SELIGMAN GROWTH FUND INC, PRES14A, 1995-10-06

SELIGMAN GROWTH FUND INC
PRES14A, 1995-10-06

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<PAGE>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )

Filed by the Registrant [_]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[X]Preliminary Proxy Statement [_]CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[_]Definitive Proxy Statement

[_]Definitive Additional Materials

[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

Seligman Growth Fund, Inc.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)

R.R. Donnelley & Sons
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]$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 ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_]Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:
<PAGE>

SELIGMAN GROWTH 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 Growth Fund,
Inc., a Maryland corporation (the "Fund"), will be held at the Grand Hyatt Ho-
tel, 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 pol-
icy 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 pol-
icy regarding mortgaging or pledging of its assets; and
(7) 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 , 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 , 1995

SELIGMAN GROWTH 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 Growth 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 in-
structions 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 be-
tween the Fund and J. & W. Seligman & Co. Incorporated (the "Manager") to in-
crease the management fee payable by the Fund, (iv) for the approval of amend-
ments to the Subadvisory Agreement between the Manager and Seligman Henderson
Co. to increase the subadvisory fee payable by the Manager, (v) for the amend-
ment 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, and (vi) for the amendment of the Fund's fundamental in-
vestment policy regarding mortgaging or pledging of its assets, 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
shares of Class A capital stock and 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 Funds shares outstanding and entitled to vote is required, an
abstention or broker non-vote will have the same effect as a vote against the
proposal. For all matters on which the

2
<PAGE>

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 (prin-
cipal underwriter) is Seligman Financial Services, Inc. The address of each of
these entities is 100 Park Avenue, New York, New York 10017. The Fund will
furnish, without charge, copies of its most recent annual report and semi-an-
nual report to any shareholder upon request to Seligman Data Corp. at 1-800-
221-2450. Questions or comments relating to any of the proposals set forth
herein may be directed to Morrow & Co., Inc., the Funds 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 , 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. Mor-
ris, 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 ex-
ception 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.

3
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

THE PERSONS DESIGNATED BY ASTERISK (*) SHARES OF CAPITAL
ARE "INTERESTED PERSONS" OF THE FUND STOCK BENEFICIALLY
NAME, PERIOD(S) (AS THAT TERM IS DEFINED IN THE INVESTMENT OWNED, DIRECTLY OR
SERVED AS COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF
DIRECTOR AND (AGE) OF THEIR STATED ASSOCIATIONS. SEPTEMBER 26, 1995
- ----------------- --------------------------------------------- ------------------
<S> <C> <C>
Fred E. Brown* DIRECTOR OR TRUSTEE, VARIOUS ORGANIZA- 116,931
1959 to Date TIONS, NEW YORK, NY. Mr. Brown is a Di-
(82) rector or Trustee of each of the Seligman
Group investment companies;+ Director of,
and Consultant to, J. & W. Seligman & Co.
(ART) Incorporated; Director of Seligman Finan-
cial Services, Inc. and Seligman Servic-
es, Inc.; Trustee of Lake Placid Educa-
tion 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 -0-
May 18, 1995 DIPLOMACY AT TUFTS UNIVERSITY, MEDFORD,
to Date MA. General Galvin is Director or Trustee
(66) of each of the Seligman Group investment
companies;+ Chairman of the American
Council on Germany; a Governor of the
Center for Creative Leadership; Director
of USLIFE, National Committee on U.S.-
China Relations, National Defense Univer-
sity and the Institute for Defense Analy-
sis; and Consultant of Thomson CSF. For-
merly, Ambassador, U.S. State Department;
Distinguished Policy Analyst at Ohio
(ART) State University and Olin Distinguished
Professor of National Security Studies at
the United States Military Academy. From
June, 1987 to June, 1992, he was the Su-
preme Allied Commander, Europe and the
Commander-in-Chief, United States Euro-
pean Command.
</TABLE>

4
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION
<TABLE>
<CAPTION>
SHARES OF CAPITAL
THE PERSONS DESIGNATED BY ASTERISK (*) ARE STOCK BENEFICIALLY
NAME, PERIOD(S) "INTERESTED PERSONS" OF THE FUND (AS THAT OWNED, DIRECTLY OR
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>
Alice S. Ilchman PRESIDENT, SARAH LAWRENCE COLLEGE, BRONX- 111
1991 to Date VILLE, NY. Dr. Ilchman is a Director or
(60) Trustee of each of the Seligman Group in-
vestment companies;+ Chairman of The
Rockefeller Foundation; Director of NYNEX
(formerly, New York Telephone Company)
(ART) and The Committee for Economic Develop-
ment; formerly, Trustee of The Markle
Foundation and Director of International
Research & Exchange Board.

Frank A. McPher- CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE -0-
son May 18, 1995 OFFICER, KERR-MCGEE CORPORATION, OKLAHOMA
to Date (62) CITY, OK. Mr. McPherson is a Director or
Trustee of each of the Seligman Group
investment companies;+ Director of
Kimberly-Clark Corporation, Bank of
Oklahoma Holding Company, American
Petroleum Institute, Oklahoma City
Chamber of Commerce, Baptist Medical
Center, Oklahoma Chapter of the Nature
(ART) 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>

5
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

<TABLE>
<CAPTION>
SHARES OF CAPITAL
THE PERSONS DESIGNATED BY ASTERISK (*) ARE STOCK BENEFICIALLY
NAME, PERIOD(S) "INTERESTED PERSONS" OF THE FUND (AS THAT OWNED, DIRECTLY OR
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, -0-
1970 to Date(65) NEW YORK, NY. Mr. Merow is a Director or
Trustee of each of the Seligman Group in-
vestment companies,+ Municipal Art Soci-
ety of New York, Commonwealth Aluminum
Corporation, U.S. Council for Interna-
tional Business and U.S.--New Zealand
Council; Member of the American Law In-
(ART) stitute and the Council on Foreign Rela-
tions; Chairman of the American Austra-
lian Association; and Member of the Board
of Governors of Foreign Policy Associa-
tion and New York Hospital.

Betsy S. Michel ATTORNEY, GLADSTONE, NJ. Mrs. Michel is a 4,214
1984 to Date Director or Trustee of each of the Selig-
(53) man Group investment companies+ and The
National Association of Independent
Schools (Washington, DC); and Chairman of
(ART) the Board of Trustees of St. George's
School (Newport, RI).

</TABLE>

6
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

<TABLE>
<CAPTION>
SHARES OF CAPITAL
THE PERSONS DESIGNATED BY ASTERISK (*) ARE STOCK BENEFICIALLY
NAME, PERIOD(S) "INTERESTED PERSONS" OF THE FUND (AS THAT OWNED, DIRECTLY OR
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. Mor- CHAIRMAN AND PRESIDENT OF J. & W. SELIG- 39,439
ris* 1988 to MAN & CO. INCORPORATED, NEW YORK, NY. Mr.
Date (57) Morris is Chairman and Chief Executive
Officer of each of the Seligman Group in-
vestment companies;+ Chairman of Seligman
Financial Services, Inc., Seligman Serv-
ices, Inc. and Carbo Ceramics Inc.; Mem-
ber of the Board of Governors of the In-
vestment Company Institute; and Director
(ART) of Daniel Industries, Inc., Kerr-McGee
Corporation and Seligman Data Corp.; for-
merly, Chairman of Seligman Securities,
Inc. and J. & W. Seligman Trust Company.

James C. Pitney PARTNER, PITNEY, HARDIN, KIPP & SZUCH, 1,456
1971 to Date(69) LAW FIRM, MORRISTOWN, NJ. Mr. Pitney is a
Director or Trustee of each of the Selig-
man Group investment companies+ and Pub-
(ART) lic Service Enterprise Group.

James Q. Riordan DIRECTOR, VARIOUS CORPORATIONS, STUART, 1,098
1991 to Date FL. Mr. Riordan is a Director or Trustee
(68) of each of the Seligman Group investment
companies,+ The Brooklyn Museum, The
Brooklyn Union Gas Company, The Committee
for Economic Development, Dow Jones &
Co., Inc. and Public Broadcasting Serv-
ice; formerly, Co-Chairman of the Policy
Council of The Tax Foundation; Director
and President of Bekaert Corporation; and
(ART) Director of Tesoro Petroleum Companies,
Inc.

</TABLE>

7
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

SHARES OF CAPITAL
THE PERSONS DESIGNATED BY ASTERISK (*) ARE STOCK BENEFICIALLY
NAME, PERIOD(S) "INTERESTED PERSONS" OF THE FUND (AS THAT OWNED, DIRECTLY OR
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. DIRECTOR, MANAGING DIRECTOR AND CHIEF 10,783
Schroeder* 1984 INVESTMENT OFFICER, INSTITUTIONAL OF J. &
to Date (47) W. SELIGMAN & CO. INCORPORATED, NEW YORK,
NY. Mr. Schroeder is a Director or
Trustee of each of the Seligman Group
investment companies+ and 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
(ART) 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, 110,782
1980 to Date(63) NY. Mr. Shafer is a Director or Trustee
of each of the Seligman Group investment
companies+ and USLIFE Corporation.

(ART)

</TABLE>

8
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

<TABLE>
<CAPTION>
SHARES OF CAPITAL
THE PERSONS DESIGNATED BY ASTERISK (*) ARE STOCK BENEFICIALLY
NAME, PERIOD(S) "INTERESTED PERSONS" OF THE FUND (AS THAT OWNED, DIRECTLY OR
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>
James N. Whitson EXECUTIVE VICE PRESIDENT, CHIEF OPERATING 1,114
1993 to Date(60) OFFICER AND DIRECTOR, SAMMONS
ENTERPRISES, INC., DALLAS, TX. Mr.
Whitson is a Director or Trustee of each
of the Seligman Group investment
companies,+ Red Man Pipe and Supply
Company and C-SPAN.

(ART)

Brian T. Zino* DIRECTOR AND MANAGING DIRECTOR, J. & W. 10,073
1993 to Date SELIGMAN & CO. INCORPORATED, NEW YORK,
(43) NY. Mr. Zino is a Director or Trustee and
President of each of the Seligman Group
investment companies with the exception
of Seligman Quality Municipal Fund, Inc.
and Seligman Select Municipal Fund,
Inc.;+ 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 Se-
nior Vice President of Seligman Henderson
Co.; formerly, Director and Secretary of
Chuo Trust--JWS Advisors, Inc. and Direc-
tor of J. & W. Seligman Trust Company and
Seligman Securities, Inc.

(ART)

</TABLE>

+ The Seligman Group of investment companies consists of the Fund, Seligman
Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman Common
Stock Fund, Inc., Seligman Communications and Information Fund, Inc., Selig-
man Frontier Fund, Inc., Seligman Henderson Global Fund Series, Inc., Selig-
man 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 Mu-
nicipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc., Seligman Tax-Ex-
empt Series Trust and Tri-Continental Corporation.

9
<PAGE>

Unless otherwise indicated below, Directors have sole voting and investment
power with respect to shares shown. As of September 26, 1995, all Directors
and officers of the Fund as a group owned beneficially 296,253 shares or .28%
of the Fund's capital stock.

Mr. Morris disclaims beneficial ownership of 8,331 shares held by his chil-
dren. Mr. Shafer disclaims beneficial ownership of 76,024 shares held by his
wife.

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 Direc-
tors 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 Commit-
tee met three times in 1994. This Committee comprises all Directors who are
not "interested persons" of the Fund.

Audit Committee. This Committee recommends the independent public accoun-
tants for selection as auditors by the Board annually. In addition, it re-
views, 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 Com-
mittee comments to the Board when warranted and at least annually. It is di-
rectly 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 per-
sons to be nominated for election as Directors by you and the other sharehold-
ers and selects and proposes nominees for election by the Board between share-
holder 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.

10
<PAGE>

EXECUTIVE OFFICERS OF THE FUND

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

<TABLE>
<CAPTION>
POSITION WITH FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- -------------------------------------------------------------------------------
<C> <C> <S>
David Watts 63 VICE PRESIDENT AND PORTFOLIO MANAGER OF THE FUND since
November 1992. Mr. Watts is also Managing Director of
the Manager.
Loris D. Muzzatti 38 VICE PRESIDENT AND CO-PORTFOLIO MANAGER OF THE FUND
since August 1995. Mr. Muzzatti is also Vice President
and Portfolio Manager of Seligman Capital Fund, Inc.,
Vice President of Seligman Portfolios, Inc. and Portfo-
lio Manager of its Seligman Capital Portfolio and Manag-
ing Director of the Manager (formerly, Vice President
and Portfolio Manager).
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, Trea-
surer); Vice President of Seligman Services, Inc. and
Treasurer, Seligman Henderson Co.; formerly, an Audit
Senior Manager, Price Waterhouse and Senior Vice Presi-
dent, 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 Fi-
nancial Services, Inc., Seligman Services, Inc. and Se-
ligman Henderson Co. and Vice President, Law and Regula-
tion of the Manager; formerly, Secretary, J. & W. Selig-
man 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 succes-
sors are elected and qualify or their earlier resignation. The address of each
of the foregoing officers is 100 Park Avenue, New York, New York 10017.

11
<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 $3,584 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 Direc-
tors are also reimbursed for the expenses of attending meetings.

Directors' attendance, retainer and/or committee fees paid to each Director
for the fiscal 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 $4,019.85 -0- $67,000
John E. Merow 3,984.14** -0- 66,000**
Betsy S. Michel 3,984.14 -0- 66,000
James C. Pitney 4,019.85 -0- 67,000
James Q. Riordan 3,984.14 -0- 66,000
Robert L. Shafer 3,984.14 -0- 66,000
James N. Whitson 3,984.14** -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 $94,030
and $7,454, respectively. Mr. Pitney had deferred receiving his fee and has
owing to him deferred compensation as of December 31, 1994 of $95,292, in-
cluding 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. Mc-
Pherson became Directors on May 18, 1995.

The affirmative vote of a plurality of the votes cast at the meeting is re-
quired 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 DIRECTORS OF THE FUND.

12
<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
for each year. If a shareholders' meeting is held, the Board's selection is
subject to ratification or rejection by shareholders.

The Audit Committee of the Board of Directors has recommended, and the Board
of Directors, including a majority of those members who are not "interested
persons" of the Fund (as defined in the 1940 Act), has selected 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 ques-
tions.

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

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
APPROVAL 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 in-
crease are described below under "Factors Considered by the Board of Direc-
tors". 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 16 other companies are Seligman Cash
Management Fund, Inc., Seligman Common Stock Fund, Inc., Seligman Communica-
tions and Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman
Growth Fund, Inc., Seligman Henderson Global Fund Series, Inc., Seligman High
Income Fund

13
<PAGE>

Series, Seligman Income Fund, Inc., Seligman New Jersey Tax-Exempt Fund, Inc.,
Seligman Pennsylvania Tax-Exempt Fund Series, Seligman Portfolios, Inc., Se-
ligman Quality Municipal Fund, Inc., Seligman Select Municipal Fund, Inc., Se-
ligman Tax-Exempt Fund Series, Inc., Seligman Tax-Exempt Series Trust and Tri-
Continental Corporation. A table setting forth the net assets of the Seligman
Group investment companies with similar investment objectives, and the manage-
ment 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 approxi-
mately $11.0 billion at September 30, 1995. The Manager also provides invest-
ment 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 Man-
agement 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 con-
sideration was based upon financial, statistical and other information sup-
plied 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 deter-
mined to submit the Management Agreement as amended to shareholders for their
approval.

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

14
<PAGE>

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 su-
pervision, 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 Man-
ager provides the Fund with such office space together with bookkeeping, ac-
counting, internal legal, clerical and administrative services and such execu-
tive 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, main-
tains 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 $1,088,974 and $661,722, respectively, for services rendered.
The Manager also pays the compensation of Directors of the Fund who are em-
ployees 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 as-
sumed by the Manager. Fund expenses generally consist of direct charges relat-
ing 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 reg-
istering 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 share-
holder account services, expenses of printing and filing reports and other
documents filed with governmental agencies, expenses of printing and distrib-
uting prospectuses, expenses of annual and special shareholders' meetings,
fees and disbursements of transfer agents and custodians, expenses of disburs-
ing 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 ex-
pense limitation provision although the Manager will reimburse its management
fee to the Fund to the extent required by state securities laws and regula-
tions.

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 re-
quired 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 con-
tinuance. The Management Agreement may be terminated by the Fund, without pen-
alty, on 60 days' written notice to the Manager and will terminate automati-
cally in the event of its assignment.

15
<PAGE>

PROPOSED FEE INCREASE

The Current Fee. The Management Agreement currently provides for a fee, com-
puted 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 valu-
ations) 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 $2,732,091, 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 $1,987,261,
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 com-
puted daily and paid monthly. The following table sets forth the proposed re-
vised schedule of management fee rate percentages.

<TABLE>
<CAPTION>
ANNUAL
NET ASSETS OF FUND FEE RATE
------------------ --------
<S> <C>
First $1 billion at................................................. .70%
Next $1 billion at.................................................. .65%
Thereafter.......................................................... .60%
</TABLE>

If the proposed amendments to the management fee had been in effect through-
out 1994, the management fee for that year would have amounted to $3,899,506,
which would have been equivalent to an annual rate of .70% of the Fund's aver-
age daily net assets. This would have represented

16
<PAGE>

an increase of 43% over the actual management fee of $2,732,091. For the nine
months ended September 30, 1995, the management fee would have amounted to
$2,884,028, which would have been equivalent to an annual rate of .70% of the
Fund's average daily net assets. This would have represented an increase of
45% over the actual management fee of $1,987,261 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 ef-
fect 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% .70% .49% .70%
12b-1 Fees.................................... .23 .23 1.00 1.00
Other Expenses................................ .28 .28 1.44 1.44
---- ---- ---- ----
Total Fund Operating Expenses................. 1.00% 1.21% 2.93% 3.14%
==== ==== ==== ====
</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 $78 $100 $164
Proposed Fee................................... 59 84 111 187
Class D Shares:
Existing Fee................................... 40* 91 154 325
Proposed Fee................................... 42* 97 164 345
</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 $30 with respect to the
existing fee and $32 with respect to the proposed fee.

The purpose of this example and the table is to assist investors in under-
standing 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.

17
<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 (in-
cluding 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 struc-
tural 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 Man-
ager; (6) an analysis of the proposed fee rate changes; (7) information con-
cerning 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 in-
vestment 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 profit-
ability 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 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 invest-
ment advice rendered by the Manager as well as the backgrounds of the portfo-
lio 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 invest-
ment results had been made in recent times and had been previously reported by
the Manager to the Board.

18
<PAGE>

The Fund's average annual total return performance in comparison with the
annualized total return performances of the Lipper Growth 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 Fund
Average................ 13.15% 11.42% 22.25%
Standard & Poor's 500
Index.................. 14.63% 12.09% 26.07%
Seligman Growth Fund,
Inc.--Class A.......... 12.12% 9.87% 18.37%
- --Class D............... -- 7.65%* 16.83%
</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 divi-
dends and does not reflect fees and expenses. Investors may not invest di-
rectly in an index. The Lipper average and the Fund's performance assume rein-
vestment 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 in-
creased.) At September 30, 1995, 8.0% of the Fund's assets consisted of secu-
rities of non-U.S. issuers. The Directors also considered the increased com-
petitiveness 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 among brokers
and investors that mutual funds will offer multiple classes of shares and a
need for enhanced marketing efforts by the Manager, the increased expense in-
curred 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 esti-
mated marketing expenditures for 1995 would be more than double total expendi-
tures 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 considera-
tion 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

19
<PAGE>

ratios (which include the management fee and all other operating expenses in-
curred 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 in-
formation 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 in-
formation considered by the Board of Directors included operating profit mar-
gin information for the Manager's investment company business alone (i.e., ex-
cluding 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 as-
suming 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 profit-
ability even without the proposed fee increase (and those being sought in re-
spect of certain other Seligman Group companies); however, the Board also con-
sidered 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 ad-
dress 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 underpin-
ning 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 ad-
visory products draws on, and benefits from, the pooled research of the organ-
ization.

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.

20
<PAGE>

. 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. Notwith-
standing that under the proposal the Fund's management fee and operating ex-
pense ratios would increase, the Board of Directors believes that the manage-
ment 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 eighth lowest
among 75 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 .70% would have been in the bottom half of such investment com-
panies. Based upon the same data, the Fund's ratios of operating expenses to
average net assets for Class A and Class D were 1.00% and 2.93%, respectively,
for 1994. After giving effect to the proposed management fee increase, the ra-
tios of operating expenses to average daily net assets for Class A and Class D
would have been 1.21% and 3.14%, respectively.

. Non-Advisory Services Provided to the Fund. The Directors reviewed the
general nature of the non-investment advisory services performed by the Manag-
er. In addition to reviewing such services, the Directors considered the orga-
nizational 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 Serv-
ices 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.

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 amend-
ed, 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

21
<PAGE>

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 provi-
sions 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:

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

22
<PAGE>

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, dated 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 affect 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 approv-
al, 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 ap-
proved by shareholders, the Subadvisory Agreement will continue in effect in
its present form. The factors considered by the Board of Directors in deter-
mining the reasonableness and fairness of the proposed subadvisory fee rate
increase are described below under "Factors Considered by the Board of Direc-
tors." 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 Man-
ager and Henderson International, Inc., each partner owning equal 50% inter-
ests in the joint venture. Henderson International, Inc., whose principal ad-
dress is 3 Finsbury Avenue, London EC2M 2PA,

23
<PAGE>

England, is a wholly-owned subsidiary of Henderson Administration Group plc, a
publicly-held United Kingdom corporation, located at the same address. Infor-
mation 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 sev-
eral 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 State-
ment. The aggregate net assets managed by the Subadviser were approximately
$1.9 billion at September 30, 1995, including $52.1 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 sup-
plied to the 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 con-
siderations 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 objec-
tives, policies and principles of the Fund

24
<PAGE>

set forth in the Fund's Prospectus, provides the Fund with investment manage-
ment services, including investment research, advice and supervision, with re-
spect 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 un-
der 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 Deposi-
tary 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, 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. The Subadvisory Agreement may be terminated by the Fund,
without penalty, on 60 days' written notice to the Subadviser and will termi-
nate 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 refer-
ence to the Fee Base (as defined above). The Fee Amount (expressed in dol-
lars), calculated as shown in the following table, is divided by the Fee Base
to obtain the subadvisory fee rate.

For the period from June 1, 1994 (when the Subadvisory Agreement took ef-
fect) to December 31, 1994, the subadvisory fee amounted to $145,441, 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 $179,255, which was equivalent to an

25
<PAGE>

annualized rate of .48% of the Fund's average monthly Net Qualifying Assets.
Qualifying Assets constituted 8.9% of the Fund's portfolio at December 31,
1994 and 8.0% at September 30, 1995.

The Proposed Fee. Under the proposed amendments to the Subadvisory Agree-
ment, 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 de-
termined would be applied to the Qualifying Assets.

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 $207,588, which would have been equivalent to an annual rate
of .70% of the Fund's average monthly Net Qualifying Assets. This would have
represented an increase of 43% over the actual subadvisory fee of $145,441.
For the nine months ended September 30, 1995, the subadvisory fee would have
amounted to $255,850, which would have been equivalent to an annual rate of
.70% of the Fund's average monthly Net Qualifying Assets. This would have rep-
resented an increase of 43% over the actual subadvisory fee of $179,255 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 to the effect on the Fund's total ex-
penses 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 mat-
ters to be considered and the standards to be used by the Board of Directors
in reaching its decision.

26
<PAGE>

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 Se-
ligman Group; (4) extensive financial, personnel and structural information as
to the Subadviser's organization, including the costs borne by, and profit-
ability 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 allo-
cation policies and practices of the Fund and its historical portfolio turn-
over rates; (10) competitive industry fee structures and expense ratios in-
cluding, 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 by Di-
rectors. 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 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 cur-
rent proposal would continue this arrangement by increasing the subadvisory
fee in proportion to the proposed increase in the management fee. The Direc-
tors found that this appeared to continue to be a reasonable business arrange-
ment 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 advi-
sory costs are generally higher for non-U.S. securities.

27
<PAGE>

. Costs of Providing Service and Profitability. The Directors reviewed in-
formation 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 pro-
vided 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 assump-
tions 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 ad-
visory 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 rec-
ognized 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 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 amend-
ments 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 provi-
sions referred to above.

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

28
<PAGE>

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
---- --------------------
<C> <S>
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>

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 bor-
row money, rather than be forced to sell its portfolio holdings, in order to
meet substantial

29
<PAGE>

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 investors, including
those who do not redeem any of their shares.

By borrowing to meet redemption requests instead of selling portfolio hold-
ings, 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 institu-
tion to ensure that it will be able to borrow when circumstances require and
the investment policy permits it.

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, sub-
ject to shareholder approval, that the fundamental investment policy regarding
borrowing be amended as set forth below. Language to be deleted is in [brack-
ets] 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 [5%] 15% 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.

30
<PAGE>

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 ar-
rangements in connection with the sales of permitted call options. As dis-
cussed 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 on-
ly, 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 be-
cause the Fund's borrowing limit is determined as a percentage of the current
value of its total assets, whereas a financial institution may require collat-
eral 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.

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 share-
holder 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.

31
<PAGE>

G. OTHER MATTERS; SHAREHOLDER PROPOSALS.
----------------------------------------

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

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

H. EXPENSES.
------------

The Manager will bear the cost of soliciting Proxies with respect to Propos-
als 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 person-
ally 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 $5,000 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, INCLUD-
ING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN, SIGN
AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH RE-
QUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR
ADMISSION TO THE MEETING

32
<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 GROWTH FUND, INC., a Maryland cor-
---------------
poration (the "Corporation"), and J. & W. SELIGMAN & CO. INCORPORATED, a Dela-
ware 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 Corpo-
ration including, but not limited to, continuously providing the Corporation
with investment management, including investment research, advice and supervi-
sion, determining which securities shall be purchased or sold by the Corpora-
tion, 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 addi-
tion to, any such services provided by any others retained by the Corporation)
and such executive and other personnel as shall be necessary for the opera-
tions 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. [Serv-
-------- -----
ice Center, Inc.] ("Data"), manage the affairs of Data and provide Data with
such office management, personnel, reproduction, employee cafeteria and inter-
nal legal services and such senior executive officers (other than vice presi-
dents) 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 per-
formance 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 Man-
ager or its affiliates. The Manager shall not be required to pay any other ex-
penses of the Corporation, including, but not limited to, direct charges re-
lating to the purchase and sale of portfolio securities, interest charges,
fees and expenses of independent attorneys and auditors, taxes and governmen-
tal fees, cost of stock certificates and any other expenses (including cleri-
cal expenses) of issue, sale, repurchase or redemption of shares, expenses of

33
<PAGE>

registering and qualifying shares for sale, expenses of printing and distrib-
uting reports, notices and proxy materials to shareholders, expenses of corpo-
rate data processing and related services, shareholder recordkeeping and
shareholder account services, 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' meet-
ings, 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 busi-
ness on the previous day, at an annual rate of .70% of the Cor-
-------------------------------------
poration's average daily net assets on the first $1,000,000,000
---------------------------------------------------------------
of net assets, .65% of the Corporation's average daily net as-
-------------------------------------------------------------
sets on the next $1,000,000,000 and .60% of the Corporation's
-------------------------------------------------------------
average daily net assets over $2,000,000,000. [equal to the Ap-
---------------------------------------------
plicable 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 an in-
vestment 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.

34
<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 bro-
kerage as set forth in the Registration Statement and Prospectus of the Corpo-
ration 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 exe-
cution, and, consistent with such policy, may give consideration to the re-
search, statistical and other services furnished by brokers or dealers to the
Manager for its use, to the general attitude of brokers or dealers toward in-
vestment 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 Corpora-
tion, 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 deal-
er's discount or commission, the Manager shall, unless otherwise directed by
the Board of Directors of the Corporation, obtain such fee, discount or com-
mission 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 anal-
ysis.

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 con-
-- -
tinuance is approved in the manner

35
<PAGE>

required by the Act and if the Manager shall not have notified the Corporation
in writing at least 60 days prior to such December 31 [29] or prior to Decem-
ber 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 out-
standing voting securities of the Corporation (as defined by the Act). This
Agreement shall automatically terminate in the event of its assignment (as de-
fined by the Act).

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

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

SELIGMAN GROWTH FUND, INC.

BY ________________________________________

J. & W. SELIGMAN & CO. INCORPORATED

BY ________________________________________

36
<PAGE>

EXHIBIT B

The table below sets forth the net assets and the management fee paid to the
Manager for 1994 for Seligman Growth Fund, Inc. and the other Seligman Group
investment companies which have investment objectives similar to Seligman
Growth 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*
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 funds
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 each of the portfolios of Seligman Portfo-
lios, Inc. is calculated daily and payable monthly, equal to .40%, on an an-
nual basis, of each of Seligman Capital

37
<PAGE>

Portfolio's and Seligman Common Stock Portfolio's average daily net assets,
and equal to .75% on an annual basis, of Seligman Communications and Informa-
tion Portfolio's and Seligman Frontier Portfolio's average daily net assets.

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 as-
sets 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 as-
sets 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 av-
erage 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 as-
sets on the next $1 billion and .60% of such Fund's average daily net assets
in excess of $2 billion.

38
<PAGE>

EXHIBIT C

(LANGUAGE TO BE DELETED IS IN [BRACKETS] AND LANGUAGE TO BE ADDED IS
UNDERLINED.
----------

SUBADVISORY AGREEMENT

SELIGMAN GROWTH 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 "Man-
ager") 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 Growth Fund, Inc. (the "Fund"), an open-end diversi-
fied management investment company registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), pursuant to which the Manager will ren-
der 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 in-
vestment management services with respect to assets of the Fund if, and to the
extent, designated by the Manager (such designated assets, "Qualifying As-
sets"). Such services shall include investment research, advice and supervi-
sion, 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 re-
quirements 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 mis-
feasance, bad faith or gross negligence in the performance of its duties or by
reason of reckless disregard of its obligations and duties under this Agree-
ment.

39
<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 Qualify-
ing 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 .70% of the Funds average
------------------------------------------------------------
daily net assets on the first $1,000,000,000 of net assets,
-----------------------------------------------------------
.65% of the Funds average daily net assets on the next
------------------------------------------------------
$1,000,000,000 and .60% of the Funds average daily net assets
-------------------------------------------------------------
in excess of $2,000,000,000 [the amount (expressed as a per-
---------------------------
centage and rounded to the nearest one millionth of one per-
cent) 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 invest-
ment 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 Quali-
fying 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.

40
<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 re-
search and security and economic analysis provided by brokers who execute bro-
kerage transactions at a higher cost to the Fund than may result when allocat-
ing 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 serv-
ices 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 deal-
er'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 ap-
proving the payment by the Fund of additional compensation to others for con-
sulting 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 continu-
-
ance 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 pay-
ment of penalty by the Fund, on 60 days' written notice to the Subadviser by
vote of the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund (as defined by the

41
<PAGE>

1940 Act). This Agreement will automatically terminate in the event of its as-
signment (as defined by the 1940 Act) or upon the termination of the Manage-
ment 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 ac-
cordance with the laws of the State of New York. Anything herein to the con-
trary notwithstanding, this Agreement shall not be construed to require, or to
impose any duty upon either of the parties, to do anything in violation of any
applicable laws or regulations.

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

J. & W. SELIGMAN & CO. INCORPORATED

BY ________________________________________

SELIGMAN HENDERSON CO.

BY ________________________________________

42
<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 Growth Fund,
Inc. and the other investment companies which have investment objectives simi-
lar to Seligman Growth 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 serv-
ices 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 ex-
cess of $8 billion for Seligman Capital Fund, Inc. The Fee Base equals of the
aggregate net assets of all of the investment companies managed by the Manag-
er. With respect to Seligman Communications and Information Fund, Inc. and Se-
ligman 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 compa-
nies to be calculated 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.

43
<PAGE>

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.

44
<PAGE>

SELIGMAN GROWTH FUND, INC.
Managed by

[LOGO] J&WS
J. & W. Seligman & Co.
incorporated
investment managers and advisors
established 1864
100 Park Avenue, New York, NY 10017

SELIGMAN
GROWTH
FUND, INC.

Notice of Special Meeting of Shareholders andProxy 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 requires no postage if
mailed in the United States.

[LOGO] J&WS
<PAGE>

PROXY
SELIGMAN GROWTH 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 GROWTH 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.
</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