Supplement, dated September 21, 1995, to the Prospectus dated May 1, 1995
of Seligman Capital Fund, Inc. (the "Fund")
Today the Fund's Board of Directors unanimously approved and
recommended to shareholders for approval at a special meeting of shareholders to
be held on December 12, 1995, proposed amendments to the Management Agreement
between the Fund and J. & W. Seligman & Co. Incorporated (the "Manager"). The
proposed amendments would revise the fee schedule in the Management Agreement as
follows: (i) by creating a new schedule of management fees which would apply to
the Fund, subject to shareholder approval, effective January 1, 1996, and (ii)
by changing the basis of the calculation of management fees for the Fund.
Pursuant to the proposed amendments, the Fund would pay a management
fee equal to an annual rate of 0.75% on the first $1 billion of average daily
net assets of the Fund; 0.70% on the next $1 billion of average daily net assets
of the Fund; and 0.65% on the average daily net assets of the Fund in excess of
$2 billion. The current practice of computing management fees daily and paying
them monthly will remain unchanged. However, the fee would be calculated based
on the Fund's average daily net assets rather than the average daily net assets
of the Fee Base comprising the aggregate assets of the registered investment
companies advised by the Manager. In addition, the Board of Directors also
approved and recommended for approval by shareholders corresponding changes to
the Subadvisory Agreement between the Manager and Seligman Henderson Co., the
Fund's Subadviser with respect to certain assets. The subadvisory fee is paid by
the Manager and thus does not affect the total management fee payable by the
Fund.
The following replaces the "Annual Fund Operating Expense" table and the
"Example" located on page 2 of the Fund's prospectus:
<TABLE>
<CAPTION>
Annual Fund Operating Expenses for 1994 Class A Class D
(as a percentage of average net assets)
<S> <C> <C>
Management Fees.............................................................. .75% .75%
12b-1 Fees................................................................... .20% 1.00%
Other Expenses............................................................... .40% 1.13%
---- -----
Total Fund Operating Expenses................................................ 1.35% 2.88%
===== =====
<CAPTION>
Example 1 year 3 years 5 years 10 years
------ ------- ------- --------
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:
<S> <C> <C> <C> <C>
Class A......................................................................... $61 $88 $118 $202
Class D......................................................................... $39+ $89 $152 $320
</TABLE>
This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown and the 5%
annual return used in this example is a hypothetical rate.
+ Assuming (i) 5% annual return and (ii) no redemption at the end of year
one, the expenses on a $1,000 investment would be $29.
The current fee arrangements with the Manager and the Subadviser are
described in the Prospectus under the section entitled, "Management Services."
