<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, New York 10017
Toll-Free Telephone: (800) 221-2450
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 1998
To the Shareholders:
A Special Meeting of Shareholders (the "Meeting") of each Series of Seligman
Henderson Global Fund Series, Inc., a Maryland corporation (the "Fund"), will
be held at the Grand Hyatt Hotel, 42nd Street and Lexington Avenue, New York,
New York on June 30, 1998 at 10:00 A.M., for the following purposes:
(1) To elect twelve Directors;
(2) To act on a proposal to ratify the selection of Deloitte & Touche
llp as auditors of the Fund for 1998;
(3) To approve or disapprove new Subadvisory Agreements for each Series
of the Fund between J. & W. Seligman & Co. Incorporated (the "Manag-
er") and Seligman Henderson Co., such agreements to be identical to
the prior subadvisory agreements in all respects except as to their
commencement dates and termination dates;
(4) To approve or disapprove a new Subadvisory Agreement for each Series
of the Fund between the Manager and Henderson Investment Management
Limited, such agreement to become effective upon termination of the
Subadvisory Agreements referred to in proposal (3); and
(5) To transact such other business as may properly come before the
Meeting or any adjournment thereof;
all as set forth in the Proxy Statement accompanying this Notice.
The approval of Proposals 3 and 4 by the shareholders of a Series will not
result in any increase in the aggregate fees payable by the Series.
The close of business on April 30, 1998 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at,
the Meeting or any adjournment thereof.
By order of the Board of
Directors,
/s/ Frank Nasta
Secretary
Dated: New York, New York, May , 1998
------------
YOUR VOTE IS IMPORTANTNO MATTER HOW MANY SHARES YOU OWN.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOIDTHE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY PROMPTLY.A PROXY WILL NOT BE REQUIRED FOR ADMISSION TO
THE MEETING.
<PAGE>
May , 1998
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 PARK AVENUE, NEW YORK, NEW YORK 10017
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 1998
This Proxy Statement is furnished to you in connection with the solicitation
of Proxies by the Board of Directors of Seligman Henderson Global Fund Series,
Inc. (the "Fund") to be used at the Special Meeting of Shareholders (the
"Meeting") to be held at the Grand Hyatt Hotel, 42nd Street and Lexington Ave-
nue, New York, New York on June 30, 1998.
The Fund offers five separate Series, each of which is a separate pool of
assets constituting, in effect, a separate fund with its own investment objec-
tives and policies. The names of the five Series are Seligman Henderson Inter-
national Fund (the "International Fund"), Seligman Henderson Emerging Markets
Growth Fund (the "Emerging Markets Growth Fund"), Seligman Henderson Global
Growth Opportunities Fund (the "Global Growth Opportunities Fund"), Seligman
Henderson Global Smaller Companies Fund (the "Global Smaller Companies Fund"),
and Seligman Henderson Global Technology Fund ("Global Technology Fund").
This Proxy Statement relates to four proposals: (i) the election of twelve
Directors, (ii) the ratification of the selection of auditors for the Fund,
(iii) the approval of new Subadvisory Agreements for each Series of the Fund
between J. & W. Seligman & Co. Incorporated (the "Manager") and Seligman Hen-
derson Co. and (iv) the approval of a new Subadvisory Agreement for each Se-
ries of the Fund between the Manager and Henderson Investment Management Lim-
ited. Proposals 1 and 2 will be voted upon by the shareholders of all five Se-
ries collectively. Proposals 3 and 4 will be voted upon separately with re-
spect to each Series by the shareholders of such Series.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you give no in-
structions and return your signed Proxy, your shares will be voted (i) for the
election of twelve Directors, (ii) for the ratification of the selection of
auditors, (iii) for the approval of new Subadvisory Agreements for each Series
of the Fund between the Manager and Seligman Henderson Co., (iv) for the ap-
proval of new a Subadvisory Agreement for each Series of
<PAGE>
the Fund between the Manager and Henderson Investment Management Limited,
which arrangements will involve no change in the aggregate fees payable by any
Series and, at the discretion of the Proxy holders, on any other matter that
may properly have come before the Meeting or any adjournment thereof. You may
revoke your Proxy or change it by written notice to the Fund (Attention: the
Secretary) or by notice at the Meeting at any time prior to the time it is
voted.
The close of business on April 30, 1998 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at,
the Meeting or any adjournment thereof. On that date, each Series of the Fund
had outstanding and entitled to vote the number of shares of Class A capital
stock, Class B capital stock and Class D capital stock set forth below:
<TABLE>
<CAPTION>
SERIES CLASS A CLASS B CLASS D
- ------ ------- ------- -------
<S> <C> <C> <C>
International Fund......................................
Emerging Markets Growth Fund............................
Global Growth Opportunities Fund........................
Global Smaller Companies Fund...........................
Global Technology Fund..................................
</TABLE>
Each share outstanding on the record date, regardless of class, will be en-
titled to one vote at the Meeting. For all matters on which a vote of a major-
ity of the shares outstanding and entitled to vote is required (proposals 3
and 4), an abstention or broker non-vote will have the same effect as a vote
against the proposal. For any matters on which the affirmative vote of plural-
ity or a majority of the votes cast at a meeting is required (proposals 1 and
2), an abstention or broker non-vote will not be considered a vote cast.
In the event that a quorum is not represented at the Meeting or, even if a
quorum is so represented, in the event that sufficient votes in favor of any
management proposal are not received by June 30, 1998, the persons named as
proxies may propose and vote for one or more adjournments of the Meeting if a
quorum is not represented or, if a quorum is so represented, only with respect
to such management proposal, with no notice other than an announcement at the
Meeting, and further solicitation may be made. Shares represented by proxies
indicating a vote against a management proposal will be voted against adjourn-
ment in respect of that proposal.
The Fund is managed by the Manager. Seligman Henderson Co. (the
"Subadviser") supervises and directs the Fund's global investments. The Fund's
shareholder service agent is Seligman Data Corp. The Fund's distributor (prin-
cipal underwriter) is Seligman Financial Services, Inc. The address of each of
these entities is 100 Park Avenue, New York, New York 10017. The Fund will
2
<PAGE>
furnish, without charge, copies of its most recent annual report and semi-an-
nual report to any shareholder upon request to Seligman Data Corp. at 1 (800)
221-2450.
It is expected that the Notice of Special Meeting, Proxy Statement and form
of Proxy will first be mailed to shareholders on or about May , 1998.
A. ELECTION OF DIRECTORS.
(Proposal 1)
At the Meeting, twelve Directors are to be elected. Mr. John R. Galvin, Dr.
Alice S. Ilchman, Messrs. Frank A. McPherson and John E. Merow, Mrs. Betsy S.
Michel, Messrs. William C. Morris, James C. Pitney, James Q. Riordan, Richard
R. Schmaltz, Robert L. Shafer, James N. Whitson and Brian T. Zino (together,
the "Nominees") have each been recommended by the Director Nominating Commit-
tee of the Board of Directors of the Fund for election. If elected, such Di-
rectors will hold office until the next meeting at which director elections
are held or until their successors are elected and qualified.
It is the intention of the persons named on the accompanying form of Proxy
to nominate and to vote for the election of the Nominees. Each of the Nominees
has been a Director since the date set forth in the background information re-
garding such Nominees. Each of the nominees previously has been elected by the
shareholders of the Fund, with the exception of Messrs. Galvin and McPherson,
who were elected by the Board of Directors on May 18, 1995, and Mr. Schmaltz,
who was elected by the Board of Directors on May 16, 1997.
Each Nominee has agreed to serve if elected. There is no reason to believe
that any of the Nominees will become unavailable for election as a Director of
the Fund, but if that should occur before the Meeting, Proxies will be voted
for the persons the Board of Directors recommends.
Background information regarding the Nominees follows.
3
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
John R. Gal- DEAN, FLETCHER SCHOOL OF LAW AND DI- 71IN 142EM
vin1995 to PLOMACY AT TUFTS UNIVERSITY, MED- 146GG 85GS
Date(68) FORD, MA. General Galvin is Director 99GT
or Trustee of each of the Seligman
Group of investment companies.+ He
is also Chairman of the American
Council on Germany; a Governor of
the Center for Creative Leadership;
and a Director of Raytheon Co., the
National Defense University, and the
Institute for Defense Analysis. He
was formerly a Director of USLIFE
Corporation; Ambassador, U.S. State
Department for negotiations in Bos-
nia; Distinguished Policy Analyst at
Ohio State University; and Olin Dis-
tinguished Professor of National Se-
curity Studies at the United States
Military Academy. From June 1987 to
June 1992, General Galvin was the
Supreme Allied Commander, Europe and
the Commander-in-Chief, United
States European Command.
Alice S. PRESIDENT, SARAH LAWRENCE COLLEGE, 132IN
Ilchman 1992 BRONXVILLE, NY. Dr. Ilchman is a Di- 1,296EM
to Date (63) rector or Trustee of each of the Se- 2,285GG
ligman Group of investment compa- 369GS
nies.+ She is also Chairman of The 1,747GT
Rockefeller Foundation and a Direc-
tor of The Committee for Economic
Development. She was formerly a
Trustee of The Markle Foundation;
and a Director of the International
Research & Exchange Board and NYNEX.
</TABLE>
4
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
Frank A. McPher- RETIRED CHAIRMAN OF THE BOARD AND 1,088 IN
son 1995 to CHIEF EXECUTIVE OFFICER OF KERR-MC- 2,661 EM
Date(65) GEE CORPORATION, OKLAHOMA CITY, OK. 3,208 GG
Mr. McPherson is a Director or 1,991 GS
Trustee of each of the Seligman 108 GT
Group of investment companies.+ He
is also a Director of Kimberly-Clark
Corporation, Bank of Oklahoma Hold-
ing Company, Baptist Medical Center,
Oklahoma Chapter of the Nature Con-
servancy, Oklahoma Medical Research
Foundation, and National Boys and
Girls Clubs of America; and Presi-
dent of the Oklahoma Foundation for
Excellence in Education. He was for-
merly Chairman of the Oklahoma City
Chamber of Commerce and the Oklahoma
City Public Schools Foundation; a
Director of the Federal Reserve Sys-
tem's Kansas City Reserve Bank; and
a Member of The Business Roundtable.
John E. RETIRED CHAIRMAN AND SENIOR PARTNER, 5,000 IN
Merow1992 to SULLIVAN & CROMWELL, LAW FIRM, NEW 10,000 EM
Date(68) YORK, NY. Mr. Merow is a Director or 10,000 GG
Trustee of each of the Seligman 5,000 GS
Group of investment companies.+ He 15,000 GT
is also a Director of Commonwealth
Industries, Inc., the Foreign Policy
Association, the Municipal Art Soci-
ety of New York, and the United
States Council for International
Business; Chairman of the American
Australian Association; Chairman of
The New York and Presbyterian Hospi-
tal Care Network, Inc. and a Trustee
of The New York and Presbyterian
Hospital; Vice Chairman of the
United States-New Zealand Council;
and a Member of the American Law In-
stitute and the Council on Foreign
Relations.
</TABLE>
5
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
Betsy S. Michel ATTORNEY, GLADSTONE, NJ. Mrs. Michel 10,975 IN
1992 to Date is a Director or Trustee of each of 1,445 EM
(55) the Seligman Group of investment 1,462 GG
companies.+ She is also a Trustee of 15,150 GS
The Geraldine R. Dodge Foundation; 1,008 GT
and Chairman of the Board of Trust-
ees of St. George's School (Newport,
RI). She was formerly a Director of
The National Association of Indepen-
dent Schools (Washington, DC)
William C. Mor- CHAIRMAN, J. & W. SELIGMAN & CO. IN- 16,700 IN
ris* 1991 to CORPORATED, NEW YORK, NY. Mr. Morris 4,551 EM
Date(60) is Chairman and Chief Executive Of- 63,351 GG
ficer of each of the Seligman Group 27,550 GS
of investment companies;+ Chairman 13,541 GT
of Seligman Financial Services, Inc.
and Seligman Services, Inc.; and a
Director of Seligman Data Corp. He
is also Chairman of Carbo Ceramics
Inc.; a Member of the Board of Gov-
ernors of the Investment Company In-
stitute; and a Director of Kerr-Mc-
Gee Corporation.
James C. Pitney RETIRED PARTNER, PITNEY, HARDIN, 1,496 IN
1992 to Date(71) KIPP & SZUCH, LAW FIRM, MORRISTOWN, 15,409 EM
NJ. Mr. Pitney is a Director or 145 GG
Trustee of each of the Seligman 85 GS
Group of investment companies.+ He 99 GT
was formerly a Director of Public
Service Enterprise Group.
</TABLE>
6
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
<TABLE>
<CAPTION>
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
James Q. Riordan DIRECTOR, VARIOUS ORGANIZATIONS, 71 IN
1992 to Date STUART, FL. Mr. Riordan is a Direc- 710 EM
(70) tor or Trustee of each of the Selig- 146 GG
man Group of investment companies.+ 85 GS
He is also a Director of The Houston 104 GT
Exploration Company, The Brooklyn
Museum, Keyspan Energy Corporation,
Brooklyn Union Gas Company, The Com-
mittee for Economic Development, and
Public Broadcasting Service (PBS).
He was formerly Vice Chairman of Mo-
bil Corporation; Co-Chairman of the
Policy Council of The Tax Founda-
tion; a Director and President of
Bekaert Corporation; and a Director
of Tesoro Petroleum Companies, Inc.
and Dow Jones & Company, Inc.
Richard R. DIRECTOR AND MANAGING DIRECTOR, DI- 869 IN
Schmaltz*1997 to RECTOR OF INVESTMENTS, J. & W. SE- 321 EM
Date(57) LIGMAN & CO. INCORPORATED, NEW YORK, 208 GG
NY. Mr. Schmaltz is a Director or 995 GS
Trustee of each of the Seligman 263 GT
Group of investment companies,+ with
the exception of Seligman Cash Man-
agement Fund, Inc. He is also a Di-
rector of Seligman Henderson Co. and
a Trustee Emeritus of Colby College.
He was formerly Director, Investment
Research at Neuberger & Berman from
May 1993 to September 1996 and Exec-
utive Vice President of McGlinn Cap-
ital from July 1987 to May 1993.
Robert L. Shafer RETIRED VICE PRESIDENT OF PFIZER, 566 IN
1992 to Date INC., NEW YORK, NY. Mr. Shafer is a 500 EM
(66) Director or Trustee of each of the 521 GG
Seligman Group of investment compa- 547 GS
nies.+ He was formerly a Director of 590 GT
USLIFE Corporation.
</TABLE>
7
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
NAME, PERIOD SERVED AS
A DIRECTOR AND (AGE)
<TABLE>
<CAPTION>
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE
"INTERESTED PERSONS" OF THE FUND (AS THAT TERM
IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS.
SHARES OF
COMMON
STOCKOWNED, DIRECTLY OR
INDIRECTLY, AS OF
APRIL 30, 1998**
-------------- ------------------------------------- ------------
<S> <C> <C>
James N. Whitson RETIRED EXECUTIVE VICE PRESIDENT AND 1,273 IN
1993 to Date CHIEF OPERATING OFFICER OF SAMMONS 1,000 EM
(63) ENTERPRISES, INC., DALLAS, TX. Mr. 2,085 GG
Whitson is a Director or Trustee of 1,211 GS
each of the Seligman Group of in- 2,546 GT
vestment companies.+ He is also a
Consultant to and Director of
Sammons Enterprises, Inc.; and a Di-
rector of C-SPAN and CommScope, Inc.
He was formerly a Director of Red
Man Pipe and Supply Company.
Brian T. Zino* DIRECTOR AND PRESIDENT, J. & W. SE- 21,299 IN
1993 to Date(45) LIGMAN & CO. INCORPORATED, NEW YORK, 28,090 EM
NY. Mr. Zino is President of each of 6,515 GG
the Seligman Group of investment 23,478 GS
companies,+ with the exception of 16,673 GT
Seligman Quality Municipal Fund,
Inc. and Seligman Select Municipal
Fund, Inc. He is also a Director or
Trustee of each of the Seligman
Group of investment companies;
Chairman of Seligman Data Corp.; and
a Director of Seligman Financial
Services, Inc., Seligman Services,
Inc. and Seligman Henderson Co.
</TABLE>
- ------------
+ The Seligman Group of investment companies consists of the Fund, Seligman
Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman Common
Stock Fund, Inc., Seligman Communications and Information Fund, Inc., Selig-
man Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman High Income
Fund Series, Seligman Income Fund, Inc., Seligman Municipal Fund Series,
Inc., Seligman Municipal Series Trust, Seligman New Jersey Municipal Fund,
Inc., Seligman Pennsylvania Municipal Fund Series, Seligman Portfolios,
Inc., Seligman Quality Municipal Fund, Inc., Seligman Select Municipal Fund,
Inc., Seligman Value Fund Series, Inc. and Tri-Continental Corporation.
** In this table, the Series of the Fund are identified by the following ab-
breviations: International Fund: "IN"; Emerging Markets Growth Fund: "EM";
Global Growth Opportunities Fund: "GG"; Global Smaller Companies Fund:
"GS"; and Global Technology Fund: "GT". All shares owned by Nominees on
April 30, 1998 were Class A shares.
8
<PAGE>
Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. At April 30, 1998, Directors and Officers of the
Fund as a group owned directly or indirectly Class A shares, or % of the
outstanding shares of the Class A capital stock of the International Fund;
Class A shares, or % of the outstanding shares of the Class A capital
stock of the Emerging Markets Growth Fund; and less than 1% of the outstanding
shares of the Class A capital stock of each of the Global Growth Opportunities
Fund, Global Smaller Companies Fund and Global Technology Fund. No Directors
or Officers owned Class B or Class D shares of any Series of the Fund as of
such date.
William C. Morris owns a majority of the outstanding voting securities of the
Manager. Accordingly, under the applicable provisions of the 1940 Act, Mr.
Morris is a control person of the Manager. Because the Manager owns a 50%
interest in the Subadviser, Mr. Morris may also be deemed to own indirectly a
material interest in the Subadviser. Messrs. Fred E. Brown and Brian T. Zino are
also shareholders of the Manager.
As of January 1, 1997, Richard R. Schmaltz bought 500 Class A common shares
and 500 class B common shares of the Manager from the Manager, each at a price
of $230.60 per share. As of January 1, 1998, Mr. Schmaltz bought 500 Class A
common shares and 1,000 Class B common shares of the Manager, each at a price
of $239.48 per share.
The Board of Directors met six times during the fiscal year ended October
31, 1997. The standing committees of the Board include the Board Operations
Committee, Audit Committee and Director Nominating Committee. These Committees
are comprised solely of Directors who are not "interested persons" of the Fund
as that term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"). The duties of these Committees are described below.
Board Operations Committee. This Committee, which was formed on July 17,
1997, has authority generally to direct the operations of the Board, including
the nomination of members of other Board Committees, and the selection of le-
gal counsel for the Fund. Members of the Committee are Messrs. Riordan (Chair-
man), Galvin, McPherson, Merow, Pitney, Shafer and Whitson, Dr. Ilchman and
Mrs. Michel.
Audit Committee. This Committee recommends the independent public accoun-
tants for selection as auditors by the Board and, when appropriate, share-
holder approval. In addition, it reviews, with the auditors and such other
persons as it determines, (a) the scope of audit, (b) accounting and financial
internal controls, (c) quality and adequacy of the accounting staff and (d)
reports of the auditors. The Committee comments to the Board when warranted
and at least annually. It is directly available to the auditors and officers
of the Fund for consultation on audit, accounting and related financial mat-
ters. The Committee met twice during the fiscal year ended October 31, 1997.
Members of this Committee are Messrs. Whitson (Chairman), Galvin and McPherson
and Mrs. Michel.
Director Nominating Committee. This Committee recommends to the Board per-
sons to be nominated for election as Directors by the shareholders and selects
and proposes nominees for
9
<PAGE>
election by the Board between shareholder meetings. The Committee will con-
sider suggestions from shareholders submitted in writing to the Secretary of
the Fund. The Committee met once during the fiscal year ended October 31,
1997. Members of this Committee are Messrs. Pitney (Chairman), Riordan and
Shafer and Dr. Ilchman.
10
<PAGE>
EXECUTIVE OFFICERS OF THE FUND
Information with respect to Executive Officers, other than Messrs. Morris and
Zino, is as follows:
<TABLE>
<CAPTION>
POSITION WITH THE FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ---------------------------------------------------------------------------------
<C> <C> <S>
Brian Ashford-Russell 39 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF
THE GLOBAL TECHNOLOGY FUND since May 1994. Mr. Ash-
ford-Russell is a Portfolio Manager of Seligman Hen-
derson Co. and Henderson plc. He was formerly a Port-
folio Manager of Touche Remnant & Co.
Peter Bassett 42 VICE PRESIDENT OF THE FUND AND PORTFOLIO MANAGER OF
THE EMERGING MARKETS GROWTH FUND since May 1996. Mr.
Bassett is a Portfolio Manager of Seligman Henderson
Co. and Henderson plc. He was formerly a Portfolio
Manager of Touche Remnant & Co.
Iain C. Clark 47 VICE PRESIDENT OF THE FUND AND PORTFOLIO MANAGER OF
THE INTERNATIONAL FUND since April 1992 and CO-PORTFO-
LIO MANAGER OF THE GLOBAL SMALLER COMPANIES FUND since
September 1992. Mr. Clark is a Managing Director and
Chief Investment Officer of Seligman Henderson Co. He
is also a Director and Senior Portfolio Manager of
Henderson plc.
Nitin Mehta 37 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF
THE GLOBAL GROWTH OPPORTUNITIES FUND since May 1996.
Mr. Mehta is a Portfolio Manager of Seligman Henderson
Co. and Henderson plc. He was formerly Head of Cur-
rency Management and Derivatives of Quorum Capital
Management; Investment Officer of International Fi-
nance Corp.; and Director of Equities of Shearson Leh-
man Global Asset Management.
Arsen Mrakovcic 32 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF
THE GLOBAL SMALLER COMPANIES FUND since October 1995. Mr.
Mrakovcic is a Managing Director of the Manager. He is
also President and Portfolio Manager of one other in-
vestment company in the Seligman Group. He was for-
merly a Vice President, Investment Officer and a Port-
folio Assistant of the Manager.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH THE FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ---------------------------------------------------------------------------------
<C> <C> <S>
Lawrence P. Vogel 41 VICE PRESIDENT OF THE FUND since March 1992. Mr. Vogel is
Senior Vice President, Finance of the Manager. He is Vice
President of the other investment companies in the Selig-
man Group. He is also Senior Vice President, Finance of
Seligman Financial Services, Inc. and Seligman Data Corp;
Vice President of Seligman Services, Inc.; and Treasurer
of Seligman Henderson Co.
Paul H. Wick 35 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF THE
GLOBAL TECHNOLOGY FUND since May 1994. Mr. Wick is a Di-
rector and Managing Director of the Manager. He is also a
Vice President and Portfolio Manager of two other invest-
ment companies in the Seligman Group. He is also a Portfo-
lio Manager of Seligman Henderson Co. He was formerly a
Vice President, Investment Officer of the Manager; and Se-
nior Vice President and Portfolio Manager of Chuo Trust
and JWS Advisers, Inc.
Frank J. Nasta 33 SECRETARY OF THE FUND since March 1994. Mr. Nasta is Se-
nior Vice President, Law and Regulation and Corporate Sec-
retary of the Manager. He is Secretary of the other in-
vestment companies in the Seligman Group. He is also Cor-
porate Secretary of Seligman Financial Services, Inc., Se-
ligman Services, Inc., Seligman Henderson Co., and Selig-
man Data Corp.
Thomas G. Rose 40 TREASURER OF THE FUND since November 1992. Mr. Rose is
Treasurer of the other investment companies in the Selig-
man Group. He is also Treasurer of Seligman Data Corp.
</TABLE>
All officers are elected annually by the Board and serve until their succes-
sors are elected and qualify or their earlier resignation. The address of each
of the foregoing Officers is 100 Park Avenue, New York, New York 10017, except
that the address of Messrs. Ashford-Russell, Bassett, Clark and Mehta is 3
Finsbury Avenue, London EC2M 2PA, England.
12
<PAGE>
REMUNERATION OF DIRECTORS AND OFFICERS
Director's attendance, retainer and /or committee fees paid to each Director
during fiscal 1997 were as follows:
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM FUND AND
NAME FROM FUND PART OF FUND EXPENSES FUND COMPLEX*
- ------------------ ------------ --------------------- ------------------
<S> <C> <C> <C>
John R. Galvin $ 4,930.92 -0- $67,000.00
Alice S. Ilchman 4,842.00 -0- 65,000.00
Frank A. McPherson 4,895.23 -0- 66,000.00
John E. Merow 4,842.01 -0- 65,000.00
Betsy S. Michel 4,930.95 -0- 67,000.00
James C. Pitney 4,788.85 -0- 64,000.00
James Q. Riordan 4,877.75 -0- 66,000.00
Robert L. Shafer 4,877.73 -0- 66,000.00
James N. Whitson 4,948.92+ -0- 67,000.00
----------
$43,933.86
==========
</TABLE>
- ------------
*There are 17 other investment companies in the Seligman Group.
+Deferred.
The Fund has a compensation arrangement under which outside directors may
elect to defer receiving their fees. A Director who has elected deferral of
his or her fees may choose a rate of return equal to either (i) the interest
rate on short-term Treasury bills, or (ii) effective March 19, 1998, the rate
of return on the shares of certain of the investment companies advised by the
Manager, as designated by the Director. The annual cost of such return will be
included in the Directors' fees and expenses, and the accumulated balance
thereof will be included in other liabilities in the Series' financial state-
ments. The total amount of deferred compensation (including inter-
13
<PAGE>
est) payable to Mr. Whitson as of October 31, 1997 was $16,118. Messrs. Merow
and Pitney no longer defer current compensation; however, they have accrued
deferred compensation in the amounts of $14,047 and $1,780, respectively, as
of October 31, 1997.
Directors and officers of the Fund are also directors and officers of some
or all of the other investment companies in the Seligman Group.
No compensation is paid by the Fund to Directors or officers of the Fund who
are employees of, or consultants to, the Manager.
The affirmative vote of a plurality of the votes cast at the Meeting is re-
quired to approve the election of the Nominees.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR
THE ELECTION OF EACH OF THE NOMINEES TO SERVE AS A DIRECTOR OF THE FUND.
B. RATIFICATION OF SELECTION OF AUDITORS.
(Proposal 2)
In accordance with the requirements of the 1940 Act, the Board of Directors
is required to select independent public accountants as auditors of the Fund
each year. If a shareholders' meeting is held, the Board's selection is sub-
ject to ratification or rejection by shareholders.
The Audit Committee of the Board of Directors has recommended, and the Board
of Directors, including a majority of those members who are not "interested
persons" of the Fund (as defined in the 1940 Act), has selected Deloitte &
Touche llp as auditors of the Fund for fiscal 1998. The firm of Deloitte &
Touche llp has extensive experience in investment company accounting and au-
diting. It is expected that a representative of Deloitte & Touche llp will be
present at the Meeting and will have the opportunity to make a statement and
respond to questions.
The affirmative vote of a majority of the votes cast at the meeting is re-
quired to ratify the selection of auditors.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION
OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE AUDITORS OF THE FUND.
14
<PAGE>
C. APPROVAL OF NEW SUBADVISORY ARRANGEMENTS
(Proposal 3--Interim Subadvisory Agreements)
(Proposal 4--Proposed Subadvisory Agreements)
GENERAL
Original Subadvisory Agreements. Pursuant to a Management Agreement between
the Manager and the Fund, on behalf of its several Series, the Manager admin-
isters the business and other affairs of the Fund. Seligman Henderson Co.
serves as Subadviser to the Fund pursuant to subadvisory agreements between
the Manager and the Subadviser, which provide that the Subadviser will super-
vise and direct the Series' global investments in accordance with each Series'
investment objective, policies and restrictions. As explained below, the orig-
inal subadvisory agreements for each Series (collectively, the "Original
Subadvisory Agreements") terminated in accordance with their terms on March
30, 1998, and the Manager and the Subadviser entered into new subadvisory
agreements that are identical to the Original Subadvisory Agreements in all
respects except as to their commencement dates and termination dates (collec-
tively, the "Interim Subadvisory Agreements"). Fees under the Original
Subadvisory Agreements were paid, and fees under the Interim Subadvisory
Agreements are paid, directly by the Manager from its management fee and do
not affect the fees paid by the Series of the Fund.
The Subadviser was founded in 1991 as a general partnership between the Man-
ager and Henderson International, Inc., each partner owning equal 50% inter-
ests in the joint venture. Henderson International, Inc., whose principal ad-
dress is 3 Finsbury Avenue, London EC2M 2PA, England, is a wholly owned sub-
sidiary of Henderson plc, a United Kingdom corporation ("Henderson") located
at the same address. The Subadviser is headquartered in New York and was cre-
ated to provide international and global investment management services to in-
stitutional and individual investors and investment companies in the United
States.
The Subadviser currently serves as subadviser for investment portfolios of
another investment company managed by the Manager. A table setting forth the
net assets of those investment companies for which the Subadviser currently
serves as subadviser, and which have investment objectives similar to those of
the indicated Series of the Fund, and the subadvisory fee rate paid by such
companies, is attached as Exhibit C to this Proxy Statement. The aggregate net
assets managed by the Subadviser were approximately $3.6 billion at March 31,
1998, including $2.4 billion of the Fund's net assets.
The Original Subadvisory Agreement relating to each Series other than the
Seligman Henderson Emerging Markets Growth Fund (the "Emerging Markets Growth
Fund") was dated March
15
<PAGE>
19, 1992. The Board of Directors of the Fund approved such Original
Subadvisory Agreement with respect to the International Fund on March 19,
1992; with respect to the Global Growth Opportunities Fund on September 21,
1995; with respect to the Global Smaller Companies Fund on July 16, 1992; and
with respect to the Global Technology Fund on March 17, 1994. Such Original
Subadvisory Agreement was approved by the shareholders of the International
Fund and the shareholders of Global Smaller Companies Fund on May 20, 1993; by
the sole shareholder of the Global Growth Opportunities Fund on October 24,
1995; and by the sole shareholder of the Global Technology Fund on May 9,
1994. The Original Subadvisory Agreement in respect of the Emerging Markets
Growth Fund was dated March 21, 1996 and was approved by the Board of Direc-
tors of the Fund on March 21, 1996 and by the sole shareholder of the Emerging
Markets Growth Fund on May 10, 1996. The Original Subadvisory Agreements were
not submitted to a vote of the shareholders of the Fund subsequent to their
initial approvals in respect of each Series.
The AMP Transaction. On February 3, 1998, the boards of directors of AMP
Limited ("AMP"), an Australian life insurance and financial services company,
and Henderson announced that they had reached agreement on the terms of a rec-
ommended cash offer by a subsidiary of AMP for all of the issued share capital
of Henderson. The acquisition of Henderson by AMP (the "Acquisition") was com-
pleted on March 30, 1998. Under the Investment Company Act of 1940 (the "1940
Act"), AMP is deemed to "control" Henderson because it owns more than 25% of
Henderson's outstanding voting securities.
The Acquisition may be deemed to have resulted in a change of control of the
Subadviser, because a wholly owned subsidiary of Henderson is one of the two
general partners of the Subadviser. Such a change of control would constitute
an "assignment," and thus the termination in accordance with its terms, of
each of the Original Subadvisory Agreements. March 30, 1998, the date of such
assignment, is referred to herein as the "Assignment Date."
Interim Subadvisory Agreements. On March 19, 1998, the Board of Directors of
the Fund unanimously approved the Interim Subadvisory Agreements, each of
which is identical to the corresponding Original Subadvisory Agreement except
as to its commencement date and its termination date, and recommended approval
of such Agreements to the shareholders of each Series of the Fund. The factors
considered by the Board of Directors in approving the Interim Subadvisory
Agreements are described below under "Factors Considered by the Board of Di-
rectors." The Interim Subadvisory Agreements took effect (subject to approval
by the shareholders) on the Assignment Date and will continue in effect until
the Restructuring Date (as defined below) (subject to approval by the share-
holders of Proposal 4). The period from the Assignment Date to the Restructur-
ing Date is referred to as the "Interim Period." The Special Meeting is being
called, in
16
<PAGE>
part, in order that you have the opportunity to vote on the Interim
Subadvisory Agreements. If the shareholders do not approve the Interim
Subadvisory Agreement applicable to any Series of the Fund, the Manager will
assume responsibility for the management of the assets of that Series during
the remainder of the Interim Period for such Series, if any.
AMP, Henderson and the Subadviser have obtained an order from the Securities
and Exchange Commission (the "Order") permitting the implementation, prior to
obtaining shareholder approval, of each of the Interim Subadvisory Agreements
for a period of not more than 150 days beginning on the Assignment Date and
continuing through the date on which such Interim Subadvisory Agreement is ap-
proved or disapproved by the Fund's shareholders, but in no event after Octo-
ber 1, 1998. Such 150-day period will end on August 22, 1998. The Interim Pe-
riod is expected to fall within the period contemplated by the Order. The Or-
der permits the Subadviser to receive all fees earned under the Interim
Subadvisory Agreements during the Interim Period, provided that such fees are
paid into an interest-bearing escrow account maintained by an unaffiliated es-
crow agent. The Manager and the Subadviser have entered into escrow agreements
with United States Trust Company of New York, as escrow agent (the "Escrow
Agent") for this purpose. The escrow arrangements were approved by the Board
of Directors at their meeting on March 19, 1998. The Escrow Agent will pay the
amounts in the escrow account (including interest) in respect of any Series of
the Fund to the Subadviser only after the Interim Subadvisory Agreement appli-
cable to such Series is approved by the shareholders of that Series. If the
shareholders of a Series do not approve the Interim Subadvisory Agreement, the
amounts held in escrow in respect of such Agreement will be returned to the
Series.
A copy of each Interim Subadvisory Agreement is set forth as Exhibit A to
this Proxy Statement.
Proposed Subadvisory Agreement. As a result of the AMP transaction and other
developments in the asset management businesses conducted by the Manager and
by Henderson, the Manager and Henderson have proposed a restructuring of the
existing subadvisory arrangements for each Series of the Fund. Henderson and
the Manager have proposed that, for each Series of the Fund, all responsibili-
ties in respect of such Series' international investments that are currently
undertaken by the Subadviser pursuant to the Interim Subadvisory Agreements be
assumed by Henderson Investment Management Limited (the "New Subadviser"), a
wholly owned subsidiary of Henderson that has applied for registration as an
investment adviser under the Investment Advisers Act of 1940, pursuant to a
new subadvisory agreement relating to all Series (the "Proposed Subadvisory
Agreement"). On April 30, 1998, the Directors of the Fund unanimously approved
the Proposed Subadvisory Agreement in respect of each Series and recommended
that the shareholders approve
17
<PAGE>
it. A description of the terms of the Proposed Subadvisory Agreement, and the
factors considered by the Directors in approving it, is set forth below. The
Proposed Subadvisory Agreement provides for a different structure for fees
payable to the New Subadviser, but it would not result in any change in the
aggregate fees payable by any Series. If the Proposed Subadvisory Agreement is
approved in respect of a Series, it will take effect with respect to that Se-
ries on the day after the date of approval by the Series (the "Restructuring
Date") and the Interim Subadvisory Agreement in respect of such Series will
terminate on the Restructuring Date. Since the Special Meeting of Shareholders
is to be held on June 30, 1998, the Restructuring Date for each Series is ex-
pected to be July 1, 1998, subject to the effectiveness of the New
Subadviser's Registration as an investment adviser.
A copy of the Proposed Subadvisory Agreement is set forth as Exhibit B to
this Proxy Statement.
TERMS OF THE ORIGINAL SUBADVISORY AGREEMENTS
Under each Original Subadvisory Agreement, the Subadviser, at its expense
and subject to the control of the Board of Directors and in accordance with
the objectives, policies and principles of the relevant Series of the Fund set
forth in the Fund's Prospectus, provided the Series with investment management
services, including investment research, advice and supervision. The Original
Subadvisory Agreements related to all assets of a Series, including invest-
ments in securities of U.S. as well as foreign issuers. The Subadviser deter-
mined which securities were to be purchased or sold by the Series, made pur-
chases and sales of securities on behalf of the Series and determined how any
rights of the Series were to be exercised. The Subadviser did not perform any
non-advisory services under the Original Subadvisory Agreements.
The Original Subadvisory Agreements provided that they would continue in ef-
fect from year to year if such continuance were approved in the manner re-
quired by the 1940 Act, and if the Subadviser had not notified the Manager at
least 60 days prior to an anniversary date that it did not desire such contin-
uance. The Original Subadvisory Agreements were terminable by the Fund, with-
out penalty, on 60 days' written notice to the Subadviser and provided for au-
tomatic termination in the event of their assignment or upon termination of
the Management Agreement.
The Original Subadvisory Agreement relating to each Series other than the
Emerging Markets Growth Fund provided for a fee in respect of each such Se-
ries, calculated daily and paid monthly, equal to 0.90 percent per annum of
the average daily net assets of that Series. The Original Subadvisory Agree-
ment relating to the Emerging Markets Growth Fund provided for a fee, calcu-
18
<PAGE>
lated daily and paid monthly, equal to 1.15 percent per annum of the average
daily net assets of the Emerging Markets Growth Fund. The Management Agreement
provides for a fee in respect of each Series of the Fund, calculated daily and
paid monthly, equal to 1.00 percent per annum of the average daily net assets
of that Series, except with respect to the Emerging Markets Growth Fund, for
which the Management Agreement provides for a fee, calculated daily and paid
monthly, equal to 1.25 percent of the average daily net assets of that Series.
The aggregate subadvisory fees paid by the Manager to the Subadviser pursuant
to the Original Subadvisory Agreements during the fiscal year of the Fund
ended October 31, 1997 in respect of each Series were as follows: Interna-
tional Fund: $893,484; Emerging Markets Growth Fund: $1,021,231; Global Growth
Opportunities Fund: $1,712,310; Global Smaller Companies Fund: $8,541,420; and
Global Technology Fund: $7,636,372.
TERMS OF THE INTERIM SUBADVISORY AGREEMENTS
Each Interim Subadvisory Agreement is identical in all respects to the Orig-
inal Subadvisory Agreement for the corresponding Series of the Fund except as
to its commencement date and termination date. The Interim Subadvisory Agree-
ments commenced on the Assignment Date and provide by their terms that they
will continue in effect until December 31, 1998, and thereafter from year to
year if such continuance is specifically approved in the manner required by
the 1940 Act, and if the Subadviser shall not have notified the Manager at
least 60 days prior to an anniversary date that it does not desire such con-
tinuance. (As discussed above, however, if the Proposed Subadvisory Agreement
is approved by shareholders, it is contemplated that the Interim Subadvisory
Agreements will terminate on the Restructuring Date.)
TERMS OF THE PROPOSED SUBADVISORY AGREEMENT
Under the Proposed Subadvisory Agreement, the New Subadviser, which is a
wholly owned subsidiary of Henderson, would agree to furnish to the Manager
and the Fund such investment advice, research and assistance as the Manager or
the Fund from time to time reasonably requests. The New Subadviser's responsi-
bilities would include (1) participating in the development of each Series'
overall investment strategy and in the determination of country allocations
and sector and industry weightings; (2) providing investment advice and re-
search with respect to each Series' existing and potential investments in se-
curities of non-U.S. issuers, including company visits and meetings with man-
agement; (3) determining securities for investment; (4) selecting brokers; and
(5) causing the execution of trades, including foreign exchange dealings. The
Proposed Subadvisory Agreement would also require the New Subadviser to make
available representatives to report to the Board of Directors of the Fund in
person on at least a semi-annual basis, and to provide such reports and other
information as the Manager or the Board may reasonably request.
19
<PAGE>
Under the Proposed Subadvisory Agreement, the New Subadviser will not have
ultimate responsibility for portfolio accounting and pricing (although it is
specifically required to assist in the pricing of assets under its supervision
which cannot be readily priced), as such services are generally provided by
the Fund's recordkeeping agent under the supervision of the Manager. However,
the New Subadviser would be responsible for co-ordinating custody matters with
the Fund's custodians in respect of the Fund's assets under the supervision of
the New Subadviser. The Management Agreement with respect to the Fund provides
that the Manager continues to have responsibility for investment management
services provided by any subadviser to the Fund and, in particular, that in
the event a subadviser ceases to provide any of the investment management
services identified in the Management Agreement, such services must be pro-
vided by the Manager or by some other form of arrangement approved by the
Fund. Accordingly, the Manager will be responsible for any investment manage-
ment services that it does not request the New Subadviser to provide under the
Proposed Subadvisory Agreement, including services with respect to the U.S.
assets of the Fund that are currently provided by the Subadviser.
The form of the Proposed Subadvisory Agreement, which would replace the two
Interim Subadvisory Agreements, is set forth as Exhibit B to this Proxy State-
ment.
The Proposed Subadvisory Agreement provides that it will continue in effect
with respect to each Series of the Fund until December 31, 1999 and from year
to year thereafter if such continuance is approved in the manner required by
the 1940 Act, and if the New Subadviser has not notified the Manager at least
60 days prior to an anniversary date that it does not desire such continuance
with respect to any Series. The Proposed Subadvisory Agreement is terminable
by the Fund with respect to any Series, without penalty, on 60 days' written
notice to the New Subadviser and will terminate automatically in the event of
its assignment or upon termination of the Management Agreement.
The Proposed Subadvisory Agreement would apply on a Series-by-Series basis,
and the New Subadviser's fee for each Series would be calculated on the basis
of the assets of such Series. The Proposed Subadvisory Agreement provides that
the Manager will pay to the New Subadviser for its services a monthly fee
based on the "applicable percentage" of the average monthly assets under the
New Subadviser's supervision. The "applicable percentage" is an annual rate of
0.90% for the period July 1, 1998 to June 30, 1999; 0.70% for the period July
1, 1999 to June 30, 2000; and 0.50% thereafter. Average monthly assets will be
determined for any month by taking the average of the assets (adjusted to add
receivables for assets sold and deduct payables for assets purchased) under
the New Subadviser's supervision as of (i) the opening of business on the
first day of such month and (ii) the close of business on the last day of such
month. The subadvisory fee is payable by the
20
<PAGE>
Manager from its own management fee, and the change in the subadvisory fee
rate contemplated by the Proposed Subadvisory Agreement will have no effect on
the fees payable by any Series of the Fund.
The principal differences between the Original Subadvisory Agreements and
the Interim Subadvisory Agreements, on the one hand, and the Proposed
Subadvisory Agreement, on the other, are the substitution of the New
Subadviser for the Subadviser, the revised fee structure and the allocation of
responsibilities and scope of services to be provided. In addition, the Pro-
posed Subadvisory Agreement provides that the New Subadviser shall be subject
to a higher standard of care (negligence) as compared with the Original
Subadvisory Agreements and the Interim Subadvisory Agreements (gross negli-
gence). As discussed above, the Subadviser is a 50-50 joint venture between
the Manager and Henderson, while the New Subadviser is a wholly owned subsidi-
ary of Henderson. The Subadviser comprises personnel from both the Manager and
Henderson and provides advice on a global basis, whereas the personnel of the
New Subadviser will be drawn exclusively from Henderson and will provide ad-
vice principally with respect to non-U.S. investments, with the Manager assum-
ing responsibility for the Fund's U.S. investments. The change in ownership
structure also means that the Manager will have no share in the profits or
losses of the New Subadviser.
The Subadviser currently receives a fee equal to 0.90% (1.15% in the case of
the Emerging Markets Growth Fund) per annum of the average daily net assets of
each Series. Under the Proposed Subadvisory Agreement, the New Subadviser
would receive 0.90% of the average monthly assets of each Series under its su-
pervision, declining to 0.70% in the second year and 0.50% thereafter. Because
the ownership structure is different, the fee rates are different, and the fee
under the Proposed Subadvisory Agreement would be calculated on the basis of
assets under the Subadviser's supervision (which will be non-U.S. assets)
rather than all net assets of a Series, the fees that will be earned by the
New Subadviser are not directly comparable with those earned by the Subadviser
under the current arrangements. The Series of the Fund invest in foreign as-
sets to significantly different degrees. As a practical matter, International
Fund and Emerging Markets Growth Fund invest solely in foreign assets; Global
Growth Opportunities Fund invests principally in foreign assets; and Global
Smaller Companies Fund and Global Technology Fund tend to invest approximately
equally in U.S. and foreign assets. The split between U.S. and non-U.S. assets
in the Series that invest in both types of assets fluctuates over time. Such
split is determined by the Subadviser under the Interim Subadvisory Agree-
ments, and would be determined by the Manager under the Proposed Subadvisory
Agreement. In addition, in considering whether to vote in favor of the Pro-
posed Subadvisory Agreement, it is important to remember that the subadvisory
fee is payable
21
<PAGE>
by the Manager from its own management fee, and approval of the Proposed
Subadvisory Agreement will have no effect on the fees payable by any Series of
the Fund.
The Proposed Subadvisory Agreements provide that the New Subadvisor would
provide the Manager and the Series with such investment advice, research and
assistance as the Manager or the Fund shall from time to time reasonably re-
quest. This differs from the arrangements provided for under the Original
Subadvisory Agreements and the Interim Subadvisory Agreements, reflecting the
greater role of the Manager. The proposed fee to be paid to the New Subadviser
under the Proposed Subadvisory Agreements also differs from the fee paid under
the Original Subadvisory Agreements and Interim Subadvisory Agreements, which
contemplate that the Subadviser will provide all investment advisory services
required by the Fund, as described in the preceding paragraph.
If the Proposed Subadvisory Agreement is approved by shareholders, the Man-
ager and the New Subadviser intend to enter into a separate agreement that
provides, among other things, for the payment by the Manager of specified
amounts to the New Subadviser in the event that the Proposed Subadvisory
Agreement is terminated. Under such agreement, if the Manager terminates the
Proposed Subadvisory Agreement prior to June 30, 2001 (other than as a result
of a material breach by the New Subadviser of its obligations thereunder or a
request by the New Subadviser to terminate the Proposed Subadvisory Agree-
ment), the Manager will make payments to the New Subadviser in respect of each
Series as to which the New Subadvisory Agreement is cancelled in the following
amounts: International Fund: $216,000; Global Smaller Companies Fund:
$1,266,000; Global Technology Fund: $841,000; Global Growth Opportunities
Fund: $333,000; Emerging Markets Growth Fund: $215,000. Additionally, if such
termination occurs prior to December 31, 1999, the Manager will also pay to
the New Subadviser an amount equal to the fees that the New Subadviser would
have earned under the Proposed Subadvisory Agreement from the date of termina-
tion through December 31, 1999, calculated on the assumption that the Fund's
assets under the New Subadviser's supervision are equal throughout such period
to their value on the date of termination. These payments would be made by the
Manager from its own resources and not by any Series of the Fund or its share-
holders. The agreement between the Manager and the New Subadviser also pro-
vides that the Manager may change the names of the Fund and each Series and
that Henderson has the right to remove its name from the name of the Fund and
each Series. Any name change of the Fund or any Series would require action by
the Board of Directors.
FACTORS CONSIDERED BY THE BOARD OF DIRECTORS
Interim Subadvisory Agreements. The Directors of the Fund met on February
12, March 5 and March 19, 1998 to evaluate the transaction between Henderson
and AMP and its expected effect
22
<PAGE>
on the Subadviser and the services the Subadviser provides to each Series of
the Fund. At these meetings the Board of Directors considered various matters
in determining to approve the Interim Subadvisory Agreements and recommend
them to the Shareholders. Senior representatives of AMP, Henderson, the Man-
ager and the Subadviser provided the Directors with detailed information about
the expected effect of the Acquisition on the Subadviser. The Fund's legal
counsel advised the Board of Directors on the nature of the matters to be con-
sidered and the standards to be used by the Board of Directors in reaching its
decision.
The Directors had evaluated the Original Subadvisory Agreements in November
1997 in connection with their annual determination as to their continuance, as
required by the 1940 Act. The factors that were considered in November 1997
included principles established by judicial decisions; the amount of the
subadvisory fees paid by the Series of the Fund; the services provided by the
Subadviser, its past performance and the quality of its personnel; the portfo-
lio transaction allocation and policies followed; portfolio turnover informa-
tion the non-advisory services provided to the Fund; the expenses borne by the
Fund and the Subadviser; comparisons with other funds; the profitability of
the contracts to the Subadviser; the standards of care required by the Origi-
nal Subadvisory Agreements; the services offered and fees charged by other in-
vestment advisers and subadvisers; and the financial stability of the
Subadviser. In their evaluation of the Interim Subadvisory Agreements in Feb-
ruary and March 1998, the Directors reviewed these considerations in the light
of the proposed Acquisition, drawing on their knowledge of the operations and
competence of Henderson and the Subadviser gained as a result of serving as
Directors of the other investment companies in the Seligman Group.
The Directors also specifically considered the anticipated impact of the Ac-
quisition on each Series of the Fund and other factors related to the Acquisi-
tion, including:
. The effect on the Subadviser's provision of investment subadvisory serv-
ices, including such matters as any plans for changes in investment ad-
visory personnel and the levels of research and technical support avail-
able to such persons, and the impact of the planned combination of the
asset management businesses of AMP and Henderson. In this regard, the
Directors considered the possible beneficial effect of the significantly
enhanced financial resources of Henderson after the Acquisition and the
fact that the combined entity would have more assets under management
than Henderson alone before the Acquisition. The Directors also consid-
ered information concerning AMP and AMP's current asset management busi-
ness, as well as AMP's plans for the future. Representatives of AMP and
Henderson advised the Directors that the Acquisition would not result in
any reduction in the quality of services now provided to the Fund and
that they did not expect the change
23
<PAGE>
in control of Henderson to result in any material changes in the manner
in which the Subadviser renders services to the Fund. The AMP and Hen-
derson representatives also stated that neither the Acquisition nor any
ancillary transactions would have any adverse effect on the Subadviser's
ability to fulfill its obligations under the Interim Subadvisory Agree-
ment or to operate its business in a manner consistent with past busi-
ness practice.
. The effects of the Acquisition on the Manager's relationship with Hen-
derson and the Subadviser over the near and longer term and the implica-
tions for the Subadviser's capabilities and relationships with the Fund.
. The arrangements pursuant to which the current professionals and manag-
ers of Henderson that are involved with the Subadviser would be induced
to remain with the new organization and the effects of the proposed Ac-
quisition on both such persons and the other officers and employees of
Henderson that are involved with the Subadviser.
. The nature, extent and quality of the management and administrative
services currently provided by the Subadviser, the Manager and other
service providers to the Fund and the expected impact, if any, of the
Acquisition on such services.
. The current and prospective financial condition and stability of the
combined AMP/Henderson asset management entity after the Acquisition.
. Any advantages or disadvantages to the Fund or any of its Series in re-
maining one of the group of investment companies subadvised by the
Subadviser (giving effect to the changes that might result from the Ac-
quisition).
. The fact that Henderson and the Manager agreed to bear the Fund's costs
of obtaining director and shareholder approval of the Interim
Subadvisory Agreements.
. The possible impact of the Acquisition on the information regularly pro-
vided to the Directors, including information about the profitability of
the Fund to the Subadviser.
. An undertaking by the Subadviser to continue to provide subadvisory
services on an interim basis in the event shareholder approval of the
Interim Subadvisory Agreements is not obtained within the time period
provided by the Order.
. Current developments in the investment company and investment advisory
industries.
After careful consideration, the Directors unanimously approved the Interim
Subadvisory Agreements and recommended that the shareholders of each Series of
the Fund approve the Interim Subadvisory Agreement applicable to such Series.
24
<PAGE>
Proposed Subadvisory Agreements. The Directors of the Fund met on April 30,
1998 to evaluate the Proposed Subadvisory Agreements with respect to each Se-
ries of the Fund. At this meeting the Board of Directors considered various
matters in determining to approve the Proposed Subadvisory Agreements and rec-
ommend them to the Shareholders. Senior representatives of Henderson, the Man-
ager and the New Subadviser provided the Directors with detailed information
in connection with the approval of the Proposed Subadvisory Agreements. The
Fund's legal counsel advised the Board of Directors on the nature of the mat-
ters to be considered and the standards to be used by the Board of Directors
in reaching its decision.
In their evaluation of the Proposed Subadvisory Agreements on April 30,
1998, the Directors reviewed considerations substantially similar to those set
forth above in "Factors Considered by the Board of Directors--Interim
Subadvisory Agreements", as they related to the Proposed Subadvisory Agree-
ments. In addition, the Directors considered the following additional factors
specifically relating to the Proposed Subadvisory Agreements:
. The fees payable under the Proposed Subadvisory Agreements, and the re-
lationship of such fees, among other things, to the services anticipated
to be provided by the New Subadviser and the Manager over time.
. The business arrangements between the Manager and the New Subadviser de-
scribed above, and the potential impact on the various Series in the
event of the removal of the Henderson name from the Fund's or the vari-
ous Series' names.
. The proposed allocation of responsibilities and scope of services to be
provided by the Manager and the New Subadviser.
. The fairness and reasonableness of the subadvisory fees under the Pro-
posed Subadvisory Agreements and the management fee under the Management
Agreement, in light of the Proposed Subadvisory Agreements, including
that the portion of the management fee to be retained by the Manager is
justified by the level, nature and quality of services provided, expec-
tations of the Manager's future activities, and the anticipated profit-
ability to the Manager of the fee allocation.
The Directors reviewed the considerations mentioned above, drawing on their
knowledge gained as a result of serving on the Board of the Fund and other in-
vestment companies in the Seligman Group, with respect to the operations and
competence of Henderson generally, and in particular, the competence of the
investment management and other personnel of Seligman Henderson who are ex-
pected to continue providing services to the Fund through their affiliation
with the New Subadviser.
25
<PAGE>
After careful consideration, the Directors unanimously approved the Proposed
Subadvisory Agreements and recommended that the Shareholders of each Series of
the Fund approve the Proposed Subadvisory Agreement applicable to such Series.
The affirmative vote of a majority of the outstanding voting securities of
each Series of the Fund is required for the adoption of each of Proposal 3 and
Proposal 4 with respect to such Series. Under the 1940 Act, a "vote of a ma-
jority of the outstanding voting securities" of the Fund means the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of the Fund
or (2) 67% or more of the shares present at a shareholders' meeting if more
than 50% of the outstanding shares are represented at the meeting in person or
by proxy.
If Proposal 3 is approved by shareholders at the Meeting, the Subadviser's
activities pursuant to the Interim Subadvisory Agreements since the Assignment
Date will be approved and the Escrow Agent will pay the amounts held in the
escrow account to the Subadviser. The Interim Subadvisory Agreement will con-
tinue in effect until December 31, 1998, and thereafter from year to year if
such continuance is specifically approved in the manner required by the 1940
Act, and if the Subadviser shall not have notified the Manager at least 60
days prior to an anniversary date that it does not desire such continuance,
unless Proposal 4 is also approved by the shareholders at the Meeting. If Pro-
posal 3 is not approved by shareholders, the Escrow Agent will pay the amounts
held in the escrow account to the applicable Series of the Fund.
If Proposal 4 is approved by the shareholders at the Meeting, the Interim
Subadvisory Agreement will continue in effect until the Restructuring Date. On
the Restructuring Date, the Proposed Subadvisory Agreement will take effect,
and it will continue in effect until December 31, 1999, and thereafter from
year to year if such continuance is specifically approved in the manner re-
quired by the 1940 Act, and if the Subadviser shall not have notified the Man-
ager at least 60 days prior to an anniversary date that it does not desire
such continuance with respect to any Series.
If Proposal 3 and Proposal 4 are not approved by the shareholders, the Man-
ager will assume all responsibilities currently undertaken by the Subadviser
and the Directors will consider whether any additional action should be taken.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE IN FAVOR OF PROPOSAL 3 AND PROPOSAL 4.
26
<PAGE>
ADDITIONAL INFORMATION CONCERNING THE SUBADVISER AND THE NEW SUBADVISER
The principal executive officer of the Subadviser is Rodney G.D. Smith. The
Subadviser is governed by a Management Committee comprised of the following
individuals:
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- -------------------------------------------------------------------------------
<C> <S>
Iain C. Clark Chief Investment Officer of the Subadviser and Director of
Henderson International Limited; Director and Senior
Portfolio Manager of Henderson plc and Vice President,
Secretary and Treasurer of Henderson International, Inc.
Dugald M. Eadie Managing Director of Henderson plc and Director of
Henderson Administration Limited
Mark J. Lund President of Henderson International, Inc. and Director of
Henderson plc
Richard R. Schmaltz Director of the Fund and Director and Managing Director of
the Manager
Rodney G.D. Smith Chief Executive Officer of the Subadviser and Director and
Managing Director of the Manager
David F. Stein Director and Vice Chairman of the Manager
Brian T. Zino Director and President of the Fund and the Manager
</TABLE>
The address of Messrs. Clark, Eadie and Lund is 3 Finsbury Avenue, London
EC2M 2PA, England. The address of Messrs. Schmaltz, Smith, Stein and Zino is
100 Park Avenue, New York, New York 10017.
Additionally, Lawrence P. Vogel, Vice President of the Fund, is Treasurer of
the Subadviser; and Frank J. Nasta, Secretary of the Fund, is Secretary of the
Subadviser.
During the fiscal year ended October 31, 1997, no commissions were paid by
the Fund to any broker affiliated with the Subadviser.
27
<PAGE>
The principal executive officer of the New Subadviser is Dugald M. Eadie.
The New Subadviser is governed by a Management Committee comprised of the fol-
lowing individuals:
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- -------------------------------------------------------------------------------
<C> <S>
George Ian Buckley Director of Asset Management at Henderson plc and
Director of the New Subadviser
Anthony C. J. Solway Director of Administration of Henderson plc and
Director of the New Subadviser
Michael H. Robinson Director of Human Resources of Henderson plc and
Director of the New Subadviser
Mark V. Phythian-Adams Director of Legal Counsel of Henderson plc and Director
of the New Subadviser
Peter Thomas Johnson Director of Finance of Henderson plc and Director of
the New Subadviser
</TABLE>
The address of Messrs. Buckley, Solway, Robinson, Phythian-Adams and Johnson
is 3 Finsbury Avenue, London EC2M 2PA.
D. OTHER MATTERS; SHAREHOLDER PROPOSALS.
The Management knows of no other matters which are to be brought before the
Meeting. However, if any other matters come before the Meeting, it is intended
that the persons named in the enclosed form of Proxy, or their substitutes,
will vote the Proxy in accordance with their judgment on such matters.
A shareholder proposal intended to be represented at any meeting hereafter
called must be received by the Fund within a reasonable time before the solic-
itation relating thereto is made in order to be included in the notice of
meeting, proxy statement and form of proxy relating to such meeting. Under the
current By-Laws of the Fund, meetings of shareholders are required to be held
only when necessary under the 1940 Act. It is therefore unlikely that share-
holder meetings will be held on an annual basis. The submission by a share-
holder of a proposal for inclusion in the proxy statement does not guarantee
that it will be included. Shareholder proposals are subject to certain regula-
tions under federal law.
28
<PAGE>
E. EXPENSES.
Henderson and the Manager will bear the cost of soliciting Proxies. In addi-
tion to the use of the mails, Proxies may be solicited personally or by tele-
phone or telegraph by Directors, officers and employees of the Fund, the Man-
ager, Seligman Financial Services, Inc., Seligman Services Inc. and Seligman
Data Corp., and the Fund may reimburse persons holding shares in their names
or names of their nominees for their expenses in sending solicitation material
to their principals. Morrow & Co., Inc., 909 Third Avenue, New York, New York
10022-4799 has been engaged to assist in soliciting for a fee of $19,000 plus
expenses, to be paid by Henderson.
By order of the Board of Directors,
/s/ Frank J. Nasta
Secretary
------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL SHAREHOLDERS, INCLUD-
ING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN, SIGN
AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH RE-
QUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR
ADMISSION TO THE MEETING.
29
<PAGE>
EXHIBIT A
EXHIBIT A-1
INTERIM SUBADVISORY AGREEMENTS
(with respect to all Series other than the Emerging Markets Growth Fund)
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated as of March 30, 1998 between J. & W. SELIGMAN &
CO. INCORPORATED, a Delaware corporation (the "Manager") and Seligman Hender-
son Co., a New York general partnership (the "Subadviser").
WHEREAS, the Manager has entered into a Management Agreement, dated March
19, 1992, (the "Management Agreement") with Seligman Henderson International
Fund Series, Inc.* (the "Corporation"), an open-end diversified management in-
vestment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), pursuant to which the Manager will render or con-
tract to obtain as hereinafter provided investment management services to the
Corporation, and to administer the business and other affairs of the Corpora-
tion; and
WHEREAS, the Manager desires to retain the Subadviser to provide investment
management services to the Corporation, and the Subadviser is willing to ren-
der such investment management services.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. DUTIES OF THE SUBADVISER. The Subadviser will provide the Corporation
with investment management services, including investment research, advice and
supervision, determining which securities shall be purchased or sold by the
Corporation, making purchases and sales of securities on behalf of the Corpo-
ration and determining how voting and other rights with respect to securities
of the Corporation shall be exercised, subject in each case to the control of
the Board of Directors of the Corporation and in accordance with the objec-
tives, policies and principles set forth in the Registration Statement and
Prospectus(es) of the Corporation and the requirements of the 1940 Act and
other applicable law.
Subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to
the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Corporation and the performance of its duties under this Agreement except
for willful misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
- ------------
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson
Global Fund Series, Inc.
A-1
<PAGE>
2. EXPENSES. The Subadviser shall pay all of its expenses arising from the
performance of its obligations under Section 1.
3. COMPENSATION. (a) As compensation for the services performed and the fa-
cilities and personnel provided by the Manager pursuant to Section 1, the Man-
ager will pay to the Subadviser each month a fee, calculated on each day dur-
ing such month, at an annual rate of .90% of the Corporation's average daily
net assets.
(b) If the Subadviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Subadviser shall purchase securities
from or through and sell securities to or through such persons, brokers or
dealers as the Subadviser shall deem appropriate in order to carry out the
policy with respect to allocation of portfolio transactions as set forth in
the Registration Statement and Prospectus(es) of the Corporation or as the
Board of Directors of the Corporation may direct from time to time. In provid-
ing the Corporation with investment management and supervision, it is recog-
nized that the Subadviser will seek the most favorable price and execution,
and, consistent with such policy, may give consideration to the research, sta-
tistical 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 ex-
ecute brokerage transactions at a higher cost to the Corporation than may re-
sult 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 Corpora-
tion, the Subadviser may, without material risk, arrange to receive a solicit-
ing dealer's fee or other underwriter's or
A-2
<PAGE>
dealer's discount or commission, the Subadviser shall, unless otherwise di-
rected by the Board of Directors of the Corporation, obtain such fee, discount
or commission and the amount thereof shall be applied to reduce the compensa-
tion 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 anal-
ysis.
5. TERM OF AGREEMENT. This Agreement shall continue in full force and effect
until December 31, 1998, and from year to year thereafter if such continuance
is approved in the manner required by the 1940 Act if the Subadviser shall not
have notified the Manager in writing at least 60 days prior to such December
31 or prior to December 31 of any year thereafter that it does not desire such
continuance. This Agreement may be terminated at any time, without payment of
penalty by the Corporation, on 60 days' written notice to the Subadviser by
vote of the Board of Directors of the Corporation or by vote of a majority of
the outstanding voting securities of the Corporation (as defined by the 1940
Act). This Agreement will automatically terminate in the event of its assign-
ment (as defined by the 1940 Act) or upon the termination of the Management
Agreement.
6. AMENDMENTS. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Corporation is obtained in accordance
with the requirements of the 1940 Act.
7. MISCELLANEOUS. This Agreement shall be governed by and construed in ac-
cordance with the laws of the State of New York. Anything herein to the con-
trary 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 Agree-
ment to be executed by their duly authorized officers as of the date first
above written.
J. & W. SELIGMAN & CO. INCORPORATED
By _______________________________________
SELIGMAN HENDERSON CO.
By _______________________________________
A-3
<PAGE>
EXHIBIT A-2
(with respect to the Emerging Markets Growth Fund)
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated as of March 30, 1998, between J. & W. SELIGMAN
& CO. INCORPORATED, a Delaware corporation (the "Manager") and Seligman Hen-
derson Co., a New York general partnership (the "Subadviser"), on behalf of
Seligman Henderson Emerging Markets Growth Fund, a series of Seligman Hender-
son Global Fund Series, Inc. (the "Corporation").
WHEREAS, the Manager has entered into a Management Agreement, dated March
19, 1992, (the "Management Agreement") with the Corporation, an open-end di-
versified management investment company registered under the Investment Com-
pany Act of 1940, as amended (the "1940 Act"), pursuant to which the Manager
will render or contract to obtain as hereinafter provided investment manage-
ment services to the Corporation, and to administer the business and other af-
fairs of the Corporation; and
WHEREAS, the Manager desires to retain the Subadviser to provide investment
management services to the Corporation, and the Subadviser is willing to ren-
der such investment management services.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. DUTIES OF THE SUBADVISER. The Subadviser will provide the Corporation
with investment management services, including investment research, advice and
supervision, determining which securities shall be purchased or sold by the
Corporation, making purchases and sales of securities on behalf of the Corpo-
ration and determining how voting and other rights with respect to securities
of the Corporation shall be exercised, subject in each case to the control of
the Board of Directors of the Corporation and in accordance with the objec-
tives, policies and principles set forth in the Registration Statement and
Prospectus(es) of the Corporation and the requirements of the 1940 Act and
other applicable law.
Subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to
the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Corporation and the performance of its duties under this Agreement except
for willful misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
A-4
<PAGE>
2. EXPENSES. The Subadviser shall pay all of its expenses arising from the
performance of its obligations under Section 1.
3. COMPENSATION. (a) As compensation for the services performed and the fa-
cilities and personnel provided by the Manager pursuant to Section 1, the Man-
ager will pay to the Subadviser each month a fee, calculated on each day dur-
ing such month, at an annual rate of 1.15% of the Corporation's average daily
net assets.
(b) If the Subadviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Subadviser shall purchase securities
from or through and sell securities to or through such persons, brokers or
dealers as the Subadviser shall deem appropriate in order to carry out the
policy with respect to allocation of portfolio transactions as set forth in
the Registration Statement and Prospectus(es) of the Corporation or as the
Board of Directors of the Corporation may direct from time to time. In provid-
ing the Corporation with investment management and supervision, it is recog-
nized that the Subadviser will seek the most favorable price and execution,
and, consistent with such policy, may give consideration to the research, sta-
tistical 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 ex-
ecute brokerage transactions at a higher cost to the Corporation than may re-
sult 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 Corpora-
tion, the Subadviser may, without material risk, arrange to receive a solicit-
ing dealer's fee or other underwriter's or dealer's discount or commission,
the Subadviser shall, unless otherwise directed by the Board of Directors of
the Corporation, obtain such fee, discount or commission and the amount
thereof shall
A-5
<PAGE>
be applied to reduce the compensation to be received by the Subadviser pursu-
ant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the Corporation from
approving the payment by the Corporation of additional compensation to others
for consulting services, supplemental research and security and economic anal-
ysis.
5. TERM OF AGREEMENT. This Agreement shall continue in full force and effect
until December 31, 1998, and from year to year thereafter if such continuance
is approved in the manner required by the 1940 Act if the Subadviser shall not
have notified the Manager in writing at least 60 days prior to such December
31 or prior to December 31 of any year thereafter that it does not desire such
continuance. This Agreement may be terminated at any time, without payment of
penalty by the Corporation, on 60 days' written notice to the Subadviser by
vote of the Board of Directors of the Corporation or by vote of a majority of
the outstanding voting securities of the Corporation (as defined by the 1940
Act). This Agreement will automatically terminate in the event of its assign-
ment (as defined by the 1940 Act) or upon the termination of the Management
Agreement.
6. AMENDMENTS. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Corporation is obtained in accordance
with the requirements of the 1940 Act.
7. MISCELLANEOUS. This Agreement shall be governed by and construed in ac-
cordance with the laws of the State of New York. Anything herein to the con-
trary 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 Agree-
ment to be executed by their duly authorized officers as of the date first
above written.
J. & W. SELIGMAN & CO. INCORPORATED
By _______________________________________
SELIGMAN HENDERSON CO.
By _______________________________________
A-6
<PAGE>
EXHIBIT B
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated , 1998 between J. & W. SELIGMAN & CO.
INCORPORATED, a Delaware corporation (the "Manager") and HENDERSON INVESTMENT
MANAGEMENT LIMITED (the "Subadviser").
WHEREAS, the Manager has entered into a Management Agreement, dated March
19, 1992 (the "Management Agreement"), with Seligman Henderson Global Fund Se-
ries, 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 Prospec-
tus(es) of the Corporation and the requirements of the 1940 Act, and in con-
junction with and under the supervision of the Manager, the Subadviser agrees
to furnish the Manager and the Corporation with such investment advice, re-
search 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 strate-
gy, 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 ex-
isting 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, in-
cluding foreign exchange dealings. The Subadviser will make available repre-
sentatives to report in person to the Board of Directors at least semi-annu-
ally on investment results, regulatory compliance and other matters that the
Manager or the Board of Directors may reasonably request. The Subadviser shall
also provide such reports and other information to the Manager or the Board of
Directors as such persons may reasonably request.
B-1
<PAGE>
Portfolio accounting and pricing for the Corporation will be the ultimate
responsibility of a third party accounting agent or administrator; however, in
the event that an asset under the supervision of the Subadviser cannot be
priced by a pricing source authorized by the Manager, the Subadviser will pro-
vide the third party accounting agent or administrator with daily prices for
such asset in accordance with the Corporation's pricing procedures. Notwith-
standing 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 moni-
tor the performance of Custodians within the terms of the Corporation's custo-
dian agreements (to the extent such terms are known by the Subadviser or a re-
lated 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 Manag-
er, which may be done via computer.
Subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to
the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the performance of
its duties under this Agreement except for willful misfeasance, bad faith or
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
2. EXPENSES. The Subadviser shall pay all of its expenses arising from the
performance of its obligations under Section 1.
3. COMPENSATION. (a) As compensation for the services performed by the
Subadviser pursuant to Section 1, the Manager will pay to the Subadviser each
month a fee based on the Applicable Percentage of the average monthly assets
under the Subadviser's supervision.
(b) As used herein, the term "Applicable Percentage" shall mean an annual
rate of .90% for the period July 1, 1998 through June 30, 1999; .70% for the
period July 1, 1999 through June 30, 2000; and .50% thereafter.
(c) Average monthly assets under the Subadviser's supervision shall be de-
termined, for any month, by taking the average of the assets (adjusted to re-
flect receivables for assets sold and payables for assets purchased) under the
Subadviser's supervision as of (i) the opening of business on the first day of
such month and (ii) the close of business on the last day of such month.
B-2
<PAGE>
(d) If the Subadviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
(e) Any fee payable to the Subadviser under this Agreement shall be paid to
the Subadviser or to an affiliate of the Subadviser at an address designated
by the Subadviser.
4. PURCHASE AND SALE OF SECURITIES. The Subadviser shall purchase securities
from or through and sell securities to or through such persons, brokers or
dealers as the Subadviser shall deem appropriate in order to carry out the
policy with respect to allocation of portfolio transactions as set forth in
the Registration Statement and Prospectus(es) of the Corporation or as the
Board of Directors of the Corporation may direct from time to time. In provid-
ing the Corporation with investment management and supervision, it is recog-
nized that the Subadviser will seek the most favorable price and execution,
and, consistent with such policy, may give consideration to the research, sta-
tistical 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 ex-
ecute brokerage transactions at a higher cost to the Corporation than may re-
sult 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 Corpora-
tion, the Subadviser may, without material risk, arrange to receive a solicit-
ing 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 anal-
ysis.
B-3
<PAGE>
5. TERM OF AGREEMENT. This Agreement shall become effective July 1, 1998 and
shall continue in full force and effect with respect to each Series of the
Corporation until December 31, 1999, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the
Subadviser shall not have notified the Manager in writing at least 60 days
prior to such December 31 or prior to December 31 of any year thereafter that
it does not desire such continuance. This Agreement may be terminated at any
time with respect to any Series, without payment of penalty by the Corpora-
tion, on 60 days' written notice to the Subadviser by vote of the Board of Di-
rectors of the Corporation or by vote of a majority of the outstanding voting
securities (as defined by the 1940 Act) of such Series. This Agreement will
automatically terminate in the event of its assignment (as defined by the 1940
Act) or upon the termination of the Management Agreement.
6. AMENDMENTS. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Corporation is obtained in accordance
with the requirements of the 1940 Act.
7. MISCELLANEOUS. This Agreement shall be governed by and construed in ac-
cordance with the laws of the State of New York. Anything herein to the con-
trary 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 Agree-
ment to be executed by their duly authorized officers as of the date first
above written.
J. & W. SELIGMAN & CO. INCORPORATED
By _______________________________________
HENDERSON INVESTMENT MANAGEMENT LIMITED
By _______________________________________
B-4
<PAGE>
EXHIBIT C
The table below sets forth the net assets and the subadvisory fee paid by
the Manager to the Subadviser for the fiscal year ended October 31, 1997 with
respect to each Series of Seligman Henderson Global Fund Series, Inc. and the
other investment companies which have investment objectives similar to such
Series:
<TABLE>
<CAPTION>
APPROXIMATE FISCAL 1997
NET ASSETS SUBADVISORY
AS OF FEE AS A %
OCTOBER 31, 1997 OF AVERAGE DAILY
NAME OF INVESTMENT COMPANY (000S OMITTED) NET ASSETS
-------------------------- ---------------- ----------------
<S> <C> <C>
Seligman Henderson Global Fund Series, Inc.:
International Fund $ 93,434 0.90%
Emerging Markets Growth Fund 104,139 1.15
Global Growth Opportunities Fund 192,671 0.90
Global Smaller Companies Fund 1,052,622 0.90
Global Technology Fund 869,185 0.90
Seligman Portfolios, Inc.:*
International Portfolio 9,182 0.33
Global Growth Opportunities Portfolio 5,449 0.29
Global Smaller Companies Portfolio 20,505 0.84
Global Technology Portfolio 3,686 0.30
</TABLE>
- ------------
* Seligman Portfolios, Inc. is the underlying investment vehicle for certain
variable annuity insurance products. The net assets and subadvisory fee
rates shown above are as of/for the year ended December 31, 1997. The
subadvisory fee rate is 0.90% per annum of the average daily net assets of
each Portfolio; however, the Subadviser voluntarily waived portions of its
fee for each Portfolio.
C-1
<PAGE>
SELIGMAN
HENDERSON
GLOBAL
FUND SERIES, INC.
Notice of Special Meeting
of Shareholders
and
Proxy Statement
--------------------------
Time: June 30, 1998
10:00 A.M.
Place: Grand Hyatt Hotel
42nd Street and
Lexington Avenue
New York, New York 10017
Please date, fill in and
sign the enclosed form of
Proxy and mail it in the
enclosed return envelope
which requires no postage if
mailed in the United States.
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
Managed by
[LOGO]
J. & W. Seligman & Co.
incorporated
investment managers and advisors
established 1864
100 Park Avenue, New York, NY 10017
[LOGO]
<PAGE>
PROXY SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominees write
the nominee's on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998 which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
<PAGE>
PROXY SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominees write
the nominee's on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998, which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
<PAGE>
PROXY SELIGMAN HENDERSON INTERNATIONAL FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominees write
the nominee's on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998, which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
<PAGE>
PROXY SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominees write
the nominee's on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998, which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
<PAGE>
PROXY SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND
a Series of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)
proxies, with power of substitution to attend the Special Meeting (and any
adjournments thereof) and vote all shares the undersigned is entitled to vote
upon the matters indicated and on any other business that may properly come
before the Meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR all proposals.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS [ ] FOR all Nominees [ ] WITHHOLD AUTHORITY TO VOTE
(except as written for all nominees listed
on the line below). below.
NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,
Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and
Brian T. Zino
INSTRUCTIONS: (To withhold authority to vote for any individual nominees write
the nominee's on the line below.)
________________________________________________________________________________
YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.
<PAGE>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of Interim Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Seligman Henderson Co., effective March 30, 1998, which
would result in no change in the aggregate fees payable by the Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of Proposed Subadvisory Agreement between J. & W. Seligman & Co.
Incorporated and Henderson Investment Management Limited, to take effect July 1,
1998, which would result in no change in the aggregate fees payable by the
Series.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
DATED __________________________________, 1998
______________________________________________
Signature
______________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s)
on this proxy(ies). Only one signature is
required in case of a joint account. When
signing in a representative capacity, please
give title.
This Proxy is solicited on behalf of the Board of Directors
