he is subject to backup withholding.

Income received by a Fund from sources within various foreign countries may be
subject to foreign income tax. If more than 50% of the value of a Fund's total
assets at the close of its taxable year consists of the stock or securities of
foreign corporations, such Fund may elect to "pass through" to its shareholders
the amount of foreign income taxes paid by such Fund. Pursuant to such election,
shareholders would be required: (i) to include in gross income, even though not
actually received, their respective pro-rata shares of a Fund's gross income
from foreign sources; and (ii) either to deduct their pro-rata share of foreign
taxes in computing their taxable income, or to use such share as a foreign tax
credit against Federal income tax (but not both). No deduction for foreign taxes
could be claimed by a shareholder who does not itemize deductions.

Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to the limitation that the credit may not exceed
the shareholder's US tax (determined without regard to the availability of the
credit) attributable to his or her total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by a Fund from its
foreign source income will be treated as foreign source income. Each Fund's
gains from the sale of securities will generally be treated as derived from US
sources, however, and certain foreign currency gains and losses likewise will be
treated as derived from US sources. The limitation on the foreign tax credit is
applied separately to foreign source "passive income," such as the portion of
dividends received from a Fund which qualifies as foreign source income. In
addition, the foreign tax credit is allowed to offset only 90% of the
alternative minimum tax imposed on corporations and individuals. Because of
these limitations, shareholders may be unable to claim a credit for the full
amount of their proportionate shares of the foreign income taxes paid by a Fund.

Each Fund intends for each taxable year to meet the requirements of the Code to
"pass through" to its shareholders foreign income taxes paid, but there can be
no assurance that a Fund will be able to do so. Each shareholder will be
notified within 60 days after the close of each taxable year of each Fund
whether the foreign taxes paid by such Fund will "pass through" for that year,
and, if so, the amount of each shareholder's pro-rata share (by country) of (i)
the foreign taxes paid, and (ii) such Fund's gross income from foreign sources.
Of course, shareholders who are not liable for Federal income taxes, such as
retirement plans qualified under Section 401 of the Code, will not be affected
by any such "pass through" of foreign tax credits.

INVESTMENTS IN PASSIVE FOREIGN INVESTMENT COMPANIES. If a Fund purchases shares
in certain foreign investment entities, referred to as "passive foreign
investment companies," the Fund itself may be subject to US Federal income tax,
and an additional charge in the nature of interest, on a portion of any "excess
distribution" from such company or gain from the disposition of such shares,
even if the distribution or gain is paid by such Fund as a dividend to its
shareholders. If a Fund were able and elected to treat a passive foreign
investment company as a "qualified electing fund," in lieu of the treatment
described above, such Fund would be required each year to include in income, and
distribute to shareholders in accordance with the distribution

30
<PAGE>
requirements set forth above, its pro rata share of the ordinary earnings and
net capital gains of the company, whether or not distributed to such Fund.

CERTAIN FOREIGN CURRENCY TRANSACTIONS. Gains or losses attributable to foreign
currency contracts, or to fluctuations in exchange rates that occur between the
time a Fund accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities are treated as ordinary
income or ordinary loss. Similarly, gains or losses on disposition of debt
securities denominated in a foreign currency attributable to fluctuations in the
value of the foreign currency between the date of acquisition of the security
and the date of disposition also are treated as ordinary gain or loss. These
gains or losses increase or decrease the amount of a Fund's net investment
income available to be distributed to its shareholders as ordinary income.

OPTIONS TRANSACTIONS. A special "marked-to-market" system governs the taxation
of "section 1256 contracts," which include certain listed options. Each Fund may
invest in such section 1256 contracts. In general, gain or loss on section 1256
contracts will be taken into account for tax purposes when actually realized. In
addition, any section 1256 contracts held at the end of a taxable year will be
treated as sold at fair market value (that is, marked-to-market), and the
resulting gain or loss will be recognized for tax purposes. In general, gain or
loss recognized by a Fund on the actual or deemed disposition of a section 1256
contract will be treated as 60% long-term and 40% short-term capital gain or
loss, regardless of the period of time the section 1256 contract is actually
held by such Fund. Each Fund can elect to exempt its section 1256 contracts
which are part of a "mixed" straddle from the application of section 1256.

Unless a shareholder includes a certified taxpayer identification number (social
security number for individuals) on the account application and certifies that
the shareholder is not subject to backup withholding, the Funds are required to
withhold and remit to the US Treasury a portion of distributions and other
reportable payments to the shareholder. The rate of backup withholding is 31%.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, a Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed, the Fund may charge a service fee of up to $50 that may be
deducted from the shareholder's account and offset against any undistributed
dividends and capital gain distributions. The Funds also reserve the right to
close any account which does not have a certified taxpayer identification
number.

UNDERWRITERS

DISTRIBUTION OF SECURITIES

Seligman Henderson Global Fund Series, Inc. and Seligman Advisors are parties to
a Distributing Agreement dated January 1, 1993 under which Seligman Advisors
acts as the exclusive agent for distribution of shares of the Funds. Seligman
Advisors accepts orders for the purchase of Fund shares, which are offered
continuously. As general distributor of the Fund's capital stock, Seligman
Advisors allows reallowances to all dealers on sales of Class A shares, as set
forth above under "DEALER REALLOWANCES." Seligman Advisors retains the balance
of sales charges and any CDSC paid by investors.

Total sales charges paid by shareholders of Class A shares of the Funds for the
fiscal years ended October 31, 1998, 1997, and 1996 are shown below. Also shown
are the amounts of sales charges and CDSC on Class A

31
<PAGE>

shares that were retained by Seligman Advisors:

1998
----
AMOUNT OF CLASS A
TOTAL SALES CHARGES SALES CHARGES
PAID BY SHAREHOLDERS RETAINED BY
FUND ON CLASS A SHARES SELIGMAN ADVISORS
---- ----------------- -----------------
International Fund $ 117,729 $ 13,622
Emerging Markets Growth Fund 101,075 11,459
Global Growth Opportunities Fund 176,957 19,994
Global Smaller Companies Fund 848,066 94,085
Global Technology Fund 1,099,378 121,127

1997
----
AMOUNT OF CLASS A
TOTAL SALES CHARGES SALES CHARGES
PAID BY SHAREHOLDERS RETAINED BY
FUND ON CLASS A SHARES SELIGMAN ADVISORS
---- ----------------- -----------------
International fund $ 152,666 $ 17,927
Emerging Markets Growth Fund 622,098 69,894
Global Growth Opportunities Fund 403,744 44,965
Global Smaller Companies Fund 3,632,126 400,220
Global Technology Fund 1,923,733 210,590

1996
----
AMOUNT OF CLASS A
TOTAL SALES CHARGES SALES CHARGES
PAID BY SHAREHOLDERS RETAINED BY
FUND ON CLASS A SHARES SELIGMAN ADVISORS
---- ------------------- ----------------
International Fund $ 374,305 $ 42,719
Emerging Markets Growth Fund* 780,777 31,761
Global Growth Opportunities Fund 4,381,479 201,990
Global Smaller Companies Fund 7,309,493 810,616
Global Technology Fund 8,466,372 930,729

* For the period 5/28/96 (commencement of operations) to 10/31/96.

32
<PAGE>

COMPENSATION

Seligman Advisors, which is an affiliated person of Seligman, which is an
affiliated person of the Funds, received the following commissions and other
compensation from the Funds during fiscal year ended October 31, 1998:

<TABLE>
<CAPTION>
COMPENSATION ON
NET UNDERWRITING REDEMPTIONS AND
DISCOUNTS AND REPURCHASES
COMMISSIONS (CDSC ON CLASS A
(CLASS A SALES AND CLASS D BROKERAGE
FUND CHARGE RETAINED) RETAINED) COMMISSIONS OTHER COMPENSATION (1)
- ---- ---------------- --------- ----------- ----------------------
<S> <C> <C> <C> <C>
International Fund $ 13,622 $7,109 -- $ 7,600
Emerging Markets Growth Fund 11,459 16,136 -- 8,034
Global Growth Opportunities Fund 19,994 15,178 -- 8,743
Global Smaller Companies Fund 94,085 118,278 -- 82,534
Global Technology Fund 121,127 42,732 -- 28,886
</TABLE>

(1)Seligman Advisors has sold its rights to collect any CDSC imposed on
redemptions of Class B shares to FEP Capital, L.P., in connection with
an arrangement with FEP Capital, L.P. as discussed above under "12B-1
PLANS". In connection with this arrangement, Seligman Advisors receives
payments from FEP Capital, L.P. based on the value of Class B shares
sold. Such payments received for fiscal year 1998 are reflected in the
table.

OTHER PAYMENTS

Seligman Advisors shall pay broker/dealers, from its own resources, a fee on
purchases of Class A shares of $1,000,000 or more (NAV sales), calculated as
follows: 1.00% of NAV sales up to but not including $2 million; .80% of NAV
sales from $2 million up to but not including $3 million; .50% of NAV sales from
$3 million up to but not including $5 million; and .25% of NAV sales from $5
million and above. The calculation of the fee will be based on assets held by a
"single person," including an individual, members of a family unit comprising
husband, wife and minor children purchasing securities for their own account, or
a trustee or other fiduciary purchasing for a single fiduciary account or single
trust. Purchases made by a trustee or other fiduciary for a fiduciary account
may not be aggregated purchases made on behalf of any other fiduciary or
individual account.

Seligman Advisors shall also pay broker/dealers, from its own resources, a fee
on assets of certain investments in Class A shares of the Seligman mutual funds
participating in an "eligible employee benefit plan" (as defined under "PURCHASE
OF SHAREs--Eligible Employee Benefit Plans") that are attributable to the
particular broker/dealer. The shares eligible for the fee are those on which an
initial sales charge was not paid because either the participating eligible
employee benefit plan has at least (1) $500,000 invested in the Seligman mutual
funds or (2) 50 eligible employees to whom such plan is made available. Class A
shares representing only an initial purchase of Seligman Cash Management Fund
are not eligible for the fee. Such shares will become eligible for the fee once
they are exchanged for shares of another Seligman mutual fund. The payment is
based on cumulative sales for each Plan during a single calendar year, or
portion thereof. The payment schedule, for each calendar year, is as follows:
1.00% of sales up to but not including $2 million; .80% of sales from $2 million
up to but not including $3 million; .50% of sales from $3 million up to but not
including $5 million; and .25% of sales from $5 million and above.

Seligman Advisors may from time to time assist dealers by, among other things,
providing sales literature to, and holding informational programs for the
benefit of, dealers' registered representatives. Dealers may limit the
participation of registered representatives in such informational programs by
means of sales incentive programs which may require the sale of minimum dollar
amounts of shares of Seligman mutual funds. Seligman Advisors may from time to
time pay a bonus or other incentive to dealers that sell shares of the Seligman
mutual funds. In some instances, these bonuses or incentives may be offered only
to certain dealers

33
<PAGE>

which employ registered representatives who have sold or may sell a significant
amount of shares of the Fund and/or certain other mutual funds managed by the
Manager during a specified period of time. Such bonus or other incentive may
take the form of payment for travel expenses, including lodging, incurred in
connection with trips taken by qualifying registered representatives and members
of their families to places within or outside the United States. The cost to
Seligman Advisors of such promotional activities and payments shall be
consistent with the rules of the National Association of Securities Dealers,
Inc., as then in effect.

CALCULATION OF PERFORMANCE DATA

CLASS A
- -------
The average annual total returns for the one-year and five-year periods ended
October 31, 1998 and for the period April 7, 1992 (inception) through October
31, 1998 for the Class A shares of the International Fund were 1.46%, 6.12% and
9.34%, respectively.

The average annual returns for the one-year period ended October 31, 1998 and
for the period May 28, 1996 (inception) through October 31, 1998 for the Class A
shares of the Emerging Markets Growth Fund were -2.81% and -14.14%,
respectively.

The average annual returns for the one-year period ended October 31, 1998 and
for the period November 1, 1995 (inception) through October 31, 1998 for the
Class A shares of the Global Growth Opportunities Fund were 4.31% and 10.34%,
respectively.

The average annual returns for the one-year and five-year periods ended October
31, 1998 and for the period September 9, 1992 (inception) through October 31,
1998 for the Class A shares of the Global Smaller Companies Fund were -10.30%,
10.41% and 14.49%, respectively.

The average annual returns for the one-year period ended October 31, 1998 and
for the period May 23, 1994 (inception) through October 31, 1998 for the Class A
shares of the Global Technology Fund were -5.53% and 18.93%, respectively.

These returns were computed by assuming a hypothetical initial investment of
$1,000 in Class A shares of each Fund, subtracting the maximum sales charge of
4.75% of public offering price, and assuming that all of the dividends and
distributions paid by the Fund over the relevant time period were reinvested. It
was then assumed that at the end of each period, the entire amount was redeemed.

CLASS B
- -------
The average annual total returns for the one-year period ended October 31, 1998
and for the period April 22, 1996 (inception) to October 31, 1998 for the Class
B shares of the International Fund were 0.62% and 3.00%, respectively.

The average annual total returns for the one-year period ended October 31, 1998
and for the period May 28, 1996 (inception) to October 31, 1998 for the Class B
shares of the Emerging Markets Growth Fund were -33.49% and -14.10%,
respectively.

The average annual total returns for the one-year period ended October 31, 1998
and for the period April 22, 1996 (inception) to October 31, 1998 for the Class
B shares of the Global Growth Opportunities Fund were 3.76% and 7.33%,
respectively.

The average annual total returns for the one-year period ended October 31, 1998
and for the period April 22, 1996 (inception) to October 31, 1998 for the Class
B shares of the Global Smaller Companies Fund were -11.01% and -0.19%,
respectively.

34
<PAGE>

The average annual total returns for the one-year period ended October 31, 1998
and for the period April 22, 1996 (inception) to October 31, 1998 for the Class
B shares of the Global Technology Fund were -5.62% and 8.69%, respectively.

These returns were computed by assuming a hypothetical initial investment of
$1,000 in Class B shares of each Fund and that all of the dividends and
distributions paid by the Fund's Class B shares over the relevant time period
were reinvested. It was then assumed that at the end of these periods, the
entire amount was redeemed, subtracting the applicable CDSL (5% for the one-year
period and 4% for the period since inception).

CLASS D
- -------
The average annual total returns for the one-year and five-year periods ended
October 31, 1998 and for the period September 21, 1993 (inception) through
October 31, 1998 for the Class D shares of the International Fund were 4.53%,
6.29%, and 7.12%, respectively.

The average annual total returns for the one-year period ended October 31, 1998
and for the period May 28, 1996 (inception) through October 31, 1998 for the
Class D shares of the Emerging Markets Growth Fund were -30.69% and -13.02%,
respectively.

The average annual total returns for the one-year period ended October 31, 1998
and the period November 1, 1995 (inception) through October 31, 1998 for the
Class D shares of the Global Growth Opportunities Fund were 7.76% and 11.33%,
respectively.

The average annual total returns for the one-year and five-year periods ended
October 31, 1998 and for the period May 3, 1993 (inception) through October 31,
1998 for Class D shares of the Global Smaller Companies Fund were -7.43%, 10.66%
and 12.77%, respectively.

The average annual total returns for the one-year period ended October 31, 1998
and for the period May 23, 1994 (inception) through October 31, 1998 for the
Class D shares of the Global Technology Fund were -2.51% and 19.25%,
respectively.

These returns were computed assuming that all of the dividends and distributions
paid by the Fund's Class D shares, if any, were reinvested over the relevant
time period. It was then assumed that at the end of each period, the entire
amount was redeemed, subtracting for the one-year period the 1% CDSC.

The tables below illustrate the total returns on a $1,000 investment in each of
the Fund's Class A, Class B and Class D shares from the commencement of a Fund's
operations through October 31, 1998, assuming investment of all dividends and
capital gain distributions and deduction of any applicable sales charges or
CDSC. Average annual total returns are determined by calculating the annual rate
of return required for the initial $1,000 investment to grow to the amount which
would have been received upon redemption. (i.e., the average annual compound
rate of return).

35
<PAGE>

The results shown should not be considered a representation of the dividend
income or gain or loss in capital value which may be realized from an investment
made in a class of shares of a Fund today.

<TABLE>
<CAPTION>
CLASS A
-------
VALUE OF VALUE OF TOTAL VALUE
FUND/YEAR INITIAL CAPITAL GAIN VALUE OF OF TOTAL
ENDED (1) INVESTMENT (2) DISTRIBUTIONS DIVIDENDS INVESTMENT (2) RETURN (1)(3)
- --------- -------------- ------------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C>
International Fund
10/31/92 $ $ $ $
10/31/93
10/31/94
10/31/95
10/31/96
10/31/97
10/31/98 %

Emerging Markets Growth
Fund
10/31/96 $ $ $ $
10/31/97
10/31/98 %

Global Growth
Opportunities Fund
10/31/96 $ $ $ $
10/31/97
10/31/98 %

Global Smaller Companies
Fund
10/31/92 $ $ $ $
10/31/93
10/31/94
10/31/95
10/31/96
10/31/97
10/31/98 %

Global Technology Fund
10/31/94 $ $ $ $
10/31/95
10/31/96
10/31/97 %
</TABLE>

CLASS B
-------
VALUE OF VALUE OF TOTAL VALUE
FUND/YEAR INITIAL CAPITAL GAIN VALUE OF OF TOTAL
ENDED (1) INVESTMENT (2) DISTRIBUTIONS DIVIDENDS INVESTMENT (2) RETURN (1)(3)
- --------- -------------- ------------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C>
International Fund
10/31/96 $ $ $ $
10/31/97
10/31/98 %

Emerging Markets Growth
Fund
10/31/96 $ $ $ $
10/31/97
10/31/98 %

Global Growth
Opportunities Fund
10/31/96 $ $ $ $
10/31/97
10/31/98

%
Global Smaller Companies
Fund
10/31/96 $ $ $ $
10/31/97
10/31/98 %

Global Technology Fund
10/31/96 $ $ $ $
10/31/97
10/31/98 %

CLASS D
--------
VALUE OF VALUE OF TOTAL VALUE
FUND/YEAR INITIAL CAPITAL GAIN VALUE OF OF TOTAL
ENDED (1) INVESTMENT (2) DISTRIBUTIONS DIVIDENDS INVESTMENT (2) RETURN (1)(3)
- --------- -------------- ------------- --------- -------------- -------------

International Fund $ $ $ $
10/31/93
10/31/94
10/31/95
10/31/96
10/31/97
10/31/98 %

Emerging Markets Growth
Fund
10/31/96 $ $ $ $
10/31/97
10/31/98
%
</TABLE>
37

Global Growth
Opportunities Fund
<S> <C> <C> <C> <C> <C>
10/31/95 $ $ $ $
10/31/96
10/31/97
10/31/98 %

Global Smaller Companies %
Fund
10/31/93 $ $ $ $
10/31/94
10/31/95
10/31/96
10/31/97
10/31/98 %

Global Technology Fund %
10/31/94 $ $ $ $
10/31/95
10/31/96
10/31/97 %
</TABLE>

1. From commencement of operations on:
<TABLE>
<CAPTION>

CLASS A SHARES CLASS B SHARES CLASS D SHARES
-------------- --------------- --------------
<S> <C> <C> <C>
International Fund 4/7/92 4/22/96 9/21/93
Emerging Markets Growth Fund 5/28/96 5/28/96 5/28/96
Global Growth Opportunities Fund 11/1/95 4/22/96 11/1/95
Global Smaller Companies Fund 9/9/92 4/22/96 5/3/93
Global Technology Fund 5/23/94 4/22/96 5/23/94

</TABLE>
2. The "Value of Initial Investment" as of the date indicated reflects the
effect of the maximum sales load or CDSL, if applicable, assumes that all
dividends and capital gain distributions were taken in cash and reflects
changes in the net asset value of the shares purchased with the
hypothetical initial investment. "Total Value of Investment" reflects the
effect of the CDSL, if applicable, and assumes investment of all dividends
and capital gain distributions.

3. "Total Return" for each class of shares of a Fund is calculated by assuming
a hypothetical initial investment of $1,000 at the beginning of the period
specified; subtracting the maximum sales load for Class A shares;
determining total value of all dividends and capital gain distributions
that would have been paid during the period on such shares assuming that
each dividend or capital gain distribution was invested in additional
shares at net asset value; calculating the total value of the investment at
the end of the period; subtracting the CDSL on Class B and Class D shares,
if applicable; and finally, by dividing the difference between the amount
of the hypothetical initial investment at the beginning of the period and
its total value at the end of the period by the amount of the hypothetical
initial investment. The International Fund's total return and average
annual total return quoted from time to time through September 21, 1993 for
Class A shares does not reflect the deduction of the administration,
shareholder services and distribution fee effective on that date, which fee
if reflected would reduce the performance quoted.

38
<PAGE>

No adjustments have been made for any income taxes payable by investors on
dividends invested or gain distributions taken in shares.

Seligman and/or the prior subadviser waived its fees and reimbursed certain
expenses during some of the periods above, which positively affected the
performance results presented.

From time to time, reference may be made in advertising or promotional material
to performance information, including mutual fund rankings, prepared by Lipper
Analytical Service, Inc., an independent reporting service which monitors the
performance of mutual funds. In calculating the total return of the Fund's Class
A, Class B and Class D shares, the Lipper analysis assumes investment of all
dividends and distributions paid but does not take into account applicable sales
charges. Each Fund may also refer in advertisements in other promotional
material to articles, comments, listings and columns in the financial press
pertaining to the Fund's performance. Examples of such financial and other press
publications include BARRON'S, BUSINESS WEEK, CDA/WIESENBERGER MUTUAL FUNDS
INVESTMENT REPORT, CHRISTIAN SCIENCE MONITOR, FINANCIAL PLANNING, FINANCIAL
TIMES, FINANCIAL WORLD, FORBES, FORTUNE, INDIVIDUAL INVESTOR, INVESTMENT
ADVISOR, INVESTORS BUSINESS DAILY, KIPLINGER'S, LOS ANGELES TIMES, MONEY
MAGAZINE, MORNINGSTAR, INC., PENSION AND INVESTMENTS, SMART MONEY, THE NEW YORK
TIMES, THE WALL STREET JOURNAL, USA TODAY, U.S. NEWS AND WORLD REPORT, WORTH
MAGAZINE, WASHINGTON POST AND YOUR MONEY.

A Fund's advertising or promotional material may make reference to the Fund's
"Beta". "Standard Deviation," or "Alpha." Beta measures the volatility of the
Fund, as compared to that of the overall market. Standard deviation measures how
widely the Fund's performance has varied from its average performance, and is an
indicator of the Fund's potential for volatility. Alpha measures the difference
between the returns of the Fund and the returns of the market, adjusted for
volatility.

FINANCIAL STATEMENTS

The Annual Report to shareholders for the fiscal year ended October 31, 1998
contains a schedule of the investments of the Funds as of October 31, 1998, as
well as certain other financial information as of that date. The financial
statements and notes included in the Annual Report, and the Independent
Auditors' Report thereon, are incorporated herein by reference. The Annual
Report will be furnished without charge to investors who request copies of this
SAI.

GENERAL INFORMATION

Rule 18f-2 under the 1940 Act provides that any matter required to be submitted
by the provisions of the 1940 Act or applicable state law, or otherwise, to the
holders of the outstanding voting securities of an investment company such as
the Fund shall not be deemed to have been effectively acted upon unless approved
by the holders of a majority of the outstanding shares of each class or Fund
affected by such matter. Rule 18f-2 further provides that a class or Fund shall
be deemed to be affected by a matter unless it is clear that the interests of
each class or Fund in the matter are substantially identical or that the matter
does not affect any interest of such class or Fund. However, the Rule exempts
the selection of independent public accountants, the approval of principal
distributing contracts and the election of directors from the separate voting
requirements of the Rule.

CUSTODIAN AND RECORDKEEPING AGENTS. Chase Manhattan Bank, One Pierrepont Plaza,
Brooklyn, New York 11201, serves as custodian for the Fund. Investors Fiduciary
Trust Company, 801 Pennsylvania, Kansas City, Missouri 64105, maintains, under
the general supervision of Seligman, certain accounting records and determines
the net asset value for the each Fund.

ACCOUNTANTS. , independent auditors, have been selected as auditors of the
Funds. Their address is .

39
<PAGE>

APPENDIX A

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

DEBT SECURITIES

Aaa: Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk. Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the fundamentally strong
position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than Aaa bonds because margins of protection may not
be as large or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be characteristically lacking or may be unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact may have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in high
degree. Such issues are often in default or have other marked shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Moody's applies numerical modifiers (1, 2 and 3) in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; modifier 2 indicates a mid-range ranking; and modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.

41
<PAGE>

COMMERCIAL PAPER

Moody's Commercial Paper Ratings are opinions of the ability of issuers to repay
punctually promissory senior debt obligations not having an original maturity in
excess of one year. Issuers rated "Prime-1" or "P-1" indicate the highest
quality repayment ability of the rated issue.

The designation "Prime-2" or "P-2" indicates that the issuer has a strong
ability for repayment of senior short-term promissory obligations. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternative liquidity is maintained.

The designation "Prime-3" or "P-3" indicates that the issuer has an acceptable
capacity for repayment of short-term promissory obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

Issues rated "Not Prime" do not fall within any of the Prime rating categories.

STANDARD & POOR'S RATING SERVICE ("S&P")

DEBT SECURITIES

AAA: Debt issues rated AAA are highest grade obligations. Capacity to pay
interest and repay principal is extremely strong.

AA: Debt issues rated AA have a very high degree of safety and very strong
capacity to pay interest and repay principal and differ from the highest rated
issues only in small degree.

A: Debt issues rated A are regarded as upper medium grade. They have a strong
degree of safety and capacity to pay interest and repay principal although it is
somewhat more susceptible in the long term to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB: Debt issues rated BBB are regarded as having a satisfactory degree of
safety and capacity to pay interest and re-pay principal. Whereas they normally
exhibit adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
re-pay principal for bonds in this category than for bonds in higher rated
categories.

BB, B, CCC, CC: Debt issues rated BB, B, CCC and CC are regarded on balance, as
predominantly speculative with respect to capacity to pay interest and pre-pay
principal in accordance with the terms of the bond. BB indicates the lowest
degree of speculation and CC the highest degree of speculation. While such bonds
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposure to adverse conditions.

C: The rating C is reserved for income bonds on which no interest is being paid.

D: Debt issues rated D are in default, and payment of interest and/or repayment
of principal is in arrears.

NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that S&P does not rate a particular
type of bond as a matter of policy.

41
<PAGE>

COMMERCIAL PAPER

S&P Commercial Paper ratings are current assessments of the likelihood of timely
payment of debts having an original maturity of no more than 365 days.

A-1: The A-1 designation indicates that the degree of safety regarding timely
payment is very strong.

A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."

A-3: Issues carrying this designation have adequate capacity for timely payment.
They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.

B: Issues rated "B" are regarded as having only a speculative capacity for
timely payment.

C: This rating is assigned to short-term debt obligations with a doubtful
capacity of payment.

D: Debt rated "D" is in payment default.

NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that S&P does not rate a particular
type of bond as a matter of policy. The ratings assigned by S&P may be modified
by the addition of a plus (+) or minus (-) sign to show relative standing within
its major rating categories.

42
<PAGE>

APPENDIX B

HISTORY OF J. & W. SELIGMAN & CO. INCORPORATED

Seligman's beginnings date back to 1837, when Joseph Seligman, the oldest of
eight brothers, arrived in the United States from Germany. He earned his living
as a pack peddler in Pennsylvania, and began sending for his brothers. The
Seligmans became successful merchants, establishing businesses in the South and
East.

Backed by nearly thirty years of business success - culminating in the sale of
government securities to help finance the Civil War - Joseph Seligman, with his
brothers, established the international banking and investment firm of J. & W.
Seligman & Co. In the years that followed, the Seligman Complex played a major
role in the geographical expansion and industrial development of the United
States.

THE SELIGMAN COMPLEX:

...Prior to 1900

o Helps finance America's fledgling railroads through underwritings.

o Is admitted to the New York Stock Exchange in 1869. Seligman remained a member
of the NYSE until 1993, when the evolution of its business made it unnecessary.

o Becomes a prominent underwriter of corporate securities, including New York
Mutual Gas Light Company, later part of Consolidated Edison.

o Provides financial assistance to Mary Todd Lincoln and urges the Senate to
award her a pension.

o Is appointed U.S. Navy fiscal agent by President Grant. Becomes a
leader in raising capital for America's industrial and urban development.

...1900-1910

o Helps Congress finance the building of the Panama Canal.

...1910s

o Participates in raising billions for Great Britain, France and Italy, helping
to finance World War I.

...1920s

o Participates in hundreds of successful underwritings including those for some
of the Country's largest companies: Briggs Manufacturing, Dodge Brothers,
General Motors, Minneapolis-Honeywell Regulatory Company, Maytag Company United
Artists Theater Circuit and Victor Talking Machine Company.

o Forms Tri-Continental Corporation in 1929, today the nation's largest,
diversified closed-end equity investment company, with over $3 billion in
assets, and one of its oldest.

...1930s

o Assumes management of Broad Street Investing Co. Inc., its first mutual fund,
today known as Seligman Common Stock Fund, Inc.

o Establishes Investment Advisory Service.

43
<PAGE>

...1940s

o Helps shape the Investment Company Act of 1940.

o Leads in the purchase and subsequent sale to the public of Newport News
Shipbuilding and Dry Dock Company, a prototype transaction for the investment
banking industry.

o Assumes management of National Investors Corporation, today Seligman Growth
Fund, Inc. Establishes Whitehall Fund, Inc., today Seligman Income Fund, Inc.

...1950-1989

o Develops new open-end investment companies. Today, manages more than 40 mutual
fund portfolios. Helps pioneer state-specific, municipal bond funds, today
managing a national and 18 state-specific municipal funds.

o Establishes J. & W. Seligman Trust Company and J. & W. Seligman Valuations
Corporation. Establishes Seligman Portfolios, Inc., an investment vehicle
offered through variable annuity products.

...1990s

o Introduces Seligman Select Municipal Fund, Inc. and Seligman Quality Municipal
Fund, Inc. two closed-end funds that invest in high quality municipal bonds.

o In 1991 establishes a joint venture with Henderson plc, of London, known as
Seligman Henderson Co., to offer global and international investment products.

o Introduces to the public Seligman Frontier Fund, Inc., a small capitalization
mutual fund.

o Launches Seligman Henderson Global Fund Series, Inc., which today offers five
separate Funds: Seligman Henderson International Fund, Seligman Henderson Global
Smaller Companies Fund, Seligman Henderson Global Technology Fund Seligman
Henderson Global Growth Opportunities Fund and Seligman Henderson Emerging
Markets Growth Fund.

o Launches Seligman Value Fund, Inc., which currently offers two separate Fund:
Seligman Large-Cap Value Fund and Seligman Small-Cap Value Fund.

44
<PAGE>

APPENDIX C

HISTORY OF HENDERSON PLC

Henderson plc's origins can be traced back to the year 1872, when its founder,
Sir Alexander Henderson, joined the London Stock Exchange. In the years that
followed, Sir Alexander and the Henderson brothers began a long tradition of
global investing.

...Prior to 1900:

o Alexander Henderson joins the London Stock Exchange in 1872.

o Invests in railways in South America and Spain, mining and gold interests in
Mexico, Australia, and Chile, and wheat field developments in Canada and the
United States.

o Invests in the Argentine Transandine Railway in 1887. Helps finance the
building of Manchester Ship Canal in England in 1887. Launches TR Smaller
Companies Investment Trust in 1887.

o Launches The Bankers Investment Trust in 1888. Launches Electric and General
Investment Company in 1890. Launches TR City of London Trust in 1891. Helps
finance the building of the Great Central Railway in England in 1894. Alexander
Henderson is elected to British Parliament in 1898.

...1900-1910

o Alexander Henderson is knighted in 1902.

o Finances British Central African Company in 1902 to build railways across
Africa. Launches TR Property Investment Trust in 1905.

o Helps establish the National Bank of Turkey in 1909. Establishes Witan
Investment Company in 1909.

...1910s

o Alexander Henderson achieves peerage as the first Lord Faringdon in 1916.

o Helps establish The British Trade Corporation in 1917, dedicated to developing
international trade for English companies.

...1920-1989

o Presides over the 1922 merger of the Great Central Railway with the London and
North Eastern Railway.

o Henderson Administration, today Henderson plc, is formally incorporated in
1934.

o Henderson is one of the first United Kingdom investors in Occidental Petroleum
in 1959.

o Begins managing a Fund of retail unit trusts in 1974 that are focused on
international markets, including Japan, North America, Europe, and the Pacific.
Today, Henderson manages 22 retail unit trusts, eight exempt unit trusts, and 20
investment trusts.

o Launches the Luxembourg-based Henderson Horizon Funds in 1983, including
European Smaller Companies Fund and Global Bond Fund. Today, Henderson offers 12
Henderson Horizon Funds.

o Henderson is listed on the London Stock Exchange in 1983.

45
<PAGE>

...1990s

o Establishes a joint venture in 1991 with New York-based J. & W. Seligman &
Co., known as Seligman Henderson Co., to offer global investment products.

o Launches Seligman Henderson Global Fund Series, Inc., which today offers five
separate Funds: Seligman Henderson International Fund, Seligman Henderson Global
Smaller Companies Fund, Seligman Henderson Global Technology Fund, Seligman
Henderson Global Growth Opportunities Fund, and Seligman Henderson Emerging
Markets Growth Fund.

o Has been the recipient of Micropal's "Best Investment Trust Manager of the
Year" award for the years 1994, 1995, and 1996.

o In 1998, Henderson plc was aquired by AMP Limited, an Australian life
insurance and financial services company.

46
<PAGE>

PART C. OTHER INFORMATION

ITEM 23. EXHIBITS.

Exhibits: Exhibits listed below have been previously filed and are incorporated
by reference herein, except Exhibits marked with an asterisk (*) which are
incorporated herein and (**) which will be filed by amendment.

(a) Form of Articles of Amendment and Restatement of Articles of
Incorporation of Registrant.*

(b) Amended and Restated By-Laws of Registrant are incorporated by
reference to Registrant's Post-Effective Amendment No. 23, filed on
February 27, 1997.

(c) Specimen Stock Certificates for Class A and Class D Shares with
respect to Seligman Henderson International Fund are incorporated by
reference to Exhibit 4 of the Registrant's Post-Effective Amendment
No. 6, filed on April 23, 1993 and Post-Effective Amendment No. 8,
filed on September 21, 1993. Specimen Stock Certificate for Class B
Shares with respect to Seligman Henderson International Fund is
incorporated by reference to Form SE filed on April 16, 1996.

(c)(1) Specimen Stock Certificates for Class A and Class D Shares with
respect to Seligman Henderson Global Smaller Companies Fund
(formerly, Seligman Henderson Global Emerging Companies Fund) are
incorporated by reference to Exhibit 4a to the Registrant's
Post-Effective Amendment No. 10, filed on August 10, 1992. Specimen
Stock Certificate for Class B Shares with respect to Seligman
Henderson Global Emerging Companies Fund is incorporated by reference
to Form SE filed on April 16, 1996.

(c)(2) Specimen Stock Certificates for Class A and Class D Shares with
respect to Seligman Henderson Global Technology Fund are incorporated
by reference to Exhibit 4b of the Registrant's Post-Effective
Amendment No. 11, filed on May 10, 1994. Specimen Stock Certificate
for Class B Shares with respect to Seligman Henderson Global
Technology Fund is incorporated by reference to Form SE filed on
April 16, 1996.

(c)(3) Specimen Stock Certificates for Class A and Class D Shares with
respect to Seligman Henderson Global Growth Opportunities Fund are
incorporated by reference to Form SE, filed on behalf of the
Registrant on October 30, 1995. Specimen Stock Certificate for Class
B Shares with respect to Seligman Henderson Global Growth
Opportunities Fund is incorporated by reference to Form SE filed on
April 16, 1996.

(c)(4) Specimen Stock Certificates for Class A, Class B and Class D Shares
with respect to Seligman Henderson Emerging Markets Growth Fund are
incorporated by reference to Form SE, filed on behalf of the
Registrant on May 15, 1996.

(c)(5) Additional rights of security holders are set forth in Article FIFTH
and SEVENTH of the Registrant's Articles of Incorporation and
Articles I and IV of Registrant's By-Laws which are filed as Exhibit
1 and Exhibit 2, respectively, of this Post-Effective Amendment No.
23 to the Registrant's Registration Statement on Form N-1A.

(d) Revised Management Agreement between the Registrant and J. & W.
Seligman & Co. Incorporated is incorporated by reference to
Registrant's Post-Effective Amendment No. 21, filed May 20, 1996.

(d)(1) Subadvisory Agreement between the Manager and Henderson Investment
Management Limited.*

(e) Distributing Agreement between the Registrant and Seligman Advisors,
Inc. (formerly, Seligman Financial Services, Inc.) is incorporated
by reference to Exhibit 6 of the Registrant's Post-EffectiveAmendment
No. 17, filed October 27, 1995.

(e)(1) Sales Agreement between Seligman Advisors, Inc. (formerly, Seligman
Financial Services, Inc. ) and Dealers is incorporated by reference
to the Registrant's Post-Effective Amendment No.20,filed on April 19,
1996.

<PAGE>

PART C. OTHER INFORMATION (CONTINUED)

(e)(2) Form of Sales Agreement between Seligman Advisors, Inc. (formerly,
Seligman Financial Services, Inc. ) and Dean Witter Reynolds, Inc.
is incorporated by reference to Exhibit 6b of Registration Statement
No.2-33566, Post-Effective Amendment No. 53, filed on April 28, 1997.

(e)(3) Form of Sales Agreement between Seligman Advisors, Inc. (formerly,
Seligman Financial Services, Inc.) and Dean Witter Reynolds, Inc.
with respect to certain Chilean institutional investors is
incorporated by reference to Exhibit 6c of Registration Statement No.
2-33566, Post-Effective Amendment No. 53, filed on April 28, 1997.

(e)(4) Form of Dealer Agreement between Seligman Advisors, Inc. (formerly,
Seligman Financial Services, Inc.) and Smith Barney Inc. is
incorporated by reference to Exhibit 6d of Registration Statement No.
2-33566, Post-Effective Amendment No. 53, filed on April 28, 1997.

(f) Matched Accumulation Plan of J. & W. Seligman & Co. Incorporated is
incorporated by reference to Exhibit 7 of Registration Statement No.
2-92487, Post-Effective Amendment No. 21, filed on January 29, 1997.

(f)(1) Deferred Compensation Plan for Directors of Seligman Group of Funds
is incorporated by reference to Exhibit 7a of Registration Statement
No. 2-92487, Post-Effective Amendment No. 21, filed on January 29,
1997.

(g) Custody Agreement, dated May 1, 1996, between Registrant and
Chase Manhattan Bank is incorporated by reference to Exhibit 8 of the
Registrant's Post-Effective Amendment No. 22 filed on November 20,
1996.

(h) Recordkeeping Agreement between Registrant and Investors Fiduciary
Trust Company is incorporated by reference to Registrant's
Post-Effective Amendment No. 23, filed on February 27, 1997.

(i) Opinion and Consent of Counsel is incorporated by reference to
Registrant's Post-Effective Amendment No. 23, filed on February 27,
1997.

(j) Consent of Independent Auditors.**

(k) Not applicable.

(l) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson International Fund's Class A and Class D Shares
and J. & W. Seligman & Co. Incorporated is incorporated by reference
to Registrant's Post-Effective Amendment No. 23 filed on February 27,
1997. Form of Purchase Agreement for Initial Capital between
Registrant's Seligman Henderson International Fund's Class B shares
and J. & W. Seligman & Co. Incorporated is incorporated by reference
to Exhibit 13a of the Registrant's Post-Effective Amendment No. 20,
filed on April 19, 1996.

(l)(1) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Smaller Companies Fund's Class D Shares
and J. & W. Seligman & Co. Incorporated is incorporated by reference
to Registrant's Post-Effective Amendment No. 23 filed on February 27,
1997. Form of Purchase Agreement for Initial Capital between
Registrant's Seligman Henderson Global Smaller Companies Fund's
Class B shares and J.& W. Seligman & Co. Incorporated is incorporated
by reference to Exhibit 13b of the Registrant's Post-Effective
Amendment No. 20, filed on April 19, 1996.

(l)(2) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Technology Fund's Class A and D Shares
and J. & W. Seligman & Co. Incorporated is incorporated by reference
to Registrant's Post-Effective Amendment No. 23 filed on February 27,
1997. Form of Purchase Agreement for Initial Capital between
Registrant's Seligman Henderson Global Technology Fund's Class B
shares and J. & W. Seligman & Co. Incorporated is incorporated by
reference to Exhibit 13c of the Registrant's Post-Effective Amendment
No. 20, filed on April 19, 1996.

<PAGE>

PART C. OTHER INFORMATION (CONTINUED)

(l)(3) Form of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Global Growth Opportunities Fund's Class B shares
and J.& W. Seligman & Co. Incorporated is incorporated by reference
to Exhibit 13d of the Registrant's Post-Effective Amendment No. 20,
filed April 19, 1996.

(l)(4) Copy of Purchase Agreement for Initial Capital between Registrant's
Seligman Henderson Emerging Markets Growth Fund Class A, Class B and
Class D Shares and J.& W. Seligman & Co. Incorporated is incorporated
by reference to Registrant's Post-Effective Amendment No. 21, filed
on May 20, 1996.

(m) Administration, Shareholder Services and Distribution Plans for each
of the Seligman Henderson International Fund, the Seligman Henderson
Global Smaller Companies Fund, the Seligman Henderson Global
Technology Fund and the Seligman Henderson Global Growth
Opportunities Fund and amended form of Administration, Shareholder
Services and Distribution Agreement of the Registrant is incorporated
by reference to Exhibit 15 of the Registrant's Post-Effective
Amendment No. 20, filed April 19, 1996.

(m)(1) Administration,Shareholder Services and Distribution Plan of Seligman
Henderson Emerging Markets Growth Fund is incorporated by reference
to Registrant's Post-Effective Amendment No. 21,filed on May 20,1996.

(n) Financial Data Schedules meeting the requirements of Rule 483 under
the Securities Act of 1933.**

(o) Copy of Multiclass Plan entered into by Registrant pursuant to Rule
18f-3 under the Investment Company Act of 1940 is incorporated by
reference to Exhibit 18 of Registrant's Post-Effective Amendment No.
19 filed on March 5, 1996.

Other Exhibits: Powers of Attorney are incorporated by reference to Registrant's
Post-Effective Amendment No. 25 filed on February 26, 1998.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT - None

ITEM 25. INDEMNIFICATION

Reference is made to the provisions of Articles Twelfth and
Thirteenth of Registrant's Amended and Restated Articles of
Incorporation filed as Exhibit 24(b)(1) and Article VII of
Registrant's Amended and Restated By-laws filed as Exhibit 24(b)(2)
to Registrant's Post-Effective Amendment No. 23 to the Registration
Statement.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised by the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER - J.& W.Seligman
& Co. Incorporated (the "Manager") also serves as investment manager
to seventeen other associated investment companies. They are Seligman
Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman
Common Stock Fund, Inc.,Seligman Communications and Information Fund,
Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc.,
Seligman High Income Fund Series, Seligman Income Fund, Inc.,Seligman
Municipal Fund Series, Inc., Seligman Municipal Series Trust,
Seligman New Jersey Municipal Fund, Inc., Seligman Pennsylvania
Municipal Fund Series, Seligman Portfolios, Inc., Seligman Quality
Municipal Fund, Inc., Seligman Select Municipal Fund, Inc., Seligman
Value Fund Series, Inc. and Tri-Continental Corporation.

Henderson Investment Management Limited (the "Subadviser") also
serves as subadviser to the Global Portfolio, the Global Smaller
Companies Portfolio, the Global Technology Portfolio and the Global
Growth Opportunities Portfolio of Seligman Portfolios, Inc.

<PAGE>

PART C. OTHER INFORMATION (CONTINUED)

The Manager and Subadviser each have an investment advisory service
division which provides investment management or advice to private
clients. The list required by this Item 28 of officers and directors
of the Manager and the Subadviser, respectively, together with
information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to
Schedules A and D of Form ADV, filed by the Manager and the
Subadviser, respectively, pursuant to the Investment Advisers Act of
1940 (SEC File No. 801-15798 and SEC File No. 801-55577, filed on
March 25, 1998 and October 15, 1998, respectively).

ITEM 27. PRINCIPAL UNDERWRITERS

(a) The names of each investment company (other than the Registrant)
for which Registrant's principal underwriter currently
distributing securities of the Registrant also acts as a
principal underwriter, depositor or investment adviser follow:

Seligman Capital Fund, Inc., Seligman Cash Management Fund,
Inc., Seligman Common Stock Fund, Inc., Seligman Communications
and Information Fund, Inc., Seligman Frontier Fund, Inc.,
Seligman Growth Fund, Inc., Seligman High Income Fund Series,
Seligman Income Fund, Inc., Seligman Municipal Fund Series,
Inc., Seligman Municipal Series Trust, Seligman New Jersey
Municipal Fund, Inc., Seligman Pennsylvania Municipal Fund
Series, Seligman Portfolios, Inc. and Seligman Value Fund
Series, Inc.

(b) Name of each director, officer or partner of Registrant's
principal underwriter named in response to Item 21:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SELIGMAN ADVISORS, INC.
AS OF NOVEMBER 30, 1998

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices

BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
WILLIAM C. MORRIS* Director Chairman of the Board and

Chief Executive Officer

BRIAN T. ZINO* Director Director and President
RONALD T. SCHROEDER* Director None
FRED E. BROWN* Director Director Emeritus
WILLIAM H. HAZEN* Director None
THOMAS G. MOLES* Director None
DAVID F. STEIN* Director None
STEPHEN J. HODGDON* President None
CHARLES W. KADLEC* Chief Investment Strategist None
LAWRENCE P. VOGEL* Senior Vice President, Finance Vice President
ED LYNCH* Senior Vice President, Director None
of Marketing

JAMES R. BESHER Senior Vice President, None
14000 Margaux Lane Divisional Sales Director
Town & Country, MO 63017

GERALD I. CETRULO, III Senior Vice President of Sales None
140 West Parkway
Pompton Plains, NJ 07444

JONATHAN G. EVANS Senior Vice President of Sales None
222 Fairmont Way
Ft. Lauderdale, FL 33326

T. WAYNE KNOWLES Senior Vice President, None
104 Morninghills Court Divisional Sales Director
Cary, NC 27511

</TABLE>

<PAGE>

PART C. OTHER INFORMATION (CONTINUED)
<S> <C> <C> <C>
SELIGMAN ADVISORS, INC.
AS OF NOVEMBER 30, 1998
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
JOSEPH LAM Senior Vice President, Regional None
Seligman International Inc. Director, Asia
Suite 1133, Central Building
One Pedder Street
Central Hong Kong
BRADLEY W. LARSON Senior Vice President of Sales None
367 Bryan Drive
Alamo, CA 94526
RICHARD M. POTOCKI Senior Vice President, None
Seligman International UK Limited Regional Director, Europe
Berkeley Square House 2nd Floor and the Middle East
Berkeley Square
London, United Kingdom W1X 6EA
BRUCE M. TUCKEY Senior Vice President of Sales None
41644 Chathman Drive
Novi, MI 48375
ANDREW S. VEASEY Senior Vice President of Sales None
14 Woodside
Rumson, NJ 07760
J. BRERETON YOUNG* Senior Vice President, None
National Accounts Manager
PETER J. CAMPAGNA Vice President, Regional Retirement None
1130 Green Meadow Court Plans Manager
Acworth, GA 30102
MATTHEW A. DIGAN* Vice President, Director of Mutual None
Fund Marketing
MASON S. FLINN Vice President, Regional Retirement None
159 Varennes Plans Manager
San Francisco, CA 94133
ROBERT T. HAUSLER* Vice President, Global Funds None
Marketing
MARSHA E. JACOBY* Vice President, Offshore None
Business Manager
WILLIAM W. JOHNSON* Vice President, Order Desk None
MICHELLE L. MCCANN* Vice President, Director of Retirement None
Plans
SCOTT H. NOVAK* Vice President, Director of Insurance None
Products
RONALD W. POND* Vice President, Portfolio Advisor None
TRACY A. SALOMON* Vice President, Retirement None
Marketing Manager
MICHAEL R. SANDERS* Vice President, Product Manager None
Managed Money Services
HELEN SIMON* Vice President, Sales None
Administration Manager
GARY A. TERPENING* Vice President, Director of Business None
Development
CHARLES L. VON BREITENBACH, II* Vice President, Director of None
Managed Money Services

</TABLE>

<PAGE>

PART C. OTHER INFORMATION (CONTINUED)
<S> <C> <C> <C>
SELIGMAN ADVISORS, INC.
AS OF NOVEMBER 30, 1998
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
JOAN M. O'CONNELL Vice President, Regional Retirement None
3707 5th Avenue #136 Plans Manager
San Diego, CA 92103
CHARLES E. WENZEL Vice President, Regional Retirement None
703 Greenwood Road Plans Manager
Wilmington, DE 19807
RICHARD B. CALLAGHAN Regional Vice President None
7821 Dakota Lane
Orland Park, IL 60462
BRADFORD C. DAVIS Regional Vice President None
255 4th Avenue, #2
Kirkland, WA 98033
CHRISTOPHER J. DERRY Regional Vice President None
2380 Mt. Lebanon Church Road
Alvaton, KY 42122
KENNETH J. DOUGHERTY Regional Vice President None
8640 Finlarig Drive
Dublin, OH 43017
EDWARD S. FINOCCHIARO Regional Vice President None
120 Screenhouse Lane
Duxbury, MA 02332
MICHAEL C. FORGEA Regional Vice President None
32 W. Anapamu Street # 186
Santa Barbara, CA 93101
DAVID L. GARDNER Regional Vice President None
2504 Clublake Trail
McKinney, TX 75070
CARLA A. GOEHRING Regional Vice President None
11426 Long Pine
Houston, TX 77077
MICHAEL K. LEWALLEN Regional Vice President None
908 Tulip Poplar Lane
Birmingham, AL 35244
JUDITH L. LYON Regional Vice President None
163 Haynes Bridge Road, Ste 205
Alpharetta, CA 30201
STEPHEN A. MIKEZ Regional Vice President None
11786 E. Charter Oak
Scottsdale, AZ 85259
TIMOTHY L. O'CONNELL Regional Vice President None
14872 Summerbreeze Way
San Diego, CA 92128
THOMAS P. PARNELL Regional Vice President None
5250 Greystone Drive #107
Inver Grove Heights, MN 55077
DAVID K. PETZKE Regional Vice President None
2714 Winding Trail Place
Boulder, CO 80304
NICHOLAS C. ROBERTS Regional Vice President None
200 Broad Street, Apt. 2225
Stamford, CT 06901

</TABLE>

<PAGE>

PART C. OTHER INFORMATION (CONTINUED)
<S> <C> <C> <C>
SELIGMAN ADVISORS, INC.
AS OF NOVEMBER 30, 1998
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
DIANE H. SNOWDEN Regional Vice President None
11 Thackery Lane
Cherry Hill, NJ 08003
EUGENE P. SULLIVAN Regional Vice President None
8 Charles Street, Apt. 603
Baltimore, MD 21201
STEVEN C. WILSON Regional Vice President None
83 Kaydeross Park
Saratoga Springs, NY 12866
KELLI A. WIRTH-DUMSER Regional Vice President None
8618 Hornwood Court
Charlotte, NC 28215
FRANK J. NASTA* Secretary Secretary
AURELIA LACSAMANA* Treasurer None
JEFFREY S. DEAN* Assistant Vice President, Marketing None
SANDRA G. FLORIS* Assistant Vice President, Order Desk None
KEITH LANDRY* Assistant Vice President, Order Desk None
GAIL S. CUSHING* Assistant Vice President, None
National Accounts Manager
ALBERT A. PISANO* Assistant Vice President and None
Compliance Officer
JACK TALVY* Assistant Vice President, Internal None
Marketing Services Manager
JOYCE PERESS* Assistant Secretary Assistant Secretary

* The principal business address of each of these directors and/or officers is
100 Park Avenue, New York, NY 10017.

</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

(1)
Chase Manhattan Bank
1 Pierrepont Plaza
Brooklyn, New York 11201;

(2) Investors Fiduciary Trust Company
801 Pennsylvania
Kansas City, Missouri 64105; AND

(3) Seligman Data Corp.
100 Park Avenue
New York, NY 10017

ITEM 29. MANAGEMENT SERVICES - Not Applicable.
- -------- -------------------

ITEM 30. UNDERTAKINGS - The Registrant undertakes (1) to furnish a
copy of the Registrant's latest annual report, upon request
and without charge, to every person to whom a prospectus is
delivered and (2) if requested to do so by the holders of at
least ten percent of its outstanding shares, to call a meeting
of shareholders for the purpose of voting upon the removal of
a director or directors and to assist in communications with
other shareholders as required by Section 16(c) of the
Investment Company Act of 1940.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, has duly caused this Post-Effective Amendment
No. 26 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 24th day of December, 1998.

SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.

By: /s/ William C. Morris
---------------------------------------
William C. Morris, Chairman

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Post-Effective Amendment No. 26 to its
Registration Statement has been signed below by the following persons in the
capacities indicated on December 24, 1998.

SIGNATURE TITLE
--------- -----
/s/ William C. Morris Chairman of the Board (Principal
-----------------------
William C. Morris* executive officer) and Director

/s/ Brian T. Zino President and Director
-----------------------
Brian T. Zino

/s/ Thomas G. Rose Treasurer (Principal financial and
-----------------------
Thomas G. Rose and accounting officer)

John R. Galvin, Director )
Alice S. Ilchman, Director )
Frank A. McPherson, Director )
John E. Merow, Director ) /s/ Brian T. Zino
---------------------------------------
Betsy S. Michel, Director ) Brian T. Zino, Attorney-in-fact*
James C. Pitney, Director )
James Q. Riordan, Director )
Richard R. Schmaltz, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )

<PAGE>

SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
POST-EFFECTIVE AMENDMENT NO. 26

EXHIBIT INDEX

FORM N-1A ITEM NO. DESCRIPTION

99.B1 Articles of Amendment and Restatement

99.B5 Subadvisory Agreement between the Manager and Henderson
Investment Management Limited.

[The text of this Exhibit is a composite restatement of all charter
documents of the Registrant currently on file with the State Department
of Assessments and Taxation of the State of Maryland (the "Filed
Documents"). For clarity of presentation, each of the Seligman
Henderson International Fund Class, the Seligman Henderson Emerging
Markets Growth Fund Class, the Seligman Henderson Global Growth
Opportunities Fund Class, the Seligman Henderson Global Smaller
Companies Fund Class and the Seligman Henderson Global Technology Fund
Class is referred to in this restatement as a "Series" although in the
Filed Documents each is referred to as a "Class".]

ARTICLES OF AMENDMENT AND RESTATEMENT

ARTICLES OF INCORPORATION

SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.

FIRST: I, the subscriber, Linda A. Mahon, whose post office
address is 130 Liberty Street, New York, New York 10006, being more than 18
years of age, do, under and by virtue of the General Laws of the State of
Maryland authorizing the formation of corporations, form a corporation.

SECOND: NAME. The name of the corporation (which is
hereinafter called the "Corporation") is

SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.

THIRD: PURPOSES AND POWERS. The purposes for which the
Corporation is formed and the business or objects to be carried on or promoted
by it are to engage in the business of an investment company, and in connection
therewith, to hold part or all of its funds in cash, to acquire by purchase,
subscription, contract, exchange or otherwise, and to own, hold for investment,
resale or otherwise, sell, assign, negotiate, exchange, transfer or otherwise
dispose of, or turn to account or realize upon, and generally to deal in and
with, all forms of stocks, bonds, debentures, notes, evidences of interest,
evidences of indebtedness, warrants, certificates of deposit, bankers'
acceptances, repurchase agreements, options on securities and other securities,
commodity futures contracts and options thereon, irrespective of their form, the
name by which they may be described, or the character or form of the entities by
which they are issued or created (hereinafter sometimes called "Securities"),
and to make payment therefor by any lawful means; to exercise any and all
rights, powers and privileges of individual ownership or interest in respect of
any and all such Securities, including the right to vote thereon and to consent
and otherwise act with respect thereto; to do any and all acts and things for
the preservation, protection, improvement and enhancement in value of any and
all such Securities; to acquire or become interested in any such Securities as
aforesaid, irrespective of whether or not such Securities be fully paid or
subject to further payments, and to make payments thereon as called for or in
advance of calls or otherwise;

<PAGE>

And, in general, to do any or all such other things in
connection with the objects and purposes of the Corporation hereinbefore set
forth, as are, in the opinion of the Board of Directors of the Corporation,
necessary, incidental, relative or conducive to the attainment of such objects
and purposes; and to do such acts and things; and to exercise any and all such
powers to the same extent authorized or permitted to a Corporation under any
laws that may be now or hereafter applicable or available to the Corporation.

In addition, the Corporation may issue, sell, acquire through
purchase, exchange, or otherwise hold, dispose of, resell, transfer, reissue or
cancel shares of its capital stock in any manner and to the extent now or
hereafter permitted by the laws of Maryland and by these Articles of
Incorporation.

The foregoing matters shall each be construed as purposes,
objects and powers, and none of such matters shall be in any wise limited by
reference to, or inference from, any other of such matters or any other Article
of these Articles of Incorporation, but shall be regarded as independent
purposes, objects and powers and the enumeration of specific purposes, objects
and powers shall not be construed to limit or restrict in any manner the meaning
of general terms or the general powers of the Corporation now or hereafter
conferred by the laws of the State of Maryland, nor shall the expression of one
thing be deemed to exclude another, although it be of like nature, not
expressed.

Nothing herein contained shall be construed as giving the
Corporation any rights, powers or privileges not permitted to it by law.

FOURTH: PRINCIPAL OFFICE. The post office address of the
principal office of the Corporation in this State is c/o The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202. The resident agent of
the Corporation is The Corporation Trust Incorporated, the post office address
of which is 32 South Street, Baltimore, Maryland 21202. Said resident agent is a
Corporation of the State of Maryland.

FIFTH: CAPITAL STOCK. A. The total number of shares of
all classes of stock which the Corporation has authority to issue is
2,000,000,000 shares of common stock ("Shares") of the par value of $.001 each
having an aggregate par value of $2,000,000.00. The Shares shall initially
constitute five series known as:

"Seligman Henderson International Fund Class", consisting of
400,000,000 shares;

"Seligman Henderson Emerging Markets Growth Fund Class", consisting of
400,000,000 shares;

"Seligman Henderson Global Growth Opportunities Fund Class", consisting of
400,000,000 shares;

"Seligman Henderson Global Smaller Companies Fund Class", consisting of
400,000,000 shares; and

"Seligman Henderson Global Technology Fund Class", consisting of
400,000,000 shares

(such five series, together with any further series of Shares from time to time
created by the Board of Directors, being herein referred to as "Series"). The
Board of Directors of the Corporation shall have the power and authority to
further classify or reclassify any unissued shares from time to time by setting

<PAGE>

or changing the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of such unissued Shares. Upon the creation of any
further series, the Board of Directors shall, for purposes of identification,
also have the power and authority to designate a name for the existing series
that includes issued Shares of Common Stock.

B. A description of the relative preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of all Series of Shares is
as follows, unless otherwise set forth in Articles Supplementary filed with the
Maryland State Department of Assessments and Taxation describing any further
Series from time to time created by the Board of Directors:

(i) ASSETS BELONGING TO SERIES. All consideration received by
the Corporation for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any reinvestment
of such proceeds in whatever form the same may be, shall irrevocably
belong to that Series for all purposes, subject only to the rights of
creditors, and shall be so recorded upon the books of the account of
the Corporation. Such consideration, assets, income, earnings, profits
and proceeds, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds, in whatever form the same may be,
together with any General Items (as hereinafter defined) allocated to
that Series as provided in the following sentence, are herein referred
to as "assets belonging to" that Series. In the event that there are
any assets, income, earnings, profits or proceeds thereof, funds or
payments which are not readily identifiable as belonging to any
particular Series (collectively "General Items"), the Board of
Directors shall allocate such General Items to and among any one or
more of the Series created from time to time in such manner and on such
basis as it, in its sole discretion, deems fair and equitable; and any
General Items so allocated to a particular Series shall belong to that
Series. Each such allocation by the Board of Directors shall be
conclusive and binding upon the stockholders of all Series for all
purposes.

(ii) LIABILITIES BELONGING TO SERIES. The assets belonging to
each particular Series shall be charged with the liabilities of the
Corporation in respect of that Series and with all expenses, costs,
charges and reserves attributable to that Series, and shall be so
recorded upon the books of account of the Corporation. Such
liabilities, expenses, costs, charges and reserves, together with any
General Items (as hereinafter defined) allocated to that Series as
provided in the following sentence, so charged to that Series are
herein referred to as "liabilities belonging to" that Series. In the
event there are any general liabilities, expenses, costs, charges or
reserves of the Corporation which are not readily identifiable as
belonging to any particular Series (collectively "General Items"), the
Board of Directors shall allocate and charge such General Items to and
among any one or more of the Series created from time to time in such
manner and on such basis as the Board of Directors in its sole
discretion deems fair and equitable; and any General Items so allocated
and charged to a particular Series shall belong to that Series. Each
such allocation by the Board of Directors shall be conclusive and
binding upon the stockholders of all Series for all purposes.

<PAGE>

(iii) DIVIDENDS. Dividends and distributions on Shares of a
particular Series may be paid to the holders of Shares of that Series
at such times, in such manner and from such of the income and capital
gains, accrued or realized, from the assets belonging to that Series,
after providing for actual and accrued liabilities belonging to that
Series, as the Board of Directors may determine.

(iv) LIQUIDATION. In event of the liquidation or dissolution
of the Corporation, the stockholders of each Series that has been
created shall be entitled to receive, as a Series, when and as declared
by the Board of Directors, the excess of the assets belonging to that
Series over the liabilities belonging to that Series. The assets so
distributable to the stockholders of any particular Series shall be
distributed among such stockholders in proportion to the number of
Shares of that Series held by them and recorded on the books of the
Corporation.

(v) VOTING. On each matter submitted to vote of the
stockholders, each holder of a Share shall be entitled to one vote for
each such Share standing in his name on the books of the Corporation
irrespective of the Series thereof and all Shares of all Series shall
vote as a single class ("Single Series Voting"); provided, however,
that (a) as to any matter with respect to which a separate vote of any
Series is required by the Investment Company Act of 1940 or would be
required under the Maryland General Corporation Law, such requirements
as to a separate vote by that Series shall apply in lieu of Single
Series Voting as described above; (b) in the event that the separate
vote requirements referred to in (a) above apply with respect to one or
more Series, then, subject to (c) below, the Shares of all other Series
shall vote as a single class; and (c) as to any matter which does not
affect the interest of a particular Series, only the holders of Shares
of the one or more affected Series shall be entitled to vote.

(vi) EQUALITY. All Shares of each particular Series shall
represent an equal proportionate interest in the assets belonging to
that Series (subject to the liabilities belonging to that Series), and
each Share of any particular Series shall be equal to each other Share
of that Series; but the provisions of this sentence shall not restrict
any distinctions permissible under these Articles of Incorporation that
may exist with respect to stockholder elections to receive dividends or
distributions in cash or Shares of the same Series or that may
otherwise exist with respect to dividends and distributions on Shares
of the same Series.

C. No holder of shares shall be entitled as such, as a matter
of right, to purchase or subscribe for any part of any new or additional issue
of shares or securities of the Corporation.

All shares now or hereafter authorized, and of any Series,
shall be "subject to redemption" and "redeemable", in the sense used in the
General Laws of the State of Maryland authorizing the formation of corporations,
at the redemption or repurchase price for shares of that Series, determined in
the manner set out in these Articles of Incorporation or in any amendment
thereto. In the absence of any contrary specification as to the purpose for
which Shares are repurchased by it, all Shares so repurchased shall be deemed to
be "acquired for retirement" in the sense contemplated by the laws of the State
of Maryland. Shares retired by repurchase or retired by redemption shall
thereafter have the status of authorized but unissued Shares of the Corporation.

All persons who shall acquire Shares shall acquire the same
subject to the provisions of these Articles of Incorporation.

4
<PAGE>

D. The terms of each Series as further set by the Board of
Directors are as follows:

(1) The common stock of each Series shall have three
sub-classes of shares, which shall be designated Class A Common Stock Class B
Common Stock and Class D Common Stock. The number of authorized shares of Class
A Common Stock, of Class B Common Stock and of Class D Common Stock of each
Series shall each consist of the sum of x and y where: x equals the issued and
outstanding shares of such sub-class; and y equals one-third of the authorized
but unissued shares of Common Stock of all sub-classes of that particular class;
PROVIDED that at all times the aggregate authorized, issued and outstanding
shares of Class A, Class B and Class D Common Stock of a particular Series shall
not exceed the authorized number of shares of Common Stock of that Series (i.e.,
500,000,000 shares of common stock for each Series, except the Seligman
Henderson International Fund Class which consists of 400,000,000 shares of
common stock and the Seligman Henderson Emerging Markets Growth Fund Class which
consists of 100,000,000 shares of common stock, until changed by further action
of the Board of Directors in accordance with Section 2-208.1 of the Maryland
General Corporation Law or a successor provision); and, in the event application
of the formula above would result, at any time, in fractional shares, the
applicable number of authorized shares of each sub-class shall be rounded down
to the nearest whole number of shares of such sub-class. Any sub-class of common
stock of a Series shall be referred to herein individually as a "Class" and
collectively, together with any further sub-class or sub-classes from time to
time established, as the "Classes."

(2) All Classes shall represent the same interest in the
Corporation and have identical voting, dividend, liquidation, and other rights;
provided, however, that notwithstanding anything in the charter of the
Corporation to the contrary:

(a) Class A Shares may be subject to such front-end
sales loads as may be established by the Board of Directors
from time to time in accordance with the Investment Company
Act of 1940, as amended (the "Investment Company Act") and
applicable rules and regulations of the National Association
of Securities Dealers, Inc. (the "NASD").

(b) Class B shares may be subject to such contingent
deferred sales charges as may be established from time by time
by the Board of Directors in accordance with the Investment
Company Act and applicable rules and regulations of the NASD.
Subject to subsection (e) below, each Class B share shall
convert automatically into Class A shares on the last business
day of the month that precedes the eighth anniversary of the
date of issuance of such class B shares; such conversion shall
be effected on the bases of the relative net asset values of
Class B shares and Class A shares as determined by the
Corporation on the date of conversion.

(c) Class D shares may be subject to such contingent
deferred sales charge as may be established from time to time
by the Board of Directors in accordance with the Investment
Company Act and applicable rules and regulations of the NASD.

(d) Expenses related solely to a particular Class
(including, without limitation, distribution expenses under a
Rule 12b-1 plan and administrative expenses under an
administration or service agreement, plan or other
arrangement, however

<PAGE>

designated, which may differ between the Classes) shall be
borne by that Class and shall be appropriately reflected
(in the manner determined by the Board of Directors)in the net
asset value, dividends, distribution and liquidation rights of
the shares of that Class.

(e) At such time as shall be permitted under the
Investment Company Act, any applicable rules and regulations
thereunder and the provisions of any exemptive order
applicable to the Corporation, and as may be determined by the
Board of Directors and disclosed in the then current
prospectus for a Series, shares of a particular Class of a
Series may be automatically converted into shares of another
Class of a Series; provided, however, that such conversion
shall be subject to the continuing availability of an opinion
of counsel to the effect that such conversion does not
constitute a taxable event under federal income tax law. The
Board of Directors, in its sole discretion, may suspend any
conversion rights if such opinion is no longer available.

(f) As to any matter with respect to which a separate
vote of any Class of a Series is required by the Investment
Company Act or by the Maryland General Corporation Law
(including, without limitation, approval of any plan,
agreement or other arrangement referred to in subsection (c)
above), such requirement as to a separate vote by that Class
of a Series shall apply, and, if permitted by the Investment
Company Act or any rules, regulations or orders thereunder
and the Maryland General Corporation Law, the Classes shall
vote together as a single Class on any such matter that shall
have the same effect on each such Class. As to any matter
that does not affect the interest of a particular Class, only
the holders of shares of the affected Class shall be entitled
to vote.

SIXTH: DIRECTORS. The initial number of directors of the
Corporation shall be two, and the names of those who shall act as such until the
first annual meeting and until their successors are elected and qualified are as
follows: William C. Morris and Ronald T. Schroeder. The number of directors may
be changed from time to time in such lawful manner as the By-Laws of the
Corporation shall provide. Unless otherwise provided by the By-Laws of the
Corporation, the directors of the Corporation need not be stockholders.

SEVENTH: PROVISIONS FOR DEFINING, LIMITING AND REGULATING
THE POWERS OF THE CORPORATION, DIRECTORS AND STOCKHOLDERS.

A. BOARD OF DIRECTORS. The Board of Directors shall have the
general management and control of the business and property of the Corporation,
and may exercise all the powers of the Corporation, except such as are by
statute or by these Articles of Incorporation or by the By-Laws conferred upon
or reserved to the stockholders. In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is hereby empowered:

1. To authorize the issuance and sale, from time to time, of
Shares of any Series whether for cash at not less than the par value
thereof or for such other consideration as the Board of Directors may
deem advisable, in the manner and to the extent now or hereafter
permitted by the laws of Maryland; provided, however, the consideration
(or the value thereof as determined by the Board of Directors) per
share to be received by the Corporation upon the sale of shares of any
Series (including treasury Shares) shall not be less than the net asset
value

<PAGE>

(determined as provided in Article NINTH hereof)per Share of that Series
outstanding at the time (determined by the Board of Directors) as
of which the computation of such net asset value shall be made.

2. To authorize the execution and performance by the
Corporation of an agreement or agreements, which may be exclusive
contracts, with Seligman Financial Services, Inc., a Delaware
corporation, or any other person, as distributor, providing for the
distribution of Shares of any Series.

3. To specify, in instances in which it may be desirable, that
Shares of any Series repurchased by the Corporation are not acquired
for retirement and to specify the purposes for which such Shares are
repurchased.

4. To authorize the execution and performance by the
Corporation of an agreement or agreements with J. & W. Seligman & Co.
Incorporated, a Delaware corporation, or any successor to the
corporation ("Seligman") providing for the investment and other
operations of the Corporation.

The Corporation may in its By-Laws confer powers on the Board
of Directors in addition to the powers expressly conferred by statute.

B. QUORUM; ADJOURNMENT; MAJORITY VOTE. The presence in person
or by proxy of the holders of one-third of the Shares of all Series issued and
outstanding and entitled to vote thereat shall constitute a quorum for the
transaction of any business at all meetings of the shareholders except as
otherwise provided by law or in these Articles of Incorporation and except that
where the holders of Shares of any Series are entitled to a separate vote as a
Series (a "Separate Series") or where the holders of Shares of two or more (but
not all) Series are required to vote as a single Series (a "Combined Series"),
the presence in person or by proxy of the holders of one-third of the Shares of
that Separate Series or Combined Series, as the case may be, issued and
outstanding and entitled to vote thereat shall constitute a quorum for such
vote. If, however, a quorum with respect to all Series, a Separate Series or a
Combined Series, as the case may be, shall not be present or represented at any
meeting of the shareholders, the holders of a majority of the Shares of all
Series, such Separate Series or such Combined Series, as the case may be,
present in person or by proxy and entitled to vote shall have power to adjourn
the meeting from time to time as to all Classes, such Separate Class or such
Combined Class, as the case may be, without notice other than announcement at
the meeting, until the requisite number of Shares entitled to vote at such
meeting shall be present. At such adjourned meeting at which the requisite
number of Shares entitled to vote thereat shall be represented any business may
be transacted which might have been transacted at the meeting as originally
notified. The absence from any meeting of stockholders of the number of Shares
in excess of one-third of the Shares of all Series or of the affected Series, as
the case may be, which may be required by the laws of the State of Maryland, the
Investment Company Act of 1940 or any other applicable law, these Articles of
Incorporation, for action upon any given matter shall not prevent action of such
meeting upon any other matter or matters which may properly come before the
meeting, if there shall be present thereat, in person or by proxy, holders of
the number of Shares required for action in respect of such other matter or
matters. Notwithstanding any provision of law requiring any action to be taken
or authorized by the holders of a greater proportion than a majority of the
Shares of all Series or of the Shares of a particular Series, as the case may
be, entitled to vote thereon, such action shall be valid and effective if taken
or authorized by the

<PAGE>

affirmative vote of the holders of a majority of the Shares of all Series or of
such Series, as the case may be, outstanding and entitled to vote thereon.

EIGHTH: REDEMPTIONS AND REPURCHASES.

A. The Corporation shall under some circumstances redeem, and
may under other circumstances redeem or repurchase, Shares as follows:

1. OBLIGATION OF THE CORPORATION TO REDEEM SHARES. Each holder
of Shares of any Series shall be entitled at his option to require the
Corporation to redeem all or any part of the Shares of that Series
owned by such holder, upon written or telegraphic request to the
Corporation or its designated agent, accompanied by surrender of the
certificate or certificates for such shares, or such other evidence of
ownership as shall be specified by the Board of Directors, for the
proportionate interest per Share in the assets of the Corporation
belonging to that Class, or the cash equivalent thereof (being the net
asset value per Share of that Series determined as provided in Article
NINTH hereof less the amount of any applicable contingent deferred
sales load payable on such redemption), subject to and in accordance
with the provisions of paragraph B of this Article.

2. RIGHT OF THE CORPORATION TO REDEEM SHARES. In addition the
Board of Directors may, from time to time in its discretion, authorize
the Corporation to require the redemption of all or any part of the
outstanding Shares of any Series, for the proportionate interest per
Share in the assets of the Corporation belonging to that Series, or the
cash equivalent thereof (being the net asset value per Share of that
Series determined as provided in Article NINTH hereof), subject to and
in accordance with the provisions of paragraph B of this Article, upon
the sending of written notice thereof to each stockholder any of whose
Shares are so redeemed and upon such terms and conditions as the Board
of Directors shall deem advisable.

3. RIGHT OF THE CORPORATION TO REPURCHASE SHARES. In addition
the Board of Directors may, from time to time in its discretion,
authorize the officers of the Corporation to repurchase Shares of any
Series, either directly or through an agent, subject to and in
accordance with the provisions of paragraph B of this Article. The
price to be paid by the Corporation upon any such repurchase shall be
determined, in the discretion of the Board of Directors, in accordance
with any provision of the Investment Company Act of 1940 or any rule or
regulation thereunder, including any rule or regulation made or adopted
pursuant to Section 22 of the Investment Company Act of 1940 by the
Securities and Exchange Commission or any securities association
registered under the Securities and Exchange Act of 1934.

B. The following provisions shall be applicable with respect
to redemptions and repurchases of Shares of any Series pursuant to paragraph A
hereof:

1. The time as of which the net asset value per Share of a
particular Series applicable to any redemption pursuant to subparagraph
A(1) or A(2) of this Article shall be computed shall be such time as
may be determined by or pursuant to the direction of the Board of
Directors (which time may differ from Class to Class).

8
<PAGE>

2. Certificates for Shares of any Series to be redeemed or
repurchased shall be surrendered in proper form for transfer, together
with such proof of the authenticity of signatures as may be required by
resolution of the Board of Directors.

3. Payment of the redemption or repurchase price by the
Corporation or its designated agent shall be made in cash within seven
days after the time used for determination of the redemption or
repurchase price, but in no event prior to delivery to the Corporation
or its designated agent of the certificate or certificates for the
Shares of the particular Series so redeemed or repurchased, or of such
other evidence of ownership as shall be specified by the Board of
Directors; except that any payment may be made in whole or in part in
securities or other assets of the Corporation belonging to that Series
if, in the event of the closing of the New York Stock Exchange or the
happening of any event at any time prior to actual payment which makes
the liquidation of Securities in orderly fashion impractical or
impossible, the Board of Directors shall determine that payment in cash
would be prejudicial to the best interests of the remaining
stockholders of that Series. In making any such payment in whole or in
part in Securities or other assets of the Corporation belonging to that
Series, the Corporation shall, as nearly as may be practicable, deliver
Securities or other assets of a gross value (determined in the manner
provided in Article NINTH hereof) representing the same proportionate
interest in the Securities and other assets of the Corporation
belonging to that Series as is represented by the Shares of that Class
so to be paid for. Delivery of the Securities included in any such
payment shall be made as promptly as any necessary transfers on the
books of the several corporations whose Securities are to be delivered
may be made.

4. The right of the holder of Shares of any Series redeemed or
repurchased by the Corporation as provided in this Article to receive
dividends thereon and all other rights of such holder with respect to
such Shares shall forthwith cease and terminate from and after the time
as of which the redemption or repurchase price of such Shares has been
determined (except the right of such holder to receive (a) the
redemption or repurchase price of such Shares from the Corporation or
its designated agent, in cash and/or in securities or other assets of
the Corporation belonging to that Class, and (b) any dividend to which
such holder had previously become entitled as the record holder of such
Shares on the record date for such dividend, and, with respect to
Shares otherwise entitled to vote, except the right of such holder to
vote at a meeting of stockholders such Shares owned of record by him on
the record date for such meeting).

NINTH: DETERMINATION OF NET ASSET VALUE. For the purposes
referred to in Articles SEVENTH and EIGHTH hereof the net asset value per Share
of any Series shall be determined by or pursuant to the direction of the Board
of Directors in accordance with the following provisions:

A. Such net asset value per Share of a particular Series
on any day shall be computed as follows:

The net asset value per Share of that Series shall be the
quotient obtained by dividing the "net value of the assets" of the
Corporation belonging to that Series by the total number of Shares of
that Class at the time deemed to be outstanding (including Shares sold
whether paid for and issued or not, and excluding Shares redeemed or
repurchased on the basis of previously determined values, whether paid
for, received and held in treasury, or not).

<PAGE>

The "net value of the assets" of the Corporation belonging to
a particular Series shall be the "gross value" of the assets belonging
to that Series after deducting the amount of all expenses incurred and
accrued and unpaid belonging to that Series, such reserves belonging to
that Class as may be set up to cover taxes and any other liabilities,
and such other deductions belonging to that Series as in the opinion of
the officers of the Corporation are in accordance with accepted
accounting practice.

The "gross value" of the assets belonging to a particular
Series shall be the amount of all cash and receivables and the market
value of all Securities and other assets held by the Corporation and
belonging to that Series at the time as of which the determination is
made. Securities held shall be valued at market value or, in the
absence of readily available market quotations, at fair value, both as
determined pursuant to methods approved by the Board of Directors and
in accordance with applicable statutes and regulations.

B. The Board of Directors is empowered, in its absolute
discretion, to establish other methods for determining such net asset value
whenever such other methods are deemed by it to be necessary or desirable and
are consistent with the provisions of the Investment Company Act of 1940 and the
rules and regulations thereunder.

TENTH: DETERMINATION BINDING. Any determination made by or
pursuant to the direction of the Board of Directors in good faith, and so far as
accounting matters are involved in accordance with accepted accounting practice,
as to the amount of the assets, obligations or liabilities of the Corporation
belonging to any Series, as to the amount of the net income of the Corporation
belonging to any Series for any period or amounts that are any time legally
available for the payment of dividends of shares of any Series, as to the amount
of any reserves or charges set up with respect to any Series and the propriety
thereof, as to the time of or purpose for creating any reserves or charges with
respect to any Series, as to the use, alteration or cancellation of any reserves
or charges with respect to any Series (whether or not any obligation or
liability for which such reserves or charges shall have been created or shall
have been paid or discharged or shall be then or thereafter required to be paid
or discharged), as to the price or closing bid or asked price of any security
owned or held by the Corporation and belonging to any Series, as to the market
value of any security or fair value of any other asset owned by the Corporation
and belonging to any Series, as to the number of Shares of any Series
outstanding or deemed to be outstanding, as to the impracticability or
impossibility of liquidating Securities in orderly fashion, as to the extent to
which it is practicable to deliver the proportionate interest in the Securities
and other assets of the Corporation belonging to any Series represented by any
Shares belonging to any Series redeemed or repurchased in payment for any such
Shares, as to the method of payment for any such Shares redeemed or repurchased,
or as to any other matters relating to the issue, sale, redemption, repurchase,
and/or other acquisition or disposition of Securities or Shares of the
Corporation shall be final and conclusive and shall be binding upon the
Corporation and all holders of Shares of all Series past, present and future,
and Shares of all Series are issued and sold on the condition and understanding
that any and all such determinations shall be binding as aforesaid. No provision
of these Articles of Incorporation shall be effective to (a) bind any person to
waive compliance with any provision of the Securities Act of 1933 or the
Investment Company Act of 1940 or of any valid rule, regulation or order of the
Securities and Exchange Commission thereunder, or (b) protect or purport to
protect any director or officer of the Corporation against any liability to the
Corporation or its

<PAGE>

security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

ELEVENTH: LIABILITIES OF DIRECTOR OR OFFICER. A director or
officer of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a Director or
Officer, except to the extent such exemption from liability or limitation
thereof is not permitted by law (including the Investment Company Act of 1940 as
currently in effect or as the same may hereafter be amended).

No amendment, modification or repeal of this Article ELEVENTH
shall adversely affect any right or protection of a Director or Officer that
exists at the time of such amendment, modification or repeal.

TWELFTH: INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.
The Corporation shall indemnify to the fullest extent permitted by law
(including the Investment Company Act of 1940 as currently in effect or as the
same may hereafter be amended) any person made or threatened to be made a party
to any action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a Director, Officer or employee of the Corporation or
serves or served at the request of the Corporation any other enterprise as a
Director, Officer or employee. To the fullest extent permitted by law (including
the Investment Company Act of 1940 as currently in effect or as the same may
hereafter be amended), expenses incurred by any such person in defending any
such action, suit or proceeding shall be paid or reimbursed by the Corporation
promptly upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation. The rights provided to any person by this
Article shall be enforceable against the Corporation by such person who shall be
presumed to have relied upon it in serving or continuing to serve as a Director,
Officer or employee as provided above. No amendment of this Article TWELFTH
shall impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Article TWELFTH, the
term "Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
Director, Officer or employee of the Corporation which imposes duties on, or
involves services by, such Director, Officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to any employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.

THIRTEENTH: AMENDMENTS. The Corporation reserves the right to
take any lawful action and to make any amendment of these Articles of
Incorporation, including the right to make any amendment which changes the terms
of any Shares of any Series now or hereafter authorized by classification,
reclassification, or otherwise, and to make any amendment authorizing any sale,
lease, exchange or transfer of the property and assets of the Corporation or
belonging to any Series as an entirety, or substantially as an entirety, with or
without its good will and franchise, if a majority of all the Shares of all
Series or of the affected Series, as the case may be, at the time issued and
outstanding

<PAGE>

and entitled to vote, vote in favor of any such action or amendment, or consent
thereto in writing, and reserves the right to make any amendment of these
Articles of Incorporation in any form, manner or substance now or hereafter
authorized or permitted by law.

I acknowledge this document to be my act, and state under
penalties of perjury that with respect to all matters and facts therein, to the
best of my knowledge, information and belief such matters and facts are true in
all material respects.

DATE: November 21, 1991 BY: /s/ LINDA A. MAHON
---------------------- ------------------------

-12-

SUBADVISORY AGREEMENT

SUBADVISORY AGREEMENT, dated April 28, 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-annually 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.

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

<PAGE>

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 gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Agreement; PROVIDED,
HOWEVER, that the Subadviser shall be liable for any loss arising out of any act
or omission of the Subadviser that results, directly or indirectly, in an error
in the net asset value of any series of the Corporation.

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.

(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

<PAGE>

Subadviser shall deem appropriate in order to carry out the policy with respect
to allocation of portfolio transactions as set forth in the Registration
Statement and Prospectus(es) of the Corporation or as the Board of Directors of
the Corporation may direct from time to time. In providing the Corporation with
investment management and supervision, it is recognized that the Subadviser will
seek the most favorable price and execution, and, consistent with such policy,
may give consideration to the research, statistical and other services furnished
by brokers or dealers to the Subadviser for its use, to the general attitude of
brokers or dealers toward investment companies and their support of them, and to
such other considerations as the Board of Directors of the Corporation may
direct or authorize from time to time.

Notwithstanding the above, it is understood that it is
desirable for the Corporation that the Subadviser have access to supplemental
investment and market research and security and economic analysis provided by
brokers who execute brokerage transactions at a higher cost to the Corporation
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and execution. Therefore, the Subadviser is
authorized to place orders for the purchase and sale of securities of the
Corporation with such brokers, subject to review by the Corporation's Board of
Directors from time to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such brokers may be
useful to the Subadviser in connection with its services to other clients as
well as the Corporation.

If, in connection with purchases and sales of securities for
the Corporation, the Subadviser may, without material risk, arrange to receive a
soliciting dealer's fee or other underwriter's or dealer's discount or
commission, the Subadviser shall, unless otherwise directed by the Board of
Directors of the Corporation, obtain such fee, discount or commission and the
amount thereof shall be applied to reduce the compensation to be received by the
Subadviser pursuant to Section 3 hereof.

Nothing herein shall prohibit the Board of Directors of the
Corporation from approving the payment by the Corporation of additional
compensation to others for consulting services, supplemental research and
security and economic analysis.

5. TERM OF AGREEMENT. This Agreement shall 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.

<PAGE>

6. AMENDMENTS. This Agreement may be amended by consent of the
parties hereto provided that the consent of the Corporation is obtained in
accordance with the requirements of the 1940 Act.

7. MISCELLANEOUS. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. Anything herein
to the contrary notwithstanding, this Agreement shall not be construed to
require, or to impose any duty upon, either of the parties to do anything in
violation of any applicable laws or regulations.

IN WITNESS WHEREOF, the Manager and the Subadviser have caused
this Agreement to be executed BY their duly authorized officers as of the date
first above written.

J. & W. SELIGMAN & CO. INCORPORATED

By_____________________________________

HENDERSON INVESTMENT MANAGEMENT LIMITED

By_____________________________________