-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ROaHp2SrtEm7URHH0jIayJGyZwJFTxU9q/XBZ2Ylacbj+PUH8MuhJgBUjiDJQjDA 0AKU9UnFa6RzlOXbktUNaw== 0000950117-96-001056.txt : 19960904 0000950117-96-001056.hdr.sgml : 19960904 ACCESSION NUMBER: 0000950117-96-001056 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19960903 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELIGMAN PORTFOLIOS INC/NY CENTRAL INDEX KEY: 0000817841 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05221 FILM NUMBER: 96625085 BUSINESS ADDRESS: STREET 1: 130 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2124880200 MAIL ADDRESS: STREET 1: 103 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: SELIGMAN MUTUAL BENEFIT PORTFOLIOS INC DATE OF NAME CHANGE: 19920703 DEFS14A 1 SELIGMAN PORTFOLIOS, INC. 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 Section 240.14a-11(c) or Section 240.14a-12 SELIGMAN PORTFOLIO, 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): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ................................................................. 2) Aggregate number of securities to which transaction applies: ................................................................. 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ................................................................. 4) Proposed maximum aggregate value of transaction: ................................................................. 5) Total fee paid: ................................................................. [X] 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: ................................................................. SELIGMAN PORTFOLIOS, INC. 100 Park Avenue, New York, New York 10017 Toll-Free Telephone: (800) 221-7844 -- All continental United States For questions or comments about the Proposals contained herein, please call Morrow & Co., Inc., the Fund's proxy solicitor, at (800) 566-9058 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 30, 1996 To the Shareholders: A Special Meeting of Shareholders (the 'Meeting') of Seligman Portfolios, Inc., a Maryland corporation (the 'Fund'), will be held at the offices of the Fund, 100 Park Avenue, New York, New York 10017 on September 30, 1996 at 9:30 A.M., for the following purposes: (1) To elect thirteen Directors; (2) To act on a proposal to ratify the selection of Ernst & Young LLP as independent auditors of the Fund for 1996; (3) To act on a proposal to change the investment objective of the Fund's Seligman Henderson Global Portfolio; and (4) To transact any other business that may lawfully come before the Meeting or any adjournment thereof; all as set forth in the Proxy Statement accompanying this Notice. The close of business on August 1, 1996 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, FRANK J. NASTA Secretary Dated: New York, New York, September 4, 1996 ------------------ YOUR VOTE IS IMPORTANT NO 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 AVOID THE 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. September 4, 1996 SELIGMAN PORTFOLIOS, INC. 100 PARK AVENUE, NEW YORK, NEW YORK 10017 PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 30, 1996 This Proxy Statement is furnished to you in connection with the solicitation of Proxies by the Board of Directors of Seligman Portfolios, Inc. (the 'Fund') to be used at the Special Meeting of Shareholders (the 'Meeting') to be held in New York, New York on September 30, 1996. The Fund offers shares of twelve separate portfolios, 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 twelve portfolios are listed below. Proposals 1 and 2 will be voted upon by the shareholders of all twelve portfolios, collectively. Proposal 3 will be voted upon by the shareholders of the Seligman Henderson Global Portfolio (the 'Global Portfolio') individually.
ALL PORTFOLIOS, GLOBAL PROPOSAL COLLECTIVELY PORTFOLIO ONLY - ------------------------------------------------------------------- -------------- -------------- (1) Election of thirteen Directors X (2) Ratification of the Selection of Ernst & Young LLP as auditors X of the Fund for 1996 (3) Approval of proposal to change the investment objective of the X Global Portfolio
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, the shares over which you exercise voting power will be voted in accordance with your instructions. If you give no instructions, your shares will be voted (i) for the election of thirteen Directors, (ii) for the ratification of the selection of auditors, and (iii) with respect to the Global Portfolio, for the proposed change in the investment objective, and, at the discretion of the Proxy holders, on any other matter which may properly 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. 2 The close of business on August 1, 1996 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting. On that date, each Portfolio of the Fund had shares of Capital Stock outstanding and entitled to vote as follows:
PORTFOLIOS SHARES - --------------------------------------------------------------------------- --------- Seligman Capital Portfolio 757,235 Seligman Cash Management Portfolio 9,975,766 Seligman Common Stock Portfolio 1,987,562 Seligman Communications and Information Portfolio 3,841,652 Seligman Fixed Income Securities Portfolio 478,102 Seligman Frontier Portfolio 1,453,386 Seligman Henderson Global Growth Opportunities Portfolio 33,382 Seligman Henderson Global Portfolio 442,965 Seligman Henderson Global Smaller Companies Portfolio 916,812 Seligman Henderson Global Technology Portfolio 63,438 Seligman High-Yield Bond Portfolio 676,691 Seligman Income Portfolio 1,154,751
Each share outstanding on the record date will be entitled to one vote at the Meeting. For any matter on which a vote of a 'majority of the outstanding voting securities' of a Portfolio is required, an abstention or broker non-vote will have the same effect as a vote against the proposal. For all matters on which the affirmative vote of a majority of the votes cast is required and for the election of Directors, an abstention or broker non-vote will not be considered a vote cast. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is represented and, with respect to Proposal 3, whether a 'majority of the outstanding voting securities' of the Global Portfolio is represented at the Meeting. A quorum for the Fund will consist of one-third of the shares outstanding and entitled to vote. In the event that a quorum is not represented at the Meeting for the Fund or a Portfolio or, even if a quorum is so represented, in the event that sufficient votes in favor of any proposal set forth in the Notice of Special Meeting with respect to the Fund or a Portfolio are not received by September 30, 1996, the persons named as proxies may propose and vote for one or more adjournments of the Meeting with respect to the Fund or Portfolio with no other notice than an announcement at the Meeting, and further solicitation of proxies with respect to such proposal may be made. Shares represented by proxies indicating a vote against any proposal will be voted against adjournment. Except for shares issued to affiliates of J. & W. Seligman & Co. Incorporated (the 'Manager'), the Fund's shareholders are the Mutual Benefit Variable Contract Account 9 3 ('VCA 9'), a 'separate account' of The Mutual Benefit Life Insurance Company ('Mutual Benefit Life'); and Canada Life of America Variable Annuity Account 1 ('CLAVA 1'), Canada Life of America Variable Annuity Account 2 ('CLAVA 2'), Canada Life of America Annuity Account 2 ('CLAAA 2'), Canada Life of America Annuity Account 3 ('CLAAA 3'), Canada Life of New York Variable Annuity Account 1 ('CLNYVA 1') and Canada Life of New York Variable Annuity Account 2 ('CLNYVA 2'), each of which is a separate account of either Canada Life Insurance Company of America or Canada Life Insurance Company of New York. VCA 9, CLAVA 1, CLAVA 2, CLNYVA 1 and CLNYVA 2 are each separate accounts which fund variable annuity contracts which invest in the Fund and, in accordance with current policies of the Securities and Exchange Commission, voting power over the Fund's shares with respect to such contracts will be exercisable by the owners of such contracts (the 'Contract Owners'). With respect to tax-qualified group plans which are also offered under VCA 9, annuitants ('Annuitants') have the right to instruct Contract Owners how to cast applicable votes with respect to their own purchase payments under such plans. The number of shares of each Portfolio that a particular Contract Owner will be entitled to vote will generally be determined by dividing the value of his interest in each sub-account of the specific contract by the net asset value per share of the appropriate Portfolio. CLAAA 2 and CLAAA 3 are each unregistered separate accounts that fund pension plan contracts. Each separate account invests in the Fund. The trustees of the individual pension plans (the 'Plan Trustees') have the authority to vote the shares held in their respective plans. Fund shares held by an account for which no voting instructions are received will be voted on each matter in the same proportion as such shares in that sub-account for which voting instructions are received. The Fund's investment adviser is J. & W. Seligman & Co. Incorporated. Seligman Henderson Co. serves as subadviser for each of the Fund's 'Seligman Henderson' Portfolios. The Fund's distributor (principal underwriter) is Seligman Financial Services, Inc. The address of each of these entities is 100 Park Avenue, New York, New York 10017. The transfer agent with respect to VCA-9 is Vantage Computer Systems, 301 W. 11th, Kansas City, MO 64105, 1-800-521-2379. The transfer agent with respect to CLAVA 1, CLAVA 2, CLAAA 2 and CLAAA 3 is Canada Life Insurance Company of America, 6201 Powers Ferry Road, NW, Atlanta, GA 30339, 1-800-333-2542. The transfer agent with respect to CLNYVA 1 and CLNYVA 2 is Canada Life Insurance Company of New York, 500 Mamaroneck Avenue, Harrison, NY 10528, 1-914-835-8400. The Fund will furnish, without charge, copies of its most recent annual report and semi-annual report to any Contract Owner, Plan Trustee or Annuitant upon request to Seligman Financial Services, Inc. at 1-800-221-2783. 4 It is expected that the Notice of Special Meeting, Proxy Statement and form of Proxy will first be mailed to Contract Owners, Plan Trustees or Annuitants on or about September 4, 1996. A. ELECTION OF DIRECTORS. (Proposal 1) The Board is presently comprised of thirteen Directors. At the Meeting, these Directors will be nominated for election to hold office until the next meeting at which Director elections are held or until their successors are elected and qualify. Each nominee has been recommended by the Director Nominating Committee of the Board. It is the intention of the persons named in the accompanying form of Proxy to vote for the election of Fred E. Brown, General John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson and Brian T. Zino, all of whom were previously elected by shareholders (except for General Galvin and Messrs. McPherson, Whitson and Zino) and are presently members of the Board. 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 nominates.
SHARES OF THE FUND'S PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF (AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996 - ------------------------ -------------------------------------------------------- ------------------- Fred E. Brown* DIRECTOR OR TRUSTEE, VARIOUS ORGANIZATIONS, NEW YORK, NY. - 0 - 1983 Mr. Brown is a Director or Trustee of each of the (83) Seligman Group investment companies;`D' Director of, and Consultant to, J. & W. Seligman & Co. Incorporated; [Photo] Director of Seligman Financial Services, Inc. and Seligman Services, Inc., and Trustee of Lake Placid Education Foundation, Lake Placid Center for the Arts and Trudeau Institute, Inc.; formerly, Director of J. & W. Seligman Trust Company and Seligman Securities, Inc.
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SHARES OF THE FUND'S PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF (AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996 - ------------------------ -------------------------------------------------------- ------------------- John R. Galvin DEAN OF THE FLETCHER SCHOOL OF LAW AND DIPLOMACY AT TUFTS - 0 - 1995 UNIVERSITY, MEDFORD, MA. General Galvin is Director or Trustee of each of the Seligman Group investment (67) companies;`D' Chairman of the American Council on Germany; a Governor of the Center for Creative [Photo] Leadership; Director of Raytheon Co., USLIFE, National Committee on U.S. - China Relations, National Defense University and the Institute for Defense Analysis; and Consultant of Thomson CSF; formerly, Ambassador, U.S. State Department, Distinguished Policy Analyst at Ohio State University and Olin Distinguished Professor of National Security Studies at the United States Military Academy. From June, 1987 to June, 1992, he was the Supreme Allied Commander, Europe and the Commander-in-Chief, United States European Command. Alice S. Ilchman PRESIDENT, SARAH LAWRENCE COLLEGE, BRONXVILLE, NY. Dr. - 0 - 1991 Ilchman is a Director or Trustee of each of the Seligman (61) Group investment companies;`D' Chairman of The Rockefeller Foundation; and Director of NYNEX and The [Photo] Committee for Economic Development; formerly, Trustee of The Markle Foundation and Director of International Research & Exchange Board.
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SHARES OF THE FUND'S PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF (AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996 - ------------------------ -------------------------------------------------------- ------------------- Frank A. McPherson CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, - 0 - 1995 KERR-MCGEE CORPORATION, OKLAHOMA CITY, OK. Mr. McPherson (63) is a Director or Trustee of each of the Seligman Group investment companies;`D' Director of Kimberly-Clark [Photo] Corporation, Bank of Oklahoma Holding Company, American Petroleum Institute, Oklahoma City Chamber of Commerce, Baptist Medical Center, Oklahoma Chapter of the Nature Conservancy, Oklahoma Medical Research Foundation and United Way Advisory Board; Chairman of Oklahoma City Public Schools Foundation; and Member of The Business Roundtable and National Petroleum Council. John E. Merow* PARTNER, SULLIVAN & CROMWELL, LAW FIRM, NEW YORK, NY. Mr. - 0 - 1983 Merow is a Director or Trustee of each of the Seligman (66) Group investment companies,`D' Municipal Art Society of New York, Commonwealth Aluminum Corporation, U.S. Council [Photo] for International Business and U.S.-New Zealand Council; Member of the American Law Institute and the Council on Foreign Relations; Chairman of the American Australian Association; and Member of the Board of Governors of Foreign Policy Association and New York Hospital.
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SHARES OF THE FUND'S PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF (AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996 - ------------------------ -------------------------------------------------------- ------------------- Betsy S. Michel ATTORNEY, GLADSTONE, NJ. Mrs. Michel is a Director or - 0 - 1984 Trustee of each of the Seligman Group Investment (54) companies;`D' Chairman of the Board of Trustees of St. George's School (Newport, RI); and Trustee of the [Photo] Geraldine R. Dodge Foundation (Morristown, NJ); formerly, Director of the National Association of Independent Schools (Washington, DC). William C. Morris* CHAIRMAN AND PRESIDENT OF J. & W. SELIGMAN & CO. - 0 - 1988 INCORPORATED, NEW YORK, NY. Mr. Morris is Chairman and (58) Chief Executive Officer of each of the Seligman Group investment companies;`D' Chairman of Seligman Financial [Photo] Services, Inc., Seligman Services, Inc. and Carbo Ceramics Inc.; Member of the Board of Governors of the Investment Company Institute; Director of Seligman Data Corp. and Kerr-McGee Corporation; and formerly, Chairman of Seligman Securities, Inc. and J. & W. Seligman Trust Company.
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SHARES OF THE FUND'S PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF (AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996 - ------------------------ -------------------------------------------------------- ------------------- James C. Pitney PARTNER, PITNEY, HARDIN, KIPP & SZUCH, LAW FIRM, - 0 - 1983 MORRISTOWN, NJ. Mr. Pitney is a Director or Trustee of (69) each of the Seligman Group investment companies`D' and Public Service Enterprise Group. [Photo] James Q. Riordan DIRECTOR, VARIOUS CORPORATIONS, STUART, FL. Mr. Riordan - 0 - 1991 is a Director or Trustee of each of the Seligman Group (69) investment companies,`D' The Houston Exploration Company, The Brooklyn Museum, The Brooklyn Union Gas Company, The [Photo] Committee for Economic Development, Dow Jones & Co., Inc. and Public Broadcasting Service; formerly Co-Chairman of the Policy Council of The Tax Foundation; Director and President of Bekaert Corporation; and Director of Tesoro Petroleum Companies, Inc.
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SHARES OF THE FUND'S PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF (AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996 - ------------------------ -------------------------------------------------------- ------------------- Ronald T. Schroeder* DIRECTOR, MANAGING DIRECTOR AND CHIEF INVESTMENT OFFICER, - 0 - 1983 INSTITUTIONAL OF J. & W. SELIGMAN & CO. INCORPORATED, NEW (48) YORK, NY. Mr. Schroeder is a Director or Trustee of each of the Seligman Group investment companies`D' and [Photo] Director of Seligman Financial Services, Inc., Seligman Services, Inc. and Seligman Henderson Co.; formerly, President of each of the Seligman Group investment companies with the exception of Seligman Quality Municipal Fund, Inc. and Seligman Select Municipal Fund, Inc. and Director of J. & W. Seligman Trust Company, Seligman Data Corp. and Seligman Securities, Inc. Robert L. Shafer DIRECTOR, VARIOUS CORPORATIONS, NEW YORK, NY. Mr. Shafer - 0 - 1983 is a Director or Trustee of each of the Seligman Group (64) investment companies`D' and USLIFE Corporation; formerly, Vice President of Pfizer, Inc. [Photo]
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SHARES OF THE FUND'S PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF (AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996 - ------------------------ -------------------------------------------------------- ------------------- James N. Whitson EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER AND - 0 - 1993 DIRECTOR, SAMMONS ENTERPRISES, INC., DALLAS, TX. Mr. (61) Whitson is a Director or Trustee of each of the Seligman Group investment companies,`D' Red Man Pipe and Supply [Photo] Company and C-SPAN. Brian T. Zino* DIRECTOR AND MANAGING DIRECTOR, J. & W. SELIGMAN & CO. - 0 - 1993 INCORPORATED, NEW YORK, NY. Mr. Zino is President (with (43) the exception of Seligman Quality Municipal Fund, Inc. and Seligman Select Municipal Fund, Inc.) and Director or [Photo] Trustee of each of the Seligman Group investment companies;`D' Chairman of Seligman Data Corp.; Director of Seligman Financial Services, Inc. and Seligman Services, Inc.; and Senior Vice President of Seligman Henderson Co.; formerly, Director and Secretary of Chuo Trust -- JWS Advisors, Inc. and Director of J. & W. Seligman Trust Company and Seligman Securities, Inc.
`D' 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., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson Global Fund Series, Inc., Seligman High Income Fund Series, Seligman Income Fund, Inc., Seligman New Jersey Tax-Exempt Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series, Seligman Quality Municipal Fund, Inc., Seligman Select Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc., Seligman Tax-Exempt Series Trust and Tri-Continental Corporation. 11 As of July 15, 1996, all Directors and officers of the Fund as a group owned beneficially less than 1% of the Fund's and each Portfolio's capital stock. The Board of Directors met six times during 1995. Among the standing committees of the Board are the Audit Committee and Director Nominating Committee. These Committees are solely comprised of Directors who are not 'interested persons' of the Fund (as that term is defined in the Investment Company Act of 1940, as amended (the '1940 Act')). The duties of these Committees are described below. Audit Committee. This Committee recommends the independent public accountants for selection as auditors by the Board annually. In addition, it reviews, with the auditors and such other persons as it determines, (a) the scope of audit, (b) accounting and financial internal controls, (c) quality and adequacy of the accounting staff and (d) reports of the auditors. The Committee comments to the Board when warranted and at least annually. It is directly available to the auditors and officers of the Fund for consultation on audit, accounting and related financial matters. The Audit Committee met twice in 1995. Members of this Committee are Messrs. Whitson (Chairman) and McPherson, General Galvin and Mrs. Michel. Director Nominating Committee. This Committee recommends to the Board persons 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 Nominating Committee met twice in 1995. Members of this Committee are Messrs. Pitney (Chairman), Riordan and Shafer and Dr. Ilchman. On July 15, 1996, no person was known to the management of the Fund to be the beneficial owner of more than 5% of the outstanding shares of any class of its capital stock except as set forth in the following table:
NAME AND ADDRESS SHARES PERCENT TITLE OF CLASS OF BENEFICIAL OWNER OWNED OF CLASS - ---------------------------------------------- --------------------------------------- ------ -------- Seligman Henderson Seligman Financial Services, Inc. 12,001 18.9% Global Technology Portfolio 100 Park Avenue New York, NY 10017 Seligman Henderson Seligman Financial Services, Inc. 22,013 65.9% Global Growth Opportunities Portfolio 100 Park Avenue New York, NY 10017
William C. Morris owns a majority of the outstanding voting securities of the Manager. Accordingly, under the applicable provisions of the 1940 Act, Mr. Morris is a 'control person' of 12 the Manager. In addition, Messrs. Fred E. Brown, Ronald T. Schroeder and Brian T. Zino are shareholders of the Manager. As of January 1, 1995, Brian T. Zino purchased 95 Class B common shares from the Manager, at a price of $1,344.80 per share. As of January 1, 1996, Ronald T. Schroeder sold 535 Class A common shares to the Manager, at a price of $2,142.91 per share. EXECUTIVE OFFICERS OF THE FUND Information with respect to executive officers, other than Messrs. Morris and Zino, is as follows:
POSITION WITH FUND AND NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS - ---------------------------------------------------------------------------------------------------------------- Brian Ashford-Russell 39 VICE PRESIDENT and Co-Portfolio Manager of the Fund's Seligman Henderson Global Technology Portfolio since May 1996. Mr. Ashford-Russell is also a Portfolio Manager with Henderson Administration Group plc; and Vice President of Seligman Henderson Global Fund Series, Inc.; formerly, a Portfolio Manager with Touche Remnant & Co. Daniel J. Charleston 36 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman High-Yield Bond Portfolio since May 1996 and May 1995, respectively. Mr. Charleston is also Vice President of Seligman High Income Fund Series and Portfolio Manager of its Seligman High-Yield Bond Series; and a Managing Director of the Manager (formerly Vice President and Portfolio Manager). Iain C. Clark 45 VICE PRESIDENT and Portfolio Manager of the Fund's Global Portfolio and Seligman Henderson Global Smaller Companies Portfolio since May 1996. Mr. Clark is also Managing Director and the Chief Investment Officer of Seligman Henderson Co.; Director of Henderson Administration Group plc; and Vice President and Portfolio Manager of Seligman Henderson Global Fund Series, Inc. Leonard J. Lovito 36 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman Fixed Income Securities Portfolio since June 1990 and January 1994, respectively, and the Fund's Seligman Cash Management Portfolio since January 1995. Mr. Lovito is also a Vice President and Portfolio Manager of Seligman Cash Management Fund, Inc.; Vice President of Seligman High Income Fund Series and Portfolio Manager of its Seligman U.S. Government Securities Series; and a Vice President, Investment Officer of the Manager.
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POSITION WITH FUND AND NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS - ---------------------------------------------------------------------------------------------------------------- Nitin Mehta 35 VICE PRESIDENT and Co-Portfolio Manager of the Fund's Seligman Henderson Global Growth Opportunities Portfolio since May 1996. Mr. Mehta is also a Portfolio Manager with Henderson Administration Group plc; and Vice President of Seligman Henderson Global Fund Series, Inc. and Co-Portfolio Manager of its Seligman Henderson Global Growth Fund; formerly, Head of Currency Management and Derivatives, Quorum Capital Management; consultant, International Finance Corporation; and Head of Equity Investments at Shearson Lehman Global Asset Management. Arsen Mrakovcic 30 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman Frontier Portfolio since October 1995. Mr. Mrakovcic is also Vice President and Portfolio Manager of Seligman Frontier Fund, Inc.; Portfolio Manager for the domestic portion of the Seligman Henderson Global Smaller Companies Fund; and a Managing Director of the Manager (formerly Vice President, Investment Officer). Loris D. Muzzatti 39 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman Capital Portfolio since April 1988 and December 1988, respectively, and Co-Portfolio Manager of the Seligman Henderson Global Growth Opportunities Portfolio. Mr. Muzzatti is also Vice President and Portfolio Manager of Seligman Capital Fund, Inc. and Seligman Growth Fund, Inc.; and a Managing Director of the Manager (formerly Vice President and Portfolio Manager). Charles C. Smith, Jr. 40 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman Common Stock Portfolio and Seligman Income Portfolio since January 1992 and December 1991, respectively. Mr. Smith is also Vice President and Portfolio Manager of Seligman Common Stock Fund, Inc., Seligman Income Fund, Inc., and Tri-Continental Corporation; and a Managing Director of the Manager (formerly, Senior Vice President, Senior Investment Officer).
14
POSITION WITH FUND AND NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS - ---------------------------------------------------------------------------------------------------------------- Paul H. Wick 33 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman Communications and Information Portfolio since May 1995 and October 1994, respectively, and a co-manager of the Seligman Henderson Global Technology Portfolio. Mr. Wick is also Vice President and Portfolio Manager of Seligman Communications and Information Fund, Inc.; Vice President of Seligman Henderson Global Fund Series, Inc. and Co-Portfolio Manager of its Global Technology Fund; and a Managing Director of the Manager (formerly, Vice President, Investment Officer). Lawrence P. Vogel 40 VICE PRESIDENT (FORMERLY, TREASURER) OF THE FUND since January 1992. Mr. Vogel is also Vice President of the other Seligman Group investment companies; Senior Vice President, Finance of the Manager, Seligman Financial Services, Inc. and Seligman Data Corp. (formerly, Treasurer); Vice President of Seligman Services, Inc.; and Treasurer, Seligman Henderson Co.; formerly, Senior Vice President, Finance of Seligman Securities, Inc. and J. & W. Seligman Trust Company and an Audit Senior Manager, Price Waterhouse. Frank J. Nasta 31 SECRETARY OF THE FUND since March 1994. Mr. Nasta is also Secretary of the Manager, the other Seligman Group investment companies, Seligman Data Corp., Seligman Financial Services, Inc., Seligman Services, Inc. and Seligman Henderson Co. and Vice President, Law and Regulation of the Manager; formerly, Secretary, J. & W. Seligman Trust Company, and attorney at the law firm of Seward & Kissel. Thomas G. Rose 38 TREASURER OF THE FUND since November 1992. Mr. Rose is also Treasurer of the other Seligman Group investment companies and Seligman Data Corp.; formerly, Treasurer, American Investors Advisors, Inc.
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, NY 10017. 15 REMUNERATION OF DIRECTORS AND OFFICERS Directors of the Fund who are not employees of the Manager or its affiliates each receive from the Fund annual retainer fees. In addition, Directors are paid up to $1,000 for each day on which they attend Board and/or Committee meetings, which is paid proportionately by the Seligman Group investment companies meeting on the same day. The Directors are also reimbursed for the expenses of attending meetings. Directors' attendance, retainer and/or committee fees paid to each Director for the year ended December 31, 1995 were as follows:
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 $ 1,470.28 - 0 - $41,252.75 Alice S. Ilchman 2,423.68 - 0 - 68,000.00 Frank A. McPherson 1,470.28 - 0 - 41,252.75 John E. Merow`D' 2,352.26 - 0 - 66,000.00 Betsy S. Michel 2,316.55 - 0 - 67,000.00 Douglas R. Nichols, Jr.* 881.98 - 0 - 24,747.25 James C. Pitney`D' 2,423.68 - 0 - 68,000.00 James Q. Riordan 2,423.68 - 0 - 70,000.00 Herman J. Schmidt* 881.98 - 0 - 24,747.25 Robert L. Shafer 2,423.68 - 0 - 70,000.00 James N. Whitson`D' 2,352.26 - 0 - 68,000.00
- --------------------- * Messrs. Nichols and Schmidt retired on May 18, 1995. ** There are 16 other investment companies in the Seligman Group. `D' Messrs. Merow and Whitson have elected to defer receiving their fees. The total amounts of deferred compensation (including interest) payable to Messrs. Merow and Whitson as of December 31, 1995 were $10,892 and $6,483, respectively. Mr. Pitney had deferred receiving his fee and has owing to him deferred compensation (including interest) as of December 31, 1995 of $3,536. Mr. Pitney no longer defers his current compensation. No compensation is paid by the Fund to Directors or officers of the Fund who are employees of, or consultants to, the Manager. The affirmative vote of a plurality of the votes cast at the meeting is required to approve the election of the proposed Directors. 16 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE FOREGOING NOMINEES TO SERVE AS DIRECTOR OF THE FUND. B. RATIFICATION OF SELECTION 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 for 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 Ernst & Young LLP as auditors of the Fund for 1996. The firm of Ernst & Young LLP has extensive experience in investment company accounting and auditing. It is expected that a representative of Ernst & Young 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. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THIS PROPOSAL. C. APPROVAL OF A CHANGE IN THE INVESTMENT OBJECTIVE OF THE FUND'S SELIGMAN HENDERSON GLOBAL PORTFOLIO. (Proposal 3) The Board of Directors of the Fund has approved, and recommends for approval by the shareholders of Seligman Henderson Global Portfolio (the 'Global Portfolio') at the Meeting, the amendment of the Global Portfolio's investment objective to change the Global Portfolio's investment orientation from that of a 'global' fund to that of an 'international' fund. Shareholder approval of this Proposal would change the investment objective of the Global Portfolio to long- term capital appreciation primarily through international investments (rather than global investments) in securities of medium- to large-sized companies. If the change in investment objective is approved by shareholders, the name of the Global Portfolio will be changed to 'Seligman Henderson International Portfolio.' The changes in the 17 investment policy and the name of Global Portfolio have been approved by the Board subject to the approval of this Proposal by shareholders. Current Investment Objective and Policy. The Global Portfolio's current investment objective is long-term capital appreciation primarily through global investments in securities of medium- to large-sized companies. This objective is fundamental and may not be changed without the approval of the shareholders of the Global Portfolio. Consistent with its current investment objective, under normal market conditions, the Global Portfolio invests at least 65% of its assets in securities of issuers located in at least three different countries, one of which may be the United States. Proposed Investment Objective and Policy. The Manager has recommended to the Board of Directors, and the Board of Directors has approved and recommends to shareholders of the Global Portfolio for approval, that the current investment objective of the Global Portfolio be changed to long-term capital appreciation primarily through international investments in securities of medium- to large-sized companies. If this proposed investment objective is adopted, the Global Portfolio will adopt as an investment policy that, under normal market conditions, it will invest at least 65% of its assets in securities of issuers located in at least three different countries, not including the United States. No other changes to the Global Portfolio's investment policies have been proposed or approved in connection with this Proposal. Effect of Adoption of the Proposal. Based on its current investment policy, the Global Portfolio is effectively permitted to invest substantially all of its assets in securities of issuers located in the United States, subject to maintaining investments in issuers located in at least two other countries. Upon the adoption of this Proposal by its shareholders, the Global Portfolio will be required under normal market conditions to limit its investments in securities of U.S. issuers to a maximum of 35% of assets. Because of the Subadviser's view of the global marketplace, the value of the Global Portfolio's holdings of securities of U.S. issuers as of the date of this Proxy Statement is minimal, and since the Global Portfolio's inception in 1993 the value of such holdings has never exceeded 35% of assets. Therefore, the Manager and Seligman Henderson Co. (the 'Subadviser') currently expect that adoption of this Proposal will have no immediate effect on the allocation of the Global Portfolio's investments between U.S. and foreign issuers. The adoption of the new investment objective and policy, however, would eliminate under most circumstances the ability of the Global Portfolio in the future to increase its holdings of securities of U.S. issuers above 35% of assets. See 'Special Considerations and Risk Factors' below. In light of the present and historical allocation of investments among countries, the Fund cannot predict whether or when the proposed investment policy, if adopted, would begin to have an effect on the country 18 allocation of the portfolio or on its investment performance. The Subadviser has no current intention to dispose of securities of U.S. issuers currently held by the Global Portfolio. Recommendation of the Board of Directors. The Manager has evaluated the investment opportunities currently offered by the respective Portfolios of the Fund and those which may in the future be offered by new portfolios of the Fund. The Fund currently includes three other Portfolios that have investment objectives requiring primarily 'global investments': Seligman Henderson Global Growth Opportunities Portfolio, Seligman Henderson Global Smaller Companies Portfolio and Seligman Henderson Global Technology Portfolio. There is no current proposal to limit securities of U.S. issuers eligible for these Portfolios because a substantial portion of the universe of eligible investments are securities of U.S. issuers. However, the Manager, in consultation with Seligman Financial Services, Inc., an affiliate of the Manager and the distributor of the variable annuity contracts which invest in the Global Portfolio and other Portfolios of the Fund, has determined that, in light of the actual investment experience of the Global Portfolio and its emphasis on medium- to large-size companies, it would be desirable to distinguish the Global Portfolio's international orientation from that of the other Portfolios within the Fund. The Manager has advised the Board of Directors that the proposed change in investment objective may potentially increase investor interest in the Global Portfolio, thereby contributing to growth of its aggregate assets and opportunities for greater investment diversification. The Manager has also advised that while no assurances can be given, under current market conditions for international investment, the Manager and Subadviser do not expect that the investment performance of the Global Portfolio would be negatively affected by the proposed limitation on investments in U.S. issuers. The Board of Directors of the Fund considered the Manager's recommendation, taking into account a number of factors, including but not limited to the likely prospects for future growth of the Global Portfolio and the likely impact on Global Portfolio shareholders. Notwithstanding the limitation on investment flexibility discussed herein, the Manager has advised the Board that many investors and prospective investors wish to make their own U.S./non-U.S. asset allocations and for this reason prefer 'international' rather than 'global' funds, and that current shareholders were unlikely to be affected by the change. The Board also considered that holders of variable annuity contracts invested in the Global Portfolio who may not prefer the international orientation of the Global Portfolio may reallocate their current investment to other Portfolios on a tax-free basis. After careful consideration, the Board determined that the proposed changes in investment objective and the corresponding investment policy were in the best interests of the Global Portfolio and its shareholders. Accordingly, the Board of Directors of the Fund unanimously recommended that shareholders vote in favor of this Proposal. 19 Special Considerations and Risk Factors. The proposed change in the investment objective of the Global Portfolio and the corresponding change in the investment policy that would become effective upon adoption of this Proposal would limit the Global Portfolio's investments in securities of U.S. issuers to 35% of assets. These changes would eliminate the Subadviser's flexibility to shift assets of the Global Portfolio from foreign issuers to U.S. issuers without regard to the resulting percentage of U.S. issuers, which may be desirable at times when the Subadviser considers the securities of foreign issuers unattractive investments relative to securities of U.S. issuers. Investments in securities of foreign issuers may involve risks that are not associated with, or are more pronounced relative to, domestic investments. These risks, which are also described in the Fund's current Prospectus and Statement of Additional Information, dated May 1, 1996, include, but are not limited to: unfavorable changes in foreign currency and U.S. dollar exchange rates and exchange control regulations; lack of uniform accounting, auditing and financial reporting standards, practices and requirements for foreign issuers; less publicly available information about foreign issuers; less pervasive governmental regulation and supervision of foreign securities markets and companies; less liquidity and higher price volatility; generally higher brokerage commissions and other transaction costs; delays and administrative uncertainties in securities settlement; the possibility of nationalization, expropriation or confiscatory taxation; limitations on the removal of monies or other assets; higher rates of inflation; and political or social instability. The Manager does not believe that these risks will change in nature or magnitude as a result of the proposed change in investment objective, both because the Global Portfolio's country-by-country asset allocation decisions will be made essentially as they have been and because the Global Portfolio retains the ability to invest in securities of U.S. issuers in abnormal market conditions. Approval of the Proposal will require the affirmative 'vote of a majority of the outstanding voting securities' of the Global Portfolio which, as defined by the 1940 Act, means the vote of the lesser of (1) more than 50% of the outstanding shares of the Global Portfolio or (2) 67% or more of the shares of the Global Portfolio represented at the Meeting, if more than 50% of the shares of the Global Portfolio are represented at the Meeting. Consistent with the proposed changes to the investment objective and investment policy set forth in this Proposal, the Board of Directors of the Fund has considered and deems advisable a change in the name of the Global Portfolio from Seligman Henderson Global Portfolio to Seligman Henderson International Portfolio. If this Proposal is approved by the shareholders of Global Portfolio and the proposed change in investment policy thereby becomes effective, the current name of the Global Portfolio would not appropriately reflect its new investment 20 orientation. The Board of Directors believes that the proposed name would be consistent with the change in investment objective and would enable shareholders, prospective investors and other market participants more readily to identify the Global Portfolio with its new investment objective. The vote of shareholders is not required to effect the change in the name of the Global Portfolio, and, subject to necessary regulatory filings, it will become effective upon the adoption of this Proposal by the shareholders of the Global Portfolio. THE BOARD OF DIRECTORS OF THE FUND RECOMMEND APPROVAL OF THIS PROPOSAL. D. OTHER MATTERS; SHAREHOLDER PROPOSALS. Management knows of no other matters which are to be brought before the Meeting. However, if any other matters come before the Meeting, it is intended that the persons named in the enclosed form of Proxy, or their substitutes, will vote the Proxy in accordance with their judgment on such matters. A shareholder proposal intended to be presented 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 and form of proxy statement related 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 likely that, in future years, shareholder meetings will not 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. 21 E. EXPENSES. The Fund will bear the cost of soliciting Proxies. In addition to the use of the mails, Proxies may be solicited personally or by telephone or telegraph by Directors, officers and employees of the Fund, the Manager, Seligman Financial Services, Inc., Seligman Services, Inc. and Seligman Data Corp. and the Fund may reimburse persons holding shares in their names or names of their nominees for their expenses in sending solicitation material to their principals. The Fund has engaged Morrow & Co., Inc., 909 Third Avenue, New York, New York 10022-4799, to assist in soliciting for a fee of $2,000, plus expenses. By order of the Board of Directors, FRANK J. 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. 22 THIS PAGE INTENTIONALLY LEFT BLANK [SELIGMAN LOGO] - ------------------------------ Notice of Special Meeting of Shareholders and Proxy Statement - ------------------------------ SELIGMAN PORTFOLIOS INC. Time: September 30, 1996 9:30 A.M. Place: Offices of the Fund 200 Park Avenue New York, NY 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] STATMENT OF DIFFERENCES ----------------------- The dagger symbol shall be expressed as.... `D' APPENDIX 1 Canada Life of New York Variable Annuity Account 1 PROXY Seligman Communications and Information Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 1 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 2 Canada Life of New York Variable Annuity Account 2 PROXY Seligman Communications and Information Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 3 Canada Life of America Variable Annuity Account 2 PROXY SELIGMAN HENDERSON GLOBAL PORTFOLIO a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in the Seligman Henderson Global Portfolio of SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN 3. Approval of the change in the investment objective of the Seligman Henderson Global Portfolio. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 4 Canada Life of America Annuity Account 3 PROXY SELIGMAN HENDERSON GLOBAL PORTFOLIO a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in the Seligman Henderson Global Portfolio of SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 3 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN 3. Approval of the change in the investment objective of the Seligman Henderson Global Portfolio. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 5 Canada Life of America Annuity Account 3 PROXY Seligman Income Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 3 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 6 Canada Life of America Variable Annuity Account 2 PROXY Seligman High-Yield Bond Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 7 Canada Life of New York Variable Annuity Account 2 PROXY Seligman Capital Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 8 Canada Life of America Variable Annuity Account 2 PROXY Seligman Capital Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 9 Canada Life of New York Variable Annuity Account 2 PROXY Seligman Cash Management Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 10 Canada Life of America Variable Annuity Account 2 PROXY Seligman Cash Management Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 11 Canada Life of New York Variable Annuity Account 2 PROXY Seligman Common Stock Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 12 Canada Life of America Annuity Account 3 PROXY Seligman Common Stock Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 3 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 13 Canada Life of America Variable Annuity Account 2 PROXY Seligman Common Stock Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 14 Canada Life of America Annuity Account 2 PROXY Seligman Communications and Information Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 15 Canada Life of America Annuity Account 3 PROXY Seligman Communications and Information Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 3 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 16 Canada Life of America Variable Annuity Account 1 PROXY Seligman Communications and Information Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 1 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 17 Canada Life of America Variable Annuity Account 2 PROXY Seligman Communications and Information Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 18 Canada Life of America Annuity Account 3 PROXY Seligman Fixed Income Securities Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 3 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 19 Canada Life of America Variable Annuity Account 2 PROXY Seligman Fixed Income Securities Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 20 Canada Life of New York Variable Annuity Account 1 PROXY Seligman Frontier Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 1 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 21 Canada Life of New York Variable Annuity Account 2 PROXY Seligman Frontier Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 22 Canada Life of America Annuity Account 2 PROXY Seligman Frontier Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 23 Canada Life of America Annuity Account 3 PROXY Seligman Frontier Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 3 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 24 Canada Life of America Variable Annuity Account 1 PROXY Seligman Frontier Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 1 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 25 Canada Life of America Variable Annuity Account 2 PROXY Seligman Frontier Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 26 Canada Life of America Annuity Account 2 PROXY Seligman Henderson Global Technology Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 27 Canada Life of America Annuity Account 2 PROXY Seligman Henderson Global Growth Opportunities Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 28 Mutual Benefit Variable Contract Account 9 PROXY Seligman Capital Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Mutual Benefit Variable Contract Account 9 issued by the Mutual Benefit Life Insurance Company, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- The Board of Directors recommends you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 29 Mutual Benefit Variable Contract Account 9 PROXY Seligman Cash Management Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Mutual Benefit Variable Contract Account 9 issued by the Mutual Benefit Life Insurance Company, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 30 Mutual Benefit Variable Contract Account 9 PROXY Seligman Common Stock Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Mutual Benefit Variable Contract Account 9 issued by the Mutual Benefit Life Insurance Company, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 31 Mutual Benefit Variable Contract Account 9 PROXY Seligman Fixed Income Securities Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Mutual Benefit Variable Contract Account 9 issued by the Mutual Benefit Life Insurance Company, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 32 Mutual Benefit Variable Contract Account 9 PROXY Seligman Income Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Mutual Benefit Variable Contract Account 9 issued by the Mutual Benefit Life Insurance Company, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 33 Canada Life of New York Variable Annuity Account 2 PROXY Seligman Henderson Global Growth Opportunities Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 34 Canada Life of America Variable Annuity Account 2 PROXY Seligman Henderson Global Growth Opportunities Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 35 Canada Life of New York Variable Annuity Account 2 PROXY Seligman Henderson Global Technology Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 36 Canada Life of New York Variable Annuity Account 2 PROXY Seligman Henderson Global Smaller Companies Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 37 Canada Life of America Annuity Account 3 PROXY Seligman High-Yield Bond Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 3 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 38 Canada Life of New York Variable Annuity Account 2 PROXY Seligman Income Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 39 Canada Life of New York Variable Annuity Account 2 PROXY SELIGMAN HENDERSON GLOBAL PORTFOLIO a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in the Seligman Henderson Global Portfolio of SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of New York Variable Annuity Account 2 issued by Canada Life Insurance Company of New York, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN 3. Approval of the change in the investment objective of the Seligman Henderson Global Portfolio. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 40 Canada Life of America Variable Annuity Account 2 PROXY Seligman Income Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 41 Canada Life of America Annuity Account 3 PROXY Seligman Capital Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 3 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 42 Canada Life of America Variable Annuity Account 2 PROXY Seligman Henderson Global Smaller Companies Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 43 Canada Life of America Variable Annuity Account 2 PROXY Seligman Henderson Global Technology Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Variable Annuity Account 2 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 APPENDIX 44 Canada Life of America Annuity Account 3 PROXY Seligman Henderson Global Smaller Companies Portfolio a portfolio of SELIGMAN PORTFOLIOS, INC. The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the "Fund") under the Canada Life of America Annuity Account 3 issued by Canada Life Insurance Company of America, hereby provides instructions as to the casting of votes attributable to the undersigned at the Special Meeting of Shareholders to be held on September 30, 1996 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 below and 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 you vote FOR each of the Nominees and FOR all Proposals --------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLDING AUTHORITY (except as written TO VOTE for all on line below) nominees listed below. NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N. Whitson, Brian T. Zino. ____________________________________________________________________ Your vote is important. Please complete, sign on the reverse side and return this card as soon as possible. Mark each vote with an X in the box. 2. Ratification of the selection of Ernst & Young LLP as Auditors. // FOR / / AGAINST / / ABSTAIN DATED ______________________________________, 1996 __________________________________________________ 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 -----END PRIVACY-ENHANCED MESSAGE-----