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Seligman Global Fund Series Inc · DEF 14A · For 6/30/98

Filed On 5/18/98 · SEC File 811-06485 · Accession Number 881466-98-7

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 5/18/98  Seligman Global Fund Series Inc   DEF 14A     6/30/98    1:54

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy                                      54    183K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Factors Considered by the Board of Directors Interim Subadvisory Agreements Nominees Original Subadvisory Agreements Proposed Subadvisory Agreement
1	1st Page
18	Original Subadvisory Agreements
19	Interim Subadvisory Agreements
20	Proposed Subadvisory Agreement
25	Factors Considered by the Board of Directors
45	Nominees

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)

Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check
the appropriate box: |_| Preliminary Proxy Statement |_|  Confidential,  for Use
of the Commission Only (as permitted by                                         
Rule  14a-6(e)(2))                                                      
|X| Definitive Proxy Statement                                                  
|_| Definitive Additional Materials                                             
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12           

SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. 
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant) 

Payment of Filing Fee (Check the appropriate box):                              

|X| No fee required.                                                            
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

1) Title of each class of securities to which transaction applies:              

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

2) Aggregate number of securities to which transaction applies:                 

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

3) Per unit price or other underlying value of transaction  computed pursuant to
   Exchange  Act Rule 0-11  (Set  forth the  amount on which the  filing  fee is
calculated and state how it was determined):                              

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

4) Proposed maximum aggregate value of transaction:                             

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

5) Total fee paid:                                                              
-------------------------------------------------------------------       

|_| Fee paid previously with preliminary materials.                             
|_| Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.                                

1) Amount Previously Paid:                                                      

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

2) Form, Schedule or Registration Statement No.:                                

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

3) Filing Party:                                                                

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

4) Date Filed:                                                                  

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SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. 
100 Park Avenue, New York, New York 10017 
 Toll-Free Telephone: (800) 221-2450
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 
 TO BE HELD ON JUNE 30, 1998

To the Shareholders:                                                            

 A Special Meeting of  Shareholders (the "Meeting") of each Series of Seligman
Henderson Global Fund Series, Inc., a Maryland corporation (the "Fund"), will be
held at the Grand Hyatt Hotel, 42nd Street and Lexington  Avenue, New York, New 
York on June 30, 1998 at 10:00 A.M., for the following purposes:                

(1) To elect twelve Directors;                                          
(2) To act on a proposal to ratify the selection of Deloitte & Touche   
llp as auditors of the Fund for 1998;                           
(3) To approve or disapprove new Subadvisory Agreements for each Series 
    of the Fund between J. & W. Seligman & Co. Incorporated (the "Manag-
   er") and Seligman Henderson Co., such agreements to be identical to
   the prior subadvisory agreements in all respects except as to their
commencement dates and termination dates;                       
   (4) To approve or disapprove a new Subadvisory Agreement for each Series of
       the  Fund  between  the  Manager  and  Henderson Investment  Management
       Limited,  such  agreement to become  effective upon  termination of the
Subadvisory Agreements referred to in proposal (3); and         
(5) To transact such other business as may properly come before the     
Meeting or any adjournment thereof;                             

all as set forth in the Proxy Statement accompanying this Notice.               

 The  approval of  Proposals 3 and 4 by the shareholders  of a Series will not
result in any increase in the aggregate fees payable by the Series.             

 The close of business on April 30, 1998 has been fixed as the record date for
the  determination of shareholders entitled to notice of, and to vote at, the   
Meeting or any adjournment thereof.                                             

                              By order of the Board of
                  Directors,

                               /s/ Frank Nasta

                                 Secretary
Dated: New York, New York, May 18, 1998                                         

------------  
           YOUR VOTE IS  IMPORTANTNO  MATTER  HOW MANY  SHARES  YOU OWN.  PLEASE
 INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT,
 AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE
 AND NEEDS NO  POSTAGE  IF MAILED IN THE  UNITED  STATES.  IN ORDER TO  AVOIDTHE
 ADDITIONAL EXPENSE OF FURTHER SOLICITATION,  WE ASK YOUR COOPERATION IN MAILING
YOUR PROXY PROMPTLY.A PROXY WILL NOT BE REQUIRED FOR ADMISSION TO             
THE MEETING.

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                                                                  May 18, 1998

SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. 

100 PARK AVENUE, NEW YORK, NEW YORK 10017 

 PROXY STATEMENT

 FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 1998 

  This Proxy Statement is furnished to you in connection  with the  solicitation
of Proxies by the Board of Directors of Seligman  Henderson  Global Fund Series,
Inc.  (the  "Fund")  to be used at the  Special  Meeting  of  Shareholders  (the
"Meeting")  to be held at the Grand  Hyatt  Hotel,  42nd  Street  and  Lexington
Avenue, New York, New York on June 30, 1998.                                    

  The Fund  offers five  separate  Series,  each of which is a separate  pool of
assets  constituting,  in  effect,  a  separate  fund  with  its own  investment
objectives  and  policies.  The names of the five Series are Seligman  Henderson
International  Fund (the  "International  Fund"),  Seligman  Henderson  Emerging
Markets Growth Fund (the "Emerging  Markets  Growth Fund"),  Seligman  Henderson
Global  Growth  Opportunities  Fund (the "Global  Growth  Opportunities  Fund"),
Seligman  Henderson Global Smaller Companies Fund (the "Global Smaller Companies
Fund"),  and Seligman  Henderson  Global  Technology  Fund  ("Global  Technology
Fund").                                                                         

  This Proxy  Statement  relates to four  proposals:  (i) the election of twelve
Directors,  (ii) the  ratification  of the  selection  of auditors for the Fund,
(iii) the  approval of new  Subadvisory  Agreements  for each Series of the Fund
between J. & W. Seligman & Co.  Incorporated  (the  "Manager") and Seligman Hen-
derson Co. and (iv) the approval of a new Subadvisory  Agreement for each Series
of the Fund between the Manager and  Henderson  Investment  Management  Limited.
Proposals  1 and 2 will be voted  upon by the  shareholders  of all five  Series
collectively.  Proposals 3 and 4 will be voted upon  separately  with respect to
each Series by the shareholders of such Series.                                 

  If the accompanying  form of Proxy is executed  properly and returned,  shares
represented by it will be voted at the Meeting.  If you give instructions,  your
shares  will be voted  in  accordance  with  your  instructions.  If you give no
instructions and return your signed Proxy, your shares will be voted (i) for the
election of twelve  Directors,  (ii) for the  ratification  of the  selection of
auditors,  (iii) for the approval of new Subadvisory  Agreements for each Series
of the Fund  between  the  Manager  and  Seligman  Henderson  Co.,  (iv) for the
approval of new a Subadvisory Agreement for each Series of                      

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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:                

                                                                · Download Table

SERIES                                           CLASS A    CLASS B    CLASS D  
------                                          ---------- ---------- ----------
                                                                                
International Fund.............................  2,431,471    460,796  2,214,234
Emerging Markets Growth Fund...................  5,215,122  3,672,155  3,406,785
Global Growth Opportunities Fund............... 10,942,208  2,160,515  6,845,051
Global Smaller Companies Fund.................. 25,853,175 16,834,444 22,475,087
Global Technology Fund......................... 41,517,450  4,775,425 17,313,951

  Each  share  outstanding  on the record  date,  regardless  of class,  will be
entitled  to one  vote at the  Meeting.  For all  matters  on  which a vote of a
majority of the shares outstanding and entitled to vote is required (proposals 3
and 4), an  abstention  or broker  non-vote  will have the same effect as a vote
against the proposal. For any matters on which the affirmative vote of plurality
or a majority of the votes cast at a meeting is required (proposals 1 and 2), an
abstention or broker non-vote will not be considered a vote cast.               

  In the event that a quorum is not  represented  at the  Meeting  or, even if a
quorum is so  represented,  in the event that  sufficient  votes in favor of any
management  proposal  are not received by June 30,  1998,  the persons  named as
proxies may propose  and vote for one or more  adjournments  of the Meeting if a
quorum is not represented  or, if a quorum is so represented,  only with respect
to such  management  proposal,  with no notice other than an announcement at the
Meeting,  and further  solicitation may be made.  Shares  represented by proxies
indicating  a  vote  against  a  management   proposal  will  be  voted  against
adjournment in respect of that proposal.                                        

The Fund is managed by the Manager. Seligman Henderson Co. (the             
"Subadviser") supervises and directs the Fund's global investments. The Fund's  
shareholder service agent is Seligman Data Corp. The Fund's distributor (prin-  
cipal underwriter) is Seligman Financial Services, Inc. The address of each of  
these entities is 100 Park Avenue, New York, New York 10017. The Fund will      

2 

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furnish, without charge, copies of its most recent annual report and semi-an-   
nual report to any shareholder upon request to Seligman Data Corp. at (800)     
221-2450.                                                                       

  It is expected that the Notice of Special Meeting, Proxy Statement and form of
Proxy will first be mailed to shareholders on or about May 18, 1998.            

 A. ELECTION OF DIRECTORS.

(Proposal 1)

At the Meeting, twelve Directors are to be elected. Mr. John R. Galvin, Dr. 
Alice S. Ilchman, Messrs. Frank A. McPherson and John E. Merow, Mrs. Betsy S.   
Michel and Messrs. William C. Morris, James C. Pitney, James Q. Riordan, Rich-  
ard R. Schmaltz, Robert L. Shafer, James N. Whitson and Brian T. Zino (togeth-  
er, the "Nominees") have each been recommended by the Director Nominating Com-  
mittee of the Board of Directors of the Fund for election. If elected, such     
Directors will hold office until the next meeting at which director elections   
are held or until their successors are elected and qualified.                   

  It is the intention of the persons named on the accompanying  form of Proxy to
nominate and to vote for the election of the Nominees.  Each of the Nominees has
been a Director since the date set forth in the background information regarding
such  Nominees.  Each  of  the  nominees  previously  has  been  elected  by the
shareholders  of the Fund,  with the exception of Messrs.  Galvin and McPherson,
who were elected by the Board of Directors  on May 18, 1995,  and Mr.  Schmaltz,
who was elected by the Board of Directors on May 16, 1997.                      

  Each  Nominee  has agreed to serve if  elected.  There is no reason to believe
that any of the Nominees will become  unavailable  for election as a Director of
the Fund, but if that should occur before the Meeting, Proxies will be voted for
the persons the Board of Directors recommends.                                  

Background information regarding the Nominees follows.                      

3 

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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.

                                                                · Download Table


                                                            SHARES OF    
                                                               COMMON    
                                                  STOCKOWNED, DIRECTLY OR
                                                     INDIRECTLY, AS OF   
                                                      APRIL 30, 1998**   
--------------  -------------------------------------   ------------     
                                                                         
 John R. Gal-   DEAN, FLETCHER SCHOOL OF LAW AND DI-       71IN          
  vin 1995 to    PLOMACY AT TUFTS UNIVERSITY, MED-         142EM         
   Date(68)     FORD, MA. General Galvin is Director       146GG         
                or Trustee of each of the Seligman         85GS          
  [PHOTO]       Group of investment companies.+ He         99GT          
                is also Chairman of the American                         
                Council on Germany; a Governor of                        
                the Center for Creative Leadership;                      
                and a Director of Raytheon Co., the                      
                National Defense University, and the                     
                Institute for Defense Analysis. He                       
                was formerly a Director of USLIFE                        
                Corporation; Ambassador, U.S. State                      
                Department for negotiations in Bos-                      
                nia; Distinguished Policy Analyst at                     
                Ohio State University; and Olin Dis-                     
                tinguished Professor of National Se-                     
                curity Studies at the United States                      
                Military Academy. From June 1987 to                      
                June 1992, General Galvin was the                        
                Supreme Allied Commander, Europe and                     
                the Commander-in-Chief, United                           
                States European Command.                                 

   Alice S.     PRESIDENT, SARAH LAWRENCE COLLEGE,          132IN        
 Ilchman 1992   BRONXVILLE, NY. Dr. Ilchman is a Di-      1,296EM        
 to Date (63)   rector or Trustee of each of the Se-      2,285GG        
                ligman Group of investment compa-           369GS        
  [PHOTO]       nies.+ She is also Chairman of The        1,747GT        
                Rockefeller Foundation and a Direc-                      
                tor of The Committee for Economic                        
                Development. She was formerly a                          
                Trustee of The Markle Foundation;                        
                and a Director of the International                      
                Research & Exchange Board and NYNEX.                     

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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.

                                                                · Download Table


                                                              SHARES OF    
                                                                 COMMON    
                                                    STOCKOWNED, DIRECTLY OR
                                                       INDIRECTLY, AS OF   
                                                        APRIL 30, 1998**   
 --------------   -------------------------------------   ------------     
                                                                           
Frank A. McPher-  RETIRED CHAIRMAN OF THE BOARD AND         1,088 IN       
   son 1995 to    CHIEF EXECUTIVE OFFICER OF KERR-MC-       2,661 EM       
    Date(65)      GEE CORPORATION, OKLAHOMA CITY, OK.       3,208 GG       
                  Mr. McPherson is a Director or            1,991 GS       
   [PHOTO]        Trustee of each of the Seligman             108 GT       
                  Group of investment companies.+ He                       
                  is also a Director of Kimberly-Clark                     
                  Corporation, Bank of Oklahoma Hold-                      
                  ing Company, Baptist Medical Center,                     
                  Oklahoma Chapter of the Nature Con-                      
                  servancy, Oklahoma Medical Research                      
                  Foundation, and National Boys and                        
                  Girls Clubs of America; and Presi-                       
                  dent of the Oklahoma Foundation for                      
                  Excellence in Education. He was for-                     
                  merly Chairman of the Oklahoma City                      
                  Chamber of Commerce and the Oklahoma                     
                  City Public Schools Foundation; a                        
                  Director of the Federal Reserve Sys-                     
                  tem's Kansas City Reserve Bank; and                      
                  a Member of The Business Roundtable.                     

     John E.      RETIRED CHAIRMAN AND SENIOR PARTNER,      5,000 IN       
  Merow 1992 to   SULLIVAN & CROMWELL, LAW FIRM, NEW       10,000 EM       
    Date(68)      YORK, NY. Mr. Merow is a Director or     10,000 GG       
                  Trustee of each of the Seligman           5,000 GS       
   [PHOTO]        Group of investment companies.+ He       15,000 GT       
                  is also a Director of Commonwealth                       
                  Industries, Inc., the Foreign Policy                     
                  Association, the Municipal Art Soci-                     
                  ety of New York, and the United                          
                  States Council for International                         
                  Business; Chairman of the American                       
                  Australian Association; Chairman of                      
                  The New York and Presbyterian Hospi-                     
                  tal Care Network, Inc. and a Trustee                     
                  of The New York and Presbyterian                         
                  Hospital; Vice Chairman of the                           
                  United States-New Zealand Council;                       
                  and a Member of the American Law In-                     
                  stitute and the Council on Foreign                       
                  Relations.                                               
                                                                              

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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.

                                                                · Download Table


                                                             SHARES OF    
                                                                COMMON    
                                                   STOCKOWNED, DIRECTLY OR
                                                      INDIRECTLY, AS OF   
                                                       APRIL 30, 1998**   
--------------   -------------------------------------   ------------     
                                                                          
Betsy S. Michel  ATTORNEY, GLADSTONE, NJ. Mrs. Michel     10,975 IN       
 1992 to Date    is a Director or Trustee of each of       1,445 EM       
     (55)        the Seligman Group of investment          1,462 GG       
                 companies.+ She is also a Trustee of     15,150 GS       
  [PHOTO]        The Geraldine R. Dodge Foundation;        1,008 GT       
                 and Chairman of the Board of Trust-                      
                 ees of St. George's School (Newport,                     
                 RI). She was formerly a Director of                      
                 The National Association of Indepen-                     
                 dent Schools (Washington, DC)                            

William C. Mor-  CHAIRMAN, J. & W. SELIGMAN & CO. IN-     16,700 IN       
 ris* 1991 to    CORPORATED, NEW YORK, NY. Mr. Morris      4,551 EM       
   Date(60)      is Chairman and Chief Executive Of-      63,351 GG       
                 ficer of each of the Seligman Group      27,550 GS       
  [PHOTO]        of investment companies;+ Chairman       13,541 GT       
                 of Seligman Financial Services, Inc.                     
                 and Seligman Services, Inc.; and a                       
                 Director of Seligman Data Corp. He                       
                 is also Chairman of Carbo Ceramics                       
                 Inc.; a Member of the Board of Gov-                      
                 ernors of the Investment Company In-                     
                 stitute; and a Director of Kerr-Mc-                      
                 Gee Corporation.                                         

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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.

                                                                · Download Table


                                                              SHARES OF    
                                                                 COMMON    
                                                    STOCKOWNED, DIRECTLY OR
                                                       INDIRECTLY, AS OF   
                                                        APRIL 30, 1998**   
 --------------   -------------------------------------   ------------     
                                                                           
 James C. Pitney  RETIRED PARTNER, PITNEY, HARDIN,          1,496 IN       
1992 to Date(71)  KIPP & SZUCH, LAW FIRM, MORRISTOWN,      15,409 EM       
                  NJ. Mr. Pitney is a Director or             145 GG       
  [PHOTO]         Trustee of each of the Seligman              85 GS       
                  Group of investment companies.+ He           99 GT       
                  was formerly a Director of Public                        
                   Service Enterprise Group.                               

James Q. Riordan  DIRECTOR, VARIOUS ORGANIZATIONS,           71 IN         
  1992 to Date    STUART, FL. Mr. Riordan is a Direc-       710 EM         
      (70)        tor or Trustee of each of the Selig-      146 GG         
                  man Group of investment companies.+        85 GS         
  [PHOTO]         He is also a Director of The Houston      104 GT         
                  Exploration Company, The Brooklyn                        
                  Museum, Keyspan Energy Corporation,                      
                  Brooklyn Union Gas Company, The Com-                     
                  mittee for Economic Development, and                     
                  Public Broadcasting Service (PBS).                       
                  He was formerly Vice Chairman of Mo-                     
                  bil Corporation; Co-Chairman of the                      
                  Policy Council of The Tax Founda-                        
                  tion; a Director and President of                        
                  Bekaert Corporation; and a Director                      
                  of Tesoro Petroleum Companies, Inc.                      
                  and Dow Jones & Company, Inc.                            
                                                                              

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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.

                                                                · Download Table

                                                              SHARES OF    
                                                                 COMMON    
                                                    STOCKOWNED, DIRECTLY OR
                                                       INDIRECTLY, AS OF   
                                                        APRIL 30, 1998**   
 --------------   -------------------------------------   ------------     
                                                                           
   Richard R.     DIRECTOR AND MANAGING DIRECTOR, DI-       869 IN         
Schmaltz*1997 to  RECTOR OF INVESTMENTS, J. & W. SE-        321 EM         
    Date(57)      LIGMAN & CO. INCORPORATED, NEW YORK,      208 GG         
                  NY. Mr. Schmaltz is a Director or         995 GS         
    [PHOTO]       Trustee of each of the Seligman           263 GT         
                  Group of investment companies,+ with                     
                  the exception of Seligman Cash Man-                      
                  agement Fund, Inc. He is also a Di-                      
                  rector of Seligman Henderson Co. and                     
                  a Trustee Emeritus of Colby College.                     
                  He was formerly Director, Investment                     
                  Research at Neuberger & Berman from                      
                  May 1993 to September 1996 and Exec-                     
                  utive Vice President of McGlinn Cap-                     
                  ital from July 1987 to May 1993.                         

Robert L. Shafer  RETIRED VICE PRESIDENT OF PFIZER          566 IN         
  1992 to Date    INC., NEW YORK, NY. Mr. Shafer is a       500 EM         
      (66)        Director or Trustee of each of the        521 GG         
                  Seligman Group of investment compa-       547 GS         
    [PHOTO]       nies.+ He was formerly a Director of      590 GT         
                  USLIFE Corporation.                                      
                                                                              

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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.

                                                                · Download Table

                                                              SHARES OF    
                                                                 COMMON    
                                                    STOCKOWNED, DIRECTLY OR
                                                       INDIRECTLY, AS OF   
                                                        APRIL 30, 1998**   
 --------------   -------------------------------------   ------------     
                                                                           
James N. Whitson  RETIRED EXECUTIVE VICE PRESIDENT AND      1,273 IN       
  1993 to Date    CHIEF OPERATING OFFICER OF SAMMONS        1,000 EM       
      (63)        ENTERPRISES, INC., DALLAS, TX. Mr.        2,085 GG       
                  Whitson is a Director or Trustee of       1,211 GS       
    [PHOTO]       each of the Seligman Group of in-         2,546 GT       
                  vestment companies.+ He is also a                        
                  Consultant to and Director of                            
                  Sammons Enterprises, Inc.; and a Di-                     
                  rector of C-SPAN and CommScope, Inc.                     
                  He was formerly a Director of Red                        
                  Man Pipe and Supply Company.                             

 Brian T. Zino*   DIRECTOR AND PRESIDENT, J. & W. SE-      21,299 IN       
1993 to Date(45)  LIGMAN & CO. INCORPORATED, NEW YORK,     28,090 EM       
                  NY. Mr. Zino is President of each of      6,515 GG       
    [PHOTO]       the Seligman Group of investment         23,478 GS       
                  companies,+ with the exception of        16,673 GT       
                  Seligman Quality Municipal Fund,                         
                  Inc. and Seligman Select Municipal                       
                  Fund, Inc. He is also a Director or                      
                  Trustee of each of the Seligman                          
                  Group of investment companies;                           
                  Chairman of Seligman Data Corp.; and                     
                  a Director of Seligman Financial                         
                  Services, Inc., Seligman Services,                       
                  Inc. and Seligman Henderson Co.                          

------------                                                                    
+ 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.                                       

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  Unless  otherwise  indicated,  Directors have sole voting and investment power
with respect to shares shown.  At April 30, 1998,  Directors and Officers of the
Fund as a group owned directly or indirectly  63,126 Class A shares, or 2.60% of
the outstanding  shares of the Class A capital stock of the International  Fund;
69,633 Class A shares, or 1.34% of the outstanding shares of the Class A capital
stock of the Emerging  Markets Growth Fund; and less than 1% of the  outstanding
shares of the Class A capital stock of each of the Global  Growth  Opportunities
Fund,  Global Smaller Companies Fund and Global Technology Fund. No Directors or
Officers  owned  Class B or Class D shares of any  Series of the Fund as of such
date.                                                                           

William C. Morris owns a majority of the outstanding voting securities of   
the Manager. Accordingly, under the applicable provisions of the Investment     
Company Act of 1940 (the "1940 Act"), Mr. Morris is a control person of the     
Manager. Because the Manager owns a 50% interest in the Subadviser, Mr. Morris  
may also be deemed to own indirectly a material interest in the Subadviser.     
Messrs. Richard R. Schmaltz and Brian T. Zino are also shareholders of the      
Manager.                                                                        

  As of January 1, 1997,  Richard R.  Schmaltz  bought 500 Class A common shares
and 500 Class B common  shares of the Manager from the Manager,  each at a price
of $230.60 per share.  As of January 1, 1998,  Mr.  Schmaltz  bought 500 Class A
common  shares and 1,000 Class B common  shares of the Manager from the Manager,
each at a price of $239.48 per share.                                           

  The Board of Directors  met six times during the Fund's  fiscal year ended Oc-
tober  31,  1997.  The  standing  committees  of the  Board  include  the  Board
Operations Committee,  Audit Committee and Director Nominating Committee.  These
Committees are comprised solely of Directors who are not "interested persons" of
the Fund as that term is defined in the 1940 Act. The duties of these Committees
are described below.                                                            

Board Operations Committee. This Committee, which was formed on July 17,    
1997, has authority generally to direct the operations of the Board, including  
the nomination of members of other Board Committees, and the selection of le-   
gal counsel for the Fund. Members of the Committee are Messrs. Riordan (Chair-  
man), Galvin, McPherson, Merow, Pitney, Shafer and Whitson, Dr. Ilchman and     
Mrs. Michel.                                                                    

  Audit Committee.  This Committee recommends the independent public accountants
for  selection  as  auditors  by the Board and,  when  appropriate,  shareholder
approval.  In addition,  it reviews, with the auditors and such other persons as
it determines,  (a) the scope of audit,  (b)  accounting and financial  internal
controls,  (c) quality and adequacy of the  accounting  staff and (d) reports of
the auditors.  The Committee  comments to the Board when  warranted and at least
annually. It is directly                                                        

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available to the auditors and officers of the Fund for consultation on audit,   
accounting and related financial matters. The Committee met twice during the    
fiscal year ended October 31, 1997. Members of this Committee are Messrs.       
Whitson (Chairman), Galvin and McPherson and Mrs. Michel.                       

Director Nominating Committee. This Committee recommends to the Board per-  
sons to be nominated for election as Directors by the shareholders and selects  
and proposes nominees for election by the Board between shareholder meetings.   
The Committee will consider suggestions from shareholders submitted in writing  
to the Secretary of the Fund. The Committee met once during the fiscal year     
ended October 31, 1997. Members of this Committee are Messrs. Pitney (Chair-    
man), Riordan and Shafer and Dr. Ilchman.                                       

EXECUTIVE OFFICERS OF THE FUND                                                  

  Information with respect to Executive Officers,  other than Messrs. Morris and
Zino, is as follows:                                                            

                                                                · Download Table

                                         POSITION WITH THE FUND AND              
         NAME          AGE       PRINCIPAL OCCUPATION DURING PAST FIVE YEARS     
---------------------------------------------------------------------------------
                                                                                 
 Brian Ashford-Russell 39  VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER   
                           OF THE GLOBAL TECHNOLOGY FUND since May 1994. Mr.     
                           Ashford-Russell is a Portfolio Manager of Seligman    
                           Henderson Co. and Henderson plc. He was formerly a    
                           Portfolio Manager of Touche Remnant & Co.             
 Peter Bassett         42  VICE PRESIDENT OF THE FUND AND PORTFOLIO MANAGER OF   
                           THE EMERGING MARKETS GROWTH FUND since May 1996. Mr.  
                           Bassett is a Portfolio Manager of Seligman Henderson  
                           Co. and Henderson plc. He was formerly a Portfolio    
                           Manager of Touche Remnant & Co.                       
 Iain C. Clark         47  VICE PRESIDENT OF THE FUND AND PORTFOLIO MANAGER OF   
                           THE INTERNATIONAL FUND since April 1992 and CO-       
                           PORTFOLIO MANAGER OF THE GLOBAL SMALLER COMPANIES     
                           FUND since September 1992. Mr. Clark is a Managing    
                           Director and Chief Investment Officer of Seligman     
                           Henderson Co. He is also a Director and Senior        
                           Portfolio Manager of Henderson plc.                   

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                                                                · Download Table

                                       POSITION WITH THE FUND AND                
       NAME        AGE         PRINCIPAL OCCUPATION DURING PAST FIVE YEARS       
---------------------------------------------------------------------------------
                                                                                 
 Nitin Mehta        37 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF THE
                       GLOBAL GROWTH OPPORTUNITIES FUND since May 1996. Mr. Mehta
                       is a Portfolio Manager of Seligman Henderson Co. and Hen- 
                       derson plc. He was formerly Head of Currency Management   
                       and Derivatives of Quorum Capital Management; Investment  
                       Officer of International Finance Corp.; and Director of   
                       Equities of Shearson Lehman Global Asset Management.      
 Arsen Mrakovcic    32 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF THE
                       GLOBAL SMALLER COMPANIES FUND since October 1995. Mr.     
                       Mrakovcic is a Managing Director of the Manager. He is    
                       also President and Portfolio Manager of one other invest- 
                       ment company in the Seligman Group. He was formerly a Vice
                       President, Investment Officer and a Portfolio Assistant of
                       the Manager.                                              
 Lawrence P. Vogel  41 VICE PRESIDENT OF THE FUND since March 1992. Mr. Vogel is 
                       Senior Vice President, Finance of the Manager. He is Vice 
                       President of the other investment companies in the Selig- 
                       man Group. He is also Senior Vice President, Finance of   
                       Seligman Financial Services, Inc. and Seligman Data Corp; 
                       Vice President of Seligman Services, Inc.; and Treasurer  
                       of Seligman Henderson Co.                                 
 Paul H. Wick       35 VICE PRESIDENT OF THE FUND AND CO-PORTFOLIO MANAGER OF THE
                       GLOBAL TECHNOLOGY FUND since May 1994. Mr. Wick is a Di-  
                       rector and Managing Director of the Manager. He is also a 
                       Vice President and Portfolio Manager of two other invest- 
                       ment companies in the Seligman Group. He is also a Portfo-
                       lio Manager of Seligman Henderson Co. He was formerly a   
                       Vice President, Investment Officer of the Manager; and Se-
                       nior Vice President and Portfolio Manager of Chuo Trust   
                       and JWS Advisers, Inc.                                    

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                                                                · Download Table

                                      POSITION WITH THE FUND AND                 
      NAME      AGE          PRINCIPAL OCCUPATION DURING PAST FIVE YEARS         
---------------------------------------------------------------------------------
                                                                                 
 Frank J. Nasta 33  SECRETARY OF THE FUND since March 1994. Mr. Nasta is Senior  
                    Vice President, Law and Regulation and Corporate Secretary of
                    the Manager. He is Secretary of the other investment compa-  
                    nies in the Seligman Group. He is also Corporate Secretary of
                    Seligman Financial Services, Inc., Seligman Services, Inc.,  
                    Seligman Henderson Co., and Seligman Data Corp.              
 Thomas G. Rose 40  TREASURER OF THE FUND since November 1992. Mr. Rose is Trea- 
                    surer of the other investment companies in the Seligman      
                    Group. He is also Treasurer of Seligman Data Corp.           

  All  officers  are  elected  annually  by the  Board  and  serve  until  their
successors are elected and qualify or their earlier resignation.  The address of
each of the  foregoing  Officers is 100 Park Avenue,  New York,  New York 10017,
except that the address of Messrs. Ashford-Russell,  Bassett, Clark and Mehta is
3 Finsbury Avenue, London EC2M 2PA, England.                                    

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REMUNERATION OF DIRECTORS AND OFFICERS                                          

  Director's  attendance,  retainer and /or committee fees paid to each Director
during fiscal 1997 were as follows:                                             

                                                                · Download Table

                     AGGREGATE   PENSION OR RETIREMENT TOTAL COMPENSATION
                    COMPENSATION  BENEFITS ACCRUED AS    FROM FUND AND   
NAME                 FROM FUND   PART OF FUND EXPENSES   FUND COMPLEX*   
------------------  ------------ --------------------- ------------------
                                                                         
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                                          
                     ==========                                          

------------                                                                    
*There are 17 other investment companies in the Seligman Group.                 
+Deferred.                                                                      

  The Fund has a  compensation  arrangement  under which  outside  directors may
elect to defer receiving their fees. A Director who has elected  deferral of his
or her fees may choose a rate of return equal to either (i) the interest rate on
short-term  Treasury bills, or (ii) effective March 19, 1998, the rate of return
on the shares of certain of the investment  companies advised by the Manager, as
designated by the  Director.  The annual cost of such return will be included in
the Directors' fees and expenses,  and the  accumulated  balance thereof will be
included in other  liabilities in the Series'  financial  statements.  The total
amount of deferred  compensation  (including interest) payable to Mr. Whitson as
of October  31,  1997 was  $16,118.  Messrs.  Merow and  Pitney no longer  defer
current  compensation;  however,  they have accrued deferred compensation in the
amounts of $14,047 and $1,780, respectively, as of October 31, 1997.            

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

  No  compensation  is paid by the Fund to Directors or officers of the Fund who
are employees of, or consultants to, the Manager.                               

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  The  affirmative  vote of a  plurality  of the votes  cast at the  Meeting  is
required to approve the election of the Nominees.                               

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE   
 FOR
THE ELECTION OF EACH OF THE NOMINEES TO SERVE AS A DIRECTOR OF THE FUND.  

B. RATIFICATION OF SELECTION OF AUDITORS. 

(Proposal 2)

  In accordance with the requirements of the 1940 Act, the Board of Directors is
required to select  independent  public accountants as auditors of the Fund each
year. If a  shareholders'  meeting is held, the Board's  selection is subject to
ratification or rejection by shareholders.                                      

  The Audit Committee of the Board of Directors has  recommended,  and the Board
of  Directors,  including  a majority of those  members who are not  "interested
persons"  of the Fund (as  defined in the 1940  Act),  has  selected  Deloitte &
Touche llp as  auditors  of the Fund for  fiscal  1998.  The firm of  Deloitte &
Touche llp has extensive  experience in investment  company  accounting  and au-
diting.  It is expected that a  representative  of Deloitte & Touche llp will be
present at the Meeting  and will have the  opportunity  to make a statement  and
respond to questions.                                                           

  The  affirmative  vote of a  majority  of the  votes  cast at the  Meeting  is
required to ratify the selection of auditors.                                   

         YOUR BOARD OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  RATIFICATION  OF THE
SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS OF THE FUND.         

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C. APPROVAL OF NEW SUBADVISORY ARRANGEMENTS 

(Proposal 3--Interim Subadvisory Agreements)  
(Proposal 4--Proposed Subadvisory Agreement)  

GENERAL                                                                         

  Original  Subadvisory  Agreements.  Pursuant to a Management Agreement between
the  Manager  and the  Fund,  on  behalf  of its  several  Series,  the  Manager
administers the business and other affairs of the Fund.  Seligman  Henderson Co.
serves as Subadviser to the Fund pursuant to subadvisory  agreements between the
Manager and the Subadviser, which provide that the Subadviser will supervise and
direct the Series' global investments in accordance with each Series' investment
objective,   policies  and  restrictions.   As  explained  below,  the  original
subadvisory agreements for each Series (collectively,  the "Original Subadvisory
Agreements")  terminated in accordance  with their terms on March 30, 1998,  and
the Manager and the Subadviser entered into new subadvisory  agreements that are
identical to the Original  Subadvisory  Agreements in all respects  except as to
their  commencement  dates and  termination  dates  (collectively,  the "Interim
Subadvisory  Agreements").  Fees under the Original Subadvisory  Agreements were
paid, and fees under the Interim  Subadvisory  Agreements are paid,  directly by
the  Manager  from its  management  fee and do not  affect  the fees paid by the
Series of the Fund.                                                             

  The  Subadviser  was  founded  in 1991 as a general  partnership  between  the
Manager  and  Henderson  International,  Inc.,  each  partner  owning  equal 50%
interests in the joint venture.  Henderson International,  Inc., whose principal
address  is 3 Finsbury  Avenue,  London  EC2M 2PA,  England,  is a wholly  owned
subsidiary of Henderson plc, a United Kingdom corporation  ("Henderson") located
at the same address. The Subadviser is headquartered in New York and was created
to  provide   international  and  global  investment   management   services  to
institutional  and individual  investors and investment  companies in the United
States.                                                                         

  The Subadviser  currently  serves as subadviser  for investment  portfolios of
another investment company managed by the Manager. A table setting forth the net
assets of those investment  companies for which the Subadviser  currently serves
as  subadviser,  and which have  investment  objectives  similar to those of the
Series of the Fund, and the  subadvisory  fee rates paid by such  companies,  is
attached as Exhibit C to this Proxy Statement.  The aggregate net assets managed
by the Subadviser were approximately  $3.6 billion at March 31, 1998,  including
$2.4 billion of the Fund's net assets.                                          

The Original Subadvisory Agreement relating to each Series other than the   
Seligman Henderson Emerging Markets Growth Fund (the "Emerging Markets Growth   
Fund") was dated March                                                          

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19, 1992. The Board of Directors of the Fund approved such Original  Subadvisory
Agreement with respect to the International Fund on March 19, 1992; with respect
to the Global Growth  Opportunities  Fund on September 21, 1995; with respect to
the Global  Smaller  Companies  Fund on July 16,  1992;  and with respect to the
Global  Technology Fund on March 17, 1994. Such Original  Subadvisory  Agreement
was approved by the shareholders of the International  Fund and the shareholders
of the Global Smaller Companies Fund on May 20, 1993; by the sole shareholder of
the Global  Growth  Opportunities  Fund on Octo- ber 24,  1995;  and by the sole
shareholder  of  the  Global  Technology  Fund  on  May 9,  1994.  The  Original
Subadvisory  Agreement in respect of the Emerging  Markets Growth Fund was dated
March 21, 1996 and was  approved by the Board of  Directors of the Fund on March
21, 1996 and by the sole  shareholder of the Emerging Markets Growth Fund on May
10, 1996. The Original  Subadvisory  Agreements  were not submitted to a vote of
the shareholders of the Fund subsequent to their initial approvals in respect of
each Series.                                                                    

  The AMP  Transaction.  On February  3, 1998,  the boards of  directors  of AMP
Limited ("AMP"),  an Australian life insurance and financial  services  company,
and  Henderson  announced  that  they had  reached  agreement  on the terms of a
recommended  cash  offer  by a  subsidiary  of AMP for all of the  issued  share
capital of Henderson.  The  acquisition of Henderson by AMP (the  "Acquisition")
was completed on March 30, 1998.  Under the 1940 Act, AMP is deemed to "control"
Hen-  derson  because it owns more than 25% of  Henderson's  outstanding  voting
securities.                                                                     

  The  Acquisition  may be deemed to have resulted in a change of control of the
Subadviser,  because a wholly  owned  subsidiary  of Henderson is one of the two
general partners of the Subadviser. Such a change of control would constitute an
"assignment,"  and thus the termination in accordance with its terms, of each of
the  Original  Subadvisory  Agreements.   March  30,  1998,  the  date  of  such
assignment, is referred to herein as the "Assignment Date."                     

  Interim Subadvisory  Agreements.  On March 19, 1998, the Board of Directors of
the Fund unanimously approved the Interim Subadvisory Agreements,  each of which
is identical to the corresponding  Original  Subadvisory  Agreement except as to
its commencement date and its termination date, and recommended approval of such
Agreements  by the  shareholders  of  each  Series  of  the  Fund.  The  factors
considered  by the Board of  Directors  in  approving  the  Interim  Subadvisory
Agreements  are  described  below  under  "Factors  Considered  by the  Board of
Directors." The Interim Subadvisory  Agreements took effect (subject to approval
by the  shareholders)  on the Assignment  Date and will continue in effect until
the  Restructuring   Date  (as  defined  below)  (subject  to  approval  by  the
shareholders  of  Proposal  4).  The  period  from  the  Assignment  Date to the
Restructuring  Date is referred to as the "Interim  Period." The Special Meeting
is being called, in                                                             

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part, in order that you have the opportunity to vote on the Interim  Subadvisory
Agreements. If the shareholders do not approve the Interim Subadvisory Agreement
applicable to any Series of the Fund, the Manager will assume responsibility for
the  management of the assets of that Series during the remainder of the Interim
Period for such Series, if any.                                                 

  AMP,  Henderson and the Subadviser  have obtained an order from the Securities
and Exchange Commission (the "Order")  permitting the  implementation,  prior to
obtaining shareholder  approval,  of each of the Interim Subadvisory  Agreements
for a period  of not more than 150 days  beginning  on the  Assignment  Date and
continuing  through  the date on which such  Interim  Subadvisory  Agreement  is
approved or disapproved by the applicable Series' shareholders,  but in no event
after  October 1, 1998.  Such 150-day  period will end on August 22,  1998.  The
Interim Period is expected to fall within the period  contemplated by the Order.
The Order  permits the  Subadviser  to receive all fees earned under the Interim
Subadvisory  Agreements  during the Interim Period,  provided that such fees are
paid into an  interest-bearing  escrow  account  maintained  by an  unaffiliated
escrow agent. The Manager and the Subadviser have entered into escrow agreements
with United  States  Trust  Company of New York,  as escrow  agent (the  "Escrow
Agent") for this purpose.  The escrow arrangements were approved by the Board of
Directors  at their  meeting on March 19,  1998.  The Escrow  Agent will pay the
amounts in the escrow account  (including  interest) in respect of any Series of
the  Fund  to the  Subadviser  only  after  the  Interim  Subadvisory  Agreement
applicable to such Series is approved by the shareholders of that Series. If the
shareholders of a Series do not approve the Interim Subadvisory  Agreement,  the
amounts  held in escrow in respect of such  Agreement  will be  returned  to the
Series.                                                                         

  A copy of each Interim Subadvisory Agreement is set forth as Exhibit A to this
Proxy Statement.                                                                

  Proposed Subadvisory  Agreement.  As a result of the AMP transaction and other
developments in the asset management  businesses conducted by the Manager and by
Henderson,  the Manager  and  Henderson  have  proposed a  restructuring  of the
existing subadvisory arrangements for each Series of the Fund. Henderson and the
Manager have proposed that, for each Series of the Fund, all responsibilities in
respect of such Series' international  investments that are currently undertaken
by the Subadviser pursuant to the Interim  Subadvisory  Agreements be assumed by
Henderson Investment  Management Limited (the "New Subadviser"),  a wholly owned
subsidiary  of  Henderson  that has applied for  registration  as an  investment
adviser under the Investment Advisers Act of 1940, pursuant to a new subadvisory
agreement  relating to all Series (the  "Proposed  Subadvisory  Agreement").  On
April 30,  1998,  the  Directors of the Fund  unanimously  approved the Proposed
Subadvisory  Agreement  in  respect  of each  Series  and  recommended  that the
shareholders approve                                                            

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it. A description of the terms of the Proposed  Subadvisory  Agreement,  and the
factors  considered by the  Directors in approving  it, is set forth below.  The
Proposed  Subadvisory  Agreement  provides  for a different  structure  for fees
payable  by the  Manager to the New  Subadviser,  but it would not result in any
change in the aggregate fees payable by any Series. If the Proposed  Subadvisory
Agreement  is approved in respect of a Series,  it will take effect with respect
to that  Series  on the day  after  the  date of  approval  by the  Series  (the
"Restructuring  Date") and the Interim Subadvisory  Agreement in respect of such
Series will terminate on the  Restructuring  Date.  Since the Special Meeting of
Shareholders  is to be held on June 30, 1998,  the  Restructuring  Date for each
Series is expected to be July 1, 1998,  subject to the  effectiveness of the New
Subadviser's registration as an investment adviser.                             

  A copy of the Proposed Subadvisory Agreement is set forth as Exhibit B to this
Proxy Statement.                                                                

TERMS OF THE ORIGINAL SUBADVISORY AGREEMENTS                                    

  Under each Original Subadvisory Agreement, the Subadviser,  at its expense and
subject to the  control of the Board of  Directors  and in  accordance  with the
objectives, policies and principles of the relevant Series of the Fund set forth
in the  Fund's  Prospectus,  provided  the  Series  with  investment  management
services,  including investment research,  advice and supervision.  The Original
Subadvisory Agreements related to all assets of a Series,  including investments
in  securities of U.S. as well as foreign  issuers.  The  Subadviser  determined
which securities were to be purchased or sold by the Series,  made purchases and
sales of securities on behalf of the Series and determined how any rights of the
Series were to be exercised.  The  Subadviser  did not perform any  non-advisory
services under the Original Subadvisory Agreements.                             

  The  Original  Subadvisory  Agreements  provided  that they would  continue in
effect  from  year to  year if such  continuance  were  approved  in the  manner
required by the 1940 Act, and if the  Subadviser had not notified the Manager at
least  60  days  prior  to an  anniversary  date  that it did  not  desire  such
continuance.  The Original  Subadvisory  Agreements were terminable by the Fund,
without  penalty,  on 60 days' written notice to the Subadviser and provided for
automatic  termination in the event of their  assignment or upon  termination of
the Management Agreement.                                                       

  The  Original  Subadvisory  Agreement  relating to each Series  other than the
Emerging  Markets Growth Fund provided for a fee in respect of each such Series,
calculated  daily  and paid  monthly,  equal to 0.90  percent  per  annum of the
average  daily net assets of that  Series.  The Original  Subadvisory  Agreement
relating to the Emerging Markets Growth Fund provided for a fee, calcu-         

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lated daily and paid monthly, equal to 1.15 percent per annum of the average    
daily net assets of the Emerging Markets Growth Fund. The Management Agreement  
provides for a fee in respect of each Series of the Fund, calculated daily and  
paid monthly, equal to 1.00 percent per annum of the average daily net assets   
of that Series, except with respect to the Emerging Markets Growth Fund, for    
which the Management Agreement provides for a fee, calculated daily and paid    
monthly, equal to 1.25 percent of the average daily net assets of that Series.  
The aggregate subadvisory fees paid by the Manager to the Subadviser pursuant   
to the Original Subadvisory Agreements during the fiscal year of the Fund       
ended October 31, 1997 in respect of each Series were as follows: Interna-      
tional Fund: $893,484; Emerging Markets Growth Fund: $1,021,231; Global Growth  
Opportunities Fund: $1,712,310; Global Smaller Companies Fund: $8,541,420; and  
Global Technology Fund: $7,636,372.                                             

TERMS OF THE INTERIM SUBADVISORY AGREEMENTS                                     

  Each  Interim  Subadvisory  Agreement  is  identical  in all  respects  to the
Original  Subadvisory  Agreement for the corresponding Series of the Fund except
as to its  commencement  date and  termination  date.  The  Interim  Subadvisory
Agreements commenced on the Assignment Date and provide by their terms that they
will continue in effect until  December 31, 1998,  and  thereafter  from year to
year if such continuance is specifically  approved in the manner required by the
1940 Act, and if the Subadviser  shall not have notified the Manager at least 60
days prior to an anniversary date that it does not desire such continuance.  (As
discussed above,  however, if the Proposed Subadvisory  Agreement is approved by
shareholders,  it is contemplated that the Interim  Subadvisory  Agreements will
terminate on the Restructuring Date.)                                           

TERMS OF THE PROPOSED SUBADVISORY AGREEMENT                                     

  Under the  Proposed  Subadvisory  Agreement,  the New  Subadviser,  which is a
wholly owned subsidiary of Henderson,  would agree to furnish to the Manager and
the Fund such investment  advice,  research and assistance as the Manager or the
Fund   from   time   to  time   reasonably   requests.   The  New   Subadviser's
responsibilities  would include (1)  participating  in the  development  of each
Series'  overall  investment  strategy  and  in  the  determination  of  country
allocations and sector and industry weightings;  (2) providing investment advice
and research with respect to each Series' existing and potential  investments in
securities  of non-U.S.  issuers,  including  company  visits and meetings  with
management;  (3) determining  securities for investment;  (4) selecting brokers;
and (5) causing the execution of trades,  including  foreign exchange  dealings.
The Proposed Subadvisory Agreement would also require the New Subadviser to make
available  representatives  to report to the Board of  Directors  of the Fund in
person on at least a  semi-annual  basis,  and to provide such reports and other
information as the Manager or the Board may reasonably request.                 

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  Under the Proposed  Subadvisory  Agreement,  the New Subadviser  will not have
ultimate  responsibility  for portfolio  accounting and pricing  (although it is
specifically  required to assist in the pricing of assets under its  supervision
which cannot be readily priced),  as such services are generally provided by the
Fund's  recordkeeping agent under the supervision of the Manager.  However,  the
New Subadviser would be responsible for  co-ordinating  custody matters with the
Fund's  custodians in respect of the Fund's assets under the  supervision of the
New Subadviser.  The Management Agreement with respect to the Fund provides that
the Manager continues to have responsibility for investment  management services
provided by any subadviser to the Fund and, in  particular,  that in the event a
subadviser  ceases  to  provide  any  of  the  investment   management  services
identified in the  Management  Agreement,  such services must be provided by the
Manager or by some other form of arrangement approved by the Fund.  Accordingly,
the Manager will be responsible for any investment  management  services that it
does not request the New  Subadviser to provide  under the Proposed  Subadvisory
Agreement,  including  services with respect to the U.S. assets of the Fund that
are currently provided by the Subadviser.                                       

  The form of the Proposed  Subadvisory  Agreement,  which would replace the two
Interim  Subadvisory  Agreements,  is set  forth  as  Exhibit  B to  this  Proxy
Statement.                                                                      

  The Proposed  Subadvisory  Agreement  provides that it will continue in effect
with respect to each Series of the Fund until December 31, 1999 and from year to
year  thereafter if such  continuance is approved in the manner  required by the
1940 Act,  and if the New  Subadviser  has not  notified the Manager at least 60
days prior to an anniversary  date that it does not desire such continuance with
respect to any Series. The Proposed  Subadvisory  Agreement is terminable by the
Fund with respect to any Series,  without penalty, on 60 days' written notice to
the  New  Subadviser  and  will  terminate  automatically  in the  event  of its
assignment or upon termination of the Management Agreement.                     

  The Proposed  Subadvisory  Agreement would apply on a Series-by-Series  basis,
and the New Subadviser's fee for each Series would be calculated on the basis of
the assets of such Series. The Proposed Subadvisory  Agreement provides that the
Manager will pay to the New  Subadviser  for its services a monthly fee based on
the  "applicable  percentage"  of the  average  monthly  assets  under  the  New
Subadviser's supervision. The "applicable percentage" is an annual rate of 0.90%
for the period July 1, 1998 to June 30, 1999;  0.70% for the period July 1, 1999
to  June  30,  2000;  and  0.50%  thereafter.  Average  monthly  assets  will be
determined  for any month by taking the average of the assets  (adjusted  to add
receivables for assets sold and deduct payables for assets  purchased) under the
New Subadviser's  supervision as of (i) the opening of business on the first day
of such month and (ii) the close of business on the last day of such month.  The
subadvisory fee is payable by the                                               

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Manager from its own management  fee, and the change in the subadvisory fee rate
contemplated  by the Proposed  Subadvisory  Agreement will have no effect on the
fees payable by any Series of the Fund.                                         

SUMMARY OF PRINCIPAL DIFFERENCES BETWEEN AGREEMENTS                             

  The principal differences between the Original Subadvisory  Agreements and the
Interim Subadvisory  Agreements,  on the one hand, and the Proposed  Subadvisory
Agreement,  on the other,  are the  substitution  of the New  Subadviser for the
Subadviser, the revised fee structure and the allocation of responsibilities and
scope  of  services  to be  provided.  In  addition,  the  Proposed  Subadvisory
Agreement provides that the New Subadviser shall be subject to a higher standard
of care  (negligence) as compared with the Original  Subadvisory  Agreements and
the Interim Subadvisory  Agreements (gross negligence).  As discussed above, the
Subadviser is a 50-50 joint venture between the Manager and Henderson, while the
New  Subadviser  is a wholly  owned  subsidiary  of  Henderson.  The  Subadviser
comprises personnel from both the Manager and Henderson and provides advice on a
global  basis,  whereas  the  personnel  of the New  Subadviser  will  be  drawn
exclusively  from Henderson and will provide advice  principally with respect to
non-U.S.  investments,  with the Manager assuming  responsibility for the Fund's
U.S. investments.  The change in ownership structure also means that the Manager
will have no share in the profits or losses of the New Subadviser.              

  The Subadviser  currently  receives a fee equal to 0.90% (1.15% in the case of
the Emerging  Markets  Growth Fund) per annum of the average daily net assets of
each Series. Under the Proposed Subadvisory Agreement,  the New Subadviser would
receive  0.90%  of  the  average   monthly  assets  of  each  Series  under  its
supervision, declining to 0.70% in the second year and 0.50% thereafter. Because
the ownership structure is different,  the fee rates are different,  and the fee
under the Proposed  Subadvisory  Agreement  would be  calculated on the basis of
assets under the Subadviser's supervision (which will be non-U.S. assets) rather
than all net  assets  of a  Series,  the fees  that  will be  earned  by the New
Subadviser are not directly comparable with those earned by the Subadviser under
the current  arrangements.  The Series of the Fund  invest in foreign  assets to
significantly  different degrees. As a practical matter,  International Fund and
Emerging  Markets  Growth Fund invest  solely in foreign  assets;  Global Growth
Opportunities  Fund invests  principally in foreign  assets;  and Global Smaller
Companies Fund and Global Technology Fund tend to invest  approximately  equally
in U.S. and foreign  assets.  The split between U.S. and non-U.S.  assets in the
Series that invest in both types of assets  fluctuates  over time. Such split is
determined by the Subadviser under the Interim Subadvisory Agreements, and would
be  determined  by the Manager  under the  Proposed  Subadvisory  Agreement.  In
addition,  in considering  whether to vote in favor of the Proposed  Subadvisory
Agreement, it is important to remember that the subadvisory fee is payable      

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by the  Manager  from its own  management  fee,  and  approval  of the  Proposed
Subadvisory  Agreement  will have no effect on the fees payable by any Series of
the Fund.                                                                       

  The Proposed  Subadvisory  Agreement  provides that the New  Subadvisor  would
provide the Manager and the Series with such  investment  advice,  research  and
assistance  as the  Manager  or the  Fund  shall  from  time to time  reasonably
request.  This  differs  from the  arrangements  provided for under the Original
Subadvisory  Agreements and the Interim Subadvisory  Agreements,  reflecting the
greater role of the Manager.  The proposed fee to be paid to the New  Subadviser
under the Proposed  Subadvisory  Agreement  also differs from the fee paid under
the Original Subadvisory  Agreements and Interim Subadvisory  Agreements,  which
contemplate  that the Subadviser will provide all investment  advisory  services
required by the Fund, as described in the preceding paragraph.                  

  If the Proposed Subadvisory Agreement is approved by shareholders, the Manager
and the New Subadviser intend to enter into a separate  agreement that provides,
among other things,  for the payment by the Manager of specified  amounts to the
New  Subadviser  in  the  event  that  the  Proposed  Subadvisory  Agreement  is
terminated.  Under  such  agreement,  if the  Manager  terminates  the  Proposed
Subadvisory  Agreement  prior  to June 30,  2001  (other  than as a result  of a
material breach by the New Subadviser of its obligations thereunder or a request
by the New  Subadviser to terminate  the Proposed  Subadvisory  Agreement),  the
Manager will make payments to the New Subadviser in respect of each Series as to
which the New  Subadvisory  Agreement  is cancelled  in the  following  amounts:
International Fund: $216,000; Global Smaller Companies Fund: $1,266,000;  Global
Technology Fund: $841,000; Global Growth Opportunities Fund: $333,000;  Emerging
Markets Growth Fund: $215,000. Additionally, if such termination occurs prior to
December 31, 1999,  the Manager  will also pay to the New  Subadviser  an amount
equal to the fees that the New  Subadviser  would have earned under the Proposed
Subadvisory  Agreement from the date of termination  through  December 31, 1999,
calculated on the assumption  that the Fund's assets under the New  Subadviser's
supervision  are equal  throughout  such  period  to their  value on the date of
termination.  These payments would be made by the Manager from its own resources
and not by any Series of the Fund or its shareholders. The agreement between the
Manager and the New  Subadviser  also  provides  that the Manager may change the
names of the Fund and each Series and that Henderson has the right to remove its
name from the name of the Fund and each  Series.  Any name change of the Fund or
any Series would require action by the Board of Directors.                      

FACTORS CONSIDERED BY THE BOARD OF DIRECTORS                                    

Interim Subadvisory Agreements. The Directors of the Fund met on February   
12, March 5, and March 19, 1998 to evaluate the transaction between Henderson   
and AMP and its expected effect                                                 

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on the Subadviser and the services the Subadviser provides to each Series of the
Fund. At these meetings,  the Board of Directors  considered  various matters in
determining to approve the Interim Subadvisory  Agreements and recommend them to
the shareholders.  Senior representatives of AMP, Henderson, the Manager and the
Subadviser  provided the Directors with detailed  information about the expected
effect of the  Acquisition on the  Subadviser.  The Fund's legal counsel advised
the Board of  Directors  on the nature of the matters to be  considered  and the
standards to be used by the Board of Directors in reaching its decision.        

  The Directors had  evaluated the Original  Subadvisory  Agreements in November
1997 in connection with their annual  determination as to their continuance,  as
required by the 1940 Act.  The factors  that were  considered  in November  1997
included  principles  established  by  judicial  decisions;  the  amount  of the
subadvisory  fees paid by the Series of the Fund;  the services  provided by the
Subadviser, its past performance and the quality of its personnel; the portfolio
transaction  allocation and policies followed;  portfolio turnover  information;
the non-advisory  services  provided to the Fund; the expenses borne by the Fund
and the  Subadviser;  comparisons  with other funds;  the  profitability  of the
contracts to the  Subadviser;  the  standards  of care  required by the Original
Subadvisory  Agreements;   the  services  offered  and  fees  charged  by  other
investment  advisers  and  subadvisers;  and  the  financial  stability  of  the
Subadviser.  In their evaluation of the Interim  Subadvisory  Agreements in Feb-
ruary and March 1998, the Directors  reviewed these  considerations  in light of
the  proposed  Acquisition,  drawing on their  knowledge of the  operations  and
competence  of  Henderson  and the  Subadviser  gained as a result of serving as
Directors of the other investment companies in the Seligman Group.              

  The Directors  also  specifically  considered  the  anticipated  impact of the
Acquisition  on each  Series  of the  Fund  and  other  factors  related  to the
Acquisition, including:                                                         

.  The effect on the Subadviser's provision of investment subadvisory serv- 
 ices, including such matters as any plans for changes in investment ad-
  visory personnel and the levels of research and technical support avail-
able to such persons, and the impact of the planned combination of the
asset management businesses of AMP and Henderson. In this regard, the 
  Directors considered the possible beneficial effect of the significantly
 enhanced financial resources of Henderson after the Acquisition and the
fact that the combined entity would have more assets under management 
 than Henderson alone before the Acquisition. The Directors also consid-
  ered information concerning AMP and AMP's current asset management busi-
 ness, as well as AMP's plans for the future. Representatives of AMP and
  Henderson advised the Directors that the Acquisition would not result in
any reduction in the quality of services now provided to the Fund and 
that they did not expect the change                                   

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     in control of Henderson to result in any material  changes in the manner in
     which the Subadviser  renders services to the Fund. The AMP and Hen- derson
     representatives  also stated that neither the Acquisition nor any ancillary
     transactions  would have any adverse effect on the Subadviser's  ability to
     fulfill its  obligations  under the Interim  Subadvisory  Agreements  or to
  operate its business in a manner consistent with past business practice.

  .  The effects of the  Acquisition  on the  Manager's  relationship  with Hen-
     derson  and  the  Subadviser   over  the  near  and  longer  term  and  the
     implications for the Subadviser's  capabilities and relationships  with the
Fund.                                                                 

  .  The arrangements  pursuant to which the current  professionals and managers
     of Henderson  that are  involved  with the  Subadviser  would be induced to
     remain with the new organization and the effects of the Acquisition on such
     persons and the other officers and employees of Henderson that are involved
with the Subadviser.                                                  

  .  The  nature,  extent  and  quality  of the  management  and  administrative
     services  currently  provided  by the  Subadviser,  the  Manager  and other
     service  providers  to the Fund and the  expected  impact,  if any,  of the
Acquisition on such services.                                         

  .  The  current and  prospective  financial  condition  and  stability  of the
combined AMP/Henderson asset management entity after the Acquisition. 

  .  Any  advantages  or  disadvantages  to the  Fund  or any of its  Series  in
     remaining one of the  investment  companies  subadvised  by the  Subadviser
(giving effect to the changes that might result from the Acquisition).

  .  The fact that  Henderson and the Manager agreed to bear the Fund's costs of
     obtaining  director  and  shareholder  approval of the Interim  Subadvisory
Agreements.                                                           

  .  The  possible  impact  of  the  Acquisition  on the  information  regularly
     provided to the Directors, including information about the profitability of
the Fund to the Subadviser.                                           

  .  The Manager's  representation  to the Board that the Acquisition  would not
     create an undue burden on the Fund or its shareholders  under Section 15(f)
     of the 1940 Act.  In  addition,  75 percent of the members of the Board are
currently not interested persons of the Subadviser.                   

  .  An  undertaking  by the  Subadviser  to  continue  to  provide  subadvisory
     services  on an  interim  basis in the event  shareholder  approval  of the
     Interim  Subadvisory  Agreements  is not  obtained  within the time  period
provided by the Order.                                                

.  Current developments in the investment company and investment advisory   
industries.                                                           

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  After careful  consideration,  the Directors  unanimously approved the Interim
Subadvisory  Agreements and recommended  that the shareholders of each Series of
the Fund approve the Interim Subadvisory Agreement applicable to such Series.   

  Proposed  Subadvisory  Agreement.  The  Directors of the Fund met on April 30,
1998 to evaluate the Proposed Subadvisory  Agreement with respect to each Series
of the Fund. At this meeting,  the Board of Directors considered various matters
in determining to approve the Proposed Subadvisory Agreement and recommend it to
the shareholders.  Senior representatives of Henderson,  the Manager and the New
Subadviser  provided the Directors with detailed  information in connection with
the approval of the Proposed  Subadvisory  Agreement.  The Fund's legal  counsel
advised the Board of Directors on the nature of the matters to be considered and
the standards to be used by the Board of Directors in reaching its decision.    

  In their evaluation of the Proposed  Subadvisory  Agreement on April 30, 1998,
the Directors reviewed  considerations  substantially similar to those set forth
above in  "Factors  Considered  by the Board of  Directors--Interim  Subadvisory
Agreements," as they related to the Proposed Subadvisory Agreement. In addition,
the Directors considered the following additional factors specifically  relating
to the Proposed Subadvisory Agreement:                                          

  .  The  fees  payable  under  the  Proposed  Subadvisory  Agreement,  and  the
     relationship of such fees, among other things, to the services  anticipated
to be provided by the New Subadviser and the Manager over time.       

  .  The  business  arrangements  between  the  Manager  and the New  Subadviser
     described  above,  and the  potential  impact on the various  Series in the
     event of the removal of the  Henderson  name from the Fund's or the various
Series' names.                                                        

.  The proposed allocation of responsibilities and scope of services to be  
provided by the Manager and the New Subadviser.                       

  .  The fairness and  reasonableness of the subadvisory fees under the Proposed
     Subadvisory   Agreement  and  the  management  fees  under  the  Management
     Agreement,  in light of the Proposed Subadvisory Agreement,  including that
     the  portion  of the  management  fees to be  retained  by the  Manager  is
     justified  by  the  level,   nature  and  quality  of  services   provided,
     expectations  of the  Manager's  future  activities,  and  the  anticipated
profitability to the Manager of the fee allocation.                   

  The Directors  reviewed the considerations  mentioned above,  drawing on their
knowledge  gained  as a result  of  serving  on the  Board of the Fund and other
investment  companies in the Seligman Group,  with respect to the operations and
competence of Henderson generally, and par-                                     

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ticularly,  the competence of the investment  management and other  personnel of
the  Subadviser  who are  expected  to continue  providing  services to the Fund
through their affiliation with the New Subadviser.                              

  After careful  consideration,  the Directors unanimously approved the Proposed
Subadvisory  Agreement and recommended  that the  shareholders of each Series of
the Fund approve the Proposed Subadvisory Agreement in respect of such Series.  

  The  affirmative  vote of a majority of the outstanding  voting  securities of
each Series of the Fund is required  for the  adoption of each of Proposal 3 and
Proposal  4 with  respect  to such  Series.  Under  the 1940  Act,  a "vote of a
majority of the outstanding voting securities" of a Series means the affirmative
vote of the lesser of (1) more than 50% of the outstanding  shares of the Series
or (2) 67% or more of the shares present at a shareholders' meeting if more than
50% of the  outstanding  shares are  represented  at the meeting in person or by
proxy.                                                                          

  If Proposal 3 is approved by the  shareholders  of each Series at the Meeting,
the Subadviser's activities pursuant to the Interim Subadvisory Agreements since
the  Assignment  Date will be approved and the Escrow Agent will pay the amounts
held in the escrow account to the Subadviser. The Interim Subadvisory Agreements
will continue in effect until  December 31, 1998,  and  thereafter  from year to
year if such continuance is specifically  approved in the manner required by the
1940 Act, and if the Subadviser  shall not have notified the Manager at least 60
days  prior to an  anniversary  date that it does not desire  such  continuance,
unless  Proposal 4 is also  approved  by the  shareholders  at the  Meeting.  If
Proposal 3 is not approved by the  shareholders of any Series,  the Escrow Agent
will pay the amounts held in the escrow account to the applicable  Series of the
Fund.                                                                           

  If Proposal 4 is approved by the  shareholders  of each Series at the Meeting,
the  Interim   Subadvisory   Agreements   will  continue  in  effect  until  the
Restructuring  Date.  On  the  Restructuring  Date,  the  Proposed   Subadvisory
Agreement  will take effect,  and it will continue in effect until  December 31,
1999,  and  thereafter  from year to year if such  continuance  is  specifically
approved in the manner required by the 1940 Act, and if the New Subadviser shall
not have notified the Manager at least 60 days prior to an anniversary date that
it does not desire such continuance with respect to any Series.                 

  If  Proposal 3 and  Proposal 4 are not  approved  by the  shareholders  of any
Series, the Manager will assume all responsibilities currently undertaken by the
Subadviser in respect of such Series and the Directors will consider whether any
additional action should be taken.                                              

       YOUR         BOARD OF DIRECTORS UNANIMOUSLY  RECOMMENDS THAT SHAREHOLDERS
VOTE FOR PROPOSAL 3 AND FOR PROPOSAL 4. 

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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:                                                                    

                                                                · Download Table

        NAME                            PRINCIPAL OCCUPATION                    
------------------------------------------------------------------------------- 
                                                                                
 Iain                C. Clark Chief  Investment  Officer of the  Subadviser  and
                     Director of Henderson  International Limited;  Director and
                     Senior  Portfolio   Manager  of  Henderson  plc;  and  Vice
                     President,    Secretary    and   Treasurer   of   Henderson
                     International, Inc.                                        
 Dugald M. Eadie     Managing Director of Henderson plc and Director of         
                     Henderson Administration Limited                           
 Mark J. Lund        President of Henderson International, Inc. and Director of 
                     Henderson plc                                              
 Richard R. Schmaltz Director of the Fund and Director and Managing Director,   
                     Director of Investments of the Manager                     
 Rodney G.D. Smith   Chief Executive Officer of the Subadviser and Director and 
                     Managing Director of the Manager                           
 David F. Stein      Director and Vice Chairman of the Manager                  
 Brian T. Zino       Director and President of the Fund and the Manager         

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.                              

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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:                                                             

                                                                · Download Table

          NAME                            PRINCIPAL OCCUPATION                  
------------------------------------------------------------------------------- 
                                                                                
 George Ian Buckley     Director of Asset Management at Henderson plc and       
                         Director of the New Subadviser                         
 Iain                   C. Clark Chief Investment  Officer of the Subadviser and
                        Director of Henderson  International  Limited;  Director
                        and Senior Portfolio  Manager of Henderson plc; and Vice
                        President,   Secretary   and   Treasurer   of  Henderson
                        International, Inc.                                     
 Dugald M. Eadie        Managing Director of Henderson plc and Director of      
                        Henderson Administration Limited                        
 Mark J. Lund           President of Henderson International, Inc. and Director 
                        of Henderson plc                                        
 Anthony C. J. Solway   Director of Administration of Henderson plc and         
                         Director of the New Subadviser                         
 Michael H. Robinson    Director of Human Resources of Henderson plc and        
                         Director of the New Subadviser                         
 Mark V. Phythian-Adams Director of Legal Counsel of Henderson plc and Director 
                        of the New Subadviser                                   
 Peter Thomas Johnson   Director of Finance of Henderson plc and Director of    
                        the New Subadviser                                      

  The address of Messrs. Buckley, Solway,  Robinson,  Phythian-Adams and Johnson
is 3 Finsbury Avenue, London EC2M 2PA, England.                                 

Additionally, Michael D. Hooper, Director of Compliance of Henderson Invest-
ors Limited, is Director of Compliance of the New Subadviser.                   

D. OTHER MATTERS; SHAREHOLDER PROPOSALS.  

  The Fund knows of no other matters which are to be brought before the Meeting.
However,  if any other matters come before the Meeting,  it is intended that the
persons named in the enclosed form of Proxy, or their substitutes, will vote the
Proxy in accordance with their judgment on such matters.                        

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  A shareholder  proposal  intended to be represented  at any meeting  hereafter
called  must be  received  by the  Fund  within a  reasonable  time  before  the
solicitation  relating  thereto is made in order to be included in the notice of
meeting,  proxy statement and form of proxy relating to such meeting.  Under the
current By-Laws of the Fund,  meetings of  shareholders  are required to be held
only  when  necessary  under  the  1940  Act.  It  is  therefore  unlikely  that
shareholder  meetings  will be held on an  annual  basis.  The  submission  by a
shareholder  of a  proposal  for  inclusion  in the  proxy  statement  does  not
guarantee that it will be included. Shareholder proposals are subject to certain
regulations under federal law.                                                  

E. EXPENSES.

  Henderson  and the  Manager  will  bear the  cost of  soliciting  Proxies.  In
addition to the use of the mails,  Proxies  may be  solicited  personally  or by
telephone or facsimile by  Directors,  officers and  employees of the Fund,  the
Manager, Seligman Financial Services, Inc., Seligman Services, Inc. and Seligman
Data Corp., and persons holding shares in their names or names of their nominees
may be reimbursed for their expenses in sending  solicitation  material to their
principals.  Morrow & Co., Inc., 909 Third Avenue, New York, New York 10022-4799
has been engaged to assist in soliciting for a fee of $19,000, plus expenses, to
be paid by Henderson and the Manager.                                           

                                         By order of the Board of Directors,

                                         /s/ Frank Nasta

                                         Secretary

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

  IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL SHAREHOLDERS, INCLUDING
THOSE WHO EXPECT TO ATTEND THE  MEETING,  ARE URGED TO DATE,  FILL IN,  SIGN AND
MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED  RETURN  ENVELOPE WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR ADMISSION
TO THE MEETING.                                                                 

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 EXHIBIT A
INTERIM SUBADVISORY AGREEMENTS

                                                                     EXHIBIT A-1

(with respect to all Series other than the Emerging Markets Growth Fund)  

 SUBADVISORY AGREEMENT

SUBADVISORY AGREEMENT, dated as of March 30, 1998 between J. & W. SELIGMAN &
CO. INCORPORATED, a Delaware corporation (the "Manager") and Seligman Hender-   
son Co., a New York general partnership (the "Subadviser").                     

  WHEREAS, the Manager has entered into a Management Agreement,  dated March 19,
1992, (the "Management  Agreement") with Seligman  Henderson  International Fund
Series, Inc.* (the "Corporation"), an open-end diversified management investment
company  registered  under the  Investment  Company Act of 1940, as amended (the
"1940 Act"),  pursuant to which the Manager will render or contract to obtain as
hereinafter provided investment  management services to the Corporation,  and to
administer the business and other affairs of the Corporation; and               

  WHEREAS,  the Manager  desires to retain the Subadviser to provide  investment
management services to the Corporation,  and the Subadviser is willing to render
such investment management services.                                            

  NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:                                                

  1. DUTIES OF THE SUBADVISER.  The Subadviser will provide the Corporation with
investment  management  services,  including  investment  research,  advice  and
supervision,  determining  which  securities  shall be  purchased or sold by the
Corporation,  making  purchases  and  sales  of  securities  on  behalf  of  the
Corporation  and  determining  how  voting  and other  rights  with  respect  to
securities of the  Corporation  shall be exercised,  subject in each case to the
control of the Board of Directors of the  Corporation and in accordance with the
objectives,  policies and principles set forth in the Registration Statement and
Prospectus(es) of the Corporation and the requirements of the 1940 Act and other
applicable law.                                                                 

Subject to Section 36 of the 1940 Act, the Subadviser shall not be liable to
the Corporation for any error of judgment or mistake of law or for any loss     
arising out of any investment or for any act or omission in the management of   
the Corporation and the performance of its duties under this Agreement except   
for willful misfeasance, bad faith or gross negligence in the performance of    
its duties or by reason of reckless disregard of its obligations and duties     
under this Agreement.                                                           
------------                                                                    
* On May 20, 1993, the name of the Fund was changed to Seligman Henderson Global
Fund Series, Inc.                                                           

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2. EXPENSES. The Subadviser shall pay all of its expenses arising from the  
performance of its obligations under Section 1.                                 

3. COMPENSATION. (a) As compensation for the services performed and the fa- 
cilities and personnel provided by the Manager pursuant to Section 1, the Man-  
ager will pay to the Subadviser each month a fee, calculated on each day dur-   
ing such month, at an annual rate of .90% of the Corporation's average daily    
net assets.                                                                     

  (b) If the  Subadviser  shall serve  hereunder  for less than the whole of any
month, the fee hereunder shall be prorated.                                     

  4. PURCHASE AND SALE OF SECURITIES.  The Subadviser shall purchase  securities
from or through  and sell  securities  to or through  such  persons,  brokers or
dealers  as the  Subadviser  shall  deem  appropriate  in order to carry out the
policy with respect to allocation of portfolio  transactions as set forth in the
Registration  Statement and Prospectus(es) of the Corporation or as the Board of
Directors of the  Corporation  may direct from time to time.  In  providing  the
Corporation with investment  management and  supervision,  it is recognized that
the Subadviser will seek the most favorable price and execution, and, consistent
with such policy, may give consideration to the research,  statistical and other
services  furnished by brokers or dealers to the  Subadviser for its use, to the
general  attitude of brokers or dealers  toward  investment  companies and their
support of them, and to such other  considerations  as the Board of Directors of
the Corporation may direct or authorize from time to time.                      

  Notwithstanding  the above,  it is  understood  that it is  desirable  for the
Corporation  that the  Subadviser  have access to  supplemental  investment  and
market  research  and security  and  economic  analysis  provided by brokers who
execute  brokerage  transactions  at a higher cost to the  Corporation  than may
result when  allocating  brokerage to other  brokers on the basis of seeking the
most favorable price and execution.  Therefore,  the Subadviser is authorized to
place orders for the purchase and sale of  securities  of the  Corporation  with
such brokers,  subject to review by the  Corporation's  Board of Directors  from
time to time with respect to the extent and continuation of this practice. It is
understood  that the  services  provided  by such  brokers  may be useful to the
Subadviser  in  connection  with its  services  to other  clients as well as the
Corporation.                                                                    

  If, in connection with purchases and sales of securities for the  Corporation,
the  Subadviser  may,  without  material  risk,  arrange to receive a soliciting
dealer's fee or other underwriter's or                                          

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dealer's discount or commission, the Subadviser shall, unless otherwise directed
by the Board of  Directors  of the  Corporation,  obtain  such fee,  discount or
commission and the amount thereof shall be applied to reduce the compensation to
be received by the Subadviser pursuant to Section 3 hereof.                     

  Nothing herein shall prohibit the Board of Directors of the  Corporation  from
approving the payment by the  Corporation of additional  compensation  to others
for  consulting  services,  supplemental  research  and  security  and  economic
analysis.                                                                       

  5. TERM OF AGREEMENT.  This Agreement  shall continue in full force and effect
until December 31, 1998, and from year to year thereafter if such continuance is
approved in the manner required by the 1940 Act if the Subadviser shall not have
notified  the  Manager in writing at least 60 days prior to such  December 31 or
prior  to  December  31 of any year  thereafter  that it does  not  desire  such
continuance.  This Agreement may be terminated at any time,  without  payment of
penalty by the Corporation, on 60 days' written notice to the Subadviser by vote
of the Board of  Directors  of the  Corporation  or by vote of a majority of the
outstanding  voting  securities of the Corporation (as defined by the 1940 Act).
This Agreement will  automatically  terminate in the event of its assignment (as
defined by the 1940 Act) or upon the termination of the Management Agreement.   

6. AMENDMENTS. This Agreement may be amended by consent of the parties      
hereto provided that the consent of the Corporation is obtained in accordance   
with the requirements of the 1940 Act.                                          

  7.  MISCELLANEOUS.  This  Agreement  shall be  governed  by and  construed  in
accordance  with  the laws of the  State of New  York.  Anything  herein  to the
contrary  notwithstanding,  this Agreement shall not be construed to require, or
to impose any duty upon either of the  parties,  to do anything in  violation of
any applicable laws or regulations.                                             

  IN WITNESS WHEREOF,  the Manager and the Subadviser have caused this Agreement
to be  executed  by their duly  authorized  officers  as of the date first above
written.                                                                        

                             J. & W. SELIGMAN & CO. INCORPORATED

                                    By _______________________________________

                SELIGMAN HENDERSON CO.

                                    By _______________________________________

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                                                                     EXHIBIT A-2

(with respect to the Emerging Markets Growth Fund)  

 SUBADVISORY AGREEMENT

  SUBADVISORY AGREEMENT,  dated as of March 30, 1998, between J. & W. SELIGMAN &
CO.  INCORPORATED,  a Delaware  corporation  (the  "Manager")  and Seligman Hen-
derson Co., a New York  general  partnership  (the  "Subadviser"),  on behalf of
Seligman  Henderson  Emerging  Markets Growth Fund, a series of Seligman Hender-
son Global Fund Series, Inc. (the "Corporation").                               

  WHEREAS, the Manager has entered into a Management Agreement,  dated March 19,
1992, (the "Management Agreement") with the Corporation, an open-end diversified
management  investment  company  registered under the Investment  Company Act of
1940, as amended (the "1940 Act"),  pursuant to which the Manager will render or
contract to obtain as hereinafter provided investment management services to the
Corporation,   and  to  administer   the  business  and  other  affairs  of  the
Corporation; and                                                                

  WHEREAS,  the Manager  desires to retain the Subadviser to provide  investment
management services to the Corporation,  and the Subadviser is willing to render
such investment management services.                                            

  NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:                                                

  1. DUTIES OF THE SUBADVISER.  The Subadviser will provide the Corporation with
investment  management  services,  including  investment  research,  advice  and
supervision,  determining  which  securities  shall be  purchased or sold by the
Corporation,  making  purchases  and  sales  of  securities  on  behalf  of  the
Corporation  and  determining  how  voting  and other  rights  with  respect  to
securities of the  Corporation  shall be exercised,  subject in each case to the
control of the Board of Directors of the  Corporation and in accordance with the
objectives,  policies and principles set forth in the Registration Statement and
Prospectus(es) of the Corporation and the requirements of the 1940 Act and other
applicable law.                                                                 

  Subject to Section 36 of the 1940 Act, the  Subadviser  shall not be liable to
the  Corporation  for any error of  judgment  or  mistake of law or for any loss
arising out of any  investment  or for any act or omission in the  management of
the Corporation  and the  performance of its duties under this Agreement  except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless  disregard of its  obligations  and duties under
this Agreement.                                                                 

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2. EXPENSES. The Subadviser shall pay all of its expenses arising from the  
performance of its obligations under Section 1.                                 

3. COMPENSATION. (a) As compensation for the services performed and the fa- 
cilities and personnel provided by the Manager pursuant to Section 1, the Man-  
ager will pay to the Subadviser each month a fee, calculated on each day dur-   
ing such month, at an annual rate of 1.15% of the Corporation's average daily   
net assets.                                                                     

  (b) If the  Subadviser  shall serve  hereunder  for less than the whole of any
month, the fee hereunder shall be prorated.                                     

  4. PURCHASE AND SALE OF SECURITIES.  The Subadviser shall purchase  securities
from or through  and sell  securities  to or through  such  persons,  brokers or
dealers  as the  Subadviser  shall  deem  appropriate  in order to carry out the
policy with respect to allocation of portfolio  transactions as set forth in the
Registration  Statement and Prospectus(es) of the Corporation or as the Board of
Directors of the  Corporation  may direct from time to time.  In  providing  the
Corporation with investment  management and  supervision,  it is recognized that
the Subadviser will seek the most favorable price and execution, and, consistent
with such policy, may give consideration to the research,  statistical and other
services  furnished by brokers or dealers to the  Subadviser for its use, to the
general  attitude of brokers or dealers  toward  investment  companies and their
support of them, and to such other  considerations  as the Board of Directors of
the Corporation may direct or authorize from time to time.                      

  Notwithstanding  the above,  it is  understood  that it is  desirable  for the
Corporation  that the  Subadviser  have access to  supplemental  investment  and
market  research  and security  and  economic  analysis  provided by brokers who
execute  brokerage  transactions  at a higher cost to the  Corporation  than may
result when  allocating  brokerage to other  brokers on the basis of seeking the
most favorable price and execution.  Therefore,  the Subadviser is authorized to
place orders for the purchase and sale of  securities  of the  Corporation  with
such brokers,  subject to review by the  Corporation's  Board of Directors  from
time to time with respect to the extent and continuation of this practice. It is
understood  that the  services  provided  by such  brokers  may be useful to the
Subadviser  in  connection  with its  services  to other  clients as well as the
Corporation.                                                                    

  If, in connection with purchases and sales of securities for the  Corporation,
the  Subadviser  may,  without  material  risk,  arrange to receive a soliciting
dealer's fee or other  underwriter's  or dealer's  discount or  commission,  the
Subadviser  shall,  unless  otherwise  directed by the Board of Directors of the
Corporation,  obtain such fee,  discount or  commission  and the amount  thereof
shall                                                                           

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be applied to reduce the compensation to be received by the Subadviser pursu-   
ant to Section 3 hereof.                                                        

  Nothing herein shall prohibit the Board of Directors of the  Corporation  from
approving the payment by the  Corporation of additional  compensation  to others
for  consulting  services,  supplemental  research  and  security  and  economic
analysis.                                                                       

  5. TERM OF AGREEMENT.  This Agreement  shall continue in full force and effect
until December 31, 1998, and from year to year thereafter if such continuance is
approved in the manner required by the 1940 Act if the Subadviser shall not have
notified  the  Manager in writing at least 60 days prior to such  December 31 or
prior  to  December  31 of any year  thereafter  that it does  not  desire  such
continuance.  This Agreement may be terminated at any time,  without  payment of
penalty by the Corporation, on 60 days' written notice to the Subadviser by vote
of the Board of  Directors  of the  Corporation  or by vote of a majority of the
outstanding  voting  securities of the Corporation (as defined by the 1940 Act).
This Agreement will  automatically  terminate in the event of its assignment (as
defined by the 1940 Act) or upon the termination of the Management Agreement.   

6. AMENDMENTS. This Agreement may be amended by consent of the parties      
hereto provided that the consent of the Corporation is obtained in accordance   
with the requirements of the 1940 Act.                                          

  7.  MISCELLANEOUS.  This  Agreement  shall be  governed  by and  construed  in
accordance  with  the laws of the  State of New  York.  Anything  herein  to the
contrary  notwithstanding,  this Agreement shall not be construed to require, or
to impose any duty upon either of the  parties,  to do anything in  violation of
any applicable laws or regulations.                                             

  IN WITNESS WHEREOF,  the Manager and the Subadviser have caused this Agreement
to be  executed  by their duly  authorized  officers  as of the date first above
written.                                                                        

                             J. & W. SELIGMAN & CO. INCORPORATED

                                    By _______________________________________

                SELIGMAN HENDERSON CO.

                                    By _______________________________________

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 EXHIBIT B

 SUBADVISORY AGREEMENT

SUBADVISORY AGREEMENT, dated        , 1998 between J. & W. SELIGMAN & CO.   
INCORPORATED, a Delaware corporation (the "Manager") and HENDERSON INVESTMENT   
MANAGEMENT LIMITED (the "Subadviser").                                          

  WHEREAS, the Manager has entered into a Management Agreement,  dated March 19,
1992 (the "Management  Agreement"),  with Seligman Henderson Global Fund Series,
Inc. (the "Corporation"),  an open-end diversified management investment company
registered  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act"),  pursuant  to which the  Manager  will  render or  contract  to obtain as
hereinafter provided investment  management services to the Corporation,  and to
administer the business and other affairs of the Corporation; and               

  WHEREAS,  the Manager  desires to retain the Subadviser to provide  investment
advisory and other services to the Corporation, and the Subadviser is willing to
render such services, in each case effective July 1, 1998.                      

  NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:                                                

  1. DUTIES OF THE SUBADVISER.  Subject in each case to the control of the Board
of Directors of the Corporation and in accordance with the objectives,  policies
and principles set forth in the Registration Statement and Prospectus(es) of the
Corporation and the  requirements  of the 1940 Act, and in conjunction  with and
under the  supervision  of the  Manager,  the  Subadviser  agrees to furnish the
Manager and the Corporation with such investment advice, research and assistance
as the Manager or the Corporation  shall from time to time  reasonably  request.
Subject  to  the  foregoing,   the  Subadviser  shall  (i)  participate  in  the
development  of  the  Corporation's   overall   investment   strategy,   in  the
determination  of country  allocations  and in the  determination  of sector and
industry  weightings  for the various  Series of the  Corporation,  (ii) provide
investment  advice and research to the Corporation  with respect to existing and
potential  investments  in securities  of non-U.S.  issuers,  including  company
visits and meetings with management,  (iii) determine securities for investment,
(iv) select brokers,  and (v) cause the execution of trades,  including  foreign
exchange dealings. The Subadviser will make available  representatives to report
in person to the  Board of  Directors  at least  semi-annu-  ally on  investment
results,  regulatory  compliance and other matters that the Manager or the Board
of Directors may  reasonably  request.  The  Subadviser  shall also provide such
reports and other  information  to the Manager or the Board of Directors as such
persons may reasonably request.                                                 

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  Portfolio  accounting  and pricing for the  Corporation  will be the  ultimate
responsibility of a third party accounting agent or administrator;  however,  in
the event that an asset under the supervision of the Subadviser cannot be priced
by a pricing source  authorized by the Manager,  the Subadviser will provide the
third party accounting  agent or administrator  with daily prices for such asset
in accordance with the Corporation's  pricing  procedures.  Notwithstanding  the
foregoing,  the  Subadviser  will be  responsible  for  coordinating  work  with
custodians   in   respect   of  assets   under  the   Subadviser's   supervision
("Custodians"),  including  liaising as required  with  Custodians in respect of
trade settlement,  safe custody of assets,  income collection and the processing
of corporate actions.  The Subadviser will use all reasonable efforts to monitor
the performance of Custodians  within the terms of the  Corporation's  custodian
agreements  (to the extent such terms are known by the  Subadviser  or a related
entity).  With respect to the securities of issuers under the supervision of the
Subadviser,   the  Subadviser  shall  provide  executed  trade   information  to
Custodians,  third party accounting agents or administrators and/or the Manager,
which may be done via computer.                                                 

  Subject to Section 36 of the 1940 Act, the  Subadviser  shall not be liable to
the  Corporation  for any error of  judgment  or  mistake of law or for any loss
arising out of any  investment or for any act or omission in the  performance of
its duties under this  Agreement  except for willful  misfeasance,  bad faith or
negligence in the  performance of its duties or by reason of reckless  disregard
of its obligations and duties under this Agreement.                             

2. EXPENSES. The Subadviser shall pay all of its expenses arising from the  
performance of its obligations under Section 1.                                 

3. COMPENSATION. (a) As compensation for the services performed by the      
Subadviser pursuant to Section 1, the Manager will pay to the Subadviser each   
month a fee based on the Applicable Percentage of the average monthly assets    
under the Subadviser's supervision.                                             

  (b) As used herein, the term "Applicable Percentage" shall mean an annual rate
of .90% for the period July 1, 1998 through  June 30, 1999;  .70% for the period
July 1, 1999 through June 30, 2000; and .50% thereafter.                        

  (c)  Average  monthly  assets  under  the  Subadviser's  supervision  shall be
determined,  for any month,  by taking the  average of the assets  (adjusted  to
reflect receivables for assets sold and payables for assets purchased) under the
Subadviser's  supervision  as of (i) the opening of business on the first day of
such month and (ii) the close of business on the last day of such month.        

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  (d) If the  Subadviser  shall serve  hereunder  for less than the whole of any
month, the fee hereunder shall be prorated.                                     

  (e) Any fee payable to the Subadviser  under this  Agreement  shall be paid to
the Subadviser or to an affiliate of the Subadviser at an address  designated by
the Subadviser.                                                                 

  4. PURCHASE AND SALE OF SECURITIES.  The Subadviser shall purchase  securities
from or through  and sell  securities  to or through  such  persons,  brokers or
dealers  as the  Subadviser  shall  deem  appropriate  in order to carry out the
policy with respect to allocation of portfolio  transactions as set forth in the
Registration  Statement and Prospectus(es) of the Corporation or as the Board of
Directors of the  Corporation  may direct from time to time.  In  providing  the
Corporation with investment  management and  supervision,  it is recognized that
the Subadviser will seek the most favorable price and execution, and, consistent
with such policy, may give consideration to the research,  statistical and other
services  furnished by brokers or dealers to the  Subadviser for its use, to the
general  attitude of brokers or dealers  toward  investment  companies and their
support of them, and to such other  considerations  as the Board of Directors of
the Corporation may direct or authorize from time to time.                      

  Notwithstanding  the above,  it is  understood  that it is  desirable  for the
Corporation  that the  Subadviser  have access to  supplemental  investment  and
market  research  and security  and  economic  analysis  provided by brokers who
execute  brokerage  transactions  at a higher cost to the  Corporation  than may
result when  allocating  brokerage to other  brokers on the basis of seeking the
most favorable price and execution.  Therefore,  the Subadviser is authorized to
place orders for the purchase and sale of  securities  of the  Corporation  with
such brokers,  subject to review by the  Corporation's  Board of Directors  from
time to time with respect to the extent and continuation of this practice. It is
understood  that the  services  provided  by such  brokers  may be useful to the
Subadviser  in  connection  with its  services  to other  clients as well as the
Corporation.                                                                    

  If, in connection with purchases and sales of securities for the  Corporation,
the  Subadviser  may,  without  material  risk,  arrange to receive a soliciting
dealer's fee or other  underwriter's  or dealer's  discount or  commission,  the
Subadviser  shall,  unless  otherwise  directed by the Board of Directors of the
Corporation,  obtain such fee,  discount or  commission  and the amount  thereof
shall be applied to reduce the  compensation  to be received  by the  Subadviser
pursuant to Section 3 hereof.                                                   

  Nothing herein shall prohibit the Board of Directors of the  Corporation  from
approving the payment by the  Corporation of additional  compensation  to others
for  consulting  services,  supplemental  research  and  security  and  economic
analysis.                                                                       

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  5. TERM OF AGREEMENT.  This Agreement shall become  effective July 1, 1998 and
shall  continue  in full force and  effect  with  respect to each  Series of the
Corporation  until December 31, 1999,  and from year to year  thereafter if such
continuance is approved in the manner required by the 1940 Act if the Subadviser
shall not have  notified  the  Manager in writing at least 60 days prior to such
December  31 or prior to  December  31 of any year  thereafter  that it does not
desire such  continuance.  This  Agreement  may be  terminated  at any time with
respect to any  Series,  without  payment of penalty by the  Corporation,  on 60
days' written  notice to the Subadviser by vote of the Board of Directors of the
Corporation or by vote of a majority of the  outstanding  voting  securities (as
defined  by the 1940 Act) of such  Series.  This  Agreement  will  automatically
terminate  in the event of its  assignment  (as defined by the 1940 Act) or upon
the termination of the Management Agreement.                                    

6. AMENDMENTS. This Agreement may be amended by consent of the parties      
hereto provided that the consent of the Corporation is obtained in accordance   
with the requirements of the 1940 Act.                                          

  7.  MISCELLANEOUS.  This  Agreement  shall be  governed  by and  construed  in
accordance  with  the laws of the  State of New  York.  Anything  herein  to the
contrary  notwithstanding,  this Agreement shall not be construed to require, or
to impose any duty upon,  either of the parties to do anything in  violation  of
any applicable laws or regulations.                                             

  IN WITNESS WHEREOF,  the Manager and the Subadviser have caused this Agreement
to be  executed  by their duly  authorized  officers  as of the date first above
written.                                                                        

                             J. & W. SELIGMAN & CO. INCORPORATED

                                    By _______________________________________

                                 HENDERSON INVESTMENT MANAGEMENT LIMITED

                                    By _______________________________________

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 EXHIBIT C

  The table below sets forth the net assets and the subadvisory fees paid by the
Manager to the  Subadviser  for the  fiscal  year ended  October  31,  1997 with
respect to each Series of Seligman  Henderson  Global Fund Series,  Inc. and the
other  investment  companies  which have investment  objectives  similar to such
Series:                                                                         

                                                                · Download Table

                                                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   
--------------------------------------------- ---------------- ----------------
                                                                               
Seligman Henderson Global Fund Series, Inc.:                                   
  International Fund                             $   93,434          0.90%     
  Emerging Markets Growth Fund                      104,139          1.15      
  Global Growth Opportunities Fund                  192,671          0.90      
  Global Smaller Companies Fund                   1,052,622          0.90      
  Global Technology Fund                            869,185          0.90      
Seligman Portfolios, Inc.:*                                                    
  Seligman Henderson International Portfolio          9,182          0.33      
  Seligman Henderson Global Growth                                             
   Opportunities Portfolio                            5,449          0.29      
  Seligman Henderson Global Smaller Companies                                  
   Portfolio                                         20,505          0.84      
  Seligman Henderson Global Technology                                         
   Portfolio                                          3,686          0.30      

------------                                                                    
* 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.                                                                  

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        SELIGMAN
         HENDERSON
GLOBAL
 FUND SERIES, INC.

         Notice of Special Meeting
         of Shareholders
       and
       Proxy Statement
          --------------------------
 Time: June 30, 1998
        10:00 A.M.
          --------------------------
         Place:  Grand Hyatt Hotel
               42nd Street and
                Lexington Avenue
                        New York, New York 10017

                                Please date,  fill in and sign the enclosed form
                                of  Proxy  and  mail it in the  enclosed  return
                                envelope  which requires no postage if mailed in
  the United States.

        [LOGO]

SELIGMAN HENDERSON                                        
GLOBAL FUND SERIES, INC.                                      
Managed by                                        

[LOGO]                                        

J. & W. SELIGMAN & CO.                                      
INCORPORATED                                        
INVESTMENT MANAGERS AND ADVISORS                                        
ESTABLISHED 1864                                        
100 Park Avenue, New York, NY  10017                                        

DEF 14A 45th Page of 54 TOC 1st Previous Next Bottom Just 45th

PROXY                SELIGMAN HENDERSON INTERNATIONAL FUND                      
 a Series of
 SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
 100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice  
of Meeting and Proxy Statement for the Special Meeting of Shareholders of       
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and        
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)  
proxies, with power of substitution to attend the Special Meeting (and any      
adjournments thereof) and vote all shares the undersigned is entitled to vote   
upon the matters indicated and on any other business that may properly come     
before the Meeting.                                                             

This proxy when properly executed will be voted in the manner directed by the   
undersigned. If no instructions are given, your proxies will vote FOR the       
election of the nominees of the Board of Directors and FOR all proposals.       

--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
--------------------------------------------------------------------------------

1.  ELECTION OF DIRECTORS   [ ] FOR all Nominees  [ ] WITHHOLD AUTHORITY TO VOTE
                             (except as written    for all nominees listed
            on the line below).   below.

NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,  
          Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and 
Brian T. Zino                                               

INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write 
the name(s)on the line below.)                    
________________________________________________________________________________

 YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box. 

DEF 14A 46th Page of 54 TOC 1st Previous Next Bottom Just 46th

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

DEF 14A 47th Page of 54 TOC 1st Previous Next Bottom Just 47th

PROXY            SELIGMAN HENDERSON EMERGING MARKETS GROWTH FUND                
 a Series of
 SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
 100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice  
of Meeting and Proxy Statement for the Special Meeting of Shareholders of       
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and        
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)  
proxies, with power of substitution to attend the Special Meeting (and any      
adjournments thereof) and vote all shares the undersigned is entitled to vote   
upon the matters indicated and on any other business that may properly come     
before the Meeting.                                                             

This proxy when properly executed will be voted in the manner directed by the   
undersigned. If no instructions are given, your proxies will vote FOR the       
election of the nominees of the Board of Directors and FOR all proposals.       

--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
--------------------------------------------------------------------------------

1.  ELECTION OF DIRECTORS   [ ] FOR all Nominees  [ ] WITHHOLD AUTHORITY TO VOTE
                             (except as written    for all nominees listed
            on the line below).   below.

NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,  
          Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and 
Brian T. Zino                                               

INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write 
the name(s)on the line below.)                    
________________________________________________________________________________

 YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box. 

DEF 14A 48th Page of 54 TOC 1st Previous Next Bottom Just 48th

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

DEF 14A 49th Page of 54 TOC 1st Previous Next Bottom Just 49th

PROXY           SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES FUND             
 a Series of
 SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
 100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice  
of Meeting and Proxy Statement for the Special Meeting of Shareholders of       
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and        
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)  
proxies, with power of substitution to attend the Special Meeting (and any      
adjournments thereof) and vote all shares the undersigned is entitled to vote   
upon the matters indicated and on any other business that may properly come     
before the Meeting.                                                             

This proxy when properly executed will be voted in the manner directed by the   
undersigned. If no instructions are given, your proxies will vote FOR the       
election of the nominees of the Board of Directors and FOR all proposals.       

--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
--------------------------------------------------------------------------------

1.  ELECTION OF DIRECTORS   [ ] FOR all Nominees  [ ] WITHHOLD AUTHORITY TO VOTE
                             (except as written    for all nominees listed
            on the line below).   below.

NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,  
          Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and 
Brian T. Zino                                               

INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write 
the name(s)on the line below.)                    
________________________________________________________________________________

 YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box. 

DEF 14A 50th Page of 54 TOC 1st Previous Next Bottom Just 50th

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

DEF 14A 51st Page of 54 TOC 1st Previous Next Bottom Just 51st

PROXY               SELIGMAN HENDERSON GLOBAL TECHNOLOGY FUND                   
a Series of 
 SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
100 Park Avenue, New York, NY 10017 

The undersigned, revoking previous proxies, acknowledges receipt of the Notice  
of Meeting and Proxy Statement for the Special Meeting of Shareholders of       
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and        
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)  
proxies, with power of substitution to attend the Special Meeting (and any      
adjournments thereof) and vote all shares the undersigned is entitled to vote   
upon the matters indicated and on any other business that may properly come     
before the Meeting.                                                             

This proxy when properly executed will be voted in the manner directed by the   
undersigned. If no instructions are given, your proxies will vote FOR the       
election of the nominees of the Board of Directors and FOR all proposals.       

--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
--------------------------------------------------------------------------------

1.  ELECTION OF DIRECTORS   [ ] FOR all Nominees  [ ] WITHHOLD AUTHORITY TO VOTE
                             (except as written    for all nominees listed
            on the line below).   below.

NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,  
          Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and 
Brian T. Zino                                               

INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write 
the name(s) on the line below.)                   
________________________________________________________________________________

 YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box. 

DEF 14A 52nd Page of 54 TOC 1st Previous Next Bottom Just 52nd

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

DEF 14A 53rd Page of 54 TOC 1st Previous Next Bottom Just 53rd

PROXY           SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES FUND                
 a Series of
 SELIGMAN HENDERSON GLOBAL FUND SERIES, INC.
 100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice  
of Meeting and Proxy Statement for the Special Meeting of Shareholders of       
SELIGMAN HENDERSON GLOBAL FUND SERIES, INC. to be held June 30, 1998 and        
appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them)  
proxies, with power of substitution to attend the Special Meeting (and any      
adjournments thereof) and vote all shares the undersigned is entitled to vote   
upon the matters indicated and on any other business that may properly come     
before the Meeting.                                                             

This proxy when properly executed will be voted in the manner directed by the   
undersigned. If no instructions are given, your proxies will vote FOR the       
election of the nominees of the Board of Directors and FOR all proposals.       

--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR each of the nominees and for
all Proposals.
--------------------------------------------------------------------------------

1.  ELECTION OF DIRECTORS   [ ] FOR all Nominees  [ ] WITHHOLD AUTHORITY TO VOTE
                             (except as written    for all nominees listed
            on the line below).   below.

NOMINEES: John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow,  
          Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer, James N. Whitson and 
Brian T. Zino                                               

INSTRUCTIONS: (To withhold authority to vote for any individual nominee(s)write 
the name(s) on the line below.)                     
________________________________________________________________________________

 YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box. 

DEF 14A Last Page of 54 TOC 1st Previous Next Bottom Just 54th

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

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	3/19/92	19	39
	7/16/92	19
	5/20/93	19	33
	3/17/94	19
	5/9/94	19
	5/18/95	5
	9/21/95	19
	3/21/96	19
	5/10/96	19
	1/1/97	12
	5/16/97	5		497
	7/17/97	12
	10/31/97	13	43	24F-2NT, N-30D, NSAR-B
	12/31/97	43		NSAR-B
	1/1/98	12
	2/3/98	19
	3/19/98	16	25
	3/30/98	18	54
	3/31/98	18
	4/30/98	2	28	N-30D, NSAR-A
Filed On / Filed As Of	5/18/98	2	5
For The Period Ended	6/30/98	2	53	PRE 14A
	7/1/98	21	54
	8/22/98	20
	10/1/98	20
	12/31/98	22	38	24F-2NT
	6/30/99	23	40
	7/1/99	23	40
	12/31/99	23	42
	6/30/0	23	40
	6/30/1	25

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Seligman Global Fund Series Inc · DEF 14A · For 6/30/98

Filed On 5/18/98 · SEC File 811-06485 · Accession Number 881466-98-7

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents