SELIGMAN COMMON STOCK FUND INC, DEFS14A, 1995-10-18

SELIGMAN COMMON STOCK FUND INC
DEFS14A, 1995-10-18

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SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

SELIGMAN COMMON STOCK FUND, 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:

.................................................................

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SELIGMAN COMMON STOCK FUND, INC.
100 Park Avenue, New York, New York 10017
Toll-Free Telephone: (800) 221-2450 -- 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 DECEMBER 12, 1995
To the Shareholders:
A Special Meeting of Shareholders (the 'Meeting') of Seligman Common Stock
Fund, Inc., a Maryland corporation (the 'Fund'), will be held at the Grand Hyatt
Hotel, 42nd Street and Lexington Avenue, New York, New York on December 12, 1995
at 9:00 A.M., for the following purposes:
(1) To elect thirteen Directors;
(2) To act on a proposal to ratify the selection of Deloitte & Touche LLP
as auditors of the Fund for 1995;
(3) To approve or disapprove amendments to the Management Agreement, dated
December 29, 1988 between the Fund and J. & W. Seligman & Co.
Incorporated to increase the management fee payable by the Fund;
(4) To approve or disapprove amendments to the Subadvisory Agreement, dated
June 1, 1994 between J. & W. Seligman & Co. Incorporated and Seligman
Henderson Co. to increase the subadvisory fee payable by J. & W.
Seligman & Co. Incorporated;
(5) To act on a proposal to amend the Fund's fundamental investment policy
with respect to borrowing to increase the amount that may be borrowed
to 15% of the market value of the Fund's total assets;
(6) To act on a proposal to amend the Fund's fundamental investment policy
regarding mortgaging or pledging of its assets;
(7) To act on a proposal to amend the Fund's fundamental investment policy
with respect to investment in real estate investment trusts; and
(8) To transact such other business as 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 October 10, 1995 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,
Secretary

Dated: New York, New York, October 18, 1995

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

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.

<PAGE>

October 18, 1995

SELIGMAN COMMON STOCK FUND, INC.
100 PARK AVENUE, NEW YORK, NEW YORK 10017
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 12, 1995

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Seligman Common Stock Fund,
Inc. (the 'Fund') to be used at the Special Meeting of Shareholders (the
'Meeting') to be held at the Grand Hyatt Hotel, 42nd Street and Lexington
Avenue, New York, New York on December 12, 1995.

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you give no
instructions and return your signed Proxy, your shares will be voted (i) for the
election of thirteen Directors, (ii) for the ratification of the selection of
auditors, (iii) for the approval of amendments to the Management Agreement
between the Fund and J. & W. Seligman & Co. Incorporated (the 'Manager') to
increase the management fee payable by the Fund, (iv) for the approval of
amendments to the Subadvisory Agreement between the Manager and Seligman
Henderson Co. to increase the subadvisory fee payable by the Manager, (v) for
the amendment of the Fund's fundamental investment policy with respect to
borrowing to increase the amount that may be borrowed to 15% of the market value
of the Fund's total assets, (vi) for the amendment of the Fund's fundamental
investment policy regarding mortgaging or pledging of its assets, and (vii) for
the amendment of the Fund's fundamental investment policy regarding investment
in real estate investment trusts, and, at the discretion of the Proxy holders,
on any other matter that may properly have come before the Meeting or any
adjournment thereof. You may revoke your Proxy or change it by written notice to
the Fund (Attention: the Secretary) or by notice at the Meeting at any time
prior to the time it is voted.

The close of business on October 10, 1995 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. On that date, the Fund had outstanding
41,495,835 shares of Class A capital stock and 2,669,155 shares of Class D
capital stock, each share being entitled to one vote. For all matters on which a
vote of a majority of the Fund's shares outstanding and entitled to vote is
required, an abstention or broker non-vote will have the same effect as a vote
against the

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proposal. For all matters on which the affirmative vote of a majority of the
votes cast at a meeting is required and for the election of Directors, an
abstention or broker non-vote will not be considered a vote cast.

The Fund's investment adviser is J. & W. Seligman & Co. Incorporated.
Subadvisory services are provided by Seligman Henderson Co. and the Fund's
shareholder service agent is Seligman Data Corp. 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 Fund will
furnish, without charge, copies of its most recent annual report and semi-annual
report to any shareholder upon request to Seligman Data Corp. at 1-800-221-2450.
Questions or comments relating to any of the proposals set forth herein may be
directed to Morrow & Co., Inc., the Fund's proxy solicitor, at 1-800-566-9058.

It is expected that the Notice of Special Meeting, Proxy Statement and form
of Proxy will first be mailed to shareholders on or about October 18, 1995.

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.

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 are presently members of the Board.
Each of the foregoing individuals has consented to be a nominee. Each of the
nominees previously has been elected by the shareholders, with the exception of
General Galvin and Mr. McPherson who were elected by the Board of Directors on
May 18, 1995.

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

The background of General Galvin and Mr. McPherson and information
regarding the other Directors of the Fund appears below.

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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND OTHER INFORMATION
SHARES OF CAPITAL
THE PERSONS DESIGNATED BY ASTERISK (*) ARE STOCK BENEFICIALLY
'INTERESTED PERSONS' OF THE FUND (AS THAT OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF INDIRECTLY, AS OF
DIRECTOR AND (AGE) 1940, AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. SEPTEMBER 26, 1995
- ------------------------ -------------------------------------------------------- -------------------
<S> <C> <C>
Fred E. Brown* DIRECTOR OR TRUSTEE, VARIOUS ORGANIZATIONS, NEW YORK, NY. 54,899
1959 to Date Mr. Brown is a Director or Trustee of each of the
(82) 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.; 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.

John R. Galvin DEAN OF THE FLETCHER SCHOOL OF LAW AND DIPLOMACY AT TUFTS - 0 -
May 18, 1995 UNIVERSITY, MEDFORD, MA. General Galvin is Director or
to Date Trustee of each of the Seligman Group investment
(66) companies;`D' Chairman of the American Council on
Germany; a Governor of the Center for Creative
[Photo] Leadership; Director of USLIFE, 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; Dis-
tinguished Policy Analyst at Ohio State University and
Olin Distinguished Professor of National Security Stud-
ies 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.
</TABLE>

Alice S. Ilchman PRESIDENT, SARAH LAWRENCE COLLEGE, BRONXVILLE, NY. Dr. 8,874
1991 to Date Ilchman is a Director or Trustee of each of the Seligman
(60) Group investment companies;`D' Chairman of The
Rockefeller Foundation; Director of NYNEX (formerly, New
[Photo] York Telephone Company) and The Committee for Economic
Development; formerly, Trustee of The Markle Foundation
and Director of International Research & Exchange Board.

Frank A. McPherson CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, - 0 -
May 18, 1995 KERR-MCGEE CORPORATION, OKLAHOMA CITY, OK. Mr. McPherson
to Date is a Director or Trustee of each of the Seligman Group
(62) investment companies;`D' Director of Kimberly-Clark
Corporation, Bank of Oklahoma Holding Company, American
[Photo] 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 a Member of The Business
Roundtable and National Petroleum Council.
</TABLE>

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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND OTHER INFORMATION
SHARES OF CAPITAL
THE PERSONS DESIGNATED BY ASTERISK (*) ARE STOCK BENEFICIALLY
'INTERESTED PERSONS' OF THE FUND (AS THAT OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF INDIRECTLY, AS OF
DIRECTOR AND (AGE) 1940, AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. SEPTEMBER 26, 1995
- ------------------------ -------------------------------------------------------- -------------------
<S> <C> <C>
John E. Merow* PARTNER, SULLIVAN & CROMWELL, LAW FIRM, NEW YORK, NY. Mr. 75,732
1970 to Date Merow is a Director or Trustee of each of the Seligman
(65) 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.

Betsy S. Michel ATTORNEY, GLADSTONE, NJ. Mrs. Michel is a Director or 42,085
1984 to Date Trustee of each of the Seligman Group investment
(53) companies`D' and The National Association of Independent
Schools (Washington, DC); and Chairman of the Board of
[Photo] Trustees of St. George's School (Newport, RI).
</TABLE>

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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND OTHER INFORMATION
SHARES OF CAPITAL
THE PERSONS DESIGNATED BY ASTERISK (*) ARE STOCK BENEFICIALLY
'INTERESTED PERSONS' OF THE FUND (AS THAT OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF INDIRECTLY, AS OF
DIRECTOR AND (AGE) 1940, AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. SEPTEMBER 26, 1995
- ------------------------ -------------------------------------------------------- -------------------
<S> <C> <C>
William C. Morris* CHAIRMAN AND PRESIDENT OF J. & W. SELIGMAN & CO. 5,374
1988 to Date INCORPORATED, NEW YORK, NY. Mr. Morris is Chairman and
(57) 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; and Director of Daniel
Industries, Inc., Kerr-McGee Corporation and Seligman
Data Corp.; formerly, Chairman of Seligman Securities,
Inc. and J. & W. Seligman Trust Company.

James C. Pitney PARTNER, PITNEY, HARDIN, KIPP & SZUCH, LAW FIRM, 1,662
1971 to Date 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 452
1991 to Date is a Director or Trustee of each of the Seligman Group
(68) investment companies,`D' The Brooklyn Museum, The
Brooklyn Union Gas Company, The Committee for Economic
[Photo] Development, Dow Jones & Co., Inc. and Public Broadcast-
ing 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.
</TABLE>

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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND OTHER INFORMATION
SHARES OF CAPITAL
THE PERSONS DESIGNATED BY ASTERISK (*) ARE STOCK BENEFICIALLY
'INTERESTED PERSONS' OF THE FUND (AS THAT OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF INDIRECTLY, AS OF
DIRECTOR AND (AGE) 1940, AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. SEPTEMBER 26, 1995
- ------------------------ -------------------------------------------------------- -------------------
<S> <C> <C>
Ronald T. Schroeder* DIRECTOR, MANAGING DIRECTOR AND CHIEF INVESTMENT OFFICER, 4,111
1984 to Date INSTITUTIONAL OF J. & W. SELIGMAN & CO. INCORPORATED, NEW
(47) 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 VICE PRESIDENT, PFIZER, INC., NEW YORK, NY. Mr. Shafer is 1,089
1980 to Date a Director or Trustee of each of the Seligman Group
(63) investment companies`D' and USLIFE Corporation.

[Photo]
</TABLE>

James N. Whitson EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER AND 1,111
1993 to Date DIRECTOR, SAMMONS ENTERPRISES, INC., DALLAS, TX. Mr.
(60) 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. 3,402
1993 to Date INCORPORATED, NEW YORK, NY. Mr. Zino is a Director or
(43) Trustee and President of each of the Seligman Group
investment companies with the exception of Seligman
[Photo] Quality Municipal Fund, Inc. and Seligman Select
Municipal Fund, Inc.;`D' Chairman of Seligman Data Corp.;
Director of Seligman Quality Municipal Fund, Inc.,
Seligman Select Municipal Fund, Inc., 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.
</TABLE>

`D' The Seligman Group of investment companies consists of the Fund, Seligman
Capital Fund, Inc., Seligman Cash Management 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 Portfolios, Inc., 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.

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Unless otherwise indicated below, Directors have sole voting and investment
power with respect to the shares shown. As of September 26, 1995, all Directors
and officers of the Fund as a group owned beneficially 225,035 shares, or .51%
of the Fund's capital stock.

Dr. Ilchman disclaims beneficial ownership of 2,777 shares held in her
husband's name. Mrs. Michel disclaims beneficial ownership of 40,244 shares held
in trust for her children. Mr. Morris disclaims beneficial ownership of 3,960
shares held in trust for his children. Mr. Shafer disclaims beneficial ownership
of 531 shares held in his wife's name.

As of September 30, 1995, no persons owned 5% or more of the Fund's capital
stock then outstanding.

The Board of Directors met six times during 1994. The standing committees
of the Board include the Board Operations Committee, the Audit Committee and the
Director Nominating Committee. These Committees are comprised solely of
Directors who are not 'interested persons' of the Fund as that term is defined
in the Investment Company Act of 1940, as amended (the '1940 Act'). The duties
of these Committees are described below.

Board Operations Committee. This Committee has authority generally to
direct the operations of the Board, including the nomination of members of other
Board Committees, and the selection of legal counsel for the Fund. The Committee
met four times in 1994. This Committee comprises all Directors who are not
'interested persons' of the Fund.

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 Committee met twice in 1994.
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 you and the other
shareholders and selects and proposes nominees for election by the Board between
shareholder meetings. The Committee will consider suggestions from shareholders
submitted in writing to the Secretary of the Fund. The Committee met twice in
1994. Members of this Committee are Messrs. Pitney (Chairman), Riordan and
Shafer and Dr. Ilchman.

<PAGE>
EXECUTIVE OFFICERS OF THE FUND

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

<TABLE>
<CAPTION>
POSITION WITH FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles C. Smith, Jr. 39 VICE PRESIDENT AND PORTFOLIO MANAGER OF THE FUND since December 1991.
Mr. Smith is also Vice President and Portfolio Manager of Seligman
Income Fund, Inc. and Tri-Continental Corporation; Vice President of
Seligman Portfolios, Inc. and Portfolio Manager of its Seligman Common
Stock Portfolio and Seligman Income Portfolio; and Managing Director of
the Manager (formerly, Senior Vice President, Senior Investment
Officer).
Lawrence P. Vogel 39 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, an Audit Senior Manager, Price Waterhouse and
Senior Vice President, Finance of Seligman Securities, Inc. and J. & W.
Seligman Trust Company.
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 37 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.
</TABLE>

All officers are elected annually by the Board and serve until their
successors are elected and qualify or their earlier resignation. The address of
each of the foregoing officers is 100 Park Avenue, New York, New York 10017.

<PAGE>
REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Fund who are not employees of the Manager or its
affiliates each receive from the Fund retainer fees of $3,571 per year. In
addition, such Directors are paid a total of $1,000 for each day on which they
attend Board and/or Committee meetings, which is paid proportionately by the
Fund and the other 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, 1994 were as follows:

<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM FUND AND
NAME FROM FUND PART OF FUND EXPENSES FUND COMPLEX*
- -------------------------------------- ------------ ---------------------- ------------------
<S> <C> <C> <C>
Alice S. Ilchman $3,911.04 - 0 - $67,000
John E. Merow 3,875.32** - 0 - 66,000**
Betsy S. Michel 3,875.32 - 0 - 66,000
James C. Pitney 3,911.04 - 0 - 67,000
James Q. Riordan 3,875.32 - 0 - 66,000
Robert L. Shafer 3,875.32 - 0 - 66,000
James N. Whitson 3,875.32** - 0 - 66,000**
</TABLE>

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

* There are 16 other investment companies in the Seligman Group.

** Messrs. Merow and Whitson have elected to defer receiving their fees from the
Fund. The total amounts of deferred compensation (including interest) payable
to Messrs. Merow and Whitson as of December 31, 1994 were $69,927 and $7,013,
respectively. Mr. Pitney had deferred receiving his fee and has owing to him
deferred compensation as of December 31, 1994 of $68,834, including interest.
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. General Galvin and Mr.
McPherson became Directors on May 18, 1995.

The affirmative vote of a plurality of the votes cast at the meeting is
required to approve the election of the proposed Directors.

YOUR 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.

<PAGE>
B. RATIFICATION OF SELECTION OF AUDITORS.
(Proposal 2)

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

The Audit Committee of the Board of Directors has recommended, and the
Board of Directors, including a majority of those members who are not
'interested persons' of the Fund (as defined in the 1940 Act), has selected
Deloitte & Touche LLP as auditors of the Fund for 1995. The firm of Deloitte &
Touche LLP has extensive experience in investment company accounting and
auditing. It is expected that a representative of Deloitte & Touche LLP will be
present at the Meeting and will have the opportunity to make a statement and
respond to questions.

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

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
RATIFICATION OF THIS PROPOSAL.

C. APPROVAL OF AMENDMENTS TO THE MANAGEMENT AGREEMENT
TO INCREASE THE MANAGEMENT FEE PAYABLE BY THE FUND.
(Proposal 3)

GENERAL

The Board of Directors of the Fund is proposing for shareholder approval
amendments to the Management Agreement between the Fund and the Manager, the
effect of which would be to increase the management fee payable by the Fund to
the Manager. Shareholders are also being asked to approve the Management
Agreement as so amended. The factors considered by the Board of Directors in
determining the reasonableness and fairness of the proposed management fee
increase are described below under 'Factors Considered by the Board of
Directors'. A copy of the Management Agreement reflecting the proposed
amendments is set forth as Exhibit A to this Proxy Statement.

The Manager manages the Fund under a Management Agreement dated December
29, 1988 as amended April 10, 1991 (the 'Management Agreement'). The Manager
serves as manager for 16 other investment companies which, together with the
Fund, comprise the Seligman Group. The

<PAGE>

16 other companies are Seligman Capital Fund, Inc., Seligman Cash Management
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 Portfolios, Inc., 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. A table
setting forth the net assets of other investment companies managed by the
Manager which have investment objectives similar to the Fund, and the management
fee rate paid by such companies, is attached as Exhibit B to this Proxy
Statement. The aggregate net asset value of the Seligman Group was approximately
$11 billion at September 30, 1995. The Manager also provides investment
management or advice to institutional accounts having a September 30, 1995 value
of approximately $3.5 billion.

The management fee payable by the Fund has not been changed by the Fund
since 1991, when an increase in the management fee rate payable under the
Management Agreement and a change in the Fee Base (as defined below) was
approved by shareholders. The Management Agreement was last submitted to a vote
of the shareholders on April 10, 1991 in connection with this change.
Continuance of the Management Agreement in its present form has been approved by
the Board of Directors each year since 1991, most recently on November 17, 1994.
On May 19, 1994, shareholders of the Fund approved a Subadvisory Agreement
between the Manager and Seligman Henderson Co. (the 'Subadviser'), a joint
venture between the Manager and Henderson International, Inc. Fees under the
Subadvisory Agreement are paid by the Manager to the Subadviser and do not
affect the fees payable by the Fund under the Management Agreement. The fees
payable under the Subadvisory Agreement are also proposed to be increased (see
Proposal 4 in this Proxy Statement).

The Manager's proposal to increase the management fee as set forth in the
proposed amendments was considered at meetings of the Board of Directors, at
which a majority of the Directors who are not 'interested persons' (as defined
in the 1940 Act) of the Fund or the Manager was present, held on July 20 and
September 21, 1995, and at meetings of a subcommittee of Directors who are not
interested persons on August 29 and September 15, 1995 and at a meeting of the
Board Operations Committee of the Fund held on September 21, 1995. Such
consideration was based upon financial, statistical and other information
supplied to the Directors by the Manager. On September 21, 1995, the Directors
unanimously concluded that the proposed amendments to the Management Agreement
were fair and reasonable and justified by business considerations and determined
to submit the Management Agreement as amended to shareholders for their
approval.

<PAGE>
TERMS OF THE MANAGEMENT AGREEMENT

Under the Management Agreement, the Manager, at its expense and subject to
the control of the Board of Directors and in accordance with the objectives,
policies and principles of the Fund set forth in the Fund's Prospectus, manages
the affairs of the Fund. In this regard, it is the responsibility of the Manager
to continuously provide the Fund with investment management, including
investment research, advice and supervision, determine which securities shall be
purchased or sold by the Fund, make purchases and sales of securities on behalf
of the Fund and determine how any rights of the Fund shall be exercised. As part
of these services, the Manager provides the Fund with such office space together
with bookkeeping, accounting, internal legal, clerical and administrative
services and such executive and other personnel as are necessary for the
operations of the Fund. The Manager also manages the affairs of Seligman Data
Corp. ('Seligman Data'), which performs, at cost, certain recordkeeping
functions for the Fund, maintains the records of shareholder investment accounts
and furnishes data processing, dividend paying, transfer agency, redemption and
related services. During 1994 and during the nine months ended September 30,
1995, the Fund paid Seligman Data $837,197 and $665,717, respectively, for
services rendered. The Manager also pays the compensation of Directors of the
Fund who are employees of, or consultants to, the Manager and of the president
of Seligman Data.

The Fund is responsible for payment of all its expenses other than those
assumed by the Manager. Fund expenses generally consist of direct charges
relating to the purchase and sale of portfolio securities, interest charges,
fees and expenses of independent attorneys and auditors, taxes and governmental
fees, cost of stock certificates and any other expenses (including clerical
expenses) of issue, sale, repurchase or redemption of shares, expenses of
registering and qualifying shares for sale, expenses of printing and
distributing reports, notices and proxy materials to shareholders, expenses of
corporate data processing and related services, shareholder recordkeeping and
shareholder account service, expenses of printing and filing reports and other
documents filed with governmental agencies, expenses of printing and
distributing prospectuses, expenses of annual and special shareholders'
meetings, fees and disbursements of transfer agents and custodians, expenses of
disbursing dividends and distributions, fees and expenses of Directors of the
Fund who are not employees of the Manager or its affiliates, membership dues in
the Investment Company Institute, insurance premiums and extraordinary expenses
such as litigation expenses. The Management Agreement does not contain any
expense limitation provision although the Manager will reimburse its management
fee to the Fund to the extent required by state securities laws and regulations.

The Management Agreement will continue in effect until December 29, 1995
and from year to year thereafter if such continuance is approved in the manner
required by the 1940 Act, and if

<PAGE>
the Manager shall not have notified the Fund at least 60 days prior to an
anniversary date that it does not desire such continuance. The Management
Agreement may be terminated by the Fund, without penalty, on 60 days' written
notice to the Manager and will terminate automatically in the event of its
assignment.

PROPOSED FEE INCREASE

The Current Fee. The Management Agreement currently provides for a fee,
computed daily and paid monthly, equal to a percentage of the average daily net
assets of the Fund. This percentage, referred to as the management fee rate, is
determined by reference to the aggregate net assets (based upon daily
valuations) of all investment companies managed by the Manager, referred to as
the 'Fee Base'. The Annual Fee Amount (expressed in dollars), calculated as
shown in the following table, is divided by the Fee Base to obtain the
management fee rate.

<TABLE>
<CAPTION>
ANNUAL
FEE BASE FEE AMOUNT
- -------- ----------

<S> <C>
Total investment company net assets:
First $4 billion at................................................................ .50%
Next $2 billion at................................................................. .48%
Next $2 billion at................................................................. .46%
Thereafter......................................................................... .44%
</TABLE>

In 1994, the management fee amounted to $2,676,075, which was equivalent to
an annual rate of .49% of the Fund's average daily net assets. For the nine
months ended September 30, 1995, the management fee amounted to $2,120,239,
which was equivalent to an annual rate of .48% of the Fund's average daily net
assets.

The Proposed Fee. Under the proposed amendments to the Management
Agreement, the management fee rate would no longer be determined by a formula
based on the Fee Base. Instead, it would be determined by a formula based solely
on the assets of the Fund, with provision for a reduction of the management fee
rate as the assets of the Fund grow. The management fee would continue to be
computed daily and paid monthly. The following table sets forth the proposed
revised schedule of management fee rate percentages.

<TABLE>
<CAPTION>
ANNUAL
NET ASSETS OF FUND FEE RATE
- ------------------ ----------

<S> <C>
First $1 billion at................................................................ .65%
Next $1 billion at................................................................. .60%
Thereafter......................................................................... .55%
</TABLE>

<PAGE>
If the proposed amendments to the management fee had been in effect
throughout 1994, the management fee for that year would have amounted to
$3,546,751, which would have been equivalent to an annual rate of .65% of the
Fund's average daily net assets. This would have represented an increase of 33%
over the actual management fee of $2,676,075. For the nine months ended
September 30, 1995, the management fee would have amounted to $2,857,697, which
would have been equivalent to an annual rate of .65% of the Fund's average daily
net assets. This would have represented an increase of 35% over the actual
management fee of $2,120,239 for that period.

The following table shows, for the Fund's fiscal year ended December 31,
1994, (a) the actual operating expenses for each class of the Fund's shares as a
percentage of average net assets and (b) the pro forma operating expenses
assuming the proposed amendments to the Management Agreement had been in effect
throughout the year.

<TABLE>
<CAPTION>
CLASS A SHARES CLASS D SHARES
-------------------- --------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA
------ --------- ------ ---------
<S> <C> <C> <C> <C>
Management and Subadvisory Fee............ .49% .65% .49% .65%
12b-1 Fees................................ .24 .24 1.00 1.00
Other Expenses............................ .22 .22 .47 .47
------ --------- ------ ---------
Total Fund Operating Expenses............. .95% 1.11% 1.96% 2.12%
------ --------- ------ ---------
------ --------- ------ ---------
</TABLE>

EXAMPLE: The following illustrates the expenses on a $1,000 investment
under the existing and proposed fees and the expenses stated above, assuming (1)
a 5% annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares:
Existing Fee......................... $57 $76 $ 98 $159
Proposed Fee......................... 58 81 106 176
Class D Shares:
Existing Fee......................... 30* 62 106 229
Proposed Fee......................... 32* 66 114 245
</TABLE>

- ---------------
* Assuming (i) a 5% annual return and (ii) no redemption at the end of one year,
the expenses on a $1,000 investment would be $20 with respect to the existing
fee and $22 with respect to the proposed fee.

The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of the Fund.
THE EXAMPLE ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OF THE FUND. ACTUAL EXPENSES MAY VARY FROM YEAR TO YEAR AND MAY BE
HIGHER OR LOWER THAN THOSE SHOWN ABOVE.

<PAGE>
FACTORS CONSIDERED BY THE BOARD OF DIRECTORS

The Board of Directors has considered various matters in determining the
reasonableness and fairness of the proposed increase in the management fee
payable by the Fund. The Fund's legal counsel advised the Board of Directors on
the nature of the matters to be considered and the standards to be used by the
Board of Directors in reaching its decision.

In reaching its decision, the Board of Directors examined and weighed many
factors, including: (1) the nature and quality of the services rendered and the
results achieved by the Manager in the areas of investment management (including
investment performance comparisons with other mutual funds and certain indices)
and administrative services; (2) changes in the mutual fund industry that have
affected the Fund; (3) the payments received by the Manager and its affiliates
from all sources involving both the Fund and the other investment companies in
the Seligman Group; (4) extensive financial, personnel and structural
information as to the Manager's organization, including the costs borne by, and
profitability of, the Manager and its affiliates in providing service of all
types to the Fund and to the other investment companies in the Seligman Group;
(5) the organizational capabilities and financial condition of the Manager; (6)
an analysis of the proposed fee rate changes; (7) information concerning the
Fund's expense ratio on both an existing and pro forma basis; (8) information as
to the management fees paid by the other Seligman Group investment companies;
(9) the portfolio allocation policies and practices of the Fund and its
historical portfolio turnover rates; (10) competitive industry fee structures
and expense ratios including, specifically, the relationship of the proposed
management fee rates to those typically paid by similar funds; (11) a comparison
of the overall profitability of the Manager to the profitability of certain
other investment advisers; and (12) the fall-out benefits which the Manager and
its affiliates receive from the Manager's relationship to the Fund.

Certain of the factors addressed by the Board in reaching its determination
are discussed in more detail below.

Portfolio Performance. The Board of Directors considered the performance
of the Fund as compared to the performance of other funds with comparable
objectives and as compared to securities indices. The nature and quality of the
investment advice rendered by the Manager as well as the backgrounds of the
portfolio managers and other executive personnel of the Manager were also
considered by Directors. The Board took into account the investment results of
the Fund during the first six months of 1995, in 1994 and in recent years. The
Board noted that organizational and operational changes designed to improve
investment results had been made in recent times and had been previously
reported by the Manager to the Board.

<PAGE>
The Fund's average annual total return performance in comparison with the
annualized total return performances of the Lipper Growth and Income Fund
Average ('Lipper') and the Standard & Poor's 500 Composite Stock Price Index
('S&P 500') is set forth below:

<TABLE>
<CAPTION>
10 YEARS 5 YEARS 1 YEAR
ENDED 6/30/95 ENDED 6/30/95 ENDED 6/30/95
------------- ------------- -------------

<S> <C> <C> <C>
Lipper Growth and Income Fund Average................... 12.60% 11.20% 19.74%
Standard & Poor's 500 Index............................. 14.63 12.09 26.07
Seligman Common Stock Fund, Inc. -- Class A............. 13.35 11.53 19.20
-- Class D............. -- 9.82* 18.02
</TABLE>

- ---------------
Source: Lipper -- Mutual Fund Performance Services Inc.
* From commencement of operations on May 3, 1993 to June 30, 1995.

The S&P 500 index is unmanaged and assumes reinvestment of estimated
dividends and does not reflect fees and expenses. Investors may not invest
directly in an index. The Lipper average and the Fund's performance assume
reinvestment of capital gains and dividends and do not reflect the deduction of
sales charges.

Changes in the Mutual Fund Industry. The Board of Directors considered the
effect of changes in the mutual fund industry since the last management fee
increase in 1991. Among these, the Directors considered the increasing
globalization of investment, and the fact that investment advisory costs are
generally higher for non-U.S. securities. (As discussed in Proposal 4 below, the
fees payable by the Manager to the Subadviser are also proposed to be
increased.) At September 30, 1995, 10% of the Fund's assets consisted of
securities of non-U.S. issuers. The Directors also considered the increased
competitiveness in the mutual fund industry that has resulted from the growth in
the total assets under management and in the number of funds offered. They
evaluated the extent to which this has created an expectation that
broker-distributed mutual funds will offer multiple classes of shares and a need
for enhanced marketing efforts by the Manager, the increased expense incurred by
the Manager and its affiliates (primarily the Fund's distributor, Seligman
Financial Services, Inc.) in connection with such enhanced marketing efforts,
and their effectiveness. The Manager advised the Directors that overall
marketing expenditures for 1995 would be more than double total expenditures in
1990. The Directors considered these factors in assessing the current
competitive environment in the mutual fund industry. However, in evaluating the
fee increase proposal, the Directors specifically excluded from consideration
the Manager's marketing expenditures and their effect on the Manager's
profitability.

Actual and Pro Forma Management Fees and Expenses. The Board of Directors
considered the effect of the proposed management fee increase on the Fund's fee
rates and annual expense

<PAGE>
ratios (which include the management fee and all other operating expenses
incurred by the Fund). The table set forth above under 'Proposed Fee
Increase -- The Proposed Fee' provides comparative data for the year ended
December 31, 1994, assuming that the proposed fee increase had been in effect
throughout the year.

Costs of Providing Service and Profitability. The Directors reviewed
information concerning profitability of the Manager's investment advisory and
investment company activities and its financial condition based on results from
1990 through 1994 and estimates for the first six months of 1995. The
information considered by the Board of Directors included operating profit
margin information for the Manager's investment company business alone (i.e.,
excluding results of its affiliates) and on a consolidated basis both before and
after the Manager's net expenditures for marketing. The Board of Directors also
reviewed profitability data for 1993 and 1994 and estimated profitability data
for 1995 for each of the Seligman Group investment companies on a fund-by-fund
basis. In addition, such data were reviewed on a pro forma basis assuming that
the proposed management fee increase had been in effect throughout 1995. In
assessing this information, the Board considered the fact that the size of the
Fund results in certain economies of scale to the Manager. The Board recognized
that the growth of assets under management by the Manager (particularly in 1995)
would have positive effects on the Manager's profitability even without the
proposed fee increase (and those being sought in respect of certain other
Seligman Group companies); however, the Board also considered the fact that the
proposed fee increases would enhance the Manager's ability to attract and retain
highly qualified investment and administrative professionals in a competitive
investment management environment, and thus address the expectations of the
Board of Directors regarding the performance of the Fund that only such
professionals can satisfy. The Board of Directors also recognized that creating
vertically integrated investment teams within the Manager with responsibility
for specific investment management expertise and strategies (such as growth and
small capitalization common stocks, and taxable and municipal fixed income
securities) will establish a structural underpinning for the services being
provided to the Fund that is likely to increase the costs to the Manager of
providing those services.

Certain assumptions and methods of allocation utilized by the Manager in
preparing fund-by-fund data were reviewed by the Board of Directors. While the
Manager believes that the methods of allocation used were reasonable, there are
limitations inherent in allocating costs to multiple individual advisory
products served by an organization such as the Manager's where each of the
advisory products draws on, and benefits from, the pooled research of the
organization.

<PAGE>
The Board of Directors was also provided with consolidated financial data
concerning the Manager's revenues and expenses as a whole for 1993 and 1994 and,
on an estimated basis, for 1995.

Comparisons with Other Funds. The Directors considered the management fees
paid by other funds with similar investment objectives having net assets of
between $250 million and $1 billion. In addition to comparing the proposed
management fees, the Directors also considered the comparability of operating
expense ratios with the ratios of these other investment companies.
Notwithstanding that under the proposal the Fund's management fee and operating
expense ratios would increase, the Board of Directors believes that the
management fee and expense ratios would remain comparable to industry norms.
Based upon the data reported in Lipper Directors' Analytical Data -- First
Edition 1995, the Fund's management fee rate of .49% in 1994 was the tenth
lowest among 49 investment companies with a similar investment objective and
assets between $250 million and $1 billion, and on a pro forma basis giving
effect to the proposed management fee increase, its ratio of management fee to
average net assets of .65% would have been in the middle third of such
investment companies. Based upon the same data, the Fund's ratios of operating
expenses to average net assets for Class A and Class D were .95% and 1.96%,
respectively, for 1994. After giving effect to the proposed management fee
increase, the ratios of operating expenses to average daily net assets for Class
A and Class D would have been 1.11% and 2.12%, respectively.

Non-Advisory Services Provided to the Fund. The Directors reviewed the
general nature of the non-investment advisory services performed by the Manager.
In addition to reviewing such services, the Directors considered the
organizational structure employed by the Manager to provide those services. The
services provided to the Fund by Seligman Data were also considered.

Fall-Out Benefits. The Directors considered the services provided to the
Fund and its shareholders by Seligman Services, Inc. ('Seligman Services'), an
affiliate of the Manager, and the 12b-1 fees the Fund pays to Seligman Services
in respect of shares of the Fund held in accounts for which there would not
otherwise be a broker of record.

The affirmative vote of a majority of the outstanding voting securities of
the Fund is required for the adoption of this proposal. Under the 1940 Act, a
'vote of a majority of the outstanding voting securities' of the Fund means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund or (2) 67% or more of the shares present at a shareholders' meeting if
more than 50% of the outstanding shares are represented at the meeting in person
or by proxy.

<PAGE>
If approved by shareholders at the Meeting, the proposed amendments to the
Management Agreement and the Management Agreement as so amended will become
effective on January 1, 1996. The Management Agreement, if approved as amended,
will continue in effect until December 31, 1996, and from year to year
thereafter if such continuance is approved in the manner required by the 1940
Act, and if the Manager shall not have notified the Fund at least 60 days prior
to an anniversary date that it does not desire such continuance. If the
amendments are not approved by shareholders, the Management Agreement will
continue in effect in its present form, subject to the continuation and
termination provisions referred to above.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE IN FAVOR OF THIS PROPOSAL.

ADDITIONAL INFORMATION CONCERNING THE MANAGER

Set forth below is information concerning the principal executive officer
and the Directors of the Manager:

NAME PRINCIPAL OCCUPATION POSITION WITH THE FUND
- ---- -------------------- ----------------------
<S> <C> <C>
William C. Morris Chairman of the Board Chairman of the Board and
and President of the Manager Chief Executive Officer
Fred E. Brown Director of, and Consultant Director
to, the Manager
Michael J. Del Priore Director and Managing None
Director of the Manager
William H. Hazen Director and Managing None
Director of the Manager
Thomas G. Moles Director and Managing None
Director of the Manager
Ronald T. Schroeder Director, Managing Director
Director and Chief
Investment Officer,
Institutional of the Manager
David F. Stein Director and Managing None
Director of the Manager
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION POSITION WITH THE FUND
- ---- -------------------- ----------------------
<S> <C> <C>
David Watts Director and Managing None
Director of the Manager
Brian T. Zino Director and Managing Director and President
Director of the Manager
</TABLE>

The address of each of the foregoing is 100 Park Avenue, New York, New York
10017.

Other information with respect to the executive officers and Directors of
the Fund is set forth under Proposal 1.

William C. Morris owns a majority of the outstanding voting securities of
the Manager. Accordingly, under the applicable provisions of the 1940 Act, Mr.
Morris is a 'control person' of the Manager. In addition, Ronald T. Schroeder
and Brian T. Zino each own 10% or more of the outstanding voting securities 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.

During the year ended December 31, 1994, no commissions were paid by the
Fund to any broker affiliated with the Manager.

D. APPROVAL OF AMENDMENTS TO THE SUBADVISORY AGREEMENT
TO INCREASE THE SUBADVISORY FEE PAYABLE BY THE MANAGER.

(Proposal 4)

GENERAL

The Board of Directors of the Fund is proposing for shareholder approval
amendments to the Subadvisory Agreement, date June 1, 1994 (the 'Subadvisory
Agreement'), between the Manager and Seligman Henderson Co. (the 'Subadviser'),
a joint venture between the Manager and Henderson International Inc., the effect
of which would be to increase the subadvisory fee payable by the Manager to the
Subadviser. Fees under the Subadvisory Agreement are paid directly by the
Manager from its management fee and do not effect the fees paid by the Fund.
Shareholders are also being asked to approve the Subadvisory Agreement as so
amended. In addition to the requirement of shareholder approval, the adoption of
the amendments to the Subadvisory Agreement is conditioned upon shareholder
approval of the amendments to the Management Agreement as set forth in Proposal
3. If the amendments to the Management Agreement are not

<PAGE>
approved by shareholders, the Subadvisory Agreement will continue in effect in
its present form. The factors considered by the Board of Directors in
determining the reasonableness and fairness of the proposed subadvisory fee
increase are described below under 'Factors Considered by the Board of
Directors.' A copy of the Subadvisory Agreement reflecting the proposed
amendments is set forth as Exhibit C to this Proxy Statement.

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

The Subadviser may manage a portion of the Fund's assets under the
Subadvisory Agreement. The Subadviser currently serves as subadviser to several
other investment companies. A table setting forth the net assets of those
investment companies for which the Subadviser currently serves as subadviser,
and which have investment objectives similar to the Fund, and the subadvisory
fee rate paid by such companies, is attached as Exhibit D to this Proxy
Statement. The aggregate net assets managed by the Subadviser were approximately
$1.9 billion at September 30, 1995, including $52.3 million of the Fund's net
assets.

The Subadvisory Agreement was approved by the Board of Directors of the
Fund on January 20, 1994 and by the shareholders of the Fund on May 19, 1994 and
has not subsequently been submitted to a vote of the shareholders. Fees under
the Subadvisory Agreement are paid by the Manager to the Subadviser and do not
affect the fees payable by the Fund under the Management Agreement. The fee rate
payable under the Management Agreement is proposed to be increased (see Proposal
3 in this Proxy Statement), and the fee rate under the Subadvisory Agreement is
proposed to be increased correspondingly.

The Manager's proposal to increase the subadvisory fee as set forth in the
proposed amendments was considered at meetings of the Board of Directors, at
which a majority of the Directors who are not 'interested persons' (as defined
in the 1940 Act) of the Fund or the Subadviser was present, held on July 20 and
September 21, 1995, and at meetings of a subcommittee of Directors who are not
interested persons on August 29 and September 15, 1995 and at a meeting of the
Board Operations Committee of the Fund held on September 21, 1995. Such
consideration was based upon financial, statistical and other information
supplied to the

<PAGE>
Directors by the Manager and the Subadviser. On September 21, 1995, the
Directors unanimously concluded that the proposed amendments to the Subadvisory
Agreement are fair and reasonable and justified by business considerations and
determined to submit the Subadvisory Agreement as amended to shareholders for
their approval.

TERMS OF THE SUBADVISORY AGREEMENT

Under the Subadvisory Agreement, the Subadviser, at its expense and subject
to the control of the Board of Directors and in accordance with the objectives,
policies and principles of the Fund set forth in the Fund's Prospectus, provides
the Fund with investment management services, including investment research,
advice and supervision, with respect to certain assets of the Fund designated by
the Manager (the 'Qualifying Assets'). With respect to the Qualifying Assets,
the Subadviser will determine which securities shall be purchased or sold by the
Fund, make purchases and sales of securities on behalf of the Fund and determine
how any rights of the Fund shall be exercised. Currently, the Fund has a
non-fundamental policy under which it may invest up to 10% of its total assets
in foreign securities. Qualifying Assets comprise all or a part of these
securities. American Depositary Receipts are not considered foreign securities
for purpose of the Fund's investment policy, but may be designated as Qualifying
Assets. The Subadviser does not perform any non-advisory services under the
Subadvisory Agreement.

The Subadvisory Agreement will continue in effect until December 31, 1995
and from year to year thereafter if such continuance is approved in the manner
required by the 1940 Act, and if the Subadviser shall not have notified the
Manager at least 60 days prior to an anniversary date that it does not desire
such continuance. The Subadvisory Agreement may be terminated by the Fund,
without penalty, on 60 days' written notice to the Subadviser and will terminate
automatically in the event of its assignment or upon termination of the
Management Agreement.

PROPOSED FEE INCREASE

The Current Fee. The Subadvisory Agreement currently provides for a fee,
computed and paid monthly, equal to a percentage of the average monthly Net
Qualifying Assets of the Fund. The term 'Net Qualifying Assets' means the
Qualifying Assets less related liabilities as designated by the Manager. This
percentage, referred to as the subadvisory fee rate, is determined by reference
to the Fee Base (as defined above). The Fee Amount (expressed in dollars),
calculated as shown in the following table, is divided by the Fee Base to obtain
the subadvisory fee rate.

<PAGE>

<TABLE>
<CAPTION>
ANNUAL
FEE BASE FEE AMOUNT
- -------- ----------

<S> <C>
Total investment company net assets:
First $4 billion at................................................................. .50%
Next $2 billion at.................................................................. .48%
Next $2 billion at.................................................................. .46%
Thereafter.......................................................................... .44%
</TABLE>

For the period from June 1, 1994 (when the Subadvisory Agreement took
effect) to December 31, 1994, the subadvisory fee amounted to $146,005, which
was equivalent to an annualized rate of .49% of the Fund's average monthly Net
Qualifying Assets. For the nine months ended September 30, 1995, the subadvisory
fee amounted to $182,204, which was equivalent to an annualized rate of .48% of
the Fund's average monthly Net Qualifying Assets. Qualifying Assets constituted
8.4% of the Fund's portfolio at December 31, 1994 and 7.8% at September 30,
1995.

The Proposed Fee. Under the proposed amendments to the Subadvisory
Agreement, the subadvisory fee rate would no longer be determined by a formula
based on the Fee Base. Instead, it would be determined by a formula based solely
on the assets of the Fund, with provision for a reduction of the subadvisory fee
rate as the assets of the Fund grow. The subadvisory fee would continue to be
computed and paid monthly. The following table sets forth the proposed revised
schedule of subadvisory fee rate percentages. The rate so determined would be
applied to the Qualifying Assets.

<TABLE>
<CAPTION>
ANNUAL
NET ASSETS OF FUND FEE RATE
- ------------------ --------

<S> <C>
First $1 billion at.................................................................... .65%
Next $1 billion at..................................................................... .60%
Thereafter............................................................................. .55%
</TABLE>

If the proposed amendments to the subadvisory fee had been in effect from
June 1, 1994 to December 31, 1994, the subadvisory fee for that period would
have amounted to $193,509, which would have been equivalent to an annual rate of
.65% of the Fund's average monthly Net Qualifying Assets. This would have
represented an increase of 33% over the actual subadvisory fee of $146,005. For
the nine months ended September 30, 1995, the subadvisory fee would have
amounted to $241,485, which would have been equivalent to an annual rate of .65%
of the Fund's average monthly Net Qualifying Assets. This would have represented
an increase of 33% over the actual subadvisory fee of $182,204 for that period.

As noted above, approval of the proposed increase in the subadvisory fee
would not affect the total management fee payable by the Fund or the Fund's
total expenses. Information with respect

<PAGE>
to the effect on the Fund's total expenses of the proposed increase in the
management fee is provided in Proposal 3 above.

FACTORS CONSIDERED BY THE BOARD OF DIRECTORS

The Board of Directors has considered various matters in determining the
reasonableness and fairness of the proposed increase in the subadvisory fee rate
payable by the Manager to the Subadviser with respect to the Fund. The Fund's
legal counsel advised the Board of Directors on the nature of the matters to be
considered and the standards to be used by the Board of Directors in reaching
its decision.

In reaching its decision, the Board of Directors examined and weighed many
factors, including: (1) the nature and quality of the services rendered and the
results achieved by the Subadviser in the areas of investment management
(including investment performance comparisons with other mutual funds and
certain indices); (2) recent changes in the mutual fund industry that have
affected the Fund, particularly the increasingly global investment focus; (3)
the payments received by the Subadviser and its affiliates from all sources
involving both the Fund and the other investment companies in the Seligman
Group; (4) extensive financial, personnel and structural information as to the
Subadviser's organization, including the costs borne by, and profitability of,
the Subadviser and its affiliates in providing service of all types to the Fund
and to the other investment companies in the Seligman Group; (5) the
organizational capabilities and financial condition of the Subadviser; (6) an
analysis of the proposed fee rate changes; (7) the relationship between the
Manager and the Subadviser; (8) information as to the subadvisory fees paid by
the other Seligman Group investment companies; (9) the portfolio allocation
policies and practices of the Fund and its historical portfolio turnover rates;
(10) competitive industry fee structures and expense ratios including,
specifically, the relationship of the proposed subadvisory fee rates to those
typically paid by similar funds; (11) the overall profitability of the
Subadviser; and (12) the fall-out benefits which the Subadviser and its
affiliates receive from the Subadviser's relationship to the Fund.

Certain of the factors addressed by the Board in reaching its determination
are discussed in more detail below.

Portfolio Performance. The Directors considered the performance of the
Fund (including the Qualifying Assets) as compared to the performance of other
funds with comparable objectives and as compared to securities indices. The
nature and quality of the investment advice rendered by the Subadviser as well
as the backgrounds of personnel of the Subadviser were also considered

<PAGE>
by Directors. The Board took into account the investment results of the Fund
during the first six months of 1995, in 1994 and in recent years.

The Fund's cumulative total return performance in comparison with the total
return performances of the Lipper Growth and Income Fund Average and the S&P 500
is set forth in Proposal 3 above.

Arrangement between the Manager and the Subadviser. The Subadviser was
initially engaged by the Manager, with the approval of the Directors and the
shareholders, in 1994. The business understanding, as reflected in the
Subadvisory Agreement, was that the Manager would pay to the Subadviser the
entire management fee in respect of assets managed by the Subadviser. The
current proposal would continue this arrangement by increasing the subadvisory
fee in proportion to the proposed increase in the management fee. The Directors
found that this appeared to continue to be a reasonable business arrangement
and, since the subadvisory fee is paid entirely by the Manager, that it would be
in no way detrimental to the Fund.

Changes in the Mutual Fund Industry. The Board of Directors considered the
effect of changes in the mutual fund industry in recent years, particularly the
increasing globalization of investment, and the fact that investment advisory
costs are generally higher for non-U.S. securities.

Costs of Providing Service and Profitability. The Directors reviewed
information concerning profitability of the Subadviser's investment advisory and
investment company activities and its financial condition based on results from
1992, 1993 and 1994 and estimates for 1995. The information considered by the
Board of Directors included operating profit margin information for the
Subadviser's investment company business. The Board of Directors also reviewed
profitability data for 1994 and estimated profitability data for 1995 for each
of the Seligman Group investment companies for which the Subadviser has provided
investment advice on a fund-by-fund basis. In addition, such estimated data for
1995 were reviewed on a pro forma basis assuming that the proposed management
fee increase had been in effect throughout 1995. Certain assumptions and methods
of allocation utilized by the Subadviser in preparing fund-by-fund data were
reviewed by the Board of Directors. While the Manager and the Subadviser believe
that the methods of allocation used were reasonable, there are limitations
inherent in allocating costs to multiple individual advisory products served by
an organization such as the Subadviser's where each of the advisory products
draws on, and benefits from, the pooled research of the organization. Moreover,
in light of the size of the Subadviser and the current number and value of
accounts under its management, the Directors recognized that many of the
Subadviser's expenses are absorbed directly by the partners that own the
Subadviser, including the Manager. With respect to the Manager, these expenses
are reflected in the Manager's profitability data. Thus, the

<PAGE>
Directors determined that the profitability of the Subadviser should be given
relatively less significance in evaluating the proposed fee increase.

The affirmative 'vote of a majority of the outstanding voting securities'
of the Fund, as defined in Proposal 3, is required for adoption of this
proposal.

The proposed amendments to the Subadvisory Agreement will be adopted if (i)
the amendments to the Subadvisory Agreement and the Subadvisory Agreement as
amended are approved by the shareholders at the meeting and (ii) the amendments
to the Management Agreement and the Management Agreement as so amended, as set
forth in Proposal 3, are approved. If so adopted, such amendments will be
effective on January 1, 1996. The Subadvisory Agreement, if approved as amended,
will continue in effect until December 31, 1996, and from year to year
thereafter if such continuance is approved in the manner required by the 1940
Act, and if the Subadviser shall not have notified the Manager at least 60 days
prior to an anniversary date that it does not desire such continuance. If the
amendments are not adopted, the Subadvisory Agreement will continue in effect in
its present form, subject to the continuation and termination provisions
referred to above.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE IN FAVOR OF THIS PROPOSAL.

ADDITIONAL INFORMATION CONCERNING THE SUBADVISER

The principal executive officer of the Subadviser is Rodney G.D. Smith. The
Subadviser is governed by a Management Committee comprised of the following
individuals:

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- ---- --------------------
<S> <C>
Iain C. Clark Chief Investment Officer of the Subadviser and Chief of International
Investment of Henderson International Limited
Michael J. Del Priore Director and Managing Director of the Manager
Jeremy J.C. Edwards Director of Henderson Administration Group plc
Mark J. Lund Managing Director of Henderson International Limited
Ronald T. Schroeder Director, Managing Director and Chief Investment Officer,
Institutional of the Manager
Rodney G.D. Smith Chief Executive Officer of the Subadviser
David F. Stein Director and Managing Director of the Manager
</TABLE>

<PAGE>
The address of Messrs. Clark, Edwards and Lund is 3 Finsbury Avenue, London
EC2M 2PA, England. The address of Messrs. Del Priore, Schroeder, Smith and Stein
is 100 Park Avenue, New York, New York 10017.

Additionally, Brian T. Zino, Director and President of the Fund, is Senior
Vice President of the Subadviser; Lawrence P. Vogel, Vice President of the Fund,
is Treasurer of the Subadviser; and Frank J. Nasta, Secretary of the Fund, is
Secretary of the Subadviser.

During the year ended December 31, 1994, no commissions were paid by the
Fund to any broker affiliated with the Subadviser.

E. APPROVAL OF AMENDMENT OF THE FUNDAMENTAL
INVESTMENT POLICY REGARDING BORROWING.

(Proposal 5)

The Fund's fundamental investment policies provide that the Fund may not
borrow money, except for temporary purposes in an amount not to exceed 5% of the
value of the Fund's total assets. The Fund proposes to amend this policy so that
it may borrow up to 15% of the value of its total assets for temporary or
emergency purposes. The purpose of the change is to permit the Fund to borrow
money, rather than be forced to sell its portfolio holdings, in order to meet
substantial redemption requests. Such requests may occur during periods of
volatile market conditions when the Fund might find it disadvantageous to sell
its portfolio holdings. Sales of securities at unfavorable prices may reduce the
net asset value of the Fund's shares, thus adversely affecting all shareholders,
including those who do not redeem any of their shares.

By borrowing to meet redemption requests instead of selling portfolio
holdings, the Fund may be able to delay selling its holdings until prices are at
more favorable levels. If additional shares of the Fund are sold, the Fund may
be able to use those proceeds to pay down its borrowings, thus avoiding sales
and repurchases of portfolio securities, which could force the recognition of
capital gains. The Fund must of course pay interest on its borrowings and the
Manager will be responsible in any particular situation for determining whether
borrowing or selling portfolio securities is in the best interests of the Fund.
The broadening of the policy to permit borrowings in emergencies (as well as for
temporary purposes) is intended to recognize that adverse market conditions may
continue for relatively long periods that might not ordinarily be characterized
as 'temporary.'

Although the Fund has no current plans to do so, it may in the future seek
to obtain a committed line of credit from a bank or other financial institution
to ensure that it will be able to borrow when circumstances require and the
investment policy permits it.

<PAGE>
At a meeting held on September 21, 1995, the Board of Directors determined
that increasing the Fund's borrowing limit in this manner would be in the best
interests of the Fund. Therefore, the Directors approved and recommended,
subject to shareholder approval, that the fundamental investment policy
regarding borrowing be amended as set forth below. Language to be deleted is in
[brackets] and language to be added is underlined.
----------

. . . The Fund may not . . .

Borrow money, except for temporary or emergency purposes in an amount
------------
not to exceed 15% [5%] of the value of its total assets.
---

The affirmative 'vote of a majority of the outstanding voting securities'
of the Fund, as defined in Proposal 3, is required for adoption of this
proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
APPROVAL OF THIS PROPOSAL.

F. APPROVAL OF AMENDMENT OF THE FUNDAMENTAL INVESTMENT
POLICY REGARDING MORTGAGING OR PLEDGING OF ASSETS.

(Proposal 6)

The Fund's fundamental investment policies provide that the Fund may not
mortgage or pledge any of its assets, except to secure permitted borrowings up
to 5% of the value of its total assets and except to enter into escrow
arrangements in connection with the sales of permitted call options. As
discussed under Proposal 5, the Fund is recommending that shareholders approve a
proposal to increase the amount that the Fund may borrow to 15% of the value of
its total assets. In some circumstances, the Fund may be able to borrow only, or
on more favorable terms, on a secured basis and this investment policy is
intended to permit such secured borrowings.

The Manager has informed the Fund that, if the Fund's assets are used to
collateralize a loan, there may not be a direct correlation between the amount
of the loan and the value of the assets provided as collateral. This is because
the Fund's borrowing limit is determined as a percentage of the current value of
its total assets, whereas a financial institution may require collateral with a
value in excess of the amount to be loaned and may value pledged assets on the
basis of either historical cost or current market value. For these reasons, it
is proposed that, rather than specify a percentage limit on mortgages and
pledges of assets, the Fund be permitted to mortgage or pledge its assets to the
extent necessary to secure permitted borrowings. The policy with respect to
escrow arrangements for permitted call options is not proposed to be changed.

<PAGE>
At a meeting held on September 21, 1995, the Board of Directors determined
that amending the limitation on the Fund's ability to mortgage or pledge its
assets in the manner described above would be in the best interests of the Fund.
Therefore, the Directors approved and recommended, subject to shareholder
approval, the proposal that the fundamental investment policy regarding
mortgaging or pledging of the Fund's assets be amended as set forth below.
Language to be deleted is in [brackets] and language to be added is underlined.
-----------

. . . The Fund may not . . .

Mortgage or pledge any of its assets, except to the extent necessary
------------------------
to effect [secure] permitted borrowings on a secured basis [up to 5% of the
--------- ------------------
value of its total assets] and except to enter into escrow arrangements in
connection with the sales of permitted call options.

The affirmative 'vote of a majority of the outstanding voting securities'
of the Fund, as defined in Proposal 3, is required for adoption of this
proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS APPROVAL OF THIS PROPOSAL.

G. APPROVAL OF AMENDMENT OF THE FUNDAMENTAL INVESTMENT
POLICY REGARDING INVESTMENT IN REAL ESTATE INVESTMENT TRUSTS.

(Proposal 7)

The Fund's fundamental investment policies provide that the Fund may not
invest in real estate investment trusts ('REITs'), although it may invest in
securities secured by real estate or interests therein or issued by persons
(other than REITs) that deal in real estate or interests therein.

A REIT is a company, which may be publicly traded, that invests in a
portfolio of real estate properties, mortgages or both. REITs may specialize in
certain kinds of property (or related mortgages), such as houses, apartments,
shopping centers, or offices. They engage professional managers to supervise
their investments. REITs are afforded special treatment under federal tax law,
most notably in that earnings are not taxed at the REIT level but instead at the
shareholder level. At year-end 1994, there were approximately 300 publicly
traded REITs, and total REIT assets were approximately $65 billion. While REITs
may offer a relatively high yield, an investment in REITs involves certain
risks, particularly price volatility. The Manager believes that carefully
selected REITs may from time to time be an attractive investment that further
the Fund's

<PAGE>
objective of producing favorable, but not the highest current income and
long-term growth of both income and capital value, without exposing capital to
undue risk.

At a meeting held on September 21, 1995, the Board of Directors determined
that permitting the Fund to invest in REITs would be in the best interests of
the Fund. Therefore, the Directors approved and recommended, subject to
shareholder approval, the proposal that the fundamental investment policy
regarding investment in REITs be amended as set forth below. Language to be
deleted is in [brackets] and language to be added is underlined.
----------

. . . The Fund may not . . .

Purchase or hold any real estate, except the Fund may invest in
securities secured by real estate or interests therein or issued by persons
(including [other than] real estate investment trusts) which deal in real
----------
estate or interests therein.

The affirmative 'vote of a majority of the outstanding voting securities'
of the Fund, as defined in Proposal 3, is required for adoption of this
proposal.

H. OTHER MATTERS; SHAREHOLDER PROPOSALS.

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

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

<PAGE>
I. EXPENSES.

The Manager will bear the cost of soliciting Proxies with respect to
Proposals 3 and 4, and the Fund will bear the balance of 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 and
Seligman Data and the Fund may reimburse persons holding shares in their names
or names of their nominees for their expenses in sending solicitation material
to their principals. Morrow & Co., Inc., 909 Third Avenue, New York, New York
10022-4799 has been engaged to assist in soliciting for a fee of $4,000 plus
expenses, to be paid by the Manager.

By order of the Board of Directors,
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.

<PAGE>
EXHIBIT A
(LANGUAGE TO BE DELETED IS IN [BRACKETS] AND LANGUAGE TO BE ADDED IS UNDERLINED)
----------
MANAGEMENT AGREEMENT

MANAGEMENT AGREEMENT, dated as of December 29, 1988, and amended April 10, 1991
and January 1, 1996, between SELIGMAN COMMON STOCK FUND, INC., a Maryland
- --------------------
corporation (the 'Corporation'), and J. & W. SELIGMAN & CO. INCORPORATED, a
Delaware corporation (the 'Manager').

In consideration of the mutual agreements herein made, the parties hereto
agree as follows:

1. DUTIES OF THE MANAGER. The Manager shall manage the affairs of the
Corporation including, but not limited to, continuously providing the
Corporation with investment management, including investment research, advice
and supervision, determining which securities shall be purchased or sold by the
Corporation, making purchases and sales of securities on behalf of the
Corporation and determining how voting and other rights with respect to
securities of the Corporation shall be exercised, subject in each case to the
control of the Board of Directors of the Corporation and in accordance with the
objectives, policies and principles set forth in the Registration Statement and
Prospectus of the Corporation and the requirements of the Investment Company Act
of 1940 (the 'Act') and other applicable law. In performing such duties, the
Manager shall provide such office space, such bookkeeping, accounting, internal
legal, clerical, secretarial and administrative services (exclusive of, and in
addition to, any such services provided by any others retained by the
Corporation) and such executive and other personnel as shall be necessary for
the operations of the Corporation. The Manager shall also, if requested by and
subject to the control of the Board of Directors of Seligman [Union] Data Corp.
-------- -----
[Service Center, Inc.] ('Data'), manage the affairs of Data and provide Data
with such office management, personnel, reproduction, employee cafeteria and
internal legal services and such senior executive officers (other than vice
presidents) as may be necessary for the operation of Data, and with a treasurer,
a corporate secretary and a principal operating officer.

2. EXPENSES. The Manager shall pay all of its expenses arising from the
performance of its obligations under Section 1 and shall pay any salaries, fees
and expenses of the directors of the Corporation who are employees of the
Manager or its affiliates. The Manager shall not be required to pay any other
expenses of the Corporation, including, but not limited to, direct charges
relating to the purchase and sale of portfolio securities, interest charges,
fees and expenses of independent attorneys and auditors, taxes and governmental
fees, cost of stock certificates and any other expenses (including clerical
expenses) of issue, sale, repurchase or redemption of shares, expenses of
registering and qualifying shares for sale, expenses of printing and
distributing reports,

<PAGE>
notices and proxy materials to shareholders, expenses of corporate data
processing and related services, shareholder recordkeeping and shareholder
account service, expenses of printing and filing reports and other documents
filed with governmental agencies, expenses of printing and distributing
prospectuses, expenses of annual and special shareholders' meetings, fees and
disbursements of transfer agents and custodians, expenses of disbursing
dividends and distributions, fees and expenses of directors of the Corporation
who are not employees of the Manager or its affiliates, membership dues in the
Investment Company Institute, insurance premiums and extraordinary expenses such
as litigation expenses.

3. COMPENSATION

(a) As compensation for the services performed and the facilities and
personnel provided by the Manager pursuant to Section 1, the
Corporation will pay to the Manager promptly after the end of each
month a fee, calculated on each day during such month on the basis
of the Corporation's net assets at the close of business on the
previous day, at an annual rate of .65% of the Corporation's
--------------------------------------------------
average daily net assets on the first $1,000,000,000 of net
------------------------------------------------------------------
assets, .60% of the Corporation's average daily net assets on the
------------------------------------------------------------------
next $1,000,000,000 and .55% of the Corporation's average daily
------------------------------------------------------------------
net assets in excess of $2,000,000,000. [equal to the Applicable
----------------------------------------
Percentage of the daily net assets of the Corporation at the close
of business on the previous business day.]

[(b) As used herein.

(1) The term 'Applicable Percentage' means the amount (expressed as
a percentage and rounded to the nearest one millionth of one
percent) obtained by dividing (i) the Fee Amount by (ii) the
Fee Base.

(2) The term 'Fee Amount' means the sum of the following:

.50 of 1% on an annual basis of the first $4,000,000,000 of Fee
Base,

.48 of 1% on an annual basis of the next $2,000,000,000 of Fee
Base,

.46 of 1% on an annual basis of the next $2,000,000,000 of Fee
Base, and

.44 of 1% on an annual basis of Fee Base in excess of
$8,000,000,000.

(3) The term 'Fee Base' as of any day means the sum of the net
assets at the close of business on the previous day of each of
the investment companies registered under the Act for which the
Manager or any affiliated company acts as investment adviser or
manager (including the Corporation).]

(b) [(c)] If the Manager shall serve hereunder for less than the whole
---
of any month, the fee hereunder shall be prorated.

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

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

The placing of purchase and sale orders may be carried out by the Manager
or any wholly-owned subsidiary of the Manager.

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

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

5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until December 31 [29], 1996 [2] and from year to year thereafter if such
-- -
continuance is approved in the manner required by the Act and if the Manager
shall not have notified the Corporation in writing at least

<PAGE>
60 days prior to such December 31 [29] or prior to December 31 [29] of any year
-- --
thereafter that it does not desire such continuance. This Agreement may be
terminated at any time, without payment of penalty by the Corporation, on 60
days' written notice to the Manager by vote of the Board of Directors of the
Corporation or by vote of a majority of the outstanding voting securities of the
Corporation (as defined by the Act). This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).

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

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

SELIGMAN COMMON STOCK FUND, INC.

BY ________________________________________

J. & W. SELIGMAN & CO. INCORPORATED

BY ________________________________________

38
<PAGE>
EXHIBIT B

The table below sets forth the net assets and the management fee rate paid
to the Manager for 1994 for Seligman Common Stock Fund, Inc. and the other
investment companies which have investment objectives similar to Seligman Common
Stock Fund, Inc.:

<TABLE>
<CAPTION>
1994 MANAGEMENT
FEE AS A
APPROXIMATE NET ASSETS PERCENTAGE OF
AS OF DECEMBER 31, 1994 AVERAGE DAILY
NAME OF INVESTMENT COMPANY (000'S OMITTED) NET ASSETS
- -------------------------- ----------------------- ---------------
<S> <C> <C>
Seligman Capital Fund, Inc. $ 165,735 .53%
Seligman Capital Portfolio of Seligman Portfolios, Inc. 5,942 .40*
Capital Series of Canada Life
of America Series Fund, Inc. (the 'Capital Series') 3,923,464 .25
Seligman Common Stock Fund, Inc. 525,372 .49
Seligman Common Stock Portfolio
of Seligman Portfolios, Inc. 20,168 .40*
Seligman Communications and Information Fund, Inc. 403,642 .75
Seligman Communications and Information Portfolio
of Seligman Portfolios, Inc. 495 .75*
Seligman Frontier Fund, Inc. 81,958 .75
Seligman Frontier Portfolio of Seligman Portfolios, Inc. 169 .75*
Seligman Growth Fund, Inc. 515,070 .49
</TABLE>

- ---------------
* The Manager, at its discretion, waived all or a portion of its fee.

Seligman Capital Fund, Inc., Seligman Common Stock Fund, Inc. and Seligman
Growth Fund, Inc. pay the Manager for its services a management fee, calculated
daily and payable monthly, equal to a percentage of the aggregate net assets of
all of the investment companies managed by the Manager (the 'Fee Base'). This
percentage, referred to as the management fee rate, is .50% on the first $4
billion of the Fee Base, declining to .44% of the Fee Base in excess of $8
billion for Seligman Common Stock Fund, Inc. and Seligman Growth Fund, Inc.; and
.55% on the first $4 billion of the Fee Base, declining to .45% of the Fee Base
in excess of $8 billion for Seligman Capital Fund, Inc. Seligman Communications
and Information Fund, Inc. and Seligman Frontier Fund, Inc. each pay the Manager
a fee at the annual rate of .75% of such Fund's average daily net assets.

Seligman Portfolios, Inc. is the underlying investment vehicle for certain
variable annuity insurance products. The Manager's fee with respect to the
portfolios of Seligman Portfolios, Inc. is

<PAGE>
calculated daily and payable monthly, equal to .40%, on an annual basis, of each
of Seligman Capital Portfolio's and Seligman Common Stock Portfolio's average
daily net assets, and equal to .75%, on an annual basis, of Seligman
Communications and Information Portfolio's and Seligman Frontier Portfolio's
average daily net assets.

The Capital Series is a variable annuity investment vehicle managed by
Canada Life and subadvised by the Manager. Canada Life receives .50% for
managing the Capital Series, and from its fee pays the Manager.

The Manager has proposed to raise the management fee rate for certain of
the above investment companies as follows:

Seligman Capital Fund, Inc. -- .75% of such Fund's average daily net assets
on the first $1 billion of net assets, .70% of such Fund's average daily net
assets on the next $1 billion and .65% of such Fund's average daily net assets
in excess of $2 billion.

Seligman Common Stock Fund, Inc. -- .65% of such Fund's average daily net
assets on the first $1 billion of net assets, .60% of such Fund's average daily
net assets on the next $1 billion and .55% of such Fund's average daily net
assets in excess of $2 billion.

Seligman Communications and Information Fund, Inc. -- .90% of such Fund's
average daily net assets on the first $3 billion of net assets, .85% of such
Fund's average daily net assets on the next $3 billion and .75% of such Fund's
average daily net assets in excess of $6 billion.

Seligman Frontier Fund, Inc. -- .95% of such Fund's average daily net
assets on the first $750 million of net assets and .85% of such Fund's average
daily net assets in excess of $750 million.

Seligman Growth Fund, Inc. -- .70% of such Fund's average daily net assets
on the first $1 billion of net assets, .65% of such Fund's average daily net
assets on the next $1 billion and .60% of such Fund's average daily net assets
in excess of $2 billion.

<PAGE>
EXHIBIT C
(LANGUAGE TO BE DELETED IS IN [BRACKETS] AND LANGUAGE TO BE ADDED IS
UNDERLINED.)
----------
SUBADVISORY AGREEMENT
SELIGMAN COMMON STOCK FUND, INC.

SUBADVISORY AGREEMENT, dated as of May 19, 1994 and amended January 1,
----------------------
1996, between J. & W. SELIGMAN & CO. INCORPORATED, a Delaware corporation (the
- ----
'Manager') and SELIGMAN HENDERSON CO., a New York general partnership (the
'Subadviser').

WHEREAS, the Manager has entered into a Management Agreement dated December
29, 1988, as amended April 10, 1991 and January 1, 1996 (the 'Management
---------------------
Agreement') with Seligman Common Stock Fund, Inc. (the 'Fund'), an open-end
diversified management investment company registered under the Investment
Company Act of 1940, as amended (the '1940 Act'), pursuant to which the Manager
will render investment management services to the Fund, and to administer the
business and other affairs of the Fund; and

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

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

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

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

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

3. COMPENSATION

(a) As compensation for the services performed and the facilities and
personnel provided by the Subadviser pursuant to Section 1, the
Manager will pay to the Subadviser each month a fee, equal to the
Applicable Percentage of the average monthly Net Qualifying Assets
of the Fund.

(b) As used herein:

(1) The term 'Applicable Percentage' means the percentage fee rate
-----------------------
that the Manager receives from the Fund pursuant to the
--------------------------------------------------------------
Management Agreement, which equals .65% of the Fund's average
--------------------------------------------------------------
daily net assets on the first $1,000,000,000 of net assets,
--------------------------------------------------------------
.60% of the Fund's average daily net assets on the next
--------------------------------------------------------------
$1,000,000,000 and .55% of the Fund's average daily net assets
--------------------------------------------------------------
in excess of $2,000,000,000. [the amount (expressed as a
-----------------------------
percentage and rounded to the nearest one millionth of one
percent) obtained by dividing (i) the Fee Amount by (ii) the
Fee Base.]

[(2) The term 'Fee Amount' means the sum of the following:

.50 of 1% on an annual basis of the first $4,000,000,000 of
Fee Base,
.48 of 1% on an annual basis of the next $2,000,000,000 of
Fee Base,
.46 of 1% on an annual basis of the next $2,000,000,000 of
Fee Base,
.44 of 1% on an annual basis of Fee Base in excess of
$8,000,000,000.

(3) The term 'Fee Base' as of any day means the sum of the net
assets at the close of business on the previous day of each of
the investment companies registered under the 1940 Act for
which the Manager or any affiliated company acts as an
investment adviser or manager (including the Fund).]

(2)[(4)] The term 'Net Qualifying Assets' means the Qualifying
---
Assets less related liabilities as designated by the
Manager.

(c) Average monthly Net Qualifying Assets shall be determined, for any
month, by taking the average of the value of the Net Qualifying
Assets as of the (i) opening of business on the first day of such
month and (ii) close of business on the last day of such month.

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

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

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

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

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

5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until December 31, 1996[5], and from year to year thereafter if such
-
continuance is approved in the manner required by the 1940 Act, and if the
Subadviser shall not have notified the Manager in writing at least 60 days prior
to such date or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time, without
payment of penalty by the Fund, on 60 days' written notice to the Subadviser by
vote of the Board of

<PAGE>
Directors of the Fund or by vote of a majority of the outstanding voting
securities of the Fund (as defined by the 1940 Act). This Agreement will
automatically terminate in the event of its assignment (as defined by the 1940
Act) or upon the termination of the Management Agreement.

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

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

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

J. & W. SELIGMAN & CO. INCORPORATED

BY ________________________________________

SELIGMAN HENDERSON CO.

BY ________________________________________

<PAGE>
EXHIBIT D

The table below sets forth the net assets and the subadvisory fee paid by
the Manager to the Subadviser for 1994 with respect to Seligman Common Stock
Fund, Inc. and the other investment companies which have investment objectives
similar to the Seligman Common Stock Fund, Inc.:

<TABLE>
<CAPTION>
ANNUALIZED
1994 SUBADVISORY
APPROXIMATE FEE AS A
NET QUALIFYING ASSETS PERCENTAGE OF
AS OF DECEMBER 31, 1994 AVERAGE MONTHLY
NAME OF INVESTMENT COMPANY (000'S OMITTED) NET QUALIFYING ASSETS
- -------------------------- ----------------------- ---------------------
<S> <C> <C>
Seligman Capital Fund, Inc. $ 0 0.00%
Seligman Common Stock Fund, Inc. 47,198 0.49
Seligman Communications and Information Fund, Inc. 0 0.00
Seligman Frontier Fund, Inc. 0 0.00
Seligman Growth Fund, Inc. 49,578 0.49
</TABLE>

For each of Seligman Capital Fund, Inc., Seligman Common Stock Fund, Inc.
and Seligman Growth Fund, Inc. the Manager pays the Subadviser for its services
a subadvisory fee, calculated and payable monthly, equal to a percentage of the
average monthly Net Qualifying Assets of each Fund. This percentage, referred to
as the subadvisory fee rate, is .50% on the first $4 billion of the Fee Base,
declining to .44% of the Fee Base in excess of $8 billion for Seligman Common
Stock Fund, Inc. and Seligman Growth Fund, Inc.; and .55% on the first $4
billion of the Fee Base, declining to .45% of the Fee Base in excess of $8
billion for Seligman Capital Fund, Inc. The Fee Base equals the aggregate net
assets of all of the investment companies managed by the Manager. With respect
to Seligman Communications and Information Fund, Inc. and Seligman Frontier
Fund, Inc. the Manager pays the Subadviser a fee at the annual rate of .75% of
such fund's average monthly Net Qualifying Assets.

The Manager has proposed to raise the subadvisory fee rate applied to the
average monthly Net Qualifying Assets for each of the above investment companies
to be calculated as follows:

<PAGE>
Seligman Communications and Information Fund, Inc. -- .90% of such Fund's
average daily net assets on the first $3 billion of net assets, .85% of such
Fund's average daily net assets on the next $3 billion and .75% of such Fund's
average daily net assets in excess of $6 billion.

Seligman Frontier Fund, Inc. -- .95% of such Fund's average daily net
assets on the first $750 million of net assets and .85% of such Fund's average
daily net assets in excess of $750 million.

<PAGE>

SELIGMAN
COMMON STOCK
FUND, INC.

Notice of Special Meeting
of Shareholders
and
Proxy Statement

-------------------------------
Time: December 12, 1995
9:00 A.M.
-------------------------------

Place: Grand Hyatt Hotel
42nd Street and
Lexington Avenue
New York, New York 10017

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

[Logo]

SELIGMAN COMMON STOCK FUND, INC.
Managed by

[Logo]

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

STATEMENT OF DIFFERENCES
The dagger symbol shall be expressed as .... 'D'

<PAGE>
APPENDIX 1
PROXY CARD
PROXY
SELIGMAN COMMON STOCK FUND, INC.
100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN COMMON STOCK FUND, INC., to be held December 12, 1995 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 on the reverse side and on any other business that
may properly come before the Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS AND FOR ALL PROPOSALS.

- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF
THE NOMINEES AND FOR ALL PROPOSALS.
- -------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY TO VOTE
(except as written on the line below). for all nominees listed below.
</TABLE>

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

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

--------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN ON THE REVERSE SIDE AND RETURN
THIS CARD AS SOON AS POSSIBLE.
MARK EACH VOTE WITH X IN THE BOX.
<PAGE>

<TABLE>
<S> <C> <C> <C>
2. Ratification of the selection of Deloitte & Touche LLP as Auditors. / / FOR / / AGAINST / / ABSTAIN

3. Approval of amendments to the Management Agreement to increase the management / / FOR / / AGAINST / / ABSTAIN
fee payable by the Fund.

4. Approval of amendments to the Subadvisory Agreement to increase the subadvisory / / FOR / / AGAINST / / ABSTAIN
fee payable by the Manager. (Adoption of Proposal No. 4 is conditioned upon
shareholder approval of Proposal No. 3.)

5. Approval of the amendment of the Fund's fundamental investment policy to increase / / FOR / / AGAINST / / ABSTAIN
the limitation on borrowing to 15% of total assets.

6. Approval of the amendment of the Fund's fundamental investment policy regarding / / FOR / / AGAINST / / ABSTAIN
mortgaging or pledging of its assets.

7. Approval of the amendment of the Fund's fundamental investment policy prohibiting / / FOR / / AGAINST / / ABSTAIN
investments in real estate investment trusts.

</TABLE>

Dated _________________ , 1995

______________________________
Signature

______________________________
Signature (if jointly held)

Please sign exactly as your
name(s) appear(s) on this
proxy. 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