SELIGMAN TAX EXEMPT FUND SERIES INC
485BPOS, 1995-02-02
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                                                                File No. 2-86008
                                                                        811-3828



   
    As filed with the Securities and Exchange Commission on February 1, 1995

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM N-1A

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           |_|

                  Pre-Effective Amendment No. __                            |_|

                  Post-Effective Amendment No. 28                           |X|

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    |_|

                  Amendment No. 27                                          |X|


                     SELIGMAN TAX-EXEMPT FUND SERIES, INC.
               (Exact name of registrant as specified in charter)


                   100 PARK AVENUE, NEW YORK, NEW YORK 10017
                    (Address of principal executive offices)


                 Registrant's Telephone Number: 212-850-1864 or
                             Toll-Free 800-221-2450


                           THOMAS G. ROSE, Treasurer
                                100 Park Avenue
                            New York, New York 10017
                    (Name and address of agent for service)


         It is  proposed  that this  filing  will  become  effective  (check the
appropriate box).


|_|   immediately upon filing pursuant to paragraph (b) of rule 485

|X|   on February 1, 1995 pursuant to paragraph (b) of rule 485

|_|   60 days after filing pursuant to paragraph (a)(i) of rule 485

|_|   on (date) pursuant to paragraph (a)(i) of rule 485

|_|   75 days after filing pursuant to paragraph (a)(ii) of rule 485

|_|   on (date) pursuant to paragraph (a)(ii) of rule 485.


If appropriate, check the following box:

|_|    This  post-effective  amendment  designates  a new  effective  date for a
       previously filed post-effective amendment.

         Registrant has registered an indefinite  amount of securities under the
Securities Act of 1933 pursuant to Rule  24f-2(a)(1) and a Rule 24f-2 Notice was
filed by Registrant on November 29, 1994.

    


<PAGE>


   
                             CROSS REFERENCE SHEET
                        POST-EFFECTIVE AMENDMENT NO. 28
                            Pursuant to Rule 481(a)
<TABLE>
<CAPTION>

       Item in Part A of Form N-1A                    Location in Prospectus
       ---------------------------                    ----------------------
<S>                                                   <C>
1.     Cover Page                                     Cover Page

2.     Synopsis                                       Summary of Series' Expenses

3.     Condensed Financial Information                Financial Highlights

4.     General Description of Registrant              Cover Page; Organization and Capitalization

5.     Management of the Fund                         Management Services

6.     Capital Stock and Other Securities             Cover Page; Organization and Capitalization

7.     Purchase of Securities Being Offered           Alternative Distribution System; Purchase of Shares; Administration,
                                                      Shareholder Services and Distribution Plan

8.     Redemption or Repurchase                       Telephone Transactions; Redemption of Shares; Exchange Privilege; Further
                                                      Information About Transactions In The Funds

9.     Pending Legal Proceedings                      Not Applicable

<CAPTION>
Item in Part B of Form N-1A                           Location in Statement of Additional Information
- ---------------------------                           -----------------------------------------------
<S>                                                   <C>
10.    Cover Page                                     Cover Page

11.    Table Of Contents                              Table Of Contents

12.    General Information and History                General Information; Organization and Capitalization (Prospectus)

13.    Investment Objectives and Policies             Investment Objectives, Policies And Risks;  Investment Limitations

14.    Management of the Fund                         Management And Expenses

15.    Control Persons and Principal                  Directors and Officers; General Information
       Holders of Securities

16.    Investment Advisory and Other Services         Management And Expenses; Distribution Services

17.    Brokerage Allocations                          Portfolio Transactions; Administration, Shareholder Services and Distribution
                                                      Plan

18.    Capital Stock and Other Securities             General Information; Organization and Capitalization (Prospectus)

19.    Purchase, Redemption and Pricing of            Purchase and Redemption of Fund Shares; Valuation
       Securities

20.    Tax Status                                     More About Taxes; Appendix B

21.    Underwriters                                   Distribution Services

22.    Calculation of Performance Data                Performance Information

23.    Financial Statements                           Financial Statements

</TABLE>

    

<PAGE>

   
                   SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC.
                  SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES
                     SELIGMAN TAX-EXEMPT FUND SERIES, INC.


National  Tax-Exempt  Series,  Colorado  Tax-Exempt  Series,  Georgia Tax-Exempt
Series,  Louisiana Tax-Exempt Series, Maryland Tax-Exempt Series,  Massachusetts
Tax-Exempt  Series,  Michigan  Tax-Exempt Series,  Minnesota  Tax-Exempt Series,
Missouri Tax-Exempt Series, New York Tax-Exempt Series, Ohio Tax-Exempt Series,
         Oregon Tax-Exempt Series and South Carolina Tax-Exempt Series

                        SELIGMAN TAX-EXEMPT SERIES TRUST

 California Tax-Exempt High-Yield Series, California Tax-Exempt Quality Series,
         Florida Tax-Exempt Series and North Carolina Tax-Exempt Series

                   100 Park Avenue   o   New York, N.Y. 10017
                    New York City Telephone: (212) 850-1864
       Toll-Free Telephone: (800) 221-2450--all continental United States

                                                                February 1, 1995

     This prospectus  offers shares of nineteen  different series (the "Series")
which include Seligman New Jersey Tax-Exempt Fund, Inc. (the "New Jersey Fund"),
Seligman Pennsylvania Tax-Exempt Fund Series (the "Pennsylvania Fund"), National
Tax-Exempt Series (the "National  Series") and twelve individual state Series of
Seligman  Tax-Exempt  Fund  Series,  Inc.  (the  "Tax-Exempt  Fund"),  and  four
individual  state Series of Seligman  Tax-Exempt  Series Trust (the  "Tax-Exempt
Trust" and collectively  with the New Jersey Fund, the Pennsylvania Fund and the
Tax-Exempt Fund, the "Funds"). Each of the Funds is a non-diversified,  open-end
management investment company.

     The Tax-Exempt Fund offers the following state Series:  Colorado Tax-Exempt
Series,  Georgia  Tax-Exempt  Series,   Louisiana  Tax-Exempt  Series,  Maryland
Tax-Exempt Series,  Massachusetts Tax-Exempt Series, Michigan Tax-Exempt Series,
Minnesota  Tax-Exempt  Series,  Missouri  Tax-Exempt Series, New York Tax-Exempt
Series,  Ohio Tax-Exempt  Series,  Oregon  Tax-Exempt  Series and South Carolina
Tax-Exempt  Series  (collectively,  the  "Tax-Exempt  Fund State  Series").  The
Tax-Exempt  Trust  offers the  following  state  Series:  California  Tax-Exempt
Quality Series,  California  Tax-Exempt  High-Yield  Series,  Florida Tax-Exempt
Series and the North Carolina Tax-Exempt Series  (collectively,  the "Tax-Exempt
Trust State Series", and together with the Tax-Exempt Fund State Series, the New
Jersey Fund and the Pennsylvania Fund, the "State Series").

     The New Jersey Fund seeks to maximize income exempt from federal income tax
and New Jersey personal  income tax consistent with  preservation of capital and
with  consideration  given to  opportunities  for capital  gain by  investing in
investment grade New Jersey tax-exempt  securities.  Throughout this Prospectus,
the New Jersey Gross Income Tax is referred to as the New Jersey personal income
tax.

                                                   (continued on following page)
    

SHARES  IN  THE  FUNDS  ARE  NOT  DEPOSITS  OR OBLIGATIONS OF, OR GUARANTEED OR
  ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
    DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
                                  AGENCY.

THESE  SECURITIES HAVE  NOT BEEN  APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES   COMMISSION  NOR  HAS  THE
    SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION
      PASSED  UPON  THE  ACCURACY  OR  ADEQUACY  OF THIS  PROSPECTUS.  ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

       

<PAGE>



   
     The  Pennsylvania  Fund seeks to provide a high level of income exempt from
federal and Pennsylvania income taxes consistent with preservation of capital by
investing primarily in Pennsylvania  tax-exempt securities rated within the four
highest  rating  categories  of Moody's  Investors  Service  ("Moody's")  and/or
Standard  &  Poor's  Corporation   ("S&P").   Capital   appreciation  is  not  a
consideration  in the  selection  of  investments.  The Fund may also  invest in
Pennsylvania  tax-exempt  securities  that are unrated  but are  believed by the
Manager (as  defined  below) to be of  comparable  quality to  securities  rated
within the four highest rating categories.

     The Tax-Exempt  Fund's National  Tax-Exempt  Series seeks to provide to its
shareholders  maximum  income  exempt from  federal  income  taxes to the extent
consistent  with  preservation  of  capital  and  with  consideration  given  to
opportunities  for capital gain by investing in investment  grade securities the
interest on which is exempt from federal income taxes. The investment  objective
of each of the  individual  Tax-Exempt  Fund State Series is to maximize  income
exempt from federal  income taxes and from personal  income taxes in that state,
consistent  with the  preservation  of capital and with  consideration  given to
opportunities  for capital  gain by  investing in  investment  grade  tax-exempt
securities of the designated state, its political  subdivisions,  municipalities
and public authorities.

     The Tax-Exempt  Trust State Series,  except for the  California  Tax-Exempt
High-Yield  Series,  each seek high income exempt from federal  income taxes and
from personal income taxes in their  respective  state (other than Florida which
does not incur an individual income tax) consistent with preservation of capital
and with  consideration  given to capital gain, by investing in the four highest
credit  rating  categories  (or three  highest  with  respect to the  California
Tax-Exempt Quality Series) of Moody's and/or S&P.

     The  California  Tax-Exempt  High-Yield  Series seeks the maximum amount of
tax-exempt income consistent with preservation of capital and with consideration
given to capital gain by investing primarily in California tax-exempt securities
that are rated in the medium and lower rating  categories of Moody's  and/or S&P
or which are unrated.  Such  securities  generally  offer a higher current yield
than  those in the higher  rating  categories  but also  involve  greater  price
volatility and risk of loss of principal and income.  The California  Tax-Exempt
High-Yield  Series  invests  primarily in high-yield,  high risk  securities and
therefore may not be suitable for all investors.

     There can be no assurance that a Series will achieve its objective.

     Investment advisory and management services are provided to the Funds by J.
& W. Seligman & Co.  Incorporated (the "Manager") and each Fund's distributor is
Seligman  Financial  Services,  Inc.,  an affiliate of the Manager.  Each Series
offers  two  classes of  shares.  Class A shares are sold  subject to an initial
sales load of up to 4.75% and an annual service fee currently  charged at a rate
of up to .25 of 1% of the  average  daily net asset value of the Class A shares.
Class D shares  are sold  without  an  initial  sales  load but are  subject  to
contingent  deferred sales loads of 1% imposed on certain redemptions within one
year of purchase,  an annual  distribution  fee of up to .75 of 1% and an annual
service fee of up to .25 of 1% of the average daily net asset value of the Class
D shares.  See  "Alternative  Distribution  System." Shares of the Series may be
purchased through any authorized investment dealer.

     This Prospectus sets forth concisely the information a prospective investor
should know about the Funds and each individual Series before investing.  Please
read it carefully before you invest and keep it for future reference. Additional
information  about the Funds,  including a Statement of Additional  Information,
has been filed with the  Securities  and  Exchange  Commission.  A Statement  of
Additional  Information  for each Series is  available  upon request and without
charge by calling or writing the Funds at the  telephone  numbers or the address
set forth above. Each Statement of Additional Information is dated the same date
as this Prospectus and is incorporated herein by reference in its entirety.
    


                                       2

<PAGE>

   
                            SUMMARY OF FUND EXPENSES

     The  purpose  of this table is to assist  investors  in  understanding  the
various  costs and  expenses  which  shareholders  of a Series bear  directly or
indirectly.  The sales load on Class A shares is a one-time  charge  paid at the
time of purchase of shares.  Reductions  in sales loads are available in certain
circumstances.  The CDSL on Class D shares  is a  one-time  charge  paid only if
shares are redeemed within one year of purchase. For more information concerning
reduction in sales loads and for more complete descriptions of the various costs
and expenses see "Purchase Of Shares,"  "Redemption  Of Shares" and  "Management
Services"  herein.  Each  Series'   Administration,   Shareholder  Services  and
Distribution  Plan to which the caption "12b-1 Fees" relates is discussed  under
"Administration, Shareholder Services And Distribution Plan" herein.

<TABLE>
<CAPTION>
                                             NJ FUND                    PA FUND           
                                   --------------------------  -------------------------- 
                                     Class A       Class D       Class A       Class D    
                                      Shares        Shares        Shares        Shares     
                                   ------------  ------------  ------------  ------------  
                                     (Initial     (Deferred      (Initial     (Deferred    
                                    Sales Load    Sales Load    Sales Load    Sales Load   
                                   Alternative)  Alternative)  Alternative)  Alternative)  

<S>                                     <C>           <C>          <C>            <C>
Shareholder Transaction Expenses
  Maximum Sales Load Imposed on
  Purchases (as percentage of
  offering price)................       4.75%         None         4.75%          None     
  Sales Load on Reinvested Dividends     None         None          None          None     
  Deferred Sales Load (as percentage
    of original price or redemption
    proceeds, whichever is lower)        None        1% during      None         1% during 
                                               the first year,             the first year, 
                                                          None                        None 
                                                    thereafter                  thereafter 

  Redemption Fees................        None         None          None          None     
  Exchange Fees..................        None         None          None          None     

                                       Class A      Class D*      Class A       Class D*   
                                    ------------  ------------  ------------  ------------  
Annual Series Operating Expenses 
  for Fiscal Year Ended September 30,
  1994 (as percentage of average net
  assets)
    Management Fees..............        .33%+        .38%+         .50%          .50%     
    12b-1 Fees...................        .23         1.00**         .22          1.00**    
    Other Expenses...............        .34          .37           .44           .50      
                                         ---         ----          ----          ----      
    Total Series Operating Expenses      .90%        1.75%         1.16%         2.00%     
                                         ===         ====          ====          ====      

</TABLE>
<TABLE>
<CAPTION>
                                            NAT'L SERIES                 CO SERIES
                                   --------------------------  --------------------------
                                     Class A       Class D       Class A       Class D   
                                      Shares        Shares        Shares        Shares   
                                   ------------  ------------  ------------  ------------
                                     (Initial     (Deferred      (Initial     (Deferred  
                                    Sales Load    Sales Load    Sales Load    Sales Load 
                                   Alternative)  Alternative)  Alternative)  Alternative)

<S>                                     <C>     <C>                <C>      <C>
Shareholder Transaction Expenses
  Maximum Sales Load Imposed on
  Purchases (as percentage of
  offering price)................       4.75%         None          4.75%         None
  Sales Load on Reinvested Dividends     None         None           None         None
  Deferred Sales Load (as percentage
    of original price or redemption
    proceeds, whichever is lower)        None         1% during      None         1% during
                                                the first year,             the first year,
                                                           None                        None
                                                     thereafter                  thereafter

  Redemption Fees................        None         None           None        None
  Exchange Fees..................        None         None           None        None

                                       Class A      Class D*       Class A     Class D*
                                    ------------  ------------  ------------  ------------  
Annual Series Operating Expenses 
  for Fiscal Year Ended September 30,
  1994 (as percentage of average net
  assets)
    Management Fees..............        .50%         .50%           .50%        .50%
    12b-1 Fees...................        .08         1.00**          .09        1.00**
    Other Expenses...............        .27          .26            .27         .28
                                         ---         ----            ---        ----
    Total Series Operating Expenses      .85%        1.76%           .86%       1.78%
                                         ===         ====            ===        ====
</TABLE>

     In fiscal 1994, the Manager, in its discretion, waived a portion of its fee
from the New Jersey  Fund.  The  management  fee listed in the table for the New
Jersey Fund is net of voluntary  fee waiver for the Series.  Absent such waiver,
the  management  fee would have been .50% of the Fund's average daily net assets
and total  operating  expenses  for Class A shares of the New Jersey  Fund would
have been 1.07%.  Annualized total operating  expenses for Class D shares of the
New Jersey  Fund  would  have been  1.87%.  There can be no  assurance  that the
Manager will agree to waive any of its fee in future periods.

     The following  example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown and the
5% used in this example is a hypothetical rate.

<TABLE>
<CAPTION>
                                             NJ FUND                PA FUND             NAT'L SERIES              CO SERIES
                                        ------------------     ------------------     ------------------     ------------------
Example                                 Class A   Class D*     Class A   Class D*     Class A   Class D*     Class A   Class D*
- -------                                 -------   --------     -------   --------     -------   --------     -------   --------
<S>                                      <C>       <C>          <C>       <C>          <C>       <C>          <C>       <C>   
An investor would pay the following
  expenses on a $1,000 investment,
  assuming (1) 5% annual return
  and (2) redemption at the end of
  each time period:
                1 year ............      $ 56      $ 28++       $ 59      $ 30++       $ 56      $ 28++       $ 56      $ 28++
                3 years ...........        75        55           83        63           73        55           74        56
                5 years ...........        95        95          108       108           92        95           93        96
               10 years ...........       153       206          182       233          147       207          149       209

</TABLE>

- ------------
  * Annualized.  Based on actual expenses incurred by the Series' Class D shares
    for the period February 1, 1994 (commencement of offering of Class D shares)
    through September 30, 1994.

 ** Includes an annual  distribution  fee of .75 of 1% and an annual service fee
    of .25 of 1% (collectively,  "distribution  fee").  Pursuant to Rules of the
    National  Association of Securities  Dealers,  Inc., the aggregate  deferred
    sales  loads and annual  distribution  fees on Class D shares of each Series
    may not exceed  6.25% of total gross sales,  subject to certain  exclusions.
    The  6.25%  limitation  is  imposed  on  the  Series  rather  than  on a per
    shareholder  basis.  Therefore,  a long-term Class D shareholder of a Series
    may pay more in total sales  loads  (including  distribution  fees) than the
    economic equivalent of 6.25% of such shareholder's investment in the shares.

  + Net of fees waived.

 ++ Assuming (1) 5% annual  return and (2) no redemption at the end of one year,
    the expenses on a $1,000 investment would be: NJ--$18;  PA--$20; NATL --$18;
    CO--$18.
    

                                       3

<PAGE>
   

                                        SUMMARY OF FUND EXPENSES--(continued)

<TABLE>
<CAPTION>

                                            GA SERIES                      LA SERIES 
                                   -----------------------------  -----------------------------
                                     Class A          Class D       Class A          Class D   
                                      Shares           Shares        Shares           Shares   
                                   ------------     ------------  ------------     ------------
                                     (Initial        (Deferred      (Initial        (Deferred  
                                    Sales Load       Sales Load    Sales Load       Sales Load 
                                   Alternative)     Alternative)  Alternative)     Alternative)

<S>                                     <C>               <C>          <C>               <C>
Shareholder Transaction Expenses
  Maximum Sales Load Imposed on
  Purchases (as percentage of
  offering price).................      4.75%             None         4.75%             None        
  Sales Load on Reinvested Dividends     None             None          None             None       
  Deferred Sales Load (as percentage
    of original price or redemption
    proceeds, whichever is lower).       None        1% during          None        1% during    
                                                the first year,                the first year,    
                                                          None                           None    
                                                    thereafter                     thereafter    
  Redemption Fees.................       None             None          None             None       
  Exchange Fees...................       None             None          None             None       

                                       Class A         Class D*       Class A         Class D*
                                   ------------     ------------  ------------     ------------
Annual Series  Operating
  Expenses for Fiscal Year 
  Ended  September 30, 1994
  (as percentage of average net assets)

   Management Fees ...............        .30%+            .36%+         .50%             .50%     
   12b-1 Fees ....................        .10             1.00**         .10             1.00**    
   Other Expenses ................        .33              .40           .27              .28      
                                          ---             ----           ---             ----      
   Total Series Operating
     Expenses ....................        .73%            1.76%          .87%            1.78%     
                                          ===             ====           ===             ====      

</TABLE>
<TABLE>
<CAPTION>

                                            MD SERIES                      MA SERIES              
                                   -----------------------------  -----------------------------
                                     Class A          Class D       Class A          Class D   
                                      Shares           Shares        Shares           Shares   
                                   ------------     ------------  ------------     ------------
                                     (Initial        (Deferred      (Initial        (Deferred  
                                    Sales Load       Sales Load    Sales Load       Sales Load 
                                   Alternative)     Alternative)  Alternative)     Alternative)

<S>                                     <C>               <C>          <C>               <C>
Shareholder Transaction Expenses
  Maximum Sales Load Imposed on
  Purchases (as percentage of
  offering price).................      4.75%             None         4.75%             None        
  Sales Load on Reinvested Dividends     None             None          None             None       
  Deferred Sales Load (as percentage
    of original price or redemption
    proceeds, whichever is lower).       None        1% during          None        1% during    
                                                the first year,                the first year,    
                                                          None                           None    
                                                    thereafter                     thereafter    
  Redemption Fees.................       None             None          None             None       
  Exchange Fees...................       None             None          None             None       

                                       Class A         Class D*       Class A         Class D*
                                   ------------     ------------  ------------     ------------
Annual Series  Operating
  Expenses for Fiscal Year 
  Ended  September 30, 1994
  (as percentage of average net assets)

   Management Fees ...............        .50%             .50%          .50%             .50%     
   12b-1 Fees ....................        .09             1.00**         .09             1.00**    
   Other Expenses ................        .33              .30           .26              .28      
                                          ---             ----           ---             ----      
   Total Series Operating
     Expenses ....................        .92%            1.80%          .85%            1.78%     
                                          ===             ====           ===             ====      
    
</TABLE>

     In fiscal 1994, the Manager, in its discretion, waived a portion of its fee
from the Georgia Series.  The management fee listed in the table for the Georgia
Series is net of voluntary  fee waiver for the Series.  Absent such waiver,  the
management fee would have been .50% of the Series'  average daily net assets and
total  operating  expenses  for Class A shares of the Georgia  Series would have
been .93%. Annualized total operating expenses for Class D shares of the Georgia
Series would have been 1.90%.  There can be no  assurance  that the Manager will
agree to waive any of its fee in future periods.

     The following  example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown and the
5% used in this example is a hypothetical rate.

<TABLE>
<CAPTION>
                                             GA FUND                LA FUND               MD SERIES              MA SERIES
                                        ------------------     ------------------     ------------------     ------------------
Example                                 Class A   Class D*     Class A   Class D*     Class A   Class D*     Class A   Class D*
- -------                                 -------   --------     -------   --------     -------   --------     -------   --------
<S>                                      <C>       <C>          <C>       <C>          <C>       <C>          <C>       <C>   
An investor would pay the following
  expenses on a $1,000 investment,
  assuming (1) 5% annual return
  and (2) redemption at the end of
  each time period:
                1 year ............      $ 55      $ 28++       $ 56      $ 28++       $ 56      $ 28++       $ 56      $ 28++
                3 years ...........        70        55           74        56           75        57           73        56
                5 years ...........        86        95           93        96           96        97           92        96
               10 years ...........       134       207          150       209          155       212          147       209

</TABLE>

- ------------
  * Annualized.  Based on actual expenses  incurred by the Fund's Class D shares
    for the period February 1, 1994 (commencement of offering of Class D shares)
    through September 30, 1994.

 ** Includes an annual  distribution  fee of .75 of 1% and an annual service fee
    of .25 of 1% (collectively,  "distribution  fee").  Pursuant to Rules of the
    National  Association of Securities  Dealers,  Inc., the aggregate  deferred
    sales  loads and annual  distribution  fees on Class D shares of each Series
    may not exceed  6.25% of total gross sales,  subject to certain  exclusions.
    The  6.25%  limitation  is  imposed  on  the  Series  rather  than  on a per
    shareholder  basis.  Therefore,  a long-term Class D shareholder of a Series
    may pay more in total sales  loads  (including  distribution  fees) than the
    economic equivalent of 6.25% of such shareholder's investment in the shares.

  + Net of fees waived.

 ++ Assuming (1) 5% annual return and (2) no redemption at the end of one year,
    the expenses on a $1,000 investment would be: GA--$18; LA--$18; MD --$18; 
    MA--$18.

    


                                       4
<PAGE>
   

                                        SUMMARY OF FUND EXPENSES--(continued)
<TABLE>
<CAPTION>


                                            MI SERIES                      MN SERIES 
                                   -----------------------------  -----------------------------
                                     Class A         Class D       Class A          Class D   
                                      Shares           Shares        Shares           Shares   
                                   ------------     ------------  ------------     ------------
                                     (Initial        (Deferred      (Initial        (Deferred  
                                    Sales Load       Sales Load    Sales Load       Sales Load 
                                   Alternative)     Alternative)  Alternative)     Alternative)

<S>                                     <C>               <C>          <C>               <C>
Shareholder Transaction Expenses
  Maximum Sales Load Imposed on
  Purchases (as percentage of
  offering price).................      4.75%             None         4.75%             None        
  Sales Load on Reinvested Dividends     None             None          None             None       
  Deferred Sales Load (as percentage
    of original price or redemption
    proceeds, whichever is lower).       None        1% during          None        1% during    
                                                the first year,                the first year,    
                                                          None                           None    
                                                    thereafter                     thereafter    
  Redemption Fees.................       None             None          None             None       
  Exchange Fees...................       None             None          None             None       

                                       Class A         Class D*       Class A         Class D*
                                    ------------     ------------  ------------     ------------
Annual Series  Operating
  Expenses for Fiscal Year 
  Ended  September 30, 1994
  (as percentage of average 
   net assets)

   Management Fees ...............        .50%             .50%          .50%             .50%     
   12b-1 Fees ....................        .10             1.00**         .10             1.00**    
   Other Expenses ................        .24              .25           .25              .24      
                                          ---             ----           ---             ----      
   Total Series Operating
     Expenses ....................        .84%            1.75%          .85%            1.74%     
                                          ===             ====           ===             ====      

</TABLE>
<TABLE>
<CAPTION>

                                            MO SERIES                      NY SERIES              
                                   -----------------------------  -----------------------------
                                     Class A          Class D       Class A          Class D   
                                      Shares           Shares        Shares           Shares   
                                   ------------     ------------  ------------     ------------
                                     (Initial        (Deferred      (Initial        (Deferred  
                                    Sales Load       Sales Load    Sales Load       Sales Load 
                                   Alternative)     Alternative)  Alternative)     Alternative)

<S>                                     <C>               <C>          <C>               <C>
Shareholder Transaction Expenses
  Maximum Sales Load Imposed on
  Purchases (as percentage of
  offering price).................      4.75%             None         4.75%             None        
  Sales Load on Reinvested Dividends     None             None          None             None       
  Deferred Sales Load (as percentage
    of original price or redemption
    proceeds, whichever is lower).       None        1% during          None        1% during    
                                                the first year,                the first year,    
                                                          None                           None    
                                                    thereafter                     thereafter    
  Redemption Fees.................       None             None          None             None       
  Exchange Fees...................       None             None          None             None       

                                       Class A         Class D*       Class A         Class D*
                                   ------------     ------------  ------------     ------------
Annual Series  Operating
  Expenses for Fiscal Year 
  Ended  September 30, 1994
  (as percentage of average
   net assets)

   Management Fees ...............        .36%+             .40%+         .50%             .50%     
   12b-1 Fees ....................        .09              1.00**         .08             1.00**    
   Other Expenses ................        .29               .30           .29              .31      
                                          ---              ----           ---             ----      
   Total Series Operating
     Expenses ....................        .74%             1.70%          .87%            1.81%     
                                          ===              ====           ===             ====      
    
</TABLE>

     In fiscal 1994, the Manager, in its discretion, waived a portion of its fee
from the  Missouri  Series.  The  management  fee  listed  in the  table for the
Missouri  Series is net of  voluntary  fee waiver for the  Series.  Absent  such
waiver, the management fee would have been .50% of the Series' average daily net
assets and total  operating  expenses for Class A shares of the Missouri  Series
would have been .88%.  Annualized total operating expenses for Class D shares of
the Missouri  Series would have been 1.80%.  There can be no assurance  that the
Manager will agree to waive any of its fee in future periods.

     The following  example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown and the
5% used in this example is a hypothetical rate.

<TABLE>
<CAPTION>
                                             MI FUND                MN FUND               MO SERIES              NY SERIES
                                        ------------------     ------------------     ------------------     ------------------
Example                                 Class A   Class D*     Class A   Class D*     Class A   Class D*     Class A   Class D*
- -------                                 -------   --------     -------   --------     -------   --------     -------   --------
<S>                                      <C>       <C>          <C>       <C>          <C>       <C>          <C>       <C>   
An investor would pay the following
  expenses on a $1,000 investment,
  assuming (1) 5% annual return
  and (2) redemption at the end of
  each time period:
                1 year ............      $ 56      $ 28++       $ 56      $ 28++       $ 55      $ 27++       $ 56      $ 28++
                3 years ...........        73        55           73        55           70        54           74        57
                5 years ...........        92        95           92        94           87        92           93        98
               10 years ...........       146       206          147       205          135       201          150       213

</TABLE>

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

  * Annualized.  Based on actual expenses  incurred by the Fund's Class D shares
    for the period February 1, 1994 (commencement of offering of Class D shares)
    through September 30, 1994.

 ** Includes an annual  distribution  fee of .75 of 1% and an annual service fee
    of .25 of 1% (collectively,  "distribution  fee").  Pursuant to Rules of the
    National  Association of Securities  Dealers,  Inc., the aggregate  deferred
    sales  loads and annual  distribution  fees on Class D shares of each Series
    may not exceed  6.25% of total gross sales,  subject to certain  exclusions.
    The  6.25%  limitation  is  imposed  on  the  Series  rather  than  on a per
    shareholder  basis.  Therefore,  a long-term Class D shareholder of a Series
    may pay more in total sales  loads  (including  distribution  fees) than the
    economic equivalent of 6.25% of such shareholder's investment in the shares.

  + Net of fees waived.

 ++ Assuming (1) 5% annual return and (2) no redemption at the end of one year,
    the expenses on a $1,000  investment would be: MI--$18;  MN--$18;  MO--$17;
    NY--$18


    


                                       5
<PAGE>
   

                                        SUMMARY OF FUND EXPENSES--(continued)

<TABLE>
<CAPTION>


                                            OH SERIES                      OR SERIES 
                                   -----------------------------  -----------------------------
                                     Class A         Class D       Class A          Class D   
                                      Shares           Shares        Shares           Shares   
                                   ------------     ------------  ------------     ------------
                                     (Initial        (Deferred      (Initial        (Deferred  
                                    Sales Load       Sales Load    Sales Load       Sales Load 
                                   Alternative)     Alternative)  Alternative)     Alternative)

<S>                                     <C>               <C>          <C>               <C>
Shareholder Transaction Expenses
  Maximum Sales Load Imposed on
  Purchases (as percentage of
  offering price).................      4.75%             None         4.75%             None        
  Sales Load on Reinvested Dividends     None             None          None             None       
  Deferred Sales Load (as percentage
    of original price or redemption
    proceeds, whichever is lower).       None        1% during          None        1% during    
                                                the first year,                the first year,    
                                                          None                           None    
                                                    thereafter                     thereafter    
  Redemption Fees.................       None             None          None             None       
  Exchange Fees...................       None             None          None             None       

                                       Class A         Class D*       Class A         Class D*
                                    ------------     ------------  ------------     ------------
Annual Series  Operating
  Expenses for Fiscal Year 
  Ended  September 30, 1994
  (as percentage of average net assets)

   Management Fees ...............        .50%             .50%          .39%+            .40%+     
   12b-1 Fees ....................        .10             1.00**         .10             1.00**    
   Other Expenses ................        .24              .28           .29              .32      
                                          ---             ----           ---             ----      
   Total Series Operating
     Expenses ....................        .84%            1.78%          .78%            1.72%     
                                          ===             ====           ===             ====      

</TABLE>
<TABLE>
<CAPTION>
                                                                                CA
                                            SC SERIES                    HIGH-YIELD SERIES              
                                   -----------------------------  -----------------------------
                                     Class A          Class D       Class A          Class D   
                                      Shares           Shares        Shares           Shares   
                                   ------------     ------------  ------------     ------------
                                     (Initial        (Deferred      (Initial        (Deferred  
                                    Sales Load       Sales Load    Sales Load       Sales Load 
                                   Alternative)     Alternative)  Alternative)     Alternative)

<S>                                     <C>               <C>          <C>               <C>
Shareholder Transaction Expenses
  Maximum Sales Load Imposed on
  Purchases (as percentage of
  offering price).................      4.75%             None         4.75%             None        
  Sales Load on Reinvested Dividends     None             None          None             None       
  Deferred Sales Load (as percentage
    of original price or redemption
    proceeds, whichever is lower).       None        1% during          None        1% during    
                                                the first year,                the first year,    
                                                          None                           None    
                                                    thereafter                     thereafter    
  Redemption Fees.................       None             None          None             None       
  Exchange Fees...................       None             None          None             None       

                                       Class A         Class D*       Class A         Class D*
                                    ------------     ------------  ------------     ------------
Annual Series  Operating
  Expenses for Fiscal Year 
  Ended  September 30, 1994
  (as percentage of average
   net assets)

   Management Fees ...............        .50%              .50%          .50%             .50%     
   12b-1 Fees ....................        .10              1.00**         .09             1.00**    
   Other Expenses ................        .23               .24           .26              .24      
                                          ---              ----           ---             ----      
   Total Series Operating
     Expenses ....................        .83%             1.74%          .85%            1.74%     
                                          ===              ====           ===             ====      
    
</TABLE>

     In fiscal 1994,  the Manager,  in its  discretion,  waived a portion of its
fees from the  Oregon  Series.  The  management  fee listed in the table for the
Oregon Series is net of voluntary fee waiver for the Series. Absent such waiver,
the management fee would have been .50% of the Series'  average daily net assets
and total operating  expenses for Class A shares of the Oregon Series would have
been .89%.  Annualized total operating expenses for Class D shares of the Oregon
Series would have been 1.82%.  There can be no  assurance  that the Manager will
agree to waive any of its fee in future periods.

     The following  example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown and the
5% used in this example is a hypothetical rate.


<TABLE>
<CAPTION>
                                                                                                                     CA      
                                             OH FUND                OR FUND               SC SERIES           HIGH-YIELD SERIES
                                        ------------------     ------------------     ------------------     ------------------
Example                                 Class A   Class D*     Class A   Class D*     Class A   Class D*     Class A   Class D*
- -------                                 -------   --------     -------   --------     -------   --------     -------   --------
<S>                                      <C>       <C>          <C>       <C>          <C>       <C>          <C>       <C>   
An investor would pay the following
  expenses on a $1,000 investment,
  assuming (1) 5% annual return
  and (2) redemption at the end of
  each time period:
                1 year ............      $ 56      $ 28++       $ 55      $ 27++       $ 56      $ 28++       $ 56      $ 28++
                3 years ...........        73        56           71        54           73        55           73        55
                5 years ...........        92        96           89        93           91        94           92        94
               10 years ...........       146       209          140       203          145       205          147       205

</TABLE>

- ------------
  * Annualized.  Based on actual expenses  incurred by the Fund's Class D shares
    for the period February 1, 1994 (commencement of offering of Class D shares)
    through September 30, 1994.

 ** Includes an annual  distribution  fee of .75 of 1% and an annual service fee
    of .25 of 1% (collectively,  "distribution  fee").  Pursuant to Rules of the
    National  Association of Securities  Dealers,  Inc., the aggregate  deferred
    sales  loads and annual  distribution  fees on Class D shares of each Series
    may not exceed  6.25% of total gross sales,  subject to certain  exclusions.
    The  6.25%  limitation  is  imposed  on  the  Series  rather  than  on a per
    shareholder  basis.  Therefore,  a long-term Class D shareholder of a Series
    may pay more in total sales  loads  (including  distribution  fees) than the
    economic equivalent of 6.25% of such shareholder's investment in the shares.

  + Net of fees waived.

 ++ Assuming (1) 5% annual return and (2) no redemption at the end of one year,
    the expenses on a $1,000  investment would be: OH--$18;  OR--$17;  SC--$18;
    CA: High-Yield--$18

    



                                       6
<PAGE>
   

                                        SUMMARY OF FUND EXPENSES--(continued)

<TABLE>
<CAPTION>


                                         CA QUALITY SERIES                 FL SERIES                          NC SERIES
                                   -----------------------------  -----------------------------     -----------------------------
                                     Class A          Class D       Class A          Class D          Class A          Class D   
                                      Shares           Shares        Shares           Shares           Shares           Shares   
                                   ------------     ------------  ------------     ------------    ------------     ------------
                                     (Initial        (Deferred      (Initial        (Deferred         (Initial        (Deferred
                                    Sales Load       Sales Load    Sales Load       Sales Load       Sales Load       Sales Load
                                   Alternative)     Alternative)  Alternative)     Alternative)     Alternative)     Alternative)

<S>                                     <C>               <C>          <C>               <C>             <C>               <C>
Shareholder Transaction Expenses
  Maximum Sales Load Imposed on
  Purchases (as percentage of
  offering price).................      4.75%             None         4.75%             None            4.75%             None
  Sales Load on Reinvested Dividends     None             None          None             None             None             None 
  Deferred Sales Load (as percentage
    of original price or redemption
    proceeds, whichever is lower).       None        1% during          None        1% during             None        1% during
                                                the first year,                the first year,                   the first year, 
                                                          None                           None                              None
                                                    thereafter                     thereafter                        thereafter
  Redemption Fees.................       None             None          None             None             None             None
  Exchange Fees...................       None             None          None             None             None             None

                                       Class A         Class D*       Class A         Class D*          Class A         Class D*
                                   ------------     ------------   ------------     ------------     ------------     ------------
Annual Series  Operating
  Expenses for Fiscal Year 
  Ended  September 30, 1994
  (as percentage of average 
   net assets)

   Management Fees ...............        .50%             .50%          .16%+            .16%+            .12%+            .12%+
   12b-1 Fees ....................        .09             1.00**         .23             1.00**            .24             1.00**
   Other Expenses ................        .22              .27           .27              .34              .39              .45
                                          ---             ----           ---             ----              ---             ----
   Total Series Operating
     Expenses ....................        .81%            1.77%          .66%            1.50%             .75%            1.57%
                                          ===             ====           ===             ====              ===             ====

</TABLE>


     In fiscal 1994, the Manager, in its discretion,  waived all or a portion of
its fees and reimbursed  certain  expenses of the North Carolina  Series and the
Florida  Series.  In fiscal 1995, the Manager  expects to waive a portion of its
fees for each of these Series, and as such, the expense information in the table
has  been  restated  to  reflect  such  waivers  and  the   elimination  of  the
reimbursement  of other  expenses.  Absent  such  waivers  in fiscal  1995,  the
management  fee  would be .50% of each  Series'  average  daily net  assets  and
estimated total operating  expenses for Class A shares and Class D shares of the
North Carolina  Series will be 1.13% and 1.95%,  respectively.  Estimated  total
operating  expenses for Class A shares and Class D shares of the Florida  Series
would be 1.00%  and  1.84%,  respectively.  There can be no  assurance  that the
Manager will agree to waive any of its fee in future periods.

     The following  example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown and the
5% used in this example is a hypothetical rate.

<TABLE>
<CAPTION>

                                           CA QUALITY SERIES                 FL SERIES                          NC SERIES
                                    -----------------------------   -----------------------------     -----------------------------
Example                                Class A         Class D*       Class A         Class D*          Class A         Class D*
- -------                             ------------     ------------   ------------     ------------     ------------     ------------
<S>                                      <C>              <C>           <C>              <C>              <C>              <C>   
An investor would pay the following
  expenses on a $1,000 investment,
  assuming (1) 5% annual return
  and (2) redemption at the end of
  each time period:

                1 yr .............       $ 55             $ 28++        $ 54             $ 25++           $ 55             $ 26++
                3 yrs ............         72               56            68               47               70               50  
                5 yrs ............         90               96            83               82               87               86  
                10 yrs ............       143              208           126              179              136              187

</TABLE>

- ------------
  * Annualized.  Based on actual expenses  incurred by the Fund's Class D shares
    for the period February 1, 1994 (commencement of offering of Class D shares)
    through September 30, 1994.

 ** Includes an annual  distribution  fee of .75 of 1% and an annual service fee
    of .25 of 1% (collectively,  "distribution  fee").  Pursuant to Rules of the
    National  Association of Securities  Dealers,  Inc., the aggregate  deferred
    sales  loads and annual  distribution  fees on Class D shares of each Series
    may not exceed  6.25% of total gross sales,  subject to certain  exclusions.
    The  6.25%  limitation  is  imposed  on  the  Series  rather  than  on a per
    shareholder  basis.  Therefore,  a long-term Class D shareholder of a Series
    may pay more in total sales  loads  (including  distribution  fees) than the
    economic equivalent of 6.25% of such shareholder's investment in the shares.

  + Net of fees waived.

 ++ Assuming (1) 5% annual return and (2) no redemption at the end of one year,
    the expenses on a $1,000 investment would be: CA: Quality--$18; FL--$15;
    NC--$16.

    


                                       7
<PAGE>
   


                              FINANCIAL HIGHLIGHTS

     Each  Fund's  financial  highlights  for Class A and Class D shares for the
periods presented below have been audited by Deloitte & Touche LLP,  independent
auditors.  This information,  which is derived from the financial and accounting
records  of the  Funds,  should  be read in  conjunction  with the  fiscal  1994
financial  statements  and notes  contained in the fiscal 1994 Annual  Report of
each Fund which may be obtained by calling or writing the Funds at the telephone
numbers or address provided on the cover page of this Prospectus.

     The per share operating  performance data is designed to allow investors to
trace the operating performance,  on a per share basis, from a Series' beginning
net asset value to the ending net asset value so that they may  understand  what
effect the  individual  items  have on their  investment,  assuming  it was held
throughout  the  period.  Generally,  the  per  share  amounts  are  derived  by
converting the actual dollar amounts incurred for each item, as disclosed in the
financial  statements,  to their equivalent per share amounts.  The total return
based on net asset  value  measures  performance  assuming  investors  purchased
shares  at the net  asset  value as of the  beginning  of the  period,  invested
dividends  and capital  gains paid at net asset value and then sold their shares
at net asset  value per share on the last day of the  period.  The total  return
computations do not reflect any sales charges  investors may incur in purchasing
or  selling  shares.  Total  returns  for  periods of less than one year are not
annualized.


<TABLE>
<CAPTION>

                                                                                                   Increase
                                                                             Net Realized         (Decrease)
                                     Net Asset Value          Net            & Unrealized            from             Dividends
Per Share Operating                    at Beginning        Investment        Investment           Investment           Paid or
   Performance:                         of Period            Income(1)       Gain (Loss)          Operations          Declared
- -------------------                  ---------------       ----------        ------------         ----------          --------
<S>                                        <C>                <C>               <C>                <C>                 <C>    

New Jersey--Class A
   Year ended 9/30/94 ......               $8.24              $0.41              $(0.74)            $(0.33)            ($0.41)
   Year ended 9/30/93 ......                7.74               0.42                0.61               1.03              (0.42)
   Year ended 9/30/92 ......                7.49               0.44                0.27               0.71              (0.44)
   Year ended 9/30/91 ......                7.01               0.44                0.51               0.95              (0.44)
   Year ended 9/30/90 ......                7.17               0.45              (0.10)               0.35              (0.45)
   Year ended 9/30/89 ......                6.98               0.48                0.19               0.67              (0.48)
   2/16/88*-9/30/88 ........                7.14               0.30              (0.16)               0.14              (0.30)

New Jersey--Class D 
   2/1/94**-9/30/94.........                8.14               0.23              (0.66)             (0.43)              (0.23)

Pennsylvania--Class A 
   Year ended 9/30/94.......                8.61               0.39              (0.80)             (0.41)              (0.39)
   Year ended 9/30/93.......                8.02               0.42                0.71               1.13              (0.42)
   Year ended 9/30/92.......                7.74               0.46                0.30               0.76              (0.46)
   Year ended 9/30/91.......                7.34               0.47                0.49               0.96              (0.47)
   Year ended 9/30/90.......                7.50               0.47              (0.16)               0.31              (0.47)
   Year ended 9/30/89.......                7.31               0.49                0.19               0.68              (0.49)
   Year ended 9/30/88.......                6.76               0.50                0.56               1.06              (0.50)
   Year ended 9/30/87.......                7.58               0.51              (0.81)             (0.30)              (0.51)
   7/15/86*-9/30/86.........                7.14               0.10                0.44               0.54              (0.10)

Pennsylvania--Class D
   2/1/94**-9/30/94.........                8.37               0.22              (0.83)             (0.61)              (0.22)

National Series--Class A
   Year ended 9/30/94.......                8.72               0.41              (1.04)             (0.63)              (0.41)
   Year ended 9/30/93.......                8.07               0.45                0.78               1.23              (0.45)
   Year ended 9/30/92.......                7.90               0.48                0.20               0.68              (0.48)
   Year ended 9/30/91.......                7.44               0.49                0.54               1.03              (0.49)
   Year ended 9/30/90.......                7.73               0.51              (0.19)               0.32              (0.51)
   Year ended 9/30/89.......                7.64               0.53                0.11               0.64              (0.53)
   Year ended 9/30/88.......                7.41               0.54                0.55               1.09              (0.54)
   Year ended 9/30/87.......                8.48               0.59              (0.74)             (0.15)              (0.59)
   Year ended 9/30/86.......                7.47               0.64                1.20               1.84              (0.64)
   Year ended 9/30/85.......                6.84               0.67                0.63               1.30              (0.67)

National Series--Class D
   2/1/94** - 9/30/94 ......                8.20               0.22              (1.02)             (0.80)              (0.22)

Colorado Series--Class A 
   Year ended 9/30/94.......                7.76               0.37              (0.59)             (0.22)              (0.37)
   Year ended 9/30/93.......                7.34               0.39                0.49               0.88              (0.39)
   Year ended 9/30/92.......                7.22               0.42                0.12               0.54              (0.42)
   Year ended 9/30/91.......                6.91               0.44                0.31               0.75              (0.44)
   Year ended 9/30/90.......                7.06               0.46              (0.15)               0.31              (0.46)
   Year ended 9/30/89.......                6.87               0.46                0.19               0.65              (0.46)
   Year ended 9/30/88.......                6.38               0.46                0.53               0.99              (0.46)
   Year ended 9/30/87.......                7.07               0.47              (0.66)             (0.19)              (0.47)
   5/1/86*-9/30/86..........                7.14               0.19              (0.07)               0.12              (0.19)

Colorado Series--Class D
   2/1/94** - 9/30/94.......                7.72               0.20              (0.63)             (0.43)              (0.20)

</TABLE>

<TABLE>
<CAPTION>

                                                                                                  Total Return           Ratio of
                                      Distributions         Net Increase        Net Asset           Based on             Expenses
Per Share Operating                      from Net          (Decrease) in         Value at          Net Asset            to Average
   Performance:                       Gain Realized       Net Asset Value     End of Period          Value             Net Assets(1)
___________________                   -------------       ---------------     -------------       ------------         ------------ 
<S>                                       <C>                <C>                  <C>                <C>                 <C>    

New Jersey--Class A
   Year ended 9/30/94 ......             $(0.10)             $(0.84)              $7.40              (4.25)%             0.90%
   Year ended 9/30/93 ......              (0.11)               0.50                8.24              14.02               0.86
   Year ended 9/30/92 ......              (0.02)               0.25                7.74               9.70               0.85
   Year ended 9/30/91 ......              (0.03)               0.48                7.49              13.97               0.81
   Year ended 9/30/90 ......              (0.06)              (0.16)               7.01               5.04               0.81
   Year ended 9/30/89 ......                 --                0.19                7.17               9.91               0.57
   2/16/88*-9/30/88 ........                 --               (0.16)               6.98               1.96               0.40+

New Jersey--Class D
   2/1/94**-9/30/94.........                 --               (0.66)               7.48              (5.47)              1.75+

Pennsylvania--Class A
   Year ended 9/30/94.......              (0.26)              (1.06)               7.55              (5.00)              1.16
   Year ended 9/30/93.......              (0.12)               0.59                8.61              14.71               1.19
   Year ended 9/30/92.......              (0.02)               0.28                8.02              10.04               1.01
   Year ended 9/30/91.......              (0.09)               0.40                7.74              13.40               0.98
   Year ended 9/30/90.......                 --               (0.16)               7.34               4.13               0.06
   Year ended 9/30/89.......                 --                0.19                7.50               9.53               0.92
   Year ended 9/30/88.......              (0.01)               0.55                7.31              16.20               0.83
   Year ended 9/30/87.......              (0.01)              (0.82)               6.76              (4.21)              0.58
   7/15/86*-9/30/86.........                 --                0.44                7.58               7.19                 --+

Pennsylvania--Class D
   2/1/94**-9/30/94.........                 --               (0.83)               7.54              (7.50)              2.00+

National Series--Class A
   Year ended 9/30/94.......              (0.50)              (1.54)               7.18              (7.83)              0.85
   Year ended 9/30/93.......              (0.13)               0.65                8.72              16.00               0.86
   Year ended 9/30/92.......              (0.03)               0.17                8.07               8.84               0.77
   Year ended 9/30/91.......              (0.08)               0.46                7.90              14.24               0.80
   Year ended 9/30/90.......              (0.10)              (0.29)               7.44               4.10               0.78
   Year ended 9/30/89.......              (0.02)               0.09                7.73               8.62               0.78
   Year ended 9/30/88.......              (0.32)               0.23                7.64              16.43               0.83
   Year ended 9/30/87.......              (0.33)              (1.07)               7.41              (2.37)              0.74
   Year ended 9/30/86.......              (0.19)               1.01                8.48              26.17               0.76
   Year ended 9/30/85.......                 --                0.63                7.47              19.18               0.88

National Series--Class D
   2/1/94** - 9/30/94 ......                 --               (1.02)               7.18              (9.96)              1.76+

Colorado Series--Class A 
   Year ended 9/30/94.......              (0.08)              (0.67)               7.09              (2.92)              0.86
   Year ended 9/30/93.......              (0.07)               0.42                7.76              12.54               0.90
   Year ended 9/30/92.......                 --                0.12                7.34               7.74               0.81
   Year ended 9/30/91.......                 --                0.31                7.22              11.15               0.84
   Year ended 9/30/90.......                 --               (0.15)               6.91               4.38               0.85
   Year ended 9/30/89.......                 --                0.19                7.06               9.70               0.86
   Year ended 9/30/88.......              (0.04)               0.49                6.87              16.19               0.88
   Year ended 9/30/87.......              (0.03)              (0.69)               6.38              (3.18)              0.77
   5/1/86*-9/30/86..........                 --               (0.07)               7.07               1.53               0.55+

Colorado Series--Class D
   2/1/94** - 9/30/94.......                 --               (0.63)               7.09              (5.73)              1.78+

</TABLE>

<TABLE>
<CAPTION>


                                          Ratio of
                                             Net
                                         Investment                                                             Adjusted Net
                                           Income                                     Net Assets at              Investment
Per Share Operating                      to Average             Portfolio             End of Period                Income
   Performance:                          Net Assets(1)           Turnover            (000's omitted)             Per Share(1)
- -------------------                      -------------          ---------            ---------------            ------------
<S>                                         <C>                    <C>                   <C>                       <C>  

New Jersey--Class A
   Year ended 9/30/94 ......                5.24%                  12.13%                $73,942                   $0.40
   Year ended 9/30/93 ......                5.37                   15.90                  82,447                    0.40
   Year ended 9/30/92 ......                5.74                   27.13                  74,256                    0.42
   Year ended 9/30/91 ......                6.02                   14.64                  65,044                    0.42
   Year ended 9/30/90 ......                6.32                   37.26                  54,287                    0.43
   Year ended 9/30/89 ......                6.70                   16.10                  51,015                    0.44
   2/16/88*-9/30/88 ........                6.92+                   8.20                  35,563                    0.26

New Jersey--Class D
   2/1/94**-9/30/94.........                4.37+                  12.13++                   986                    0.22

Pennsylvania--Class A
   Year ended 9/30/94.......                4.91                    7.71                  34,943
   Year ended 9/30/93.......                5.14                   40.74                  41,296
   Year ended 9/30/92.......                5.79                   32.87                  39,431                    0.45
   Year ended 9/30/91.......                6.16                   25.24                  37,853                    0.45
   Year ended 9/30/90.......                6.24                   40.64                  35,572                    0.45
   Year ended 9/30/89.......                6.56                    9.05                  41,856                    0.47
   Year ended 9/30/88.......                6.96                    4.14                  30,796                    0.48
   Year ended 9/30/87.......                6.78                    9.19                  30,014                    0.47
   7/15/86*-9/30/86.........                5.92+                     --                  19,306                    0.07

Pennsylvania--Class D
   2/1/94**-9/30/94.........                4.20+                   7.71++                    43

National Series--Class A
   Year ended 9/30/94.......                5.30                   24.86                 111,374
   Year ended 9/30/93.......                5.49                   72.68                 136,394
   Year ended 9/30/92.......                6.02                   63.99                 132,130
   Year ended 9/30/91.......                6.35                   71.67                 136,326
   Year ended 9/30/90.......                6.64                   55.01                 133,412
   Year ended 9/30/89.......                6.86                   71.90                 140,376
   Year ended 9/30/88.......                7.35                   40.58                 135,667
   Year ended 9/30/87.......                7.15                   64.79                 133,341
   Year ended 9/30/86.......                7.81                   62.28                 110,428
   Year ended 9/30/85.......                9.07                   87.94                  48,818                    0.67

National Series--Class D
   2/1/94** - 9/30/94 ......                4.37+                  24.86++                   446

Colorado Series--Class A
   Year ended 9/30/94.......                5.06                   10.07                  58,197
   Year ended 9/30/93.......                5.21                   14.09                  67,912
   Year ended 9/30/92.......                5.81                   23.22                  64,900
   Year ended 9/30/91.......                6.19                   14.60                  64,310
   Year ended 9/30/90.......                6.47                   31.89                  63,173
   Year ended 9/30/89.......                6.56                      --                  62,515
   Year ended 9/30/88.......                6.89                   12.95                  66,257
   Year ended 9/30/87.......                6.61                   16.70                  79,961                    0.46
   5/1/86*-9/30/86..........                6.31+                  12.11                  63,796                    0.18

Colorado Series--Class D
   2/1/94** - 9/30/94.......                4.05+                  10.07++                    96

</TABLE>

<TABLE>
<CAPTION>

                                                                   Adjusted
                                            Adjusted               Ratio of
                                            Ratio of            Net Investment
                                          Expenses to               Income
Per Share Operating                       Average Net             to Average
   Performance:                            Assets(1)             Net Assets(1)
- -------------------                       -----------           --------------
<S>                                         <C>                     <C>  

New Jersey--Class A
   Year ended 9/30/94 ......                1.07%                   5.07%
   Year ended 9/30/93 ......                1.11                    5.12
   Year ended 9/30/92 ......                1.10                    5.49
   Year ended 9/30/91 ......                1.11                    5.72
   Year ended 9/30/90 ......                1.12                    6.01
   Year ended 9/30/89 ......                1.17                    6.10
   2/16/88*-9/30/88 ........                1.36+                   5.96+

New Jersey--Class D
   2/1/94**-9/30/94.........                1.87+                   4.25+

Pennsylvania--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......                1.16                    5.64
   Year ended 9/30/91.......                1.23                    5.91
   Year ended 9/30/90.......                1.31                    5.99
   Year ended 9/30/89.......                1.17                    6.30
   Year ended 9/30/88.......                1.08                    6.71
   Year ended 9/30/87.......                1.12                    6.24
   7/15/86*-9/30/86.........                1.80+                   4.17+

Pennsylvania--Class D
   2/1/94**-9/30/94.........

National Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   Year ended 9/30/86.......
   Year ended 9/30/85.......                0.91                    9.05

National Series--Class D
   2/1/94** - 9/30/94 ......

Colorado Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......                0.85                    6.53
   5/1/86*-9/30/86..........                0.68+                   6.20+

Colorado Series--Class D
   2/1/94** - 9/30/94.......

</TABLE>

- ------------
(1)During the periods stated, the Manager, at its discretion, reimbursed certain
   expenses  and/or  waived all or  portions  of its fees.  The  adjusted  net
   investment  income per share and adjusted  ratios  reflect what the results
   would have been had the Manager not reimbursed  certain expenses and/or not
   waived its fees.

 * Commencement of offering of Class A shares.

** Commencement of offering of Class D shares.

 + Annualized.

++ For the year ended 9/30/94.
    


                                       8 & 9
<PAGE>

<TABLE>
<CAPTION>
   

                                                                                                   Increase
                                                                             Net Realized         (Decrease)
                                     Net Asset Value          Net            & Unrealized            from             Dividends
Per Share Operating                    at Beginning        Investment        Investment           Investment           Paid or
   Performance:                         of Period            Income(1)       Gain (Loss)          Operations          Declared
- -------------------                  ---------------       ----------        ------------         ----------          --------
<S>                                        <C>                <C>               <C>                <C>                 <C>    

Georgia Series--Class A
   Year ended 9/30/94.......              $8.43              $0.41            $(0.86)            $(0.45)             $(0.41)
   Year ended 9/30/93.......               7.85               0.43              0.62               1.05               (0.43)
   Year ended 9/30/92.......               7.63               0.46              0.25               0.71               (0.46)
   Year ended 9/30/91.......               7.18               0.47              0.46               0.93               (0.47)
   Year ended 9/30/90.......               7.30               0.48             (0.10)              0.38               (0.48)
   Year ended 9/30/89.......               7.09               0.48              0.22               0.70               (0.48)
   Year ended 9/30/88.......               6.49               0.49              0.60               1.09               (0.49)
   6/15/87*-9/30/87.........               7.14               0.13             (0.65)             (0.52)              (0.13)

Georgia Series--Class D
   2/1/94** - 9/30/94.......               8.33               0.22             (0.84)             (0.62)              (0.22)


Louisiana Series--Class A
   Year ended 9/30/94.......               8.79               0.44             (0.77)             (0.33)              (0.44)
   Year ended 9/30/93.......               8.38               0.46              0.51               0.97               (0.46)
   Year ended 9/30/92.......               8.18               0.49              0.24               0.73               (0.49)
   Year ended 9/30/91.......               7.70               0.50              0.50               1.00               (0.50)
   Year ended 9/30/90.......               7.88               0.52             (0.12)              0.40               (0.52)
   Year ended 9/30/89.......               7.79               0.53              0.15               0.68               (0.53)
   Year ended 9/30/88.......               7.36               0.55              0.49               1.04               (0.55)
   Year ended 9/30/87.......               7.93               0.55             (0.49)              0.06               (0.55)
   10/1/85*-9/30/86.........               7.14               0.58              0.79               1.37               (0.58)

Louisiana Series--Class D
   2/1/94** - 9/30/94.......               8.73               0.24             (0.79)             (0.55)              (0.24)

Maryland Series--Class A
   Year ended 9/30/94.......               8.64               0.42             (0.76)             (0.34)              (0.42)
   Year ended 9/30/93.......               8.15               0.44              0.59               1.03               (0.44)
   Year ended 9/30/92.......               7.94               0.46              0.24               0.70               (0.46)
   Year ended 9/30/91.......               7.45               0.47              0.49               0.96               (0.47)
   Year ended 9/30/90.......               7.59               0.48             (0.14)              0.34               (0.48)
   Year ended 9/30/89.......               7.39               0.48              0.20               0.68               (0.48)
   Year ended 9/30/88.......               6.87               0.47              0.56               1.03               (0.47)
   Year ended 9/30/87.......               7.59               0.48             (0.72)             (0.24)              (0.48)
   10/1/85*-9/30/86.........               7.14               0.54              0.45               0.99               (0.54)

Maryland Series--Class D
   2/1/94** - 9/30/94 ......               8.46               0.23             (0.74)             (0.51)              (0.23)

Massachusetts Series--Class A
   Year ended 9/30/94.......               8.54               0.44             (0.67)             (0.23)              (0.44)
   Year ended 9/30/93.......               8.06               0.47              0.55               1.02               (0.47)
   Year ended 9/30/92.......               7.86               0.49              0.24               0.73               (0.49)
   Year ended 9/30/91.......               7.26               0.50              0.62               1.12               (0.50)
   Year ended 9/30/90.......               7.65               0.50             (0.31)              0.19               (0.50)
   Year ended 9/30/89.......               7.62               0.52              0.08               0.60               (0.52)
   Year ended 9/30/88.......               7.20               0.53              0.51               1.04               (0.53)
   Year ended 9/30/87.......               8.07               0.55             (0.69)             (0.14)              (0.55)
   Year ended 9/30/86.......               7.30               0.60              0.78               1.38               (0.60)
   Year ended 9/30/85.......               6.89               0.63              0.41               1.04               (0.63)


Massachusetts Series--Class D
   2/1/94** - 9/30/94 ......               8.33               0.24             (0.67)             (0.43)              (0.24)

Michigan Series--Class A 
   Year ended 9/30/94.......               9.08               0.46             (0.71)             (0.25)              (0.46)
   Year ended 9/30/93.......               8.68               0.47              0.59               1.06               (0.47)
   Year ended 9/30/92.......               8.38               0.50              0.35               0.85               (0.50)
   Year ended 9/30/91.......               7.89               0.51              0.51               1.02               (0.51)
   Year ended 9/30/90.......               8.14               0.52             (0.16)              0.36               (0.52)
   Year ended 9/30/89.......               7.94               0.54              0.23               0.77               (0.54)
   Year ended 9/30/88.......               7.48               0.54              0.58               1.12               (0.54)
   Year ended 9/30/87.......               8.54               0.56             (0.77)             (0.21)              (0.56)
   Year ended 9/30/86.......               7.55               0.62              1.09               1.71               (0.62)
   Year ended 9/30/85.......               7.07               0.64              0.48               1.12               (0.64)

Michigan Series--Class D
   2/1/94** - 9/30/94.......               9.01               0.25             (0.73)             (0.48)              (0.25)

</TABLE>

<TABLE>
<CAPTION>

                                                                                                  Total Return           Ratio of
                                      Distributions         Net Increase        Net Asset           Based on             Expenses
Per Share Operating                      from Net          (Decrease) in         Value at          Net Asset            to Average
   Performance:                       Gain Realized       Net Asset Value     End of Period          Value             Net Assets(1)
___________________                   -------------       ---------------     -------------       ------------         ------------ 
<S>                                       <C>                <C>                  <C>                <C>                 <C>    

Georgia Series--Class A 
   Year ended 9/30/94.......            $(0.09)            $(0.95)               $7.48              (5.52)%              0.73%
   Year ended 9/30/93.......             (0.04)              0.58                 8.43              13.96                0.63
   Year ended 9/30/92.......             (0.03)              0.22                 7.85               9.64                0.47
   Year ended 9/30/91.......             (0.01)              0.45                 7.63              13.30                0.59
   Year ended 9/30/90.......             (0.02)             (0.12)                7.18               5.19                0.53
   Year ended 9/30/89.......             (0.01)              0.21                 7.30              10.15                0.64
   Year ended 9/30/88.......                --               0.60                 7.09              17.51                0.36
   6/15/87*-9/30/87.........                --              (0.65)                6.49              (7.61)               0.17+

Georgia Series--Class D
   2/1/94** - 9/30/94.......                --              (0.84)                7.49              (7.57)               1.76+


Louisiana Series--Class A 
   Year ended 9/30/94.......             (0.08)             (0.85)                7.94              (3.83)               0.87
   Year ended 9/30/93.......             (0.10)              0.41                 8.79              12.10                0.87
   Year ended 9/30/92.......             (0.04)              0.20                 8.38               9.13                0.80
   Year ended 9/30/91.......             (0.02)              0.48                 8.18              13.49                0.83
   Year ended 9/30/90.......             (0.06)             (0.18)                7.70               5.20                0.81
   Year ended 9/30/89.......             (0.06)              0.09                 7.88               9.04                0.84
   Year ended 9/30/88.......             (0.06)              0.43                 7.79              14.69                0.85
   Year ended 9/30/87.......             (0.08)             (0.57)                7.36               0.62                0.73
   10/1/85*-9/30/86.........                --               0.79                 7.93              19.47                0.62+

Louisiana Series--Class D
   2/1/94** - 9/30/94.......                --              (0.79)                7.94              (6.45)               1.78+

Maryland Series--Class A
   Year ended 9/30/94.......             (0.17)             (0.93)                7.71              (4.08)               0.92
   Year ended 9/30/93.......             (0.10)              0.49                 8.64              13.23                0.97
   Year ended 9/30/92.......             (0.03)              0.21                 8.15               9.15                0.86
   Year ended 9/30/91.......                --               0.49                 7.94              13.26                0.88
   Year ended 9/30/90.......                --              (0.14)                7.45               4.47                0.87
   Year ended 9/30/89.......                --               0.20                 7.59               9.43                0.87
   Year ended 9/30/88.......             (0.04)              0.52                 7.39              15.73                0.91
   Year ended 9/30/87.......                --              (0.72)                6.87             (3.41)                0.87
   10/1/85*-9/30/86.........                --               0.45                 7.59              14.11                0.59+

Maryland Series--Class D
   2/1/94** - 9/30/94 ......                --              (0.74)                7.72              (6.21)               1.80+

Massachusetts Series--Class A 
   Year ended 9/30/94.......             (0.21)             (0.88)                7.66              (2.94)               0.85
   Year ended 9/30/93.......             (0.07)              0.48                 8.54              13.18                0.88
   Year ended 9/30/92.......             (0.04)              0.20                 8.06               9.75                0.77
   Year ended 9/30/91.......             (0.02)              0.60                 7.86              15.84                0.83
   Year ended 9/30/90.......             (0.08)             (0.39)                7.26               2.48                0.79
   Year ended 9/30/89.......             (0.05)              0.03                 7.65               8.18                0.79
   Year ended 9/30/88.......             (0.09)              0.42                 7.62              15.15                0.84
   Year ended 9/30/87.......             (0.18)             (0.87)                7.20              (2.16)               0.79
   Year ended 9/30/86.......             (0.01)              0.77                 8.07              19.49                0.78
   Year ended 9/30/85.......                --               0.41                 7.30              15.32                0.83


Massachusetts Series--Class D
   2/1/94** - 9/30/94 ......                --              (0.67)                7.66              (5.34)               1.78+

Michigan Series--Class A 
   Year ended 9/30/94.......             (0.09)             (0.80)                8.28              (2.90)               0.84
   Year ended 9/30/93.......             (0.19)              0.40                 9.08              12.97                0.83
   Year ended 9/30/92.......             (0.05)              0.30                 8.68              10.55                0.76
   Year ended 9/30/91.......             (0.02)              0.49                 8.38              13.34                0.80
   Year ended 9/30/90.......             (0.09)             (0.25)                7.89               4.57                0.80
   Year ended 9/30/89.......             (0.03)              0.20                 8.14               9.91                0.81
   Year ended 9/30/88.......             (0.12)              0.46                 7.94              15.98                0.88
   Year ended 9/30/87.......             (0.29)             (1.06)                7.48              (2.87)               0.79
   Year ended 9/30/86.......             (0.10)              0.99                 8.54              23.73                0.82
   Year ended 9/30/85.......                --               0.48                 7.55              16.19                0.89

Michigan Series--Class D
   2/1/94** - 9/30/94.......                --              (0.73)                8.28              (5.47)               1.75+

</TABLE>
<TABLE>
<CAPTION>

                                          Ratio of
                                             Net
                                         Investment                                                             Adjusted Net
                                           Income                                     Net Assets at              Investment
Per Share Operating                      to Average             Portfolio             End of Period                Income
   Performance:                          Net Assets(1)           Turnover            (000's omitted)             Per Share(1)
- -------------------                      -------------          ---------            ---------------            ------------
<S>                                         <C>                    <C>                   <C>                       <C>  

Georgia Series--Class A
   Year ended 9/30/94.......                5.21%                  19.34%                $61,466                  $0.40
   Year ended 9/30/93.......                5.34                   12.45                  64,650                   0.40
   Year ended 9/30/92.......                5.95                   10.24                  44,585                   0.43
   Year ended 9/30/91.......                6.30                    6.07                  28,317                   0.43
   Year ended 9/30/90.......                6.53                    5.83                  19,002                   0.44
   Year ended 9/30/89.......                6.59                      --                  14,452                   0.44
   Year ended 9/30/88.......                7.15                    6.32                   9,752                   0.43
   6/15/87*-9/30/87.........                6.64+                  21.71                   6,382                   0.07

Georgia Series--Class D
   2/1/94** - 9/30/94.......                4.28+                  19.34++                   849                   0.21


Louisiana Series--Class A
   Year ended 9/30/94.......                5.31                   17.16                  61,441
   Year ended 9/30/93.......                5.40                    9.21                  67,529
   Year ended 9/30/92.......                5.89                   25.45                  57,931
   Year ended 9/30/91.......                6.31                   20.85                  50,089
   Year ended 9/30/90.......                6.62                   31.54                  43,475
   Year ended 9/30/89.......                6.82                   12.94                  43,908
   Year ended 9/30/88.......                7.19                   36.01                  42,521
   Year ended 9/30/87.......                7.02                   10.20                  49,661
   10/1/85*-9/30/86.........                7.44+                  31.18                  45,338                   0.57

Louisiana Series--Class D
   2/1/94** - 9/30/94.......                4.33+                  17.16++                   704

Maryland Series--Class A
   Year ended 9/30/94.......                5.17                   17.68                  57,263
   Year ended 9/30/93.......                5.28                   14.10                  64,472
   Year ended 9/30/92.......                5.76                   29.57                  57,208
   Year ended 9/30/91.......                6.09                   18.84                  54,068
   Year ended 9/30/90.......                6.26                   16.50                  47,283
   Year ended 9/30/89.......                6.38                    2.19                  46,643
   Year ended 9/30/88.......                6.63                   17.42                  45,939
   Year ended 9/30/87.......                6.45                   21.48                  50,580
   10/1/85*-9/30/86.........                6.90+                   4.60                  46,478                   0.53

Maryland Series--Class D
   2/1/94** - 9/30/94 ......                4.26+                  17.68++                   424

Massachusetts Series--Class A
   Year ended 9/30/94.......                5.46                   12.44                 120,149
   Year ended 9/30/93.......                5.65                   20.66                 139,504
   Year ended 9/30/92.......                6.27                   27.92                 128,334
   Year ended 9/30/91.......                6.64                   14.37                 118,022
   Year ended 9/30/90.......                6.66                   19.26                 110,246
   Year ended 9/30/89.......                6.81                    7.51                 122,515
   Year ended 9/30/88.......                7.02                   21.77                 126,150
   Year ended 9/30/87.......                6.95                   16.14                 131,404
   Year ended 9/30/86.......                7.50                   27.39                 131,732
   Year ended 9/30/85.......                8.50                   12.38                  65,563                   0.62

Massachusetts Series--Class D
   2/1/94** - 9/30/94 ......                4.52+                  12.44++                 1,099

Michigan Series--Class A
   Year ended 9/30/94.......                5.32                   10.06                 151,095
   Year ended 9/30/93.......                5.41                    6.33                 164,638
   Year ended 9/30/92.......                5.93                   32.12                 144,524
   Year ended 9/30/91.......                6.28                   22.81                 129,004
   Year ended 9/30/90.......                6.47                   26.36                 112,689
   Year ended 9/30/89.......                6.67                    8.24                 111,180
   Year ended 9/30/88.......                7.06                   34.00                 104,904
   Year ended 9/30/87.......                6.89                   15.40                 104,053
   Year ended 9/30/86.......                7.41                   40.68                  99,013
   Year ended 9/30/85.......                8.40                   37.63                  42,987                   0.64

Michigan Series--Class D
   2/1/94** - 9/30/94.......                4.40+                  10.06++                   671


</TABLE>

<TABLE>
<CAPTION>

                                                                   Adjusted
                                            Adjusted               Ratio of
                                            Ratio of            Net Investment
                                          Expenses to               Income
Per Share Operating                       Average Net             to Average
   Performance:                            Assets(1)             Net Assets(1)
- -------------------                       -----------           --------------
<S>                                         <C>                     <C>  

Georgia Series--Class A
   Year ended 9/30/94.......                0.93%                   5.01%
   Year ended 9/30/93.......                0.93                    5.04
   Year ended 9/30/92.......                0.87                    5.55
   Year ended 9/30/91.......                1.09                    5.80
   Year ended 9/30/90.......                1.03                    6.03
   Year ended 9/30/89.......                1.19                    6.04
   Year ended 9/30/88.......                1.35                    6.17
   6/15/87*-9/30/87.........                2.87+                   3.94+

Georgia Series--Class D
   2/1/94** - 9/30/94.......                1.90+                   4.15+


Louisiana Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   10/1/85*-9/30/86.........                0.71+                   7.35+

Louisiana Series--Class D
   2/1/94** - 9/30/94.......

Maryland Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   10/1/85*-9/30/86.........                0.76+                   6.73+

Maryland Series--Class D 
   2/1/94** - 9/30/94 ......

Massachusetts Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   Year ended 9/30/86.......
   Year ended 9/30/85.......
                                            0.88                    8.45

Massachusetts Series--Class D 
   2/1/94** - 9/30/94 ......

Michigan Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   Year ended 9/30/86.......
   Year ended 9/30/85.......                0.96                    8.33

Michigan Series--Class D 
   2/1/94** - 9/30/94.......

</TABLE>

- ------------
(1)During the periods stated, the Manager, at its discretion, reimbursed certain
   expenses  and/or  waived all or  portions  of its fees.  The  adjusted  net
   investment  income per share and adjusted  ratios  reflect what the results
   would have been had the Manager not reimbursed  certain expenses and/or not
   waived its fees.

 * Commencement of offering of Class A shares.

** Commencement of offering of Class D shares.

 + Annualized.

++ For the year ended 9/30/94.
    



                                       10 & 11
<PAGE>


<TABLE>
<CAPTION>
   

                                                                                                   Increase
                                                                             Net Realized         (Decrease)
                                     Net Asset Value          Net            & Unrealized            from             Dividends
Per Share Operating                    at Beginning        Investment        Investment           Investment           Paid or
   Performance:                         of Period            Income(1)       Gain (Loss)          Operations          Declared
- -------------------                  ---------------       ----------        ------------         ----------          --------
<S>                                         <C>                <C>               <C>                <C>                 <C>    

Minnesota Series--Class A 
   Year ended 9/30/94.......               $8.28              $0.45            $(0.44)             $(0.01)             $(0.45)
   Year ended 9/30/93.......                7.89               0.47              0.51                0.98               (0.47)
   Year ended 9/30/92.......                7.81               0.49              0.09                0.58               (0.49)
   Year ended 9/30/91.......                7.49               0.49              0.32                0.81               (0.49)
   Year ended 9/30/90.......                7.60               0.49             (0.06)               0.43               (0.49)
   Year ended 9/30/89.......                7.52               0.51              0.11                0.62               (0.51)
   Year ended 9/30/88.......                7.12               0.51              0.48                0.99               (0.51)
   Year ended 9/30/87.......                7.99               0.53             (0.66)              (0.13)              (0.53)
   Year ended 9/30/86.......                7.15               0.58              0.88                1.46               (0.58)
   Year ended 9/30/85.......                6.76               0.62              0.39                1.01               (0.62)

Minnesota Series--Class D 
   2/1/94** - 9/30/94 ......                8.22               0.25             (0.49)              (0.24)              (0.25)

Missouri Series--Class A 
   Year ended 9/30/94.......                8.31               0.40             (0.79)              (0.39)              (0.40)
   Year ended 9/30/93.......                7.80               0.42              0.57                0.99               (0.42)
   Year ended 9/30/92.......                7.72               0.44              0.15                0.59               (0.44)
   Year ended 9/30/91.......                7.22               0.46              0.50                0.96               (0.46)
   Year ended 9/30/90.......                7.28               0.45             (0.06)               0.39               (0.45)
   Year ended 9/30/89.......                7.10               0.47              0.18                0.65               (0.47)
   Year ended 9/30/88.......                6.57               0.48              0.58                1.06               (0.48)
   Year ended 9/30/87.......                7.32               0.47             (0.75)              (0.28)              (0.47)
   7/1/86*-9/30/86..........                7.14               0.11              0.18                0.29               (0.11)

Missouri Series--Class D 
   2/1/94** - 9/30/94 ......                8.20               0.22             (0.79)              (0.57)              (0.22)

New York Series--Class A
   Year ended 9/30/94.......                8.75               0.43             (0.88)              (0.45)              (0.43)
   Year ended 9/30/93.......                8.13               0.45              0.74                1.19               (0.45)
   Year ended 9/30/92.......                7.94               0.49              0.26                0.75               (0.49)
   Year ended 9/30/91.......                7.40               0.50              0.54                1.04               (0.50)
   Year ended 9/30/90.......                7.71               0.51             (0.26)               0.25               (0.51)
   Year ended 9/30/89.......                7.57               0.52              0.17                0.69               (0.52)
   Year ended 9/30/88.......                7.28               0.52              0.48                1.00               (0.52)
   Year ended 9/30/87.......                8.24               0.55             (0.71)              (0.16)              (0.55)
   Year ended 9/30/86.......                7.40               0.60              0.94                1.54               (0.60)
   Year ended 9/30/85.......                6.97               0.63              0.43                1.06               (0.63)

New York Series--Class D 
   2/1/94** - 9/30/94 ......                8.55               0.23             (0.88)              (0.65)              (0.23)

Ohio Series--Class A 
   Year ended 9/30/94.......                8.77               0.44             (0.70)              (0.26)              (0.44)
   Year ended 9/30/93.......                8.28               0.46              0.56                1.02               (0.46)
   Year ended 9/30/92.......                8.06               0.49              0.26                0.75               (0.49)
   Year ended 9/30/91.......                7.62               0.51              0.45                0.96               (0.51)
   Year ended 9/30/90.......                7.80               0.52             (0.08)               0.44               (0.52)
   Year ended 9/30/89.......                7.71               0.54              0.11                0.65               (0.54)
   Year ended 9/30/88.......                7.38               0.54              0.53                1.07               (0.54)
   Year ended 9/30/87.......                8.09               0.57             (0.59)              (0.02)              (0.57)
   Year ended 9/30/86.......                7.27               0.61              0.87                1.48               (0.61)
   Year ended 9/30/85.......                6.83               0.63              0.44                1.07               (0.63)

Ohio Series--Class D 
   2/1/94** - 9/30/94 ......                8.61               0.24             (0.69)              (0.45)              (0.24)

Oregon Series--Class A 
   Year ended 9/30/94.......                8.08               0.40             (0.59)              (0.19)              (0.40)
   Year ended 9/30/93.......                7.60               0.42              0.48                0.90               (0.42)
   Year ended 9/30/92.......                7.42               0.42              0.18                0.60               (0.42)
   Year ended 9/30/91.......                6.96               0.44              0.46                0.90               (0.44)
   Year ended 9/30/90.......                7.05               0.44             (0.09)               0.35               (0.44)
   Year ended 9/30/89.......                6.83               0.44              0.22                0.66               (0.44)
   Year ended 9/30/88.......                6.21               0.45              0.62                1.07               (0.45)
   10/15/86*-9/30/87........                7.14               0.43             (0.93)              (0.50)              (0.43)

Oregon Series--Class D
   2/1/94**-9/30/94 ........                8.02               0.22             (0.59)              (0.37)              (0.22)

</TABLE>

<TABLE>
<CAPTION>

                                                                                                  Total Return           Ratio of
                                      Distributions         Net Increase        Net Asset           Based on             Expenses
Per Share Operating                      from Net          (Decrease) in         Value at          Net Asset            to Average
   Performance:                       Gain Realized       Net Asset Value     End of Period          Value             Net Assets(1)
___________________                   -------------       ---------------     -------------       ------------         ------------ 
<S>                                       <C>                <C>                  <C>                <C>                 <C>    

Minnesota Series--Class A 
   Year ended 9/30/94.......            $(0.12)            $(0.56)               $7.72               0.12%               0.85%
   Year ended 9/30/93.......             (0.12)              0.39                 8.28              13.06                0.90
   Year ended 9/30/92.......             (0.01)              0.08                 7.89               7.71                0.80
   Year ended 9/30/91.......                --               0.32                 7.81              11.10                0.80
   Year ended 9/30/90.......             (0.05)             (0.11)                7.49               5.79                0.81
   Year ended 9/30/89.......             (0.03)              0.08                 7.60               8.34                0.83
   Year ended 9/30/88.......             (0.08)              0.40                 7.52              14.76                0.87
   Year ended 9/30/87.......             (0.21)             (0.87)                7.12              (1.94)               0.89
   Year ended 9/30/86.......             (0.04)              0.84                 7.99              21.25                0.90
   Year ended 9/30/85.......                --               0.39                 7.15              15.04                0.89

Minnesota Series--Class D
   2/1/94** - 9/30/94 ......                --              (0.49)                7.73              (3.08)               1.74+

Missouri Series--Class A 
   Year ended 9/30/94.......             (0.11)             (0.90)                7.41              (4.85)               0.74
   Year ended 9/30/93.......             (0.06)              0.51                 8.31              13.17                0.71
   Year ended 9/30/92.......             (0.07)              0.08                 7.80               7.87                0.83
   Year ended 9/30/91.......                --               0.50                 7.72              13.61                0.88
   Year ended 9/30/90.......                --              (0.06)                7.22               5.47                0.84
   Year ended 9/30/89.......                --               0.18                 7.28               9.33                0.96
   Year ended 9/30/88.......             (0.05)              0.53                 7.10              16.74                0.86
   Year ended 9/30/87.......                --              (0.75)                6.57              (4.20)               0.82
   7/1/86*-9/30/86..........                --               0.18                 7.32               3.87                0.86+

Missouri Series--Class D
   2/1/94** - 9/30/94 ......                --              (0.79)                7.41              (7.16)               1.70+

New York Series--Class A
   Year ended 9/30/94.......             (0.20)             (1.08)                7.67              (5.37)               0.87
   Year ended 9/30/93.......             (0.12)              0.62                 8.75              15.26                0.94
   Year ended 9/30/92.......             (0.07)              0.19                 8.13               9.80                0.79
   Year ended 9/30/91.......                --               0.54                 7.94              14.56                0.80
   Year ended 9/30/90.......             (0.05)             (0.31)                7.40               3.19                0.79
   Year ended 9/30/89.......             (0.03)              0.14                 7.71               9.35                0.80
   Year ended 9/30/88.......             (0.19)              0.29                 7.57              14.74                0.86
   Year ended 9/30/87.......             (0.25)             (0.96)                7.28              (2.42)               0.77
   Year ended 9/30/86.......             (0.10)              0.84                 8.24              21.75                0.79
   Year ended 9/30/85.......                --               0.43                 7.40              15.42                0.77

New York Series--Class D
   2/1/94** - 9/30/94 ......                --              (0.88)                7.67              (7.73)               1.81+

Ohio Series--Class A 
   Year ended 9/30/94.......             (0.17)             (0.87)                7.90              (3.08)               0.84
   Year ended 9/30/93.......             (0.07)              0.49                 8.77              12.81                0.85
   Year ended 9/30/92.......             (0.04)              0.22                 8.28               9.68                0.75
   Year ended 9/30/91.......             (0.01)              0.44                 8.06              12.96                0.77
   Year ended 9/30/90.......             (0.10)             (0.18)                7.62               5.70                0.77
   Year ended 9/30/89.......             (0.02)              0.09                 7.80               8.74                0.79
   Year ended 9/30/88.......             (0.20)              0.33                 7.71              15.76                0.83
   Year ended 9/30/87.......             (0.12)             (0.71)                7.38              (0.66)               0.78
   Year ended 9/30/86.......             (0.05)              0.82                 8.09              21.17                0.80
   Year ended 9/30/85.......                --               0.44                 7.27              15.92                0.85

Ohio Series--Class D
   2/1/94** - 9/30/94 ......                --              (0.69)                7.92              (5.36)               1.78+

Oregon Series--Class A 
   Year ended 9/30/94.......             (0.06)             (0.65)                7.43              (2.38)               0.78
   Year ended 9/30/93.......                --               0.48                 8.08              12.21                0.78
   Year ended 9/30/92.......                --               0.18                 7.60               8.35                0.68
   Year ended 9/30/91.......                --               0.46                 7.42              13.25                0.71
   Year ended 9/30/90.......                --              (0.09)                6.96               4.99                0.72
   Year ended 9/30/89.......                --               0.22                 7.05               9.95                0.64
   Year ended 9/30/88.......                --               0.62                 6.83              17.89                0.54
   10/15/86*-9/30/87........                --              (0.93)                6.21              (7.68)               0.52+

Oregon Series--Class D
   2/1/94**-9/30/94 ........                --              (0.59)                7.43              (4.76)               1.72+

</TABLE>

<TABLE>
<CAPTION>

                                          Ratio of
                                             Net
                                         Investment                                                             Adjusted Net
                                           Income                                     Net Assets at              Investment
Per Share Operating                      to Average             Portfolio             End of Period                Income
   Performance:                          Net Assets(1)           Turnover            (000's omitted)             Per Share(1)
- -------------------                      -------------          ---------            ---------------            ------------
<S>                                         <C>                    <C>                   <C>                       <C>  

Minnesota Series--Class A
   Year ended 9/30/94.......                5.70%                  3.30%                $134,990
   Year ended 9/30/93.......                5.89                   5.73                  144,600
   Year ended 9/30/92.......                6.29                  12.08                  151,922
   Year ended 9/30/91.......                6.28                   2.61                  182,979
   Year ended 9/30/90.......                6.40                  12.10                  160,930
   Year ended 9/30/89.......                6.61                   7.55                  148,425
   Year ended 9/30/88.......                6.95                  35.37                  132,541
   Year ended 9/30/87.......                6.85                  16.76                  118,093
   Year ended 9/30/86.......                7.41                  24.98                  108,016
   Year ended 9/30/85.......                8.49                  20.79                   53,139                  $0.61

Minnesota Series--Class D
   2/1/94** - 9/30/94 ......                4.68+                  3.30++                  1,649

Missouri Series--Class A
   Year ended 9/30/94.......                5.18                  14.33                   52,621                   0.39
   Year ended 9/30/93.......                5.29                  17.03                   56,861                   0.41
   Year ended 9/30/92.......                5.71                  18.80                   49,459
   Year ended 9/30/91.......                6.10                  16.30                   47,659
   Year ended 9/30/90.......                6.20                  30.46                   50,875
   Year ended 9/30/89.......                6.43                  32.81                   49,162
   Year ended 9/30/88.......                6.88                  12.32                   58,457
   Year ended 9/30/87.......                6.51                  11.53                   59,122                   0.47
   7/1/86*-9/30/86..........                5.21+                  0.18                   45,107                   0.10

Missouri Series--Class D
   2/1/94** - 9/30/94 ......                4.27+                 14.33++                    350                   0.22

New York Series--Class A
   Year ended 9/30/94.......                5.31                  28.19                   90,914
   Year ended 9/30/93.......                5.37                  27.90                  104,685
   Year ended 9/30/92.......                6.09                  42.90                   92,681
   Year ended 9/30/91.......                6.57                  44.57                   83,684
   Year ended 9/30/90.......                6.65                  32.14                   77,766
   Year ended 9/30/89.......                6.78                  47.69                   75,471
   Year ended 9/30/88.......                6.96                  62.42                   74,238
   Year ended 9/30/87.......                6.90                  20.42                   72,782
   Year ended 9/30/86.......                7.44                  35.89                   64,562
   Year ended 9/30/85.......                8.47                  58.56                   35,897                   0.62

New York Series--Class D
   2/1/94** - 9/30/94 ......                4.39+                 28.19++                    476

Ohio Series--Class A
   Year ended 9/30/94.......                5.34                   9.37                  171,469
   Year ended 9/30/93.......                5.44                  30.68                  190,083
   Year ended 9/30/92.......                6.02                   7.15                  170,427
   Year ended 9/30/91.......                6.42                  13.95                  156,179
   Year ended 9/30/90.......                6.63                  16.05                  136,251
   Year ended 9/30/89.......                6.91                  12.72                  131,900
   Year ended 9/30/88.......                7.20                  26.71                  122,386
   Year ended 9/30/87.......                7.05                  15.00                  119,703
   Year ended 9/30/86.......                7.62                  17.21                  114,023
   Year ended 9/30/85.......                8.61                  25.95                   50,712                   0.62

Ohio Series--Class D
   2/1/94** - 9/30/94 ......                4.41+                  9.37++                    324

Oregon Series--Class A
   Year ended 9/30/94.......                5.20                   9.43                   59,884                   0.39
   Year ended 9/30/93.......                5.35                   8.08                   62,095                   0.41
   Year ended 9/30/92.......                5.63                   0.21                   48,797                   0.42
   Year ended 9/30/91.......                6.06                   7.60                   39,350                   0.42
   Year ended 9/30/90.......                6.17                   4.09                   32,221                   0.42
   Year ended 9/30/89.......                6.34                   0.19                   30,510                   0.42
   Year ended 9/30/88.......                6.86                   3.94                   26,609                   0.42
   10/15/86*-9/30/87........                6.44+                 20.16                   24,434                   0.39

Oregon Series--Class D
   2/1/94**-9/30/94 ........                4.32+                  9.43++                    843                   0.22

</TABLE>


<TABLE>
<CAPTION>

                                                                   Adjusted
                                            Adjusted               Ratio of
                                            Ratio of            Net Investment
                                          Expenses to               Income
Per Share Operating                       Average Net             to Average
   Performance:                            Assets(1)             Net Assets(1)
- -------------------                       -----------           --------------
<S>                                         <C>                     <C>  

Minnesota Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   Year ended 9/30/86.......
   Year ended 9/30/85.......                0.99%                   8.40%

Minnesota Series--Class D 
   2/1/94** - 9/30/94 ......

Missouri Series--Class A 
   Year ended 9/30/94.......                0.88                    5.04
   Year ended 9/30/93.......                0.91                    5.09
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......                0.89                    6.43
   7/1/86*-9/30/86..........                1.07+                   5.42+

Missouri Series--Class D
   2/1/94** - 9/30/94 ......                1.80+                   4.17+

New York Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   Year ended 9/30/86.......
   Year ended 9/30/85.......                0.90                    8.33

New York Series--Class D
   2/1/94** - 9/30/94 ......

Ohio Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   Year ended 9/30/86.......
   Year ended 9/30/85.......                0.91                    8.56

Ohio Series--Class D 
   2/1/94** - 9/30/94 ......

Oregon Series--Class A 
   Year ended 9/30/94.......                0.89                    5.09
   Year ended 9/30/93.......                0.93                    5.20
   Year ended 9/30/92.......                0.83                    5.48
   Year ended 9/30/91.......                0.91                    5.86
   Year ended 9/30/90.......                0.93                    5.96
   Year ended 9/30/89.......                0.96                    6.03
   Year ended 9/30/88.......                1.01                    6.39
   10/15/86*-9/30/87........                1.11+                   5.85+

Oregon Series--Class D
   2/1/94**-9/30/94 ........                1.82+                   4.22+


</TABLE>

- ------------
(1)During the periods stated, the Manager, at its discretion, reimbursed certain
   expenses  and/or  waived all or  portions  of its fees.  The  adjusted  net
   investment  income per share and adjusted  ratios  reflect what the results
   would have been had the Manager not reimbursed  certain expenses and/or not
   waived its fees.

 * Commencement of offering of Class A shares.

** Commencement of offering of Class D shares.

 + Annualized.

++ For the year ended 9/30/94.

    


                                       12 & 13
<PAGE>



<TABLE>
<CAPTION>
   

                                                                                                   Increase
                                                                             Net Realized         (Decrease)
                                     Net Asset Value          Net            & Unrealized            from             Dividends
Per Share Operating                    at Beginning        Investment        Investment           Investment           Paid or
   Performance:                         of Period            Income(1)       Gain (Loss)          Operations          Declared
- -------------------                  ---------------       ----------        ------------         ----------          --------
<S>                                         <C>                <C>               <C>                <C>                 <C>    

South Carolina Series--Class A
   Year ended 9/30/94.......               $8.52              $0.41            $(0.79)            $(0.38)             $(0.41)
   Year ended 9/30/93.......                8.00               0.43              0.54               0.97               (0.43)
   Year ended 9/30/92.......                7.71               0.45              0.31               0.76               (0.45)
   Year ended 9/30/91.......                7.23               0.46              0.52               0.98               (0.46)
   Year ended 9/30/90.......                7.37               0.48             (0.14)              0.34               (0.48)
   Year ended 9/30/89.......                7.21               0.48              0.17               0.65               (0.48)
   Year ended 9/30/88.......                6.67               0.50              0.54               1.04               (0.50)
   6/30/87*-9/30/87.........                7.14               0.11             (0.47)             (0.36)              (0.11)

South Carolina Series--Class D 
   2/1/94** - 9/30/94 ......                8.42               0.22             (0.81)             (0.59)              (0.22)

California High-Yield Series--Class A
   Year ended 9/30/94.......                6.73               0.37             (0.34)              0.03               (0.37)
   Year ended 9/30/93.......                6.65               0.39              0.28               0.67               (0.39)
   Year ended 9/30/92.......                6.50               0.41              0.16               0.57               (0.41)
   Year ended 9/30/91.......                6.18               0.42              0.33               0.75               (0.42)
   Year ended 9/30/90.......                6.36               0.42             (0.07)              0.35               (0.42)
   Year ended 9/30/89.......                6.27               0.44              0.15               0.59               (0.44)
   Year ended 9/30/88.......                5.94               0.44              0.39               0.83               (0.44)
   Year ended 9/30/87.......                6.73               0.46             (0.53)             (0.07)              (0.46)
   Year ended 9/30/86.......                5.96               0.51              0.89               1.40               (0.51)
   11/20/84*- 9/30/85.......                5.73               0.47              0.23               0.70               (0.47)

California High-Yield Series--Class D
   2/1/94**-9/30/94.........                6.67               0.21             (0.36)             (0.15)              (0.21)

California Quality Series--Class A
   Year ended 9/30/94.......                7.28               0.35             (0.73)             (0.38)              (0.35)
   Year ended 9/30/93.......                6.85               0.37              0.54               0.91               (0.37)
   Year ended 9/30/92.......                6.65               0.40              0.22               0.62               (0.40)
   Year ended 9/30/91.......                6.22               0.40              0.46               0.86               (0.40)
   Year ended 9/30/90.......                6.47               0.40             (0.13)              0.27               (0.40)
   Year ended 9/30/89.......                6.29               0.42              0.19               0.61               (0.42)
   Year ended 9/30/88.......                6.01               0.42              0.39               0.81               (0.42)
   Year ended 9/30/87.......                6.73               0.45             (0.59)             (0.14)              (0.45)
   Year ended 9/30/86.......                5.98               0.49              0.83               1.32               (0.49)
   11/20/84*- 9/30/85.......                5.73               0.44              0.25               0.69               (0.44)

California Quality Series--Class D
   2/1/94**-9/30/94 ........                7.13               0.19             (0.75)             (0.56)              (0.19)

Florida Series--Class A 
   Year ended 9/30/94.......                8.20               0.42             (0.74)             (0.32)              (0.42)
   Year ended 9/30/93.......                7.56               0.46              0.65               1.11               (0.46)
   Year ended 9/30/92.......                7.37               0.47              0.19               0.66               (0.47)
   Year ended 9/30/91.......                6.90               0.43              0.47               0.90               (0.43)
   Year ended 9/30/90.......                6.99               0.45             (0.09)              0.36               (0.45)
   Year ended 9/30/89.......                6.71               0.46              0.28               0.74               (0.46)
   Year ended 9/30/88.......                6.02               0.47              0.69               1.16               (0.47)
   11/17/86*-9/30/87........                7.14               0.40             (1.12)             (0.72)              (0.40)

Florida Series--Class D
   2/1/94**-9/30/94 ........                8.10               0.24             (0.76)             (0.52)              (0.24)

North Carolina Series--Class A
   Year ended 9/30/94.......                8.22               0.41             (0.87)             (0.46)              (0.41)
   Year ended 9/30/93.......                7.61               0.43              0.63               1.06               (0.43)
   Year ended 9/30/92.......                7.39               0.44              0.22               0.66               (0.44)
   Year ended 9/30/91.......                7.04               0.45              0.35               0.80               (0.45)
   8/27/90*-9/30/90.........                7.14               0.03             (0.10)             (0.07)              (0.03)

North Carolina Series--Class D 
   2/1/94**-9/30/94 ........                8.17               0.23             (0.88)             (0.65)              (0.23)


</TABLE>


<TABLE>
<CAPTION>

                                                                                                  Total Return           Ratio of
                                      Distributions         Net Increase        Net Asset           Based on             Expenses
Per Share Operating                      from Net          (Decrease) in         Value at          Net Asset            to Average
   Performance:                       Gain Realized       Net Asset Value     End of Period          Value             Net Assets(1)
___________________                   -------------       ---------------     -------------       ------------         ------------ 
<S>                                       <C>                <C>                  <C>                <C>                 <C>    

South Carolina Series--Class A
   Year ended 9/30/94.......            $(0.12)            $(0.91)               $7.61              (4.61)%              0.83%
   Year ended 9/30/93.......             (0.02)              0.52                 8.52              12.52                0.85
   Year ended 9/30/92.......             (0.02)              0.29                 8.00              10.08                0.81
   Year ended 9/30/91.......             (0.04)              0.48                 7.71              13.95                0.81
   Year ended 9/30/90.......                --              (0.14)                7.23               4.48                0.73
   Year ended 9/30/89.......             (0.01)              0.16                 7.37               9.41                0.68
   Year ended 9/30/88.......                --               0.54                 7.21              16.18                0.33
   6/30/87*-9/30/87.........                --              (0.47)                6.67              (5.37)               0.02+

South Carolina Series--Class D
   2/1/94** - 9/30/94 ......                --              (0.81)                7.61              (7.14)               1.74+

California High-Yield Series--Class A
   Year ended 9/30/94.......             (0.09)             (0.43)                6.30               0.41                0.85
   Year ended 9/30/93.......             (0.20)              0.08                 6.73              10.66                0.88
   Year ended 9/30/92.......             (0.01)              0.15                 6.65               9.00                0.82
   Year ended 9/30/91.......             (0.01)              0.32                 6.50              12.53                0.83
   Year ended 9/30/90.......             (0.11)             (0.18)                6.18               5.57                0.89
   Year ended 9/30/89.......             (0.06)              0.09                 6.36               9.61                0.89
   Year ended 9/30/88.......             (0.06)              0.33                 6.27              14.72                0.91
   Year ended 9/30/87.......             (0.26)             (0.79)                5.94              (1.46)               0.83
   Year ended 9/30/86.......             (0.12)              0.77                 6.73              24.79                0.66
   11/20/84*- 9/30/85.......                --               0.23                 5.96              12.22                0.41+

California High-Yield Series--Class D
   2/1/94**-9/30/94.........                --              (0.36)                6.31              (2.47)               1.74+

California Quality Series--Class A
   Year ended 9/30/94.......             (0.16)             (0.89)                6.39              (5.46)               0.81
   Year ended 9/30/93.......             (0.11)              0.43                 7.28              13.92                0.82
   Year ended 9/30/92.......             (0.02)              0.20                 6.85               9.56                0.78
   Year ended 9/30/91.......             (0.03)              0.43                 6.65              14.35                0.78
   Year ended 9/30/90.......             (0.12)             (0.25)                6.22               4.22                0.83
   Year ended 9/30/89.......             (0.01)              0.18                 6.47               9.86                0.85
   Year ended 9/30/88.......             (0.11)              0.28                 6.29              14.37                0.86
   Year ended 9/30/87.......             (0.13)             (0.72)                6.01              (2.59)               0.77
   Year ended 9/30/86.......             (0.08)              0.75                 6.73              23.06                0.67
   11/20/84*- 9/30/85.......                --               0.25                 5.98              11.95                0.48+

California Quality Series--Class D
   2/1/94**-9/30/94 ........                --              (0.75)                6.38              (8.01)               1.77+

Florida Series--Class A 
   Year ended 9/30/94.......             (0.12)             (0.86)                7.34              (3.99)               0.42
   Year ended 9/30/93.......             (0.01)              0.64                 8.20              15.21                0.23
   Year ended 9/30/92.......                --               0.19                 7.56               9.24                0.17
   Year ended 9/30/91.......                --               0.47                 7.37              13.41                0.90
   Year ended 9/30/90.......                --              (0.09)                6.90               5.23                0.65
   Year ended 9/30/89.......                --               0.28                 6.99              11.28                0.69
   Year ended 9/30/88.......                --               0.69                 6.71              19.82                0.67
   11/17/86*-9/30/87........                --              (1.12)                6.02             (10.74)               0.50+

Florida Series--Class D
   2/1/94**-9/30/94 ........                --              (0.76)                7.34              (6.64)               1.29+

North Carolina Series--Class A
   Year ended 9/30/94.......             (0.05)             (0.92)                7.30              (5.80)               0.44
   Year ended 9/30/93.......             (0.02)              0.61                 8.22              14.46                0.23
   Year ended 9/30/92.......                --               0.22                 7.61               9.23                0.14
   Year ended 9/30/91.......                --               0.35                 7.39              11.97                0.07
   8/27/90*-9/30/90.........                --              (0.10)                7.04              (1.40)               0.94+

North Carolina Series--Class D
   2/1/94**-9/30/94 ........                --              (0.88)                7.29              (8.15)               1.27+


</TABLE>

<TABLE>
<CAPTION>

                                          Ratio of
                                             Net
                                         Investment                                                             Adjusted Net
                                           Income                                     Net Assets at              Investment
Per Share Operating                      to Average             Portfolio             End of Period                Income
   Performance:                          Net Assets(1)           Turnover            (000's omitted)             Per Share(1)
- -------------------                      -------------          ---------            ---------------            ------------
<S>                                         <C>                     <C>                   <C>                       <C>  

South Carolina Series--Class A
   Year ended 9/30/94.......                5.12%                   1.81%                $115,133
   Year ended 9/30/93.......                5.19                   17.69                  120,589
   Year ended 9/30/92.......                5.71                    3.37                   82,882
   Year ended 9/30/91.......                6.14                    9.05                   63,863                  $0.45
   Year ended 9/30/90.......                6.47                   15.26                   49,234                   0.47
   Year ended 9/30/89.......                6.48                    0.03                   46,487                   0.46
   Year ended 9/30/88.......                7.03                   12.36                   26,385                   0.45
   6/30/87*-9/30/87.........                6.34+                     --                   12,033                   0.08

South Carolina Series--Class D
   2/1/94** - 9/30/94 ......                4.29+                   1.81++                  1,478

California High-Yield Series--Class A
   Year ended 9/30/94.......                5.74                    8.36                   48,007
   Year ended 9/30/93.......                5.94                    7.70                   51,218
   Year ended 9/30/92.......                6.20                   45.50                   49,448
   Year ended 9/30/91.......                6.67                    5.13                   49,172
   Year ended 9/30/90.......                6.68                   17.66                   49,312
   Year ended 9/30/89.......                6.85                   14.70                   51,079
   Year ended 9/30/88.......                7.17                   20.79                   53,037
   Year ended 9/30/87.......                7.07                   16.89                   56,598
   Year ended 9/30/86.......                7.88                   54.08                   51,046                   0.50
   11/20/84*- 9/30/85.......                7.67+                  88.69                   29,649                   0.44

California High-Yield Series--Class D
   2/1/94**-9/30/94.........                4.73+                   8.36++                    650 

California Quality Series--Class A
   Year ended 9/30/94.......                5.20                   22.16                   99,020
   Year ended 9/30/93.......                5.30                   15.67                  111,732
   Year ended 9/30/92.......                5.86                   34.25                   93,557
   Year ended 9/30/91.......                6.19                   20.11                   77,884
   Year ended 9/30/90.......                6.31                   28.61                   61,854
   Year ended 9/30/89.......                6.53                   57.85                   59,258
   Year ended 9/30/88.......                6.74                   46.47                   58,608
   Year ended 9/30/87.......                6.76                   15.17                   58,872
   Year ended 9/30/86.......                7.36                   28.66                   53,388                   0.48
   11/20/84*- 9/30/85.......                7.10+                  57.28                   24,957                   0.41

California Quality Series--Class D
   2/1/94**-9/30/94 ........                4.39+                  22.16++                    812

Florida Series--Class A
   Year ended 9/30/94.......                5.49                    6.17                   49,897                   0.38
   Year ended 9/30/93.......                5.82                   16.42                   52,855                   0.40
   Year ended 9/30/92.......                6.32                   12.62                   37,957                   0.41
   Year ended 9/30/91.......                6.00                      --                   28,173                   0.42
   Year ended 9/30/90.......                6.44                   13.08                   24,025                   0.44
   Year ended 9/30/89.......                6.61                    2.41                   23,062                   0.44
   Year ended 9/30/88.......                7.18                    1.07                   20,457                   0.45
   11/17/86*-9/30/87........                6.85+                  28.52                   22,228                   0.37

Florida Series--Class D
   2/1/94**-9/30/94 ........                4.61+                   6.17++                    244                   0.21

North Carolina Series--Class A
   Year ended 9/30/94.......                5.29                   15.61                   38,920                   0.35
   Year ended 9/30/93.......                5.44                    3.13                   38,828                   0.35
   Year ended 9/30/92.......                5.83                   12.51                   21,836                   0.34
   Year ended 9/30/91.......                6.10                      --                    9,255                   0.22
   8/27/90*-9/30/90.........                4.48+                     --                    1,377                   0.01

North Carolina Series--Class D
   2/1/94**-9/30/94 ........                4.49+                  15.61++                  1,282                   0.20


</TABLE>



<TABLE>
<CAPTION>

                                                                   Adjusted
                                            Adjusted               Ratio of
                                            Ratio of            Net Investment
                                          Expenses to               Income
Per Share Operating                       Average Net             to Average
   Performance:                            Assets(1)             Net Assets(1)
- -------------------                       -----------           --------------
<S>                                         <C>                     <C>  

South Carolina Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......                0.91%                   6.04%
   Year ended 9/30/90.......                0.84                    6.35
   Year ended 9/30/89.......                0.88                    6.28
   Year ended 9/30/88.......                1.00                    6.36
   6/30/87*-9/30/87.........                2.08+                   4.28+

South Carolina Series--Class D 
   2/1/94** - 9/30/94 ......

California High-Yield Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   Year ended 9/30/86.......                0.80                    7.73
   11/20/84*- 9/30/85.......                0.91+                   7.17+

California High-Yield Series--Class D
   2/1/94**-9/30/94.........

California Quality Series--Class A
   Year ended 9/30/94.......
   Year ended 9/30/93.......
   Year ended 9/30/92.......
   Year ended 9/30/91.......
   Year ended 9/30/90.......
   Year ended 9/30/89.......
   Year ended 9/30/88.......
   Year ended 9/30/87.......
   Year ended 9/30/86.......                0.80                    7.23
   11/20/84*- 9/30/85.......                0.98+                   6.61+

California Quality Series--Class D
   2/1/94**-9/30/94 ........

Florida Series--Class A 
   Year ended 9/30/94.......                1.00                    4.91
   Year ended 9/30/93.......                1.03                    5.01
   Year ended 9/30/92.......                1.02                    5.47
   Year ended 9/30/91.......                1.15                    5.75
   Year ended 9/30/90.......                0.90                    6.20
   Year ended 9/30/89.......                0.94                    6.36
   Year ended 9/30/88.......                0.91                    6.93
   11/17/86*-9/30/87........                1.01+                   6.35+

Florida Series--Class D
   2/1/94**-9/30/94 ........                1.84+                   4.06+

North Carolina Series--Class A
   Year ended 9/30/94.......                1.13                    4.60
   Year ended 9/30/93.......                1.22                    4.45
   Year ended 9/30/92.......                1.40                    4.57
   Year ended 9/30/91.......                3.22                    2.96
   8/27/90*-9/30/90.........                4.48+                   1.04+

North Carolina Series--Class D
   2/1/94**-9/30/94 ........                1.95+                   3.82+

</TABLE>



- ------------
(1)During the periods stated, the Manager, at its discretion, reimbursed certain
   expenses  and/or  waived all or  portions  of its fees.  The  adjusted  net
   investment  income per share and adjusted  ratios  reflect what the results
   would have been had the Manager not reimbursed  certain expenses and/or not
   waived its fees.

 * Commencement of offering of Class A shares.

** Commencement of offering of Class D shares.

 + Annualized.

++ For the year ended 9/30/94.

    


                                       14 & 15
<PAGE>
ALTERNATIVE DISTRIBUTION SYSTEM

   
   Each  Series  offers  two  classes  of  shares.  Class A  shares  are sold to
investors who have concluded that they would prefer to pay an initial sales load
and have the  benefit of lower  continuing  charges.  Class D shares are sold to
investors choosing to pay no initial sales load, a higher  distribution fee and,
with respect to redemptions within one year of purchase, a CDSL. The Alternative
Distribution  System allows investors to choose the method of purchasing  shares
that is most  beneficial in light of the amount of the  purchase,  the length of
time the  shares  are  expected  to be held and  other  relevant  circumstances.
Investors  should determine  whether under their particular  circumstances it is
more advantageous to incur an initial sales load and be subject to lower ongoing
charges,  as  discussed  below,  or to have the entire  initial  purchase  price
invested  in a Series with the  investment  thereafter  being  subject to higher
ongoing charges and, for a one-year period, a CDSL.

   Investors who qualify for reduced sales loads,  as described  under "Purchase
of Shares" below, might choose to purchase Class A shares because Class A shares
would be  subject  to lower  ongoing  fees.  The  amount  invested  in a Series,
however, is reduced by the initial sales load deducted at the time of purchase.

   Investors  who do not qualify for reduced  initial  sales loads but expect to
maintain  their  investment  for an extended  period of time might also purchase
Class A shares because over time the accumulated continuing  distribution fee of
Class D shares may exceed the initial sales load and lower  distribution  fee of
Class A shares.  This  consideration  must be weighed  against the fact that the
amount  invested in a Series will be reduced by the initial  sales load deducted
at the time of purchase.  Furthermore,  the distribution  fees will be offset to
the extent any return is realized on the  additional  funds  initially  invested
under the Class D alternative.
    

   On the other hand,  some investors might determine to have all of their funds
invested  initially by purchasing Class D shares although remaining subject to a
higher  continuing  distribution  fee  and,  for a  one-year  period,  a CDSL as
described below. For example, an investor who does not qualify for reduced sales
loads would have to hold Class A shares for more than 6.33 years for the Class D
distribution  fee to exceed the initial sales load plus the  distribution fee on
Class A shares.  This example does not take into account the time value of money
which  further  reduces the impact of the Class D shares' 1%  distribution  fee,
fluctuations  in net asset  value or the effect of the return on the  investment
over this period of time.

   
   The two  classes  of  shares  of a  Series  represent  interests  in the same
portfolio of  investments,  have the same rights and are generally  identical in
all respects except that each class bears its separate  distribution and certain
class  expenses and has  exclusive  voting  rights with respect to any matter to
which a separate vote of any class is required by the Investment  Company Act of
1940,  as amended  (the "1940  Act"),  or  applicable  state law. The net income
attributable  to each  class and  dividends  payable on the shares of each class
will be reduced by the amount of distribution fee of each class.  Class D shares
bear a higher  distribution fee which will cause the Class D shares to pay lower
dividends than the Class A shares.  The two classes also have separate  exchange
privileges.

   Directors  or  Trustees  of each Fund  believe  that no  conflict of interest
currently  exists  between the Class A and Class D shares.  On an ongoing basis,
they,  in the  exercise  of  their  fiduciary  duties  under  the  1940  Act and
applicable state law, will seek to ensure that no such conflict arises. For this
purpose,  they will monitor for the existence of any material conflict among the
classes and will take such action as is  reasonably  necessary to eliminate  any
such conflicts that may develop.
    


   Differences  Between Classes.  The primary  distinctions  between Class A and
Class D shares are their sales load structures and ongoing expenses as set forth
below. Each class has advantages and disadvantages for different investors,  and
investors should choose the class that best suits their  circumstances and their
objectives.

                                       16
<PAGE>



                               Annual 12b-1 Fees
                               (as a % of average
         Sales Load            daily net assets)      Other Information
         ----------            ------------------     -----------------

Class A  Maximum initial       Service fee of         Initial sales load
         sales load of 4.75%   .25%.                  waived or reduced
         of the public                                for certain
         offering price.                              purchases.

Class D  None                  Service fee of         CDSL of 1% on
                               .25%; Distribution     redemptions within
                               fee of .75%.           one year of
                                                      purchase.


INVESTMENT OBJECTIVE AND POLICIES

Tax-Exempt Securities

   
   As used in this Prospectus, tax-exempt securities refers to short-term notes,
commercial  paper and intermediate and long-term bonds issued by or on behalf of
states,  territories  and  possessions  of the United States and the District of
Columbia, and their political subdivisions (such as counties,  cities, boroughs,
townships,  school districts and authorities),  agencies, and instrumentalities,
the interest on which is, in the opinion of counsel to the issuers,  exempt from
regular  federal  income taxes and, in certain  instances,  applicable  state or
local income taxes. Such securities are traded primarily in the over-the-counter
market.

   Tax-exempt  bonds are issued to obtain  funds for  various  public  purposes,
including  the  construction  of a wide  range  of  public  facilities  such  as
airports, bridges, highways,  housing, hospitals, mass transportation,  schools,
streets, water and sewer works, and gas and electric utilities. Tax-exempt bonds
also may be issued in connection with the refunding of outstanding  obligations,
obtaining funds to lend to other public  institutions and for general  operating
expenses.

   The two principal classifications of tax-exempt bonds are "general obligation
bonds" and "revenue bonds." General obligation bonds are secured by the issuer's
pledge of its faith,  credit and taxing power for the payment of  principal  and
interest.  Revenue bonds are payable from the revenues derived from a particular
facility  or class of  facilities  or, in some  cases,  from the  proceeds  of a
special excise tax or other specific  revenue  source,  but not from the general
taxing power.  In addition,  certain  types of  "industrial  development  bonds"
issued   by  or  on  behalf  of   public   authorities   to  obtain   funds  for
privately-operated  facilities  are eligible  for  purchase,  provided  that the
interest  paid thereon  qualifies  as exempt from  federal  income taxes and, in
certain instances,  applicable state and/or local taxes.  Tax-exempt  industrial
development bonds do not generally carry the pledge of the credit of the issuing
municipality.  Interest  earned from certain  tax-exempt  securities  (including
certain  industrial  development  bonds) that are  private  activity  bonds,  as
defined in the Internal  Revenue Code of 1986,  is treated as a preference  item
for purposes of the  alternative  minimum tax. In the event the Series invest in
tax-exempt  securities whose interest is subject to the alternative minimum tax,
no more than 20% of each Series'  assets  would be invested in such  securities,
together with  securities the interest on which is subject to federal,  state of
local income tax.

   Tax-exempt notes generally are issued to provide for short-term capital needs
and generally have  maturities of 5 years or less.  They include such securities
as Tax Anticipation Notes,  Revenue  Anticipation Notes, Bond Anticipation Notes
and  Construction  Loan  Notes.   Tax-exempt  commercial  paper  are  short-term
obligations generally having a maturity of less than nine months.

   It should be noted that tax-exempt  securities  may  be adversely affected by
local  political and economic  conditions and  developments  within a particular
state. For example, adverse conditions in an industry that is significant to the
state could have a correspondingly adverse effect on specific issuers within the
state or on anticipated revenue of the issuing state;  conversely,  an improving
economic  outlook for a significant  industry may have a positive effect on such
issuers or revenue. The value of tax-exempt securities is dependent on a variety
of factors,  including general  conditions in the money markets or the municipal
bond markets,  political and economic factors  nationally or within a state, the
size of the particular offering, the supply of tax-exempt bonds, the maturity of
the  obligation,  the credit  quality and rating of the issue and the assistance
    
 
                                       17
<PAGE>


   
provided to the bond issuing  authority by the  applicable  state.  Under normal
market conditions,  if general market interest rates are increasing,  the prices
of bonds will decrease.  In a market of decreasing  interest rates, the opposite
will generally be true. In either case, the longer the maturity, the greater the
effect. A more detailed  description of the tax-exempt  securities in which each
Series may  invest  and  special  factors  relating  to them is set forth in the
Series' Statement of Additional Information.


Seligman New Jersey Tax-Exempt Fund, Inc.

   The New Jersey  Fund is a  non-diversified,  open-end  management  investment
company, as defined in the 1940 Act, or mutual fund, incorporated in Maryland on
March 13, 1987.

   The New Jersey Fund seeks to maximize  income exempt from federal  income tax
and New Jersey personal income tax to the extent consistent with preservation of
capital  and with  consideration  given to  opportunities  for  capital  gain by
investing in New Jersey tax-exempt securities that are rated investment grade on
the date of  investment.  The New  Jersey  Fund also may  invest  in New  Jersey
tax-exempt  securities that, while not rated as investment  grade, are not rated
lower than B by S&P or Moody's, or if not rated, are believed, based upon credit
analysis  by the  Manager,  to  have  at  least  comparable  credit  to B  rated
securities.  There  can be no  assurance  that the Fund will be able to meet its
investment objective.

   The Fund will  attempt to invest 100% and as a matter of  fundamental  policy
will  invest  at least  80% of the value of its net  assets  in  securities  the
interest  on which is exempt  from  federal  income tax and New Jersey  personal
income tax.  However,  in abnormal market  conditions if, in the judgment of the
Manager,  tax-exempt  securities  satisfying  the  Fund's  objective  may not be
purchased  or  for  other  temporary  defensive  purposes,  the  Fund  may  make
investments  in  securities  the  interest on which is exempt only from  federal
income tax,  such as  securities  issued by states other than New Jersey,  or is
exempt only from New Jersey  personal  income tax, such as securities  issued by
the U.S.  Government  (such as Treasury bills,  notes and bonds),  its agencies,
instrumentalities or authorities.  Moreover, under such conditions, the Fund may
also make temporary investments in fixed-income securities the interest on which
is not exempt from either federal income tax or New Jersey  personal income tax.
Such investments will be substantially in highly-rated corporate debt securities
(rated AA--, or better,  by S&P or Aa3, or better,  by Moody's) prime commercial
paper (rated  A-1+/A-1 by S&P or P-1 by Moody's) and  certificates of deposit of
"Acceptable Banking  Institutions."  Acceptable Banking Institutions are defined
as the 100  largest  (based on  assets)  banks that are  subject  to  regulatory
supervision  by the U.S.  Government  or state  governments  and the 50  largest
(based on assets)  foreign banks with branches or agencies in the United States.
Investments in certificates of deposit of foreign banks and foreign  branches of
U.S. banks may involve certain risks,  including  different  regulation,  use of
different  accounting  procedures,  political  or other  economic  developments,
exchange  controls,  or possible seizure or nationalization of foreign deposits.
The Fund is  permitted  to  purchase  project  notes  and  standby  commitments;
however, the Fund has no present intention of investing in such securities.


Seligman Pennsylvania Tax-Exempt Fund Series

   The Pennsylvania Fund is a non-diversified,  open-end  management  investment
company organized as an unincorporated  trust under the laws of the Commonwealth
of Pennsylvania by a Declaration of Trust dated May 13, 1986.

   The  Pennsylvania   Fund  seeks  high  tax-exempt   income   consistent  with
preservation of capital by investing in Pennsylvania  tax-exempt securities that
are rated investment grade on the date of investment. The Pennsylvania Fund also
may invest in unrated Pennsylvania  tax-exempt  securities if, based upon credit
analysis by the Manager,  it is believed that such  securities are of comparable
quality to investment  grade  securities.  The securities which the Pennsylvania
Fund will hold ordinarily will have maturities in excess of one year.  There can
be no assurance that the Fund will be able to meet its investment objective.

    




                                       18
<PAGE>


   
   The Fund will  attempt to invest 100% and as a matter of  fundamental  policy
will  invest  at least  80% of the value of its net  assets  in  securities  the
interest on which is exempt from federal and Pennsylvania income taxes. However,
in abnormal  market  conditions  if, in the judgment of the Manager,  tax-exempt
securities  satisfying the Fund's objectives  cannot be purchased,  the Fund may
make  temporary  investments  in securities the interest on which is exempt only
from  federal  income  tax,  such as  securities  issued  by states  other  than
Pennsylvania  ,  or is  exempt  only  from  Pennsylvania  income  tax,  such  as
securities issued by the U.S.  Government (such as bills,  notes and bonds), its
agencies, instrumentalities or authorities. Moreover, under such conditions, the
Fund may make temporary  investments in high quality  securities the interest on
which is not exempt from  either  federal or  Pennsylvania  income  taxes.  Such
investments  will be  substantially  in  highly-rated  corporate debt securities
(rated AA--, or better, by S&P or Aa3, or better, by Moody's),  prime commercial
paper (rated  A-1+/A-1 by S&P or P-1 by Moody's) and  certificates of deposit of
Acceptable Banking Institutions,  as defined above.  Investments in certificates
of deposit of foreign  banks and  foreign  branches  of U.S.  banks may  involve
certain risks, as described above.

   Although the underlying  value and quality of particular  securities  will be
considered in selecting  investments for the Fund, capital appreciation will not
be a factor. However, the Fund may sell securities held in its portfolio and, as
a result, realize capital gain or loss, in order to eliminate unsafe investments
and  investments  not  consistent  with the  preservation  of the capital or tax
status  of the  Fund;  honor  redemption  orders;  meet  anticipated  redemption
requirements  and negate gains from  discount  purchases;  reinvest the earnings
from portfolio  securities in like securities;  or defray normal  administration
expenses.

   The Fund is authorized to purchase standby commitments; however, the Fund has
no present intention of investing in such securities.

Seligman Tax-Exempt Fund Series, Inc.

   The Tax-Exempt  Fund is a  non-diversified,  open-end  management  investment
company, as defined in the 1940 Act, incorporated in Maryland on August 8, 1983.
The Tax-Exempt  Fund consists of a National  Series and twelve state Series,  as
described  below.  The  Tax-Exempt  Fund State Series offer  investments  in the
following states:

          Colorado             Minnesota
          Georgia              Missouri
          Louisiana            New York
          Maryland             Ohio
          Massachusetts        Oregon
          Michigan             South Carolina

   Tax-Exempt  Fund National Series seeks to maximize income exempt from federal
income  taxes to the extent  consistent  with  preservation  of capital and with
consideration  given to  opportunities  for capital  gain.  Under normal  market
conditions,  the National  Series  attempts to invest  100%,  and as a matter of
fundamental  policy  will invest at least 80%, of the value of its net assets in
securities of states,  territories  and possessions of the United States and the
District  of  Columbia,   and  their   political   subdivisions,   agencies  and
instrumentalities,  the interest on which is exempt from federal  income  taxes.
There can be no  assurance  that the Series will be able to meet its  investment
objective.
    

   Tax-Exempt Fund State Series each seek to maximize income exempt from federal
income taxes and from the personal  income taxes of its designated  state to the
extent consistent with preservation of capital and with  consideration  given to
opportunities  for capital gain.  Each State Series attempts to invest 100%, and
as a matter of fundamental  policy invests at least 80%, of the value of its net
assets in securities  the interest on which is exempt from federal  income taxes
and from the personal  income taxes of the designated  state.  Each State Series
may also invest in tax-exempt securities of issuers outside its designated state
if such  securities  bear interest that is exempt from federal  income taxes and
personal income taxes of the state.  If, in abnormal market  conditions,  in the
judgment  of  the  Manager,  tax-exempt  securities  satisfying  the  investment
objectives of any of the State Series are not  available or for other  defensive
purposes, such State Series may temporarily invest up to 20% of the value of its
net assets in  instruments  the interest on which is exempt from federal  income
taxes, but not State personal income taxes. Such securities would




                                       19
<PAGE>


   
include those set forth under Tax-Exempt  Securities above, that would otherwise
meet the Series'  objectives.  There can be no  assurance  that a Series will be
able to meet its investment objective.

   Each State Series and the National Series are expected to invest principally,
without  percentage  limitations,   in  tax-exempt  securities  that  are  rated
investment  grade on the date of  investment.  Each  Series  also may  invest in
unrated tax-exempt  securities if, based upon credit analysis by the Manager, it
is believed that such securities are of comparable  quality to investment  grade
securities.

   In unusual  circumstances,  the  Tax-Exempt  Fund may invest up to 20% of the
value of its net assets on a temporary  basis in  fixed-income  securities,  the
interest on which is subject to federal,  state or local income tax, pending the
investment  or  reinvestment  in  tax-exempt  securities of proceeds of sales of
shares or sales of portfolio  securities  or in order to avoid the  necessity of
liquidating  portfolio investments to meet redemptions of shares by investors or
where market  conditions due to rising  interest rates or other adverse  factors
warrant  temporary  investing for  defensive  purposes.  Investments  in taxable
securities  will be  substantially  in  securities  issued or  guaranteed by the
United  States  Government  (such as bills,  notes  and  bonds),  its  agencies,
instrumentalities or authorities,  highly-rated corporate debt securities (rated
AA-, or better,  by S&P or Aa3, or better,  by Moody's);  prime commercial paper
(rated  A-1+/A-1  by S&P or P-1 by  Moody's)  and  certificates  of  deposit  of
Acceptable Banking Institutions,  as defined above.  Investments in certificates
of deposit of foreign  banks and  foreign  branches  of U.S.  banks may  involve
certain risks, as described above.

Seligman Tax-Exempt Series Trust

   The Tax-Exempt  Trust is a  non-diversified  open-end  management  investment
company,  organized  as an  unincorporated  business  trust  under  the  laws of
Massachusetts  on July 27, 1984. The Tax-Exempt Trust consists of Seligman North
Carolina  Tax-Exempt  Series,   Seligman  Florida  Tax-Exempt  Series,  Seligman
California   Tax-Exempt  Quality  Series  and  Seligman  California   Tax-Exempt
High-Yield Series.

   Seligman North Carolina  Tax-Exempt  Series (the "North Carolina Series") and
Seligman Florida  Tax-Exempt Series (the "Florida Series") each seek high income
exempt from federal income taxes (and with respect to the North Carolina Series,
North Carolina  personal income taxes)  consistent with  preservation of capital
and with  consideration  given to capital gain by investing in North Carolina or
Florida tax exempt  securities,  as applicable,  and investment grade commercial
paper rated within the two highest rating categories, on the date of investment.
Each  Series  also may invest in  tax-exempt  securities  if,  based upon credit
analysis  by the  Manager  and  under the  supervision  of the  Trustees,  it is
believed  that such  securities  are of comparable  quality to investment  grade
securities.

   Each series will attempt to invest 100% and as a matter of fundamental policy
will  invest at least 80% of the value of its net  assets in North  Carolina  or
Florida tax-exempt  securities,  as applicable,  the interest on which is exempt
from federal taxes and, if applicable,  North Carolina personal taxes.  However,
in abnormal market conditions if, in the judgment of the Manager, North Carolina
or Florida  tax-exempt  securities  satisfying  the Series  objective may not be
purchased,  the Tax-Exempt  Trust may make  temporary  investments in securities
issued by states  other than North  Carolina  or Florida.  Moreover,  under such
conditions and for defensive purposes,  a Series may make temporary  investments
in  high-quality  securities,  the  interest on which is not exempt from federal
income tax or, if applicable,  North  Carolina  personal  taxes.  Investments in
taxable  securities will be substantially in securities  issued or guaranteed by
the United States  Government  (such as bills,  notes and bonds),  its agencies,
instrumentalities or authorities,  highly-rated corporate debt securities (rated
AA--, or better, by S&P or Aa3, or better,  by Moody's);  prime commercial paper
(rated  A-1+/A-1  by S&P or P-1 by  Moody's)  and  certificates  of  deposit  of
Acceptable Banking Institutions,  as defined above.  Investments in certificates
of deposit of foreign  banks and  foreign  branches  of U.S.  banks may  involve
certain risks, as described above.

     Each Series is permitted to purchase project notes and standby commitments;
however,  neither  Series  has  any  present  intention  of  investing  in  such
securities.

    



                                       20
<PAGE>


   

   Seligman  California  Tax-Exempt  Quality  Series  (the  "California  Quality
Series")  seeks  high  income  exempt  from  federal  income  taxes and from the
personal  income taxes of California  income  consistent  with  preservation  of
capital and with consideration  given to capital gain by investing in California
tax-exempt  securities  that on the date of  investment  are  within  the  three
highest ratings of Moody's (Aaa, Aa, A for bonds;  MIG1,  MIG2, MIG3, for notes;
P-1 for commercial  paper) or S&P (AAA, AA, A for bonds;  SP-1,  SP-2 for notes;
A-1+,  A-1/A-2  for  commercial  paper).  The Series  also may invest in unrated
California  tax-exempt securities if, based upon credit analysis by the Manager,
it is  believed  that such  securities  are of  comparable  quality to the rated
securities  in which the series may invest.  The  securities  held by the Series
ordinarily will have maturities in excess of one year. There can be no assurance
that the Series will be able to meet its investment objective.

   Seligman California Tax-Exempt High-Yield Series (the "California  High-Yield
Series")  seeks the maximum income exempt from federal income taxes and from the
personal income taxes of California  consistent with preservation of capital and
with consideration  given to capital gain by investing in California  tax-exempt
securities that on the date of investment have the following characteristics:

   o  Maturities ordinarily in excess of one year

   o  Rated  within the medium to lower  rating  categories  by Moody's  (Baa or
      lower for  bonds;  MIG3 or lower for  notes;  P-2 or lower for  commercial
      paper) or S&P (BBB or lower for bonds; A-2 or lower for commercial paper)

   There can be no assurance that the Series will be able to meet its investment
objective.

   The Series may invest in unrated California  tax-exempt  securities if, based
upon credit analysis by the Manager,  it is believed that such securities are of
comparable quality to securities with a medium or low credit rating.

   The  securities  in which  this  Series  invests  generally  involve  greater
volatility of price and risk of loss of principal and income than  securities in
higher rating categories.  Shares of this Series are appropriate for you only if
you can bear the risk inherent in seeking the highest tax-exempt yields.

   During the fiscal year ended September 30, 1994 the weighted  average ratings
of the  California  tax-exempt  long-term  securities  held  by  the  California
High-Yield Series were as follows:
                                                           Percentage of Total
              S&P/Moody's Ratings                              Investments
              -------------------                          -------------------
AAA/Aaa ...................................................          5%
AA/Aa .....................................................          7%
A/A .......................................................         37%
BBB/Baa ...................................................         11%
BB/Ba .....................................................         --
B/B .......................................................         --
CCC/Caa ...................................................         --
Unrated ...................................................         36%

   California tax-exempt securities in the fourth rating category of Moody's and
S&P,   although  commonly  referred  to  as  investment  grade,  may  have  some
speculative characteristics that may affect the issuer's ability to pay interest
and repay  principal.  California  tax-exempt  securities rated below the fourth
category  are subject to greater risk of loss of  principal  and  interest  than
higher-rated securities,  as they are predominantly  speculative with respect to
the issuer's ability to pay interest and repay principal.  California tax-exempt
securities rated below BBB by S&P or Baa by Moody's are also more susceptible to
price  volatility  due to general  economic  conditions  and changes in interest
rates.  Since  tax-exempt  securities  are  purchased  from and sold to dealers,
prices at which  these  securities  are sold will be  affected  by the degree of
interest  of  dealers  to bid for  them.  In  certain  markets,  dealers  may be
unwilling  to make bids for the  securities  of certain  issuers that the seller
considers  reasonable.  Furthermore,  because the net asset value of the Series'
shares  reflects  the degree of  willingness  of  dealers to bid for  California
tax-exempt securities, the price of the Series' shares may be subject to greater
fluctuation.

    


                                       21
<PAGE>


   
   Moody's and S&P's  ratings are  generally  accepted  measures of credit risk.
They are, however,  subject to certain  limitations.  The rating of an issuer is
based heavily on past  developments  and does not necessarily  reflect  probable
future  conditions.  Ratings also are not updated  continuously.  For a detailed
description  of  the  ratings,  see  Appendix  A to  the  Series'  Statement  of
Additional Information.

   The  Manager  attempts to  minimize  the risks to the Series  inherent in the
investment in lower-rated  California  tax-exempt securities through analysis of
the  particular  issuer and  security,  trends in  interest  rates and local and
general economic conditions, diversification and when appropriate by investing a
substantial  portion of the Series' assets in California  tax-exempt  securities
rated in the fourth rating category or higher.

   Each of the California Quality and California  High-Yield Series will attempt
to invest 100% and as a matter of fundamental policy will invest at least 80% of
the value of its net assets in  securities  the interest on which is exempt from
federal and  California  personal  income  taxes.  However,  in abnormal  market
conditions  if, in the judgment of the Trust's  Manager,  tax-exempt  securities
satisfying  the  Series'  objectives  may not be  purchased,  a Series  may make
temporary  investments  in securities  the interest on which is exempt only from
federal income tax, such as securities  issued by states other than  California.
Moreover,  under such  conditions,  a Series may make  temporary  investments in
high-quality  securities the interest on which is not exempt from either federal
or California  personal income taxes.  Investments in taxable securities will be
substantially in securities issued or guaranteed by the United States Government
(such  as  bills,   notes  and  bonds),  its  agencies,   instrumentalities   or
authorities,  highly-rated  corporate debt securities (rated AA--, or better, by
S&P or Aa3, or better,  by Moody's);  prime  commercial paper (rated A-1+/A-1 by
S&P or P-1 by  Moody's)  and  certificates  of  deposit  of  Acceptable  Banking
Institutions.  Investments  in  certificates  of deposit  of  foreign  banks and
foreign branches of U.S. banks may involve certain risks, as described above.

   Furthermore,  when  economic or market  conditions  warrant,  the  California
High-Yield Series may assume a temporary defensive position and invest up to 25%
of the value of its net assets in California  tax-exempt securities rated within
the three highest rating  categories of Moody's and/or S&P. The securities which
the Series will hold under this  circumstance  may have  maturities of less than
one year.

   Each of the California  Quality Series and the California  High-Yield  Series
may enter  into  stand-by  commitments.  Under a stand-by  commitment,  a Series
obligates a dealer to repurchase at the Series' option specified securities at a
specified price. The exercise of a stand-by commitment is subject to the ability
of the  dealer to make  payment  on  demand.  A Series  would  acquire  stand-by
commitments  solely  to  facilitate  portfolio  liquidity  and not  for  trading
purposes. Prior to investing in stand-by commitments the Tax-Exempt Trust, if it
deems necessary  based upon the advice of counsel,  will apply to the Securities
and Exchange  Commission for an exemptive order relating to such commitments and
the  valuation  thereof.  There  can be no  assurance  that the  Securities  and
Exchange Commission will provide such authorization.

   The price which a Series would pay for  tax-exempt  securities  with stand-by
commitments  generally  would be higher than the price which  otherwise would be
paid  for  the  tax-exempt   securities  alone.  A  Series  will  only  purchase
obligations   with   stand-by   commitments   from  sellers  the  Manager  deems
creditworthy.

   Stand-by  commitments  with respect to portfolio  securities of a Series with
maturities of less than 60 days which are separate from the underlying portfolio
securities are not assigned a value. The cost of any such stand-by commitment is
carried as an unrealized loss from the time of purchase until it is exercised or
expires.  Stand-by  commitments with respect to portfolio securities of a Series
with  maturities  of 60 days or more  which  are  separate  from the  underlying
portfolio  securities and the underlying portfolio securities are valued at fair
value as determined in accordance  with  procedures  established by the Board of
Trustees.  The Board of Trustees would, in connection with the  determination of
the value of such a  stand-by  commitment,  consider  among  other  factors  the
creditworthiness of the writer of the stand-by  commitment,  the duration of the


    


                                       22
<PAGE>


   
stand-by commitment, the dates on which or the periods during which the stand-by
commitment  may be exercised and the  applicable  rules and  regulations  of the
Securities and Exchange Commission.


GENERAL

   Investment  grade bonds and notes are within the four highest  credit  rating
categories,  and  investment  grade  commercial  paper is within the two highest
credit rating  categories,  of Moody's (Aaa, Aa, A, Baa for bonds; MIG 1, MIG 2,
MIG 3, MIG 4 for notes;  P-1--P-2 for commercial  paper) or S&P (AAA, AA, A, BBB
for bonds;  SP-1--SP-2 for notes; A-1+, A-1/A-2 for commercial paper).  Although
bonds and notes rated in the fourth credit rating category are commonly referred
to  as  investment  grade  they  may  have  speculative  characteristics.   Such
characteristics  may under  certain  circumstances  lead to a greater  degree of
market  fluctuations  in the  value  of such  securities  than do  higher  rated
tax-exempt  securities  of similar  maturities.  A detailed  discussion  of such
characteristics  and  circumstances and their effect upon each Series appears in
the  Statements  of  Additional   Information  under  the  heading   "Investment
Objectives,  Policies  And  Risks."  A  description  of the  credit  ratings  is
contained in Appendix A to the Statements of Additional Information.

   In addition,  each Series may invest up to 15% of the value of its net assets
in illiquid securities including "restricted securities",  i.e., securities that
must be registered  under the  Securities Act of 1933 before they may be offered
or sold  to the  public  or  securities  that  may be  sold  only  in  privately
negotiated  transactions and certain participation  interests in domestic banks.
The Fund may,  however,  invest  without  regard to the  limitation  on illiquid
securities in lease obligations which the Manager, in accordance with guidelines
that have been adopted by the Board of Directors or Trustees, as applicable, and
subject to their  supervision,  determines  to be liquid.  The Manager will deem
lease  obligations  liquid if they are  publicly  offered  and have  received an
investment  grade  rating of Baa or better by Moody's,  or BBB or better by S&P.
Unrated lease  obligations (or those below investment  grade,  where applicable)
will be  considered  liquid if the  obligations  come to the  market  through an
underwritten  public  offering  and at least two  dealers  are  willing  to give
competitive  bids.  The  Manager  must,  among  other  things,  also  review the
creditworthiness of the municipality obligated to make payment under the unrated
(or below investment grade, where applicable) lease obligation and consider such
factors as the  existence of a rating or credit  enhancement  such as insurance,
the  frequency of trades or quotes for the  obligation  and the  willingness  of
dealers to make a market in the obligation.

   Each Fund, as a  non-diversified  investment  company,  is not limited by the
1940  Act  as to the  proportion  of  its  assets  that  it  may  invest  in the
obligations  of a single  issuer.  However,  each  Series  will  comply with the
diversification  requirements  of the  Internal  Revenue  Code of 1986,  and has
therefore  adopted an investment  restriction,  which may not be changed without
shareholder vote (except for the New Jersey Fund),  prohibiting each Series from
purchasing  with  respect to 50% of the value of the  respective  Series'  total
assets,  securities of any issuer if immediately thereafter more than 5% of such
Series' total assets would be invested in the  securities of any single  issuer.
Furthermore,  as a matter of policy, with respect to 75% of each Series' assets,
the respective Series may not purchase any revenue bonds if thereafter more than
5% of such Series' assets would be invested in revenue bonds of a single issuer.
This policy is not  fundamental and may be changed by the Directors or Trustees,
as applicable,  without shareholder  approval.  In the view of the Manager,  the
above  restriction and policy reduce the risk that might otherwise be associated
with an investment in a non-diversified investment company.

   As a matter of policy, the Board or Trustees, as applicable,  will not change
a Series' investment  objectives without a vote of a majority of the outstanding
voting security of that Series. Under the 1940 Act, a "vote of a majority of the
outstanding  voting  securities" of a Series means the  affirmative  vote of the
lesser of (1) more than 50% of the  outstanding  shares of the Series or (2) 67%
or more of the shares of the Series present at a  shareholder's  meeting if more
than 50% of the outstanding  shares of the Series are represented at the meeting
in person or by proxy.



    

                                       23
<PAGE>


   
   A more detailed list of each Series' investment policies, including a list of
those  restrictions  or investment  activities  that cannot be changed without a
vote of a majority of the outstanding  voting  securities of a Series appears in
each Series' Statement of Additional Information.

When Issued Securities

   Each Series may purchase  tax-exempt  securities  on a "when  issued"  basis,
which means that delivery of and payment for such securities normally take place
within 45 days after the date of the buyer's  purchase  commitment.  The payment
obligation and the interest rate on when-issued securities are each fixed at the
time the  purchase  commitment  is  made,  although  no  interest  accrues  to a
purchaser prior to the settlement of the purchase of the securities. As a result
the yields  obtained  and the market value on such  securities  may be higher or
lower on the date when the  instruments  are actually  delivered to the buyer. A
Series will generally purchase a tax-exempt security sold on a when issued basis
with the intention of actually  acquiring the securities on the settlement date.
Any gain realized  from any such sale of  securities  will be subject to federal
and state taxes.

   A separate  account  consisting of cash or high-grade  liquid debt securities
equal to the amount of outstanding  purchase commitments is established with the
Fund's Custodian in connection with any purchase of when issued securities.  The
account is marked to market daily,  with  additional  cash or liquid  high-grade
debt securities added when necessary.  A Series meets its respective  obligation
to purchase  when-issued  securities  from  outstanding  cash balances,  sale of
securities held in the separate  account,  sale of other securities or, although
they  would  not  normally  expect  to do so,  from the sale of the when  issued
securities themselves (which may have a greater or lesser value than the Series'
payment obligations).

Variable and Floating Rate Obligations

   The interest rates payable on certain securities in which a Series may invest
are not fixed and may fluctuate based upon changes in market rates. The interest
rate on variable rate  obligations is adjusted at  predesignated  periods and on
floating  rate  obligations  whenever  there is a change in the  market  rate of
interest on which the floating rate is based.

   The interest rate is set as a specific  percentage of a designated base rate,
such as the  rate on a  Treasury  Bond  or  Bill  or the  prime  rate at a major
commercial bank. Such a bond generally provides that a Series can demand payment
of the bond upon  seven  days'  notice at an  amount  equal to par plus  accrued
interest,  which amount, in unusual  cirumstances,  may be more or less than the
amount a Series paid for the bond.

   The   maturity  of  floating  or   variable   rate   obligations   (including
participation  interests  therein)  is deemed to be the longer of (i) the notice
period required before a Series is entitled to receive payment of the obligation
upon demand or (ii) the period  remaining until the  obligation's  next interest
rate  adjustment.  If not redeemed by a Series through the demand  feature,  the
obligations  mature on a specified  date which may range up to thirty years from
the date of issuance.

Participation Interests

   From time to time, a Series may purchase from banks participation interest in
all or part of specific holdings of tax-exempt  securities.  Each  participation
interest  is backed by an  irrevocable  letter  of  credit or  guarantee  of the
selling bank.  Participation interests will be purchased only if, in the opinion
of  counsel,   interest  income  on  such  interests  will  be  tax-exempt  when
distributed as dividends to shareholders of a Series.

Borrowings

   Each Series may borrow money only from banks and only for temporary  purposes
(such as meeting redemption  requests or for extraordinary or emergency purposes
but not for the purchase of portfolio  securities) in an amount not in excess of
10% of the value of its  total  assets  at the time the  borrowing  is made (not
including  the  amount  borrowed).   Permitted  borrowings  may  be  secured  or
unsecured.  A Series will not purchase additional  portfolio  securities if such
Series  has  outstanding  borrowings  in  excess of 5% of the value of its total
assets.

    


                                       24
<PAGE>


MANAGEMENT SERVICES

   
   The Board of Directors or Trustees, as applicable, provides broad supervision
over the affairs of the Funds. Pursuant to Management Agreements approved by the
Director or Trustees and the  shareholders  of each Series,  the Manager manages
the  investment  of the assets of each Series and  administers  its business and
other affairs. The address of the Manager is 100 Park Avenue, New York, New York
10017.

   In addition to serving the Funds,  the Manager  serves as manager of thirteen
other investment companies which, together with the Funds, make up the "Seligman
Group." The thirteen other companies are Seligman Capital Fund,  Inc.,  Seligman
Cash  Management  Fund,  Inc.,   Seligman  Common  Stock  Fund,  Inc.,  Seligman
Communications  and  Information  Fund,  Inc.,  Seligman  Frontier  Fund,  Inc.,
Seligman  Growth  Fund,  Inc.,  Seligman  Henderson  Global Fund  Series,  Inc.,
Seligman  High  Income  Fund  Series,   Seligman  Income  Fund,  Inc.,  Seligman
Portfolios,  Inc.,  Seligman  Quality  Municipal  Fund,  Inc.,  Seligman  Select
Municipal Fund, Inc. and  Tri-Continental  Corporation.  The aggregate assets of
the Seligman  Group are  approximately  $6.6 billion.  The Manager also provides
investment management or advice to individual and institutional  accounts having
a value of approximately $3 billion.
    

   Mr.  William C. Morris is Chairman and  President of the Manager and Chairman
of the Board  and Chief  Executive  Officer  of each  Fund.  Mr.  Morris  owns a
majority of the outstanding voting securities of the Manager.

   
   The Manager also provides senior management for Seligman Data Corp., a wholly
owned subsidiary of certain  investment  companies in the Seligman Group,  which
performs, at cost, certain recordkeep-ing functions for each Fund, maintains the
records of shareholder investment accounts and provides related services.

   The  Manager  is  entitled  to  receive a  management  fee for its  services,
calculated  daily and payable  monthly,  equal to .50% of the average  daily net
assets of the  Series  on an annual  basis.  The  Manager  has from time to time
voluntarily  waived a portion of its  management fee with respect to one or more
of the Series.  Each Fund pays all its expenses  other than those assumed by the
Manager;  expenses are allocated  among the Series of the Tax-Exempt Fund and of
the Tax-Exempt  Trust in a manner  determined by the Directors or Trustees to be
fair and  equitable.  The  management  fee paid by each  Series  expressed  as a
percentage  of  average  daily net  assets of that  Series is  presented  in the
following table for the fiscal year ended September 30,1994.  Total expenses for
each Series'  Class A and D shares,  expressed as an  annualized  percentage  of
average  daily net assets,  are also  presented in the  following  table for the
year/period ended September 30, 1994.

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

                                                           Annualized Expense
                                   Management Fee Rate         Ratios for
                                   for the year ended     the year/period ended
  Series                                 9/30/94                9/30/94
  ------                           -------------------  ------------------------
                                                         Class A        Class D
                                                        --------        --------
New Jersey ......................         .33%*           .90%           1.75%
Pennsylvania ....................         .50%           1.16%           2.00%
National ........................         .50%            .85%           1.76%
Colorado ........................         .50%            .86%           1.78%
Georgia .........................         .30%*           .73%           1.76%
Louisiana .......................         .50%            .87%           1.78%
Maryland ........................         .50%            .92%           1.80%
Massachusetts ...................         .50%            .85%           1.78%
Michigan ........................         .50%            .84%           1.75%
Minnesota .......................         .50%            .85%           1.74%
Missouri ........................         .36%*           .74%           1.70%
New York ........................         .50%            .87%           1.81%
Ohio ............................         .50%            .84%           1.78%
Oregon ..........................         .39%*           .78%           1.72%
South Carolina ..................         .50%            .83%           1.74%
California
  High-Yield ....................         .50%            .85%           1.74%
California Quality ..............         .50%            .81%           1.77%
Florida .........................         .01%*           .42%**         1.29%**
North Carolina ..................          --%*           .44%**         1.27%**

 *  During  the  year/period  ended  September  30,  1994  the  Manager,  at its
    discretion,  waived all or a portion of its fees from the Florida,  Georgia,
    Missouri, New Jersey, North Carolina and Oregon Series.

 ** The  Manager  also  reimbursed  certain  expenses  for the Florida and North
    Carolina Series.

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

Portfolio Manager

     Thomas  G.  Moles  is a  Managing  Director  of  J.  & W.  Seligman  &  Co.
Incorporated,  as well as  President  and Senior  Portfolio  Manager of Seligman
Select  Municipal Fund and Seligman  Quality  Municipal Fund, and Vice President




                                       25
<PAGE>


   
and Senior  Portfolio  Manager of each of the Funds.  He is responsible for more
than $2 billion in tax-exempt securities.  Mr. Moles, with more than 22 years of
experience,  has  spearheaded  Seligman's  tax-exempt  efforts since joining the
Manager in 1983.

   The Manager's  discussion of each Fund's  performance as well as a line graph
illustrating comparative performance information between each Series of the Fund
and the Lehman  Brothers  Municipal  Bond Index is  included  in the  respective
Fund's  fiscal 1994 Annual Report to  shareholders.  Copies of the Annual Report
may be  obtained,  without  charge,  by  calling  or  writing  the  Funds at the
telephone numbers or address listed on the front page of this Prospectus.

Portfolio Transactions

   Fixed income securities are generally traded on the  over-the-counter  market
on a "net" basis without a stated  commission,  through dealers acting for their
own account and not as brokers.  Prices paid to dealers will generally include a
"spread",  i.e., the difference  between the prices at which a dealer is willing
to purchase or to sell the  security at that time.  In  underwritten  offerings,
securities  are  purchased  at  a  fixed  price  which  includes  an  amount  of
compensation to the underwriter.

   The  Management  Agreements  recognize  that  in the  purchase  and  sale  of
portfolio  securities,  the  Manager  will  seek the most  favorable  price  and
execution,  and,  consistent  with that policy,  may give  consideration  to the
research, statistical and other services furnished by dealers to the Manager for
its use in connection with its services to the Funds as well as other clients.

   Consistent with the rules of the National  Association of Securities Dealers,
Inc. and subject to seeking the most favorable price and execution available and
such other  policies as the  Directors may  determine,  the Manager may consider
sales of shares of the Funds (and,  under  applicable  laws, of the other mutual
funds in the Seligman  Group) as a factor in the selection of dealers to execute
portfolio transactions for the Fund.
    

Portfolio Turnover

   A change in securities  held by any Series is known as  "portfolio  turnover"
and may involve the  payment by such  Series of dealer  spreads or  underwriting
commissions and other  transactions  costs on the sale of the securities as well
as on the  reinvestment  of the  proceeds in other  securities.  While it is the
policy of each Series to hold  securities for  investment,  changes will be made
from time to time when the Manager  believes  such changes will  strengthen  the
Series'  portfolio.  The  portfolio  turnover  of any Series is not  expected to
exceed 100%.

PURCHASE OF SHARES

   Seligman Financial Services, Inc. ("SFSI"), an affiliate of the Manager, acts
as general distributor of the Funds' shares. Its address is 100 Park Avenue, New
York, New York 10017.

   
   Each  Series  issues  two  classes  of  shares:  Class A  shares  are sold to
investors  choosing the initial sales load  alternative;  and Class D shares are
sold to investors choosing no initial sales load, a higher  distribution fee and
a CDSL on redemptions within one year of purchase. See "Alternative Distribution
System" above.

   Shares of the Series  may be  purchased  through  any  authorized  investment
dealer.  All  orders  will be  executed  at the net asset  value per share  next
computed  after  receipt  of the  purchase  order  plus,  in the case of Class A
shares, a sales load which, except for shares purchased under one of the reduced
sales  load  plans,  will  vary  with the size of the  purchase  as shown in the
schedule under "Class A shares-Initial Sales Load" below.

     The minimum amount for initial investment is $1,000; subsequent investments
must be in the minimum  amount of $50 for each Series  (except for investment of
dividends and capital gain distributions). The Funds reserve the right to return
investments that do not satisfy these minimums. Orders received by an authorized
dealer before the close of the New York Stock  Exchange  ("NYSE") (4:00 p.m. New
York City time) and accepted by SFSI before the close of business (5:00 p.m. New
York City time) on the same day will be  executed at the Series' net asset value
determined  as of the close of the NYSE on that day plus, in the case of Class A
shares, the applicable sales load. Orders accepted by dealers after the close of
the NYSE,  or received by SFSI after the close of business,  will be executed at


    


                                       26
<PAGE>


   
the Series' net asset value next determined plus, in the case of Class A shares,
the applicable  sales load. The authorized  dealer through which the shareholder
purchases shares is responsible for forwarding the order to SFSI promptly.

   Payment  for  dealer  purchases  may be made by  check  or by  wire.  To wire
payments,  dealer  orders  must first be placed  through  SFSI's  order desk and
assigned a purchase  confirmation  number.  Funds in payment of the purchase may
then be wired to  Mellon  Bank,  N.A.,  ABA  #043000261,  A/C  (Name of Fund and
Series) (A or D), A/C  #107-1011.  WIRE  TRANSFERS  MUST  INCLUDE  THE  PURCHASE
CONFIRMATION NUMBER AND CLIENT ACCOUNT REGISTRATION AND ACCOUNT NUMBER.  Persons
other than dealers who wish to wire payment should  contact  Seligman Data Corp.
for  specific  wire  instructions.  Although  the Funds  make no charge for this
service, the transmitting bank may impose a wire service fee.

   Existing  shareholders  may  purchase  additional  shares at any time through
their  dealers  or by  sending  a check  payable  to (Name  of Fund and  Series)
directly  to the Fund at P.O.  Box 3936,  New York,  NY  10008-3936.  Checks for
investment  must be in U.S.  dollars drawn on a domestic  bank. The check should
include the  shareholder's  name,  address,  account number and class of shares.
Orders sent  directly to Seligman  Data Corp.  will be executed at the  offering
price next determined  after your order is accepted plus, in the case of Class A
shares, the applicable sales load.

   Seligman Data Corp.  will charge a $10.00  processing fee for checks returned
to it marked  "unpaid."  This  charge  may be  deducted  from the  account  that
requested the purchase.  For the protection of the Funds and their shareholders,
no redemption  proceeds will be remitted to a shareholder with respect to shares
purchased by check (unless  certified)  until the Fund receives  notice that the
check has  cleared,  which may be up to 15 days from the credit of the shares to
the shareholder's account.

Valuation

   The net  asset  value of a Series is  determined  each  day,  Monday  through
Friday, as of the close of the NYSE (currently 4:00 p.m. New York City time), on
each day that the NYSE is open.  Net asset value is  calculated  separately  for
each Series  class.  Net asset value is  determined by dividing the value of the
total  assets  of  the  Series,  less  liabilities,  by  the  number  of  shares
outstanding. Tax-exempt securities and short-term holdings maturing in more than
60 days are  valued  based on  quotations  provided  by an  independent  pricing
service,  approved by the Directors or Trustees,  or in the absence thereof,  at
fair value as determined in accordance with procedures approved by the Directors
or  Trustees.  Short-term  holdings  maturing  in 60 days or less are  generally
valued at amortized cost.  Taxable  securities are valued at market value, or in
the absence  thereof,  fair value as determined in  accordance  with  procedures
approved by the Directors.
    

   Class A Shares --  Initial  Sales  Load.  Class A shares  are  subject  to an
initial  sales load which  varies with the size of the  purchase as shown in the
following schedule, and an annual service fee of up to .25% of the average daily
net asset value of Class A shares. See "Administration, Shareholder Services and
Distribution Plan" below.

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

                     Class A Shares -- Sales Load Schedule

                                        Sales Load as a
                                         Percentage of        Regular
                                    -----------------------    Dealer
                                                 Net Amount   Discount
                                                  Invested    as a % of
                                     Offering    (Net Asset   Offering
    Amount of Purchase                Price        Value)      Price
    ------------------              ---------    ----------   ---------

  Less than $   50,000 ...........      4.75%       4.99%       4.25%
$   50,000-     99,999 ...........      4.00        4.17        3.50
   100,000-    249,999 ...........      3.50        3.63        3.00
   250,000-    499,999 ...........      2.50        2.56        2.25
   500,000-    999,999 ...........      2.00        2.04        1.75
 1,000,000-  3,999,999 ...........      1.00        1.01         .90
 4,000,000-   or more* ...........         0           0           0

 * Dealers may receive a fee of .15% on sales made without a sales load.

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

     Reduced Sales Loads.  Reductions in sales loads apply to purchases of Class
A shares by a "single person," including an individual, members of a family unit
comprising husband,  wife and minor children purchasing securities for their own
account,  or a trustee  or other  fiduciary  purchasing  for a single  fiduciary
account or single trust.  Purchases  made by a trustee or other  fiduciary for a
fiduciary  account may not be aggregated  with  purchases  made on behalf of any




                                       27
<PAGE>


other fiduciary or individual account.
       

   
   o Volume Discounts are provided if the total amount being invested in Class A
shares of a Fund  alone,  or in any  combination  of shares of the other  mutual
funds in the  Seligman  Group  that are sold with a sales  load  reaches  levels
indicated in the above sales load schedule.
    

   o The Right of  Accumulation  allows an investor to combine the amount  being
invested in Class A shares of the other mutual funds in the Seligman  Group sold
with a sales  load  with the total  net  asset  value of  shares of those  funds
already  owned that were sold with a sales load and the total net asset value of
shares of  Seligman  Cash  Management  Fund that were  acquired  by an  investor
through an exchange of shares of another  mutual fund in the  Seligman  Group on
which there was a sales load to determine reduced sales loads in accordance with
the sales load  schedule.  An investor or a dealer must indicate if the investor
has existing accounts when making investments or opening new accounts.

   
   o A Letter of Intent  allows an investor  to  purchase  Class A shares over a
13-month period at reduced sales loads, based upon the total amount the investor
intends to purchase plus the total net asset value of shares of the other mutual
funds in the Seligman  Group  already owned that were sold with a sales load and
the total net asset value of shares of Seligman Cash  Management  Fund that were
acquired by the investor through an exchange of shares of another mutual fund in
the Seligman Group on which there was a sales load. An investor or a dealer must
indicate if the  investor  has  existing  accounts  when making  investments  or
opening  new  accounts.  For more  information  concerning  terms of  Letters of
Intent, see "Terms and Conditions" on page 50.

   Special  Programs.  Each Fund may sell  Class A shares at net asset  value to
present and retired directors,  trustees, officers, employees (and their spouses
and minor children) of the Funds, the other investment companies in the Seligman
Group, the Manager and other companies  affiliated with the Manager.  Such sales
also may be made to employee benefit plans and thrift plans for such persons and
to any investment advisory,  custodial, trust or other fiduciary account managed
or advised by the Manager or any affiliate.

   Class A shares also may be issued without a sales load in connection with the
acquisition  of cash and  securities  owned by other  investment  companies  and
personal holding companies; to any registered unit investment trust which is the
issuer of periodic  payment  plan  certificates,  the net  proceeds of which are
invested in Fund shares; to separate  accounts  established and maintained by an
insurance company which are exempt from  registration  under Section 3(c)(11) of
the 1940 Act; to registered representatives and employees (and their spouses and
minor  children)  of any  dealer  that  has a  sales  agreement  with  SFSI;  to
shareholders  of mutual  funds with  objectives  similar to a Fund who  purchase
shares with redemption  proceeds of such funds; to financial  institution  trust
departments;   to   registered   investment   advisers   exercising   investment
discretionary  authority  with  respect to the  purchase  of Series  shares,  or
pursuant to sponsored arrangements with organizations which make recommendations
to or permit group  solicitation  of, its employees,  members or participants in
connection with the purchase of shares of the Series;  and to "eligible employee
benefit plans" of employers who have at least 2,000 U.S.  employees to whom such
plan is made available and, regardless of the number of employees,  if such plan
is  established  and  maintained by any dealer that has a sales  agreement  with
SFSI. "Eligible employee benefit plans" means any plans or arrangements, whether
or not tax qualified,  which provide for the purchase of a Fund's shares.  Sales
of shares to such  plans  must be made in  connection  with a payroll  deduction
system of plan funding or other system acceptable to Seligman Data Corp.
    

   Class D Shares. Class D shares are sold without an initial sales load but are
subject  to a CDSL if the  shares  are  redeemed  within  one  year,  an  annual
distribution fee of up to .75 of 1% and an annual service fee of up to .25 of 1%
of the  average  daily  net asset  value of Class D shares.  SFSI will make a 1%
payment to dealers in respect of purchases of Class D shares.

     A CDSL will be  imposed  on any  redemption  of Class D shares  which  were
purchased  during the preceding twelve months;  however,  no such charge will be
imposed on shares acquired  through the investment of dividends or distributions




                                       28
<PAGE>


from any Class D shares within the Seligman  Group.  The amount of any CDSL will
be paid to and retained by SFSI.

   
   To minimize the application of CDSL to a redemption, shares acquired pursuant
to the  investment  of dividends and  distributions  (which are not subject to a
CDSL) will be redeemed  first;  followed by shares  purchased  at least one year
prior to the  redemption.  Shares held for the longest period of time within the
applicable one year period will then be redeemed. Additionally, for those shares
determined  to be subject to the CDSL,  the  application  of the 1% CDSL will be
made to the current net asset value or original  purchase  price,  whichever  is
less.
    

   For example, assume an investor purchased 100 shares in January at a price of
$10.00 per share.  During the first year,  5  additional  shares  were  acquired
through investment of dividends and  distributions.  In January of the following
year, an  additional 50 shares are purchased at a price of $12.00 per share.  In
March of that year,  the investor  chooses to redeem  $1,500.00 from the account
which now holds 155 shares with a total value of  $1,898.75  ($12.25 per share).
The CDSL for this transaction would be calculated as follows:

 Total shares to be redeemed
    (122.449 @ $12.25) as follows:               $1,500.00
                                                 =========
Dividend/Distribution shares
    (5 @ $12.25)                                   $ 61.25
Shares over 1 year old
    (100 @ $12.25)                                1,225.00
Shares less than 1 year old subject to
    CDSL (17.449 @ $12.25)                          213.75
                                                 ---------
  Gross proceeds of redemption                   $1,500.00
  Less CDSL (17.449 shares @ $12.00 =
    $209.39 x 1% = $2.09)                            (2.09)
                                                 ---------
  Net proceeds of redemption                     $1,497.91
                                                 =========

   For federal income tax purposes,  the amount of the CDSL will reduce the gain
or  increase  the loss,  as the case may be,  on the  amount  recognized  on the
redemption of shares.

   The CDSL will be waived or reduced in the following instances:

   
   (a) on  redemptions  following the death or disability of a  shareholder,  as
defined in section  72(m)(7) of the Internal  Revenue Code of 1986,  as amended;
(b) in connection with (i)  distributions  from retirement plans qualified under
section  401(a)  of the  Code  when  such  redemptions  are  necessary  to  make
distributions to plan participants  (such payments include,  but are not limited
to death, disability,  retirement, or separation of service), (ii) distributions
from  a  custodial  account  under  Code  section  403(b)(7)  or  an  individual
retirement account ("IRA") due to death, disability, or attainment of age 591/2,
and (iii) a tax-free return of an excess contribution to an IRA; (c) in whole or
in part,  in  connection  with shares sold to current and retired  Directors  or
Trustees of the Funds;  (d) in whole or in part, in connection  with shares sold
to any state, county, or city or any instrumentality,  department, authority, or
agency thereof,  which is prohibited by applicable investment laws from paying a
sales  load or  commission  in  connection  with the  purchase  of shares of any
registered  investment  management  company;  (e) pursuant to an automatic  cash
withdrawal service; (f) in connection with the redemption of Class D shares of a
Fund if it is combined  with  another  mutual  fund in the  Seligman  Group,  or
another similar reorganization transaction;  and (g) in connection with a Fund's
right to redeem or  liquidate  an  account  that holds  below a certain  minimum
number or dollar amount of shares (currently $500).
    

   If, with respect to a redemption of any Class D shares sold by a dealer,  the
CDSL is waived because the redemption qualifies for a waiver as set forth above,
the dealer  shall remit to SFSI  promptly  upon notice an amount equal to the 1%
payment or a portion of the 1% payment paid on such shares.

     SFSI may from time to time assist dealers by, among other things, providing
sales  literature  to, and holding  informational  programs  for the benefit of,
dealers'  registered  representatives.  Dealers may limit the  participation  of
registered  representatives  in such  informational  programs  by means of sales
incentive  programs  which may  require  the sale of minimum  dollar  amounts of
shares of the Seligman  Mutual Funds.  SFSI may from time to time pay a bonus or
other  incentive to dealers that sell shares of the Seligman  Mutual  Funds.  In
some  instances,  these  bonuses or  incentives  may be offered  only to certain
dealers  which  employ a  registered  representative  who has sold or may sell a




                                       29
<PAGE>

   
significant amount of shares of a Fund and/or certain other Funds managed by the
Manager  during a specified  period of time.  Such bonus or other  incentive may
take the form of payment for travel  expenses,  including  lodging,  incurred in
connection with trips taken by qualifying registered representatives and members
of their  families to places  within or outside the United  States.  The cost to
SFSI of such promotional  activities and payments will not exceed the amounts of
the sales loads  retained by SFSI in respect of sales of shares of the Funds and
the other Seligman Mutual Funds effected through participating dealers and shall
be consistent with the rules of the National  Association of Securities Dealers,
Inc., as then in effect.

TELEPHONE TRANSACTIONS

   A  shareholder  whose  account  has  either an  individual  or joint  tenancy
registration  may elect to effect the  following  transactions  via telephone by
completing the Telephone Service Election portion of the Account  Application or
a separate  Telephone Service Election Form: (i) redemption of shares of a Fund,
(ii)  exchange of shares of a Fund for shares of another  Seligman  Mutual Fund,
(iii) change of a dividend  and/or capital gain  distribution  option,  and (iv)
change of address.  IRA accounts  may only elect to effect  exchanges or address
changes.  By completing the  appropriate  section of the Account  Application or
separate  Election  Form,  all mutual funds with the same account  number (i.e.,
registered  exactly  the  same),  including  any new  mutual  fund in which  the
shareholder  invests  in  the  future,  will  automatically   include  telephone
services. All telephone transactions are effected through Seligman Data Corp. at
(800) 221-2450.

   For accounts  registered as joint tenancies,  each joint tenant,  by electing
telephone transaction  services,  authorizes each of the other tenants to effect
telephone transactions on his or her behalf.

   During  times of  drastic  economic  or market  changes,  a  shareholder  may
experience  difficulty in contacting Seligman Data Corp. to request a redemption
or exchange of shares of a Fund. In these circumstances,  the shareholder should
consider  using  other  redemption  or exchange  procedures.  Use of these other
redemption or exchange  procedures will result in your redemption  request being
processed at a later time than if telephone  transactions  had been used,  and a
Series' net asset value may fluctuate during such periods.

   Each Fund and  Seligman  Data Corp.  will  employ  reasonable  procedures  to
confirm that  instructions  communicated  by telephone  are genuine.  These will
include:  recording all telephone calls requesting  account activity,  requiring
that the caller provide certain requested personal and/or account information at
the time of the call for the purpose of establishing the caller's identity,  and
sending a written  confirmation of redemptions,  exchanges or address changes to
the address of record each time activity is initiated by  telephone.  As long as
each Fund and Seligman Data Corp. follow instructions  communicated by telephone
that  were  reasonably  believed  to be  genuine  at the time of their  receipt,
neither  they nor any of their  affiliates  will be  liable  for any loss to the
shareholder caused by an unauthorized transaction.  Shareholders are, of course,
under no obligation to apply for telephone transaction services. In any instance
where  a  Fund  or  Seligman  Data  Corp.  is  not  reasonably   satisfied  that
instructions  received by telephone are genuine, the requested  transaction will
not be executed, and neither they nor any of their affiliates will be liable for
any losses which may occur due to a delay in implementing the transaction.  If a
Fund or Seligman Data Corp.  does not follow the procedures  described  above, a
Fund or Seligman Data Corp. may be liable for any losses due to  unauthorized or
fraudulent   instructions.   Telephone  services  must  be  effected  through  a
representative  of Seligman Data Corp.,  i.e.,  requests may not be communicated
via Seligman  Data  Corp.'s  automated  telephone  answering  system.  Telephone
transaction services may be terminated by a shareholder at any time by sending a
written request to Seligman Data Corp. Written  acknowledgment of termination of
telephone  transaction  services will be sent to the shareholder.

REDEMPTION OF SHARES

     Regular Redemption Procedure.  A shareholder may redeem shares held in book
credit form  without  charge  (except the CDSL,  if  applicable)  at any time by
sending a written request to Seligman Data Corp., 100 Park Avenue, New York, New
    




                                       30
<PAGE>


   
York 10017.  The redemption  request must be signed by all persons in whose name
the shares are registered.  A shareholder may redeem shares that are not in book
credit form, by  surrendering  certificates  in proper form to the same address.
Certificates  should be sent by  registered  mail.  Share  certificates  must be
endorsed for transfer or  accompanied  by an endorsed  stock power signed by all
shareowners exactly as their name(s) appear(s) on the account registration.  The
shareholder's  letter of  instruction or endorsed stock power should specify the
name of the Series,  the  account  number,  class of shares (A or D),  number of
shares or dollar  amount to be  redeemed.  The Funds cannot  accept  conditional
redemption requests. If the redemption proceeds are (i) $50,000 or more, (ii) to
be paid to  someone  other than the  shareholder  of record  (regardless  of the
amount) or (iii) to be mailed to other than the address of record (regardless of
the amount),  the  signature(s) of the  shareholder(s)  must be guaranteed by an
eligible  financial  institution  including,  but not limited to, the following:
banks, trust companies,  credit unions,  securities brokers and dealers, savings
and loan  associations and participants in the Securities  Transfer  Association
Medallion Program (STAMP),  the Stock Exchanges  Medallion Program (SEMP) or the
New York Stock Exchange  Medallion  Signature Program (MSP). A Fund reserves the
right to reject a signature guarantee where it is believed that the Fund will be
placed at risk by  accepting  such  guarantee.  A  signature  guarantee  is also
necessary in order to change the account registration.  Notarization by a notary
public is not an acceptable  signature guarantee.  Additional  documentation may
also be  required  by  Seligman  Data  Corp.  in the  event of a  redemption  by
corporations,  executors,  administrators,  trustees,  custodians  or retirement
plans.   For  further   information   with  respect  to   necessary   redemption
requirements,  please contact the  Shareholder  Services  Department of Seligman
Data Corp.  for  assistance.  In the case of Class A shares,  and in the case of
Class D shares redeemed after one year, a shareholder will receive the net asset
value per share next  determined  after  receipt of a request in good order.  If
Class D shares are redeemed  within one year of  purchase,  a  shareholder  will
receive the net asset value per share next determined after receipt of a request
in good order, less a CDSL of 1% as described under "Purchase Of Shares -- Class
D Shares" above.

   A shareholder  may also "sell" shares to a Fund through an investment  dealer
and, in that way, be certain,  providing  the order is timely,  of receiving the
net asset value  established  at the end of the day on which the dealer is given
the repurchase  order.  The Funds make no charge for this  transaction,  but the
dealer may charge a service fee.  "Sell" or repurchase  orders  received from an
authorized  dealer  before  the  close  of the NYSE and  received  by SFSI,  the
repurchase agent,  before the close of business on the same day will be executed
at the net asset  value per  share  determined  at the close of the NYSE on that
day.  Repurchase orders received from authorized  dealers after the close of the
NYSE or not received by SFSI prior to the close of business, will be executed at
the net asset value  determined  as of the close of the NYSE on the next trading
day. Shares held in a "street name" account with a broker/dealer  may be sold to
a Fund only through a broker/dealer.

   Check Redemption  Service.  The Check Redemption Service allows a shareholder
of Class A shares who owns or purchases shares in a Series worth $25,000 or more
to request Seligman Data Corp. to provide  redemption  checks to be drawn on the
account  associated  with the Series in which the  shareholder  is invested,  in
amounts of $500 or more.  The  shareholder  may elect to use this Service on the
Account  Application or by later written  request to Seligman Data Corp.  Shares
for which  certificates  have been issued will not be available  for  redemption
under this Service.  Dividends  continue to be earned through the date preceding
the date the check clears for payment.  Use of this Service is subject to Mellon
Bank, N.A. rules and regulations covering checking accounts. Separate checkbooks
will be furnished for each Series.

     There is no  charge  for use of  checks.  When  honoring  a check  that was
processed for payment,  Mellon Bank,  N.A.  will cause a Fund to redeem  exactly
enough  full and  fractional  shares  from an account to cover the amount of the
check. If shares are owned jointly,  redemption checks will need to be signed by
    




                                       31
<PAGE>


all  persons,   unless  otherwise   elected  under  Section  5  of  the  Account
Application, in which case a single signature will be acceptable.

   
   In view of daily  fluctuations  in share  value,  the  shareholder  should be
certain  that the amount of shares in the account is  sufficient  in a Series to
cover the amount of checks written on that Series. If insufficient shares are in
the account, the check will be returned marked  "insufficient  funds." The Funds
will not redeem shares in one Series to cover a check written on another Series.
Seligman Data Corp. will charge a $10.00 processing fee for any check redemption
draft returned marked  "unpaid." This charge may be debited from the account the
check was drawn against.

   Check Redemption books cannot be reordered unless the  shareholder's  account
has a value of  $25,000 or more and  Seligman  Data Corp.  has a  certified  tax
identification number on file.

   Cancelled  checks will be returned to a shareholder  under separate cover the
month after they clear.  The Check  Redemption  Service may be terminated at any
time by the Fund or Mellon Bank,  N.A. See "Terms and Conditions" on page 50 for
further information.  The Check Redemption Service is not available with respect
to Class D shares.

   For the  protection  of the Funds and their  shareholders,  no  proceeds of a
check  redemption  will be  remitted  to a  shareholder  with  respect to shares
purchased by check (unless  certified)  until  Seligman Data Corp.  has received
notice that the check has cleared, which may be up to 15 days from the credit of
the shares to such shareholder's account.

   Telephone Redemptions.  Telephone redemptions of uncertificated shares may be
made  in an  amount  of up to  $50,000  per  day,  per  account.  One  telephone
redemption request per day is permitted.  Telephone  redemption requests must be
received by Seligman  Data Corp.  at (800)  221-2450  between 8:30 a.m. and 4:00
p.m. New York time, on any business day and will be processed as of the close of
business  on that day.  Redemption  requests by  telephone  will not be accepted
within  30 days  following  an  address  change.  Keogh  Plans,  IRAs  or  other
retirement plans are not eligible for telephone redemptions.  Each Fund reserves
the right to suspend or terminate its telephone  redemption  service at any time
without notice.

   For more information about telephone redemptions, including the procedure for
electing such service and the  circumstances  under which  shareholders may bear
the risk of loss for a  fraudulent  transaction,  see  "Telephone  Transactions"
above.


General

   Whether shares are redeemed or repurchased,  a check for the proceeds will be
sent to the address of record within seven calendar days after acceptance of the
redemption or repurchase order and will be made payable to all of the registered
owners on the account.  The Funds will not mail redemption proceeds with respect
to shares  purchased by check (unless  certified)  until Seligman Data Corp. has
received  notice that the check has cleared  which may be up to 15 days from the
credit of the shares to the shareholder's  account. The proceeds of a redemption
or repurchase may be more or less than the investors' cost.

   The Funds  reserves the right to redeem shares owned by a  shareholder  whose
investment  in a Fund has a value  of less  than the  minimum  specified  by the
Fund's  Directors or Trustees which is presently $500.  Shareholders  are sent a
notice  before such  redemption  is  processed  stating  that the value of their
investment is less than the  specified  minimum and that they have sixty days to
make an additional investment.


Reinstatement Privilege

   If a shareholder  redeems Class A shares and then decides not to redeem them,
or to shift the  investment  to one of the  other  Series or to one of the other
mutual funds in the Seligman Group, a shareholder  may, within 120 calendar days
of the date of redemption, use all or any part of the proceeds of the redemption
to reinstate, free of sales load, all or any part of the investment in shares of
such Series; or if the shares redeemed have been held for seven calendar days or
longer a shareholder  may reinstate them in shares of any of the other Series of
the  Fund  or any  of the  other  mutual  funds  in  the  Seligman  Group.  If a
shareholder redeems Class D shares and the redemption was subject to a CDSL, the

    



                                       32
<PAGE>


   
shareholder  may  reinstate  the  investment  in shares of the same class of the
Series  or any of the  other  mutual  funds in the  Seligman  Group  within  120
calendar days of the date of redemption  and receive a credit for the CDSL paid.
Such investment will be reinstated at the net asset value per share  established
as of the close of the NYSE on the day the request is  accepted.  Seligman  Data
Corp. must be informed that the purchase is a reinstated investment.  Reinstated
shares  must be  registered  exactly  and be of the  same  class  as the  shares
previously redeemed.
    

   Generally, exercise of the Reinstatement Privilege does not alter the federal
income tax status of any capital  gain  realized on a sale of a Series'  shares,
but to the  extent  that any  shares  are sold at a loss  and the  proceeds  are
reinvested  in  shares  of the same  Series  some or all of the loss will not be
allowed  as  a  deduction,   depending  upon  the  percentage  of  the  proceeds
reinvested.

ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN

   
   Under an  Administration,  Shareholder  Services and  Distribution  Plan (the
"Plan"), each Series may pay to Seligman Financial Services,  Inc. ("SFSI"), the
Funds'  general  distributor,   an  administration,   shareholder  services  and
distribution fee in respect of each Series' Class A and Class D shares. Payments
under  the Plan  may  include,  but are not  limited  to:  (i)  compensation  to
securities  dealers  and  other  organizations  ("Service   Organizations")  for
providing  distribution  assistance with respect to assets invested in a Series,
(ii)  compensation  to  Service  Organizations  for  providing   administration,
accounting and other shareholder services with respect to Series'  shareholders,
and (iii)  otherwise  promoting  the sale of shares  of each  Series,  including
paying for the preparation of advertising and sales  literature and the printing
and distribution of such  promotional  materials and prospectuses to prospective
investors and defraying  SFSl's costs incurred in connection  with its marketing
efforts  with  respect  to  shares  of the  Series.  The  Manager,  in its  sole
discretion, may also make similar payments to SFSI from its own resources, which
may include the management fee that the Manager receives from each Series.

   Under the Plans, each Series reimburses SFSI for its expenses with respect to
Class A shares at an annual  rate of up to .25% of the  average  daily net asset
value of a Series' Class A shares. It is expected that the proceeds from the fee
in  respect  of Class A shares  will be used  primarily  to  compensate  Service
Organizations which enter into agreements with SFSI. Such Service  Organizations
will  receive  from  SFSI a  continuing  fee of up to .25% on an  annual  basis,
payable  quarterly,  of the average daily net assets of a Series' Class A shares
attributable  to the  particular  Service  Organization  for providing  personal
service and/or the  maintenance of  shareholder  accounts.  The fee payable from
time to time is,  within such limit,  determined by the Directors or Trustees of
the Funds.

     The Plan as it relates to the Class A shares of the New  Jersey  Fund,  was
first approved by the Directors on January 12, 1988 and by the  shareholders  on
December  16,  1988.  The  Plan  as it  relates  to the  Class A  shares  of the
Pennsylvania  Fund,  was first  approved by the Trustees on June 10, 1986 and by
the shareholders on April 23, 1987. The Plan as it relates to the Class A shares
of the California High-Yield Series and the California Quality Series, was first
approved by the  Trustees on July 21, 1992 and by the  shareholders  on November
23,  1992.  The Plan as it relates to the Class A shares of the Florida  Series,
was first approved by the Trustees on June 21, 1990 and by the  shareholders  on
December 7, 1990. The Plan as it relates to Class A shares of the North Carolina
Series,  was  first  approved  by the  Trustees  on  June  21,  1990  and by the
shareholders on April 11, 1991. Each Plan as it relates to Class A shares of the
other Series,  was first  approved by the Directors or Trustees on July 21, 1992
and by the  shareholders  of each Series on  November  23,  1992.  The Plans are
reviewed by the Directors or Trustees  annually.  The total amounts paid for the
year ended September 30, 1994 in respect of each Series' Class A shares, average

    



                                       33
<PAGE>


   
daily net assets pursuant to the Plans were as follows:

                                                                   % of
                                                                  Average
   Series                                                        Net Assets
   ------                                                       ----------
New Jersey......................................................    .23%
Pennsylvania....................................................    .22
National........................................................    .08
Colorado........................................................    .09
Georgia.........................................................    .10
Louisiana.......................................................    .10
Maryland........................................................    .09
Massachusetts...................................................    .09
Michigan........................................................    .10
Minnesota.......................................................    .10
Missouri........................................................    .09
New York........................................................    .08
Ohio............................................................    .10
Oregon..........................................................    .10
South Carolina..................................................    .10
California High-Yield...........................................    .09
California Quality..............................................    .09
Florida.........................................................    .23
North Carolina..................................................    .24

   Under the Plans, each Series reimburses SFSI for its expenses with respect to
Class D shares  at an  annual  rate of up to 1% of the  average  daily net asset
value of the Class D shares.  Proceeds from a Series' Class D  distribution  fee
are used  primarily to  compensate  Service  Organizations  for  administration,
shareholder services and distribution  assistance (including a continuing fee of
up to .25% on an annual basis of the average  daily net asset value of a Series'
Class D shares  attributable to particular  Service  Organizations for providing
personal  services  and/or the  maintenance  of  shareholder  accounts) and will
initially  be used by SFSI to defray the expense of the 1% payment to be made by
it to  Service  Organizations  at the time of the sale of  Class D  shares.  The
amounts  expended by SFSI in any one year upon the  initial  purchase of Class D
shares  may exceed  the  amounts  received  by it from Plan  payments  retained.
Expenses of administration,  shareholder  services and distribution of a Series'
Class D shares in one fiscal  year may be paid from a Series'  Class D Plan fees
received in any other fiscal year.  Each Plan,  as it relates to Class D shares,
was  approved by the  Directors  or  Trustees  on  November  18, 1993 and became
effective  February 1, 1994.  Each Plan is reviewed by the Directors or Trustees
annually. The total amount paid for the period February 1, 1994 to September 30,
1994, in respect of each Series'  Class D shares  pursuant to the Plan was 1.00%
per  annum of each  Series'  average  daily  net  assets  of the Class D shares.

EXCHANGE PRIVILEGE

   A shareholder for seven calendar days or more, may, without charge,  exchange
at net asset value any or all of an investment in a Series for shares of another
Series or for shares of the other mutual funds in the Seligman Group.  Exchanges
may be made by mail or by  telephone  if  telephone  services are elected by the
shareholder.

   Class A and  Class D shares  may be  exchanged  only for  Class A and Class D
shares,  respectively,  of another Series or another mutual fund in the Seligman
Group on the basis of relative net asset value.

   If Class D shares  that are  subject  to a CDSL for Class D shares of another
Series or fund,  for purposes of assessing the CDSL payable upon  disposition of
the exchanged  Class D shares,  the one year holding  period shall be reduced by
the holding period of the original Class D shares.

   Aside from the Series described in this  Prospectus,  the mutual funds in the
Seligman Group available under the Exchange Privilege are:
    

   o Seligman Capital Fund, Inc: seeks aggressive capital appreciation.  Current
income is not an objective.

   
   o Seligman Cash Management  Fund,  Inc:  invests in high quality money market
instruments. Shares are sold at net asset value.
    

   o Seligman  Common  Stock  Fund,  Inc:  seeks  favorable  current  income and
long-term  growth of both income and capital value without  exposing  capital to
undue risk.

   o Seligman  Communications  and Information  Fund, Inc:  invests in shares of
companies in the  communications,  information and related industries to produce
capital gain. Income is not an objective.



                                       34
<PAGE>


   o Seligman  Frontier  Fund,  Inc:  seeks to produce  growth in capital value,
income may be considered  but will only be  incidental to the fund's  investment
objective.

   o Seligman Growth Fund, Inc: seeks longer-term growth in capital value and an
increase in future income.

   
   o Seligman  Henderson  Global Fund  Series,  Inc:  consists  of the  Seligman
Henderson Global Smaller  Companies Fund,  Seligman  Henderson Global Technology
Fund and the Seligman  Henderson  International Fund all of which seek long-term
capital appreciation primarily through investing in companies either globally or
internationally.
    

   o Seligman High Income Fund Series: seeks high current income by investing in
debt securities.  The Fund consists of the U.S. Government Securities Series and
the High-Yield Bond Series.

   o Seligman Income Fund, Inc: seeks high current income and the possibility of
improvement of future income and capital value.
       

   
   All permitted exchanges will be based on the then current net asset values of
the respective funds.  Telephone requests for exchanges must be received between
8:30 a.m.  and 4:00 p.m.  New York time on any  business  day, by Seligman  Data
Corp. at (800)  221-2450 and will  processed as of the close of business on that
day.  The  registration  of an account  into which an  exchange  is made must be
identical to the  registration  of the account from which shares are  exchanged.
When  establishing  a new  account by an exchange  of shares,  the shares  being
exchanged must have a value of at least the minimum initial investment  required
by the  mutual  fund into  which  the  exchange  is being  made.  The  method of
receiving distributions, unless otherwise indicated, will be carried over to the
new Fund account. Account services, such as Invest-A-Check(R)  Service, Directed
Dividends and Automatic Cash Withdrawal  Service will not be carried over to the
new Fund account  unless  specifically  requested and permitted by the new Fund.
Exchange  orders may be placed to effect an  exchange  of a  specific  number of
shares,  an exchange of shares equal to a specific  dollar amount or an exchange
of all shares held.  Shares for which  certificates  have been issued may not be
exchanged via  telephone  and may be exchanged  only upon receipt of an exchange
request together with certificates  representing  shares to be exchanged in form
for transfer.

   Telephone  exchanges are only  available to  shareholders  whose accounts are
registered individually,  as joint tenancies or IRAs. The Exchange Privilege via
mail is  generally  applicable  to  investments  in an IRA and other  retirement
plans,  although some  restrictions  may apply.  The terms of the exchange offer
described herein may be modified at any time; and not all of the mutual funds in
the Seligman  Group are available to residents of all states.  Before making any
exchange,  contact your authorized  investment  dealer or Seligman Data Corp. to
obtain prospectuses of any of the mutual funds in the Seligman Group.

   A  broker/dealer  of record will be able to effect  exchanges  on behalf of a
shareholder  only if the  broker/dealer  has entered  into a Telephone  Exchange
Agreement with SFSI wherein the  broker/dealer  must agree to indemnify SFSI and
the Funds from any loss or liability  incurred as a result of the  acceptance of
telephone  exchange  orders.  Written  confirmation  of all  exchanges  will  be
forwarded to the  shareholder to whom the exchanged  shares are registered and a
duplicate  confirmation  will be sent to the  dealer  of  record  listed  on the
account.  SFSI reserves the right to reject a telephone  exchange request.  Each
Fund reserves the right to reject any telephone requests for transactions with a
share value exceeding  $250,000.  Any rejected  telephone  exchange order may be
processed by mail. For more information about telephone exchanges, including the
procedure  for  electing  such  service  and  the   circumstances   under  which
shareholders  may  bear  the  risk of loss  for a  fraudulent  transaction,  see
"Telephone Transactions" above.
    

   Exchanges  of shares are sales and may  result in a gain or loss for  federal
and state income tax purposes.



                                       35
<PAGE>


   
FURTHER INFORMATION ABOUT
TRANSACTIONS IN THE FUNDS

   Because excessive trading (including short-term, "market timing" trading) can
hurt a Series'  performance,  a Fund,  on behalf of a  Series,  may  refuse  any
exchange  (1) from any  shareholder  account  from  which  there  have  been two
exchanges in the preceding three month period, or (2) where the exchanged shares
equal in value the lesser of $1,000,000 or 1% of the Series' net assets.  A Fund
may also refuse any exchange or purchase order from any  shareholder  account if
the  shareholder  or the  shareholder's  broker/dealer  has  been  advised  that
previous patterns of purchases and redemptions or exchanges have been considered
excessive.  Accounts under common ownership or control, including those with the
same  taxpayer  ID number  and those  administered  so as to redeem or  purchase
shares based upon certain  predetermined  market indicators,  will be considered
one account for this  purpose.  Additionally,  each Fund  reserves  the right to
refuse any order for the purchase of shares.

DIVIDENDS AND DISTRIBUTIONS

   Each Series  intends to declare  dividends of net  investment  income  daily.
Dividends  are paid in additional  shares on the 17th day of each month.  If the
17th day of the month falls on a weekend or holiday on which the NYSE is closed,
the dividend will be distributed on the previous  business day. Payments vary in
amount  depending on income  received  from  portfolio  securities,  expenses of
operation and the number of days in the period.

   Shares will begin  earning  dividends  on the day on which a Series  receives
payment and shares are issued.  Shares  continue to earn  dividends  through the
date preceding the date they are redeemed or delivered subsequent to repurchase.

   Each Series  distributes  substantially  all of any taxable net long-term and
short-term  gain realized on  investments to  shareholders  at least annually in
accordance  with  requirements  under  the  Internal  Revenue  Code of 1986,  as
amended, and other applicable statutory and regulatory requirements.

   Shareholders may elect: (1) to receive both dividends and gain  distributions
in shares;  (2) to receive  dividends in cash and gain  distributions in shares;
(3) to receive both  dividends  and gain  distributions  in cash. In the case of
prototype  retirement plans,  dividends and gain distributions are reinvested in
additional  shares.   Unless  another  election  is  made,  dividends  and  gain
distributions  will be credited to  shareholder  accounts in additional  shares.
Class D shares acquired through a dividend or gain  distribution and credited to
the account are not subject to a CDSL.  Dividends and gain distributions paid in
shares are invested at the net asset value on the payable date. Shareholders may
elect to change their dividend and gain distribution options by writing Seligman
Data Corp. at the address listed below. If the shareholder has elected telephone
services,  changes may also be telephoned  to Seligman  Data Corp.  between 8:30
a.m. and 5:30 p.m. New York time, by either the shareholder or the broker/dealer
of record on the account. For information about electing telephone services, see
"Telephone  Transactions."  These  elections  must be received by Seligman  Data
Corp. at least five business  days before the payable  date,  otherwise  payment
will be made in accordance with the current option on the shareholder's account.
    

   The per share  dividends  from net  investment  income  on a Series'  Class D
shares will be lower than the per share dividends on a Series' Class A shares as
a result of the higher  distribution  fee  applicable  with respect to a Series'
Class D shares.  Per share  dividends  of the two  classes  may also differ as a
result  of  differing   class  expenses  (e.g.,   transfer   agency   expenses).
Distributions  of net capital gains, if any, will be paid in the same amount for
Class A and Class D shares.

   Shareholders  exchanging  into another mutual fund in the Seligman Group will
continue to receive dividends and gains as elected prior to such exchange unless
otherwise specified.

TAXES

Federal Income Taxes

   
     Each  Series  intends to  continue  to qualify  as a  regulated  investment
company  under the Internal  Revenue  Code of 1986,  as amended  ("Code").  Thus
    




                                       36
<PAGE>


   
qualified,  each  Series  will be  relieved  of  federal  income  tax on  income
distributed  to  shareholders  provided  that it  distributes  each  year to its
shareholders  at  least  90% of its net  investment  income  and net  short-term
capital gains, if any.
    

   If, at the close of each  quarter of its taxable  year,  at least 50% of each
Series' total assets is invested in  obligations  exempt from federal income tax
the Series will be eligible to pay dividends that are excludable by shareholders
from gross income for federal income tax purposes ("exempt interest dividends").
The total amount of exempt  interest  dividends paid by a Series to shareholders
with  respect  to any  taxable  year  cannot  exceed  the  amount  of  federally
tax-exempt  interest  received  by a Series  during  the year less any  expenses
allocable to such interest.

   Distributions of net capital gain, i.e., the excess of net long-term  capital
gains over net short-term  capital losses  ("capital  gain  distributions")  are
taxable to shareholders as long-term capital gain, whether received in shares or
cash, regardless of how long a shareholder has held shares in the Series, except
that the portion of net capital gains  representing  accrued market  discount on
tax-exempt obligations acquired after April 30, 1993 will be taxable as ordinary
income.  Individual  shareholders  will be subject to federal  income tax on net
capital  gains  at a  maximum  rate  of 28%.  Net  long-term  capital  gain of a
corporate   shareholder   is  taxed  at  the  same  rate  as  ordinary   income.
Distributions from a Series' other investment income (other than exempt interest
dividends) or from net realized  short-term gain will be taxable to shareholders
as  ordinary  income,   whether  received  in  cash  or  in  additional  shares.
Distributions  will  not,  generally,  be  eligible  for the  dividends-received
deduction for corporations.  Shareholders receiving distributions in the form of
additional  shares  issued by a Series will be treated  for  federal  income tax
purposes as having received a distribution in an amount equal to the fair market
value on the date of distribution of the shares received.

   Interest on indebtedness incurred or continued to purchase or carry shares of
any Series will not be deductible  for federal income tax purposes to the extent
that the Series distributions are exempt from federal income tax.

   Any gain or loss  realized upon a sale or redemption of shares of a Series by
a shareholder  who is not a dealer in securities  generally will be treated as a
long-term capital gain or loss if the shares have been held for more than twelve
months and otherwise as a short-term capital gain or loss. However, if shares on
which a long-term  capital gain  distribution has been received are subsequently
sold or redeemed and such shares have been held for six months or less, any loss
realized will be treated as long-term capital loss to the extent that it offsets
the  long-term  capital  gain  distribution.  Moreover,  any loss  realized by a
shareholder  upon the sale of shares of a Series held six months or less will be
disallowed  to the  extent  of any  exempt-interest  dividends  received  by the
shareholders with respect to such shares.

   In determining gain or loss on shares of a Series, that are sold or exchanged
within 90 days after acquisition,  a shareholder generally will not be permitted
to include in the tax basis  attributable to such shares the sales load incurred
in acquiring such shares to the extent of any subsequent  reduction of the sales
load by reason of the Exchange or Reinstatement Privilege offered by a Fund. Any
sales load not taken into account in determining the tax basis of shares sold or
exchanged within 90 days after  acquisition  will be added to the  shareholder's
tax basis in the shares  acquired  pursuant  to the  Exchange  or  Reinstatement
Privilege.

   Shareholders are urged to consult their tax advisers concerning the effect of
federal income taxes in their individual circumstances.  In particular,  persons
who may be "substantial  users" (or "related  persons" of substantial  users) of
facilities  financed by industrial  development  bonds or private activity bonds
should consult their tax advisers before purchasing shares of any Series.

   
     Unless a  shareholder  includes a taxpayer  identification  number  (social
security number for  individuals) on the Account  Application and certifies that
such shareholder is not subject to backup withholding,  each Fund is required to
withhold and remit to the U.S.  Treasury a portion of  non-exempt  distributions
and other reportable payments to the shareholder. The rate of backup withholding
    




                                       37
<PAGE>


   
is 31%. Shareholders should be aware that, under regulations  promulgated by the
Internal  Revenue  Service,  a Fund  may be fined  up to $50  annually  for each
account for which a certified taxpayer identification number is not provided. In
the event that such a fine is imposed with respect to any uncertified account in
any year, a corresponding charge may be made against that account.

California Taxes

   In the opinion of Sullivan & Cromwell, counsel to the Funds, provided that at
the end of each  quarter of its taxable year at least 50% of the total assets of
the  California  Quality or California  High-Yield  Series  consist of federally
tax-exempt obligations of the State of California and its political subdivisions
("California Tax-Exempt  Securities"),  shareholders of each such Series who are
subject  to  California  State  taxation  on  dividends  will not be  subject to
California  personal income taxes on dividends from that Series  attributable to
interest  received by each such Series on  California  Tax-Exempt  Securities as
well as on certain other federally tax-exempt  obligations the interest on which
is  exempt  from  California  personal  income  taxes.  To the  extent  that the
distributions  are derived  from other  income,  including  long- or  short-term
capital gains, such  distributions  will not be exempt from California  personal
income  taxation,  and,  further to the extent  that they  constitute  long-term
capital dividends they will be taxed as long-term gain to a shareholder.

   Interest on indebtedness incurred or continued to purchase or carry shares of
the  California  Quality or California  High Yield Series will not be deductible
for  California  personal  income  tax  purposes  to  the  extent  such  Series'
distributions are exempt from California personal income tax.

   Prospective  investors should be aware that an investment in these Series may
not be suitable for persons who are not  residents of the State of California or
who do not receive income subject to income taxes of the State.

Colorado Taxes

   In the opinion of Ireland, Stapleton, Pryor & Pascoe, Colorado tax counsel to
the Tax-Exempt  Fund,  individuals,  trusts,  estates and  corporations  who are
holders of the Colorado  Series and who are subject to the  Colorado  income tax
will not be subject to Colorado income tax on Colorado  Series  dividends to the
extent  that  such  distributions  qualify  as  exempt-interest  dividends  of a
regulated  investment  company  under  Section  852(b)(5) of the Code,  that are
derived from interest  income received by the Colorado Series on (a) obligations
of the State of Colorado or its  political  subdivisions  which are issued on or
after May 1,1980,  and if issued before May 1,1980,  to the extent such interest
is  specifically  exempt  from  income  taxation  under the laws of the State of
Colorado  authorizing the issuance of such  obligations,  (b) obligations of the
United  States and its  possessions  to the extent  included in federal  taxable
income,  and (c) obligations of territories and possessions of the United States
to the extent federal law exempts  interest on such obligations from taxation by
states.  To the extent that Colorado Series  distributions  are  attributable to
sources not  described in the  preceding  sentence,  such as long or  short-term
capital gains, such  distributions  will not be exempt from Colorado income tax.
There are no municipal income taxes in Colorado.  As intangibles,  shares in the
Colorado Series are exempt from Colorado property taxes.
    

   Except during temporary defensive periods or when acceptable  investments are
unavailable to the Colorado Series,  at least 80% of the value of the net assets
of the Colorado Series will be maintained in debt  obligations  which are exempt
from federal income tax and Colorado income tax.

   The  Colorado  Series will notify its  shareholders  within 60 days after the
close of the year as to the  interest  derived  from  Colorado  obligations  and
exempt from the Colorado income tax.

Florida Taxes

   
     Florida does not  presently  impose an income tax on  individuals  and thus
individual shareholders of the Florida Series will not be subject to any Florida
state income tax on  distributions  received from the Florida  Series.  However,
Florida  imposes an  intangible  personal  property tax on shares of the Florida
Series owned by a Florida  resident on January 1 of each year unless such shares
    




                                       38
<PAGE>


   
qualify for an  exemption  from that tax.  The  Tax-Exempt  Trust has received a
Technical  Assistance  Advisement  from the  State  of  Florida,  Department  of
Revenue,  to the effect  that shares of the  Florida  Series  owned by a Florida
resident will be exempt from the intangible personal property tax so long as the
Florida Series' portfolio includes on December 31 of each year only assets, such
as Florida Tax-Exempt Securities and United States Government securities,  which
are  exempt  from that tax.  Corporate  shareholders  may be  subject to Florida
income  taxes  depending  on the  portion of the income  related to the  Florida
Series that is allocable to Florida under applicable Florida law.

Georgia Taxes

   In the  opinion of King & Spalding,  Georgia  tax  counsel to the  Tax-Exempt
Fund, under existing Georgia law, shareholders of the Georgia Series will not be
subject to  Georgia  income  taxes on  dividends  with  respect to shares of the
Georgia Series to the extent that such distributions represent  "exempt-interest
dividends"   for  federal   income  tax  purposes  that  are   attributable   to
interest-bearing  obligations  issued by or on behalf of the State of Georgia or
its political  subdivisions,  or by the  governments  of Puerto Rico, the Virgin
Islands or Guam  (collectively,  "Georgia  Obligations"),  which are held by the
Georgia Series.  Dividends,  if any, derived from capital gains or other sources
generally  will be taxable to  shareholders  of the  Georgia  Series for Georgia
income tax purposes.  For purposes of the Georgia intangibles tax, shares of the
Georgia  Series are taxable to  shareholders  who are  otherwise  subject to the
Georgia intangibles tax.
    

   Except during temporary defensive periods or when acceptable  investments are
unavailable to the Georgia  Series,  at least 80% of the value of the net assets
of the Georgia  Series will be maintained in debt  obligations  which are exempt
from federal income tax and Georgia income taxes.

   The  Georgia  Series will  notify its  shareholders  within 60 days after the
close of the year as to the interest derived from Georgia Obligations and exempt
from Georgia income taxes.

Louisiana Taxes

   
   In the opinion of Liskow & Lewis,  Louisiana  tax  counsel to the  Tax-Exempt
Fund,  based upon a private  ruling  obtained from the  Louisiana  Department of
Revenue and Taxation (the "Department"),  and subject to the current policies of
the Department, shareholders of the Louisiana Series who are either corporations
or  individuals  and  residents of the State of Louisiana  and who are otherwise
subject to Louisiana  income tax will not be subject to Louisiana  income tax on
Louisiana Series dividends to the extent that such dividends are attributable to
interest on tax-exempt obligations of the State of Louisiana or its political or
governmental  subdivisions,  its governmental agencies or instrumentalities.  To
the extent  that  distributions  on the  Louisiana  Series are  attributable  to
sources   other  than  those   described  in  the   preceding   sentence,   such
distributions,  including but not limited to,  long-term or  short-term  capital
gains, will not be exempt from Louisiana income tax.
    

   Non-resident  individuals  maintaining their domicile other than in the State
of  Louisiana  will not be subject to  Louisiana  income tax on their  Louisiana
Series dividends.

   
   Except during temporary defensive periods or when acceptable  investments are
unavailable to the Louisiana Series,  the Tax-Exempt Fund will maintain at least
80% of the value of the net assets of the Louisiana  Series in debt  obligations
which are exempt from federal income tax and exempt from Louisiana income tax.
    

   The Louisiana  Series will notify its  shareholders  within 60 days after the
close of the year as to the interest  derived  from  Louisiana  obligations  and
exempt from Louisiana income tax.

Maryland Taxes

   
     In the opinion of Venable, Baetjer and Howard, LLP, Maryland tax counsel to
the Tax-Exempt Fund, as long as dividends paid by the Maryland Series qualify as
interest  excludable  under  Section  103 of the  Code and the  Maryland  Series
qualifies as a "regulated  investment  company"  under the Code,  the portion of
exempt-interest  dividends  that  represents  interest  received by the Maryland
Series  on  obligations  (a) of  Maryland  or  its  political  subdivisions  and




                                       39
<PAGE>


authorities,  or  (b)  of  the  United  States  or  an  authority,   commission,
instrumentality,  possession or territory of the United  States,  will be exempt
from Maryland  state and local income taxes when  allocated or  distributed to a
shareholder of the Maryland Series.
    

   Gain  realized  by the  Maryland  Series  from the sale or exchange of a bond
issued by Maryland  or a political  subdivision  of  Maryland,  or of the United
States or an authority,  commission or instrumentality of the United States will
not be subject to Maryland state and local income taxes.

   To the extent that  distributions  of the Maryland Series are attributable to
sources other than those described in the preceding sentences,  such as interest
received  by the  Maryland  Series on  obligations  issued by states  other than
Maryland,  income  earned  on  repurchase  contracts,  or  gains  realized  by a
shareholder  upon a  redemption  or  exchange of Maryland  Series  shares,  such
distributions will be subject to Maryland state and local income taxes.

   Income earned on certain  private  activity bonds will  constitute a Maryland
tax preference for individual shareholders.

   Interest on indebtedness  incurred or continued (directly or indirectly) by a
shareholder  of the Maryland  Series to purchase or carry shares of the Maryland
Series will not be deductible  for Maryland  state and local income tax purposes
to the extent such interest is allocable to exempt-interest dividends.

   Except during temporary defensive periods or when acceptable  investments are
unavailable to the Maryland Series,  at least 80% of the value of the net assets
of the Maryland Series will be maintained in debt  obligations  which are exempt
from  federal  income tax and are exempt from  Maryland  state and local  income
taxes.

   The  Maryland  Series will notify its  shareholders  within 60 days after the
close of the year as to the  interest  derived  from  Maryland  obligations  and
exempt from Maryland state and local income taxes.

Massachusetts Taxes

   
   In the opinion of Palmer & Dodge, Massachusetts tax counsel to the Tax-Exempt
Fund,  assuming that the Tax-Exempt Fund gives the notices  described at the end
of this  section,  holders of the  Massachusetts  Series who are  subject to the
Massachusetts  personal  income tax will not be subject to tax on  distributions
from the Massachusetts Series to the extent that these distributions  qualify as
exempt-interest  dividends  of a  regulated  investment  company  under  Section
852(b)(5) of the Code which are directly attributable to interest on obligations
issued  by the  Commonwealth  of  Massachusetts,  its  instrumentalities  or its
political  subdivisions or by the government of Puerto Rico or by its authority,
by the  government  of Guam or by its  authority,  or by the  government  of the
Virgin  Islands or its authority  (collectively,  "Massachusetts  Obligations").
Except to the  extent  excluded  as  capital  gain,  distributions  of income to
Massachusetts  holders of the  Massachusetts  Series  that are  attributable  to
sources other than those described in the preceding  sentence will be includable
in  the  Massachusetts  income  of the  holders  of  the  Massachusetts  Series.
Distributions  will not be  subject to tax to the  extent  that they  qualify as
capital gain  dividends  which are  attributable  to  obligations  issued by the
Commonwealth of Massachusetts,  its instrumentalities or political  subdivisions
under any provision of law which  exempts  capital gain on the  obligation  from
Massachusetts  income  taxation.  Distributions  which  qualify as capital  gain
dividends  under Section  852(b)(3)(C)  of the Code and which are  includable in
Federal gross income will be includable in the Massachusetts  income of a holder
of the Massachusetts Series as capital gain.
    

   Massachusetts   Series   dividends  are  not  excluded  in  determining   the
Massachusetts excise tax on corporations.

   
   Except during temporary defensive periods or when acceptable  investments are
unavailable to the  Massachusetts  Series,  the Tax-Exempt Fund will maintain at
least 80% of the value of the net  assets  of the  Massachusetts  Series in debt
obligations which are exempt from federal income tax and Massachusetts  personal
income tax.
    

   The  Massachusetts  Series will notify its shareholders  within 60 days after
the  close  of the  year as to the  interest  and  capital  gains  derived  from
Massachusetts Obligations and exempt from Massachusetts personal income tax.



                                       40
<PAGE>


Michigan Taxes

   
   In the opinion of Dickinson,  Wright, Moon, Van Dusen & Freeman, Michigan tax
counsel to the Tax-Exempt  Fund,  holders of the Michigan Series who are subject
to the  Michigan  income tax or single  business  tax will not be subject to the
Michigan income tax or single  business tax on Michigan Series  dividends to the
extent  that  such  distributions  qualify  as  exempt-interest  dividends  of a
regulated  investment  company  under  Section  852(b)(5)  of the Code which are
attributable to interest on tax-exempt  obligations of the State of Michigan, or
its  political  or  governmental  subdivisions,  its  governmental  agencies  or
instrumentalities  (as well as certain other federally  tax-exempt  obligations,
the interest on which is exempt from Michigan tax, such as, for example, certain
obligations  of Puerto  Rico)  (collectively,  "Michigan  Obligations").  To the
extent that  distributions  on the Michigan  Series are  attributable to sources
other  than those  described  in the  preceding  sentence,  such  distributions,
including,  but not limited to, long or short-term  capital  gains,  will not be
exempt from Michigan income tax or single business tax. The Michigan  Department
of Treasury has issued a bulletin stating that holders of interests in regulated
investment  companies  who are subject to the Michigan  intangibles  tax will be
exempt from the tax to the extent that the investment portfolio consists of U.S.
obligations  and  obligations  of the  State  of  Michigan  or of its  political
subdivisions.  In addition,  Michigan  Series shares owned by certain  financial
institutions or by certain other persons subject to the Michigan single business
tax  are  not  subject  to the  Michigan  intangibles  tax.  To the  extent  the
distributions  on the  Michigan  Series are not subject to Michigan  income tax,
they are not subject to the uniform city income tax imposed by certain  Michigan
cities.
    

   Except during temporary defensive periods or when acceptable  investments are
unavailable to the Michigan Series,  at least 80% of the value of the net assets
of the Michigan Series will be maintained in debt  obligations  which are exempt
from federal income tax and Michigan income and single business taxes.

   The  Michigan  Series will notify its  shareholders  within 60 days after the
close of the year as to the  interest  derived  from  Michigan  Obligations  and
exempt from Michigan income tax.

Minnesota Taxes

   
   In the opinion of Faegre & Benson Professional Limited Liability Partnership,
Minnesota tax counsel to the Tax-Exempt Fund, provided that the Minnesota Series
qualifies as a "regulated  investment  company" under the Code,  shareholders of
the Minnesota Series who are individuals, estates, or trusts and who are subject
to the regular Minnesota personal income tax will not be subject to such regular
Minnesota   tax  on  Minnesota   Series   dividends  to  the  extent  that  such
distributions  qualify as  exempt-interest  dividends of a regulated  investment
company under  Section  852(b)(5) of the Code which are derived from interest on
tax-exempt  obligations  of  the  State  of  Minnesota,   or  its  political  or
governmental    subdivisions,    municipalities,    governmental   agencies   or
instrumentalities. The foregoing will apply, however, only if the portion of the
exempt-interest  dividends  from  such  Minnesota  sources  that  is paid to all
shareholders  represents 95% or more of the  exempt-interest  dividends that are
paid by the Minnesota  Series.  If the 95% test is not met, all  exempt-interest
dividends  that are paid by the Minnesota  Series will be subject to the regular
Minnesota  personal  income tax. Even if the 95% test is met, to the extent that
exempt-interest  dividends that are paid by the Minnesota Series are not derived
from the Minnesota  sources  described in the first sentence of this  paragraph,
such dividends  will be subject to the regular  Minnesota  personal  income tax.
Other  distributions of the Minnesota Series,  including  distributions from net
short-term  and  long-term  capital  gains,  are  generally  not exempt from the
regular Minnesota personal income tax.
    

     Minnesota  presently  imposes an  alternative  minimum tax on  individuals,
estates,  and  trusts  that  is  based,  in  part,  on such  taxpayers'  federal
alternative minimum taxable income, which includes federal tax preference items.
The Code provides that interest on specified private activity bonds is a federal
tax  preference  item,  and  that an  exempt-interest  dividend  of a  regulated
investment  company  constitutes a federal tax preference  item to the extent of
its  proportionate  share  of the  interest  on  such  private  activity  bonds.




                                       41
<PAGE>


Accordingly,  shareholders of the Minnesota Series who are individuals, estates,
or trusts may be subject to the Minnesota alternative minimum tax as a result of
the receipt of  exempt-interest  dividends that are attributable to such private
activity  bond  interest,  even though they are also derived from the  Minnesota
sources  described in the paragraph  above.  In addition,  the entire portion of
exempt-interest  dividends  that is  received by such  shareholders  and that is
derived from sources other than the Minnesota sources described in the paragraph
above is subject to the Minnesota  alternative minimum tax. Further,  should the
95% test that is  described  in the  paragraph  above fail to be met, all of the
exempt-interest  dividends that are paid by the Minnesota Series,  including all
of those that are derived from the Minnesota  sources described in the paragraph
above, will be subject to the Minnesota  alternative minimum tax, in the case of
shareholders of the Minnesota Series who are individuals, estates or trusts.

   
   Subject to certain  limitations  that are set forth in the  Minnesota  rules,
Minnesota  Series  dividends,  if any, that are derived from interest on certain
United  States  obligations  are not subject to the regular  Minnesota  personal
income tax or the Minnesota alternative minimum tax, in the case of shareholders
of the Minnesota Series who are individuals, estates, or trusts.
    

   Minnesota Series distributions,  including exempt-interest dividends, are not
excluded in  determining  the Minnesota  franchise tax on  corporations  that is
measured by taxable income and alternative  minimum  taxable  income.  Minnesota
Series  distributions  may  also be  taken  into  account  in  certain  cases in
determining the minimum fee that is imposed on corporations, S corporations, and
partnerships.

   
   Except during temporary defensive periods or when acceptable  investments are
unavailable to the Minnesota Series, at least 80% of the value of the net assets
of the Minnesota Series will be maintained in debt obligations  which are exempt
from the federal income tax and the Minnesota personal income tax. The Minnesota
Series will invest so that the 95% test  described  in the  paragraphs  above is
met.
    

   The Minnesota  Series will notify its  shareholders  within 30 days after the
close of the year as to the interest  derived  from  Minnesota  obligations  and
exempt from the Minnesota personal income tax.

Missouri Taxes

   
   In the opinion of Bryan Cave,  Missouri tax counsel to the  Tax-Exempt  Fund,
dividends distributed to individual  shareholders of the Missouri Series will be
exempt  from the  Missouri  personal  income tax  imposed by Chapter  143 of the
Missouri  Revised  Statutes to the extent that such dividends  qualify as exempt
interest dividends of a regulated  investment company under Section 852(b)(5) of
the Code and are derived from interest on  obligations  of the State of Missouri
or any of its political subdivisions or authorities or obligations issued by the
government   of  Puerto   Rico  or  its   authority   (collectively,   "Missouri
Obligations").  Capital gain dividends,  as defined in Section  852(b)(3) of the
Code,  distributable  by the Fund to  individual  resident  shareholders  of the
Missouri Series, to the extent includable in federal adjusted gross income, will
be subject to Missouri  income  taxation.  Shares in the Missouri Series are not
subject to Missouri personal property taxes.
    

   Except during temporary defensive periods or when acceptable  investments are
unavailable to the Missouri Series,  at least 80% of the value of the net assets
of the Missouri Series will be maintained in debt  obligations  which are exempt
from federal income tax and Missouri personal income tax.

   The  Missouri  Series will notify its  shareholders  within 60 days after the
close of the year as to the  interest  derived  from  Missouri  Obligations  and
exempt from the Missouri personal income tax.

New Jersey Taxes

   
     In the opinion of McCarter & English,  New Jersey counsel to the New Jersey
Fund, income  distributions  paid from a "qualified  investment fund" are exempt
from  the  New  Jersey  personal  income  tax,  to the  extent  attributable  to
tax-exempt  obligations  specified  by New Jersey  law.  As defined in  N.J.S.A.
54A:6-14.1, a "qualified investment fund" is any investment or trust company, or
    




                                       42
<PAGE>


   
series of such  investment  company or trust  registered with the Securities and
Exchange  Commission,  which for the calendar  year in which a  distribution  is
paid,  which  has  no  investments  other  than  interest-bearing   obligations,
obligations  issued  at  a  discount,   and  cash  and  cash  items,   including
receivables, and which has at least 80% of the aggregate principal amount of all
its investments,  excluding cash and cash items, including receivables, invested
in obligations  issued by New Jersey, or in obligations that are free from state
or local taxation  under New Jersey and federal laws such as obligations  issued
by the  governments  of Puerto  Rico,  Guam or the Virgin  Islands  ("Tax-Exempt
Securities").  Interest  income and gains  realized  by the New Jersey Fund upon
disposition of obligations and distributed to the  shareholders  are exempt from
the New Jersey  personal  income tax to the extent  attributable  to  Tax-Exempt
Securities.  Gains  resulting  from the  redemption or sale of shares of the New
Jersey Fund would also be exempt from the New Jersey personal income tax.

   The New Jersey personal income tax is not applicable to corporations. For all
corporations  subject to the New Jersey  Corporate  Business  Tax,  interest  on
Tax-Exempt  Securities  is included  in the net income tax base for  purposes of
computing  the  corporation  business  tax.  Furthermore,   any  gain  upon  the
redemption or sale of shares by a corporate  shareholder is also included in the
net income tax base for purposes of computing the Corporation Business Tax.

   The New Jersey Fund will notify  shareholders by February 15 of each calendar
year as to the amounts of all such dividends and distributions  which are exempt
from federal income taxes and New Jersey personal income tax and the amounts, if
any,  which are  subject to such  taxes.  Shareholders  are,  however,  urged to
consult  with  their  own tax  advisors  as to the  federal,  state or local tax
consequences in their specific circumstances.

   Prospective  investors  should  be  aware  that  an  investment  in  a  state
tax-exempt  fund may not be  suitable  for  persons  who do not  receive  income
subject to income taxes of such state.
    

New York State and City Taxes
   
   In the opinion of Sullivan & Cromwell,  counsel to the Funds,  holders of the
New York Series who are subject to New York State and City tax on dividends will
not be  subject  to New York State and City  personal  income  taxes on New York
Series   dividends   to  the   extent   that  such   distributions   qualify  as
exempt-interest  dividends  under  Section  852(b)(5) of the Code and  represent
interest income attributable to federally tax-exempt obligations of the State of
New York and its  political  subdivisions  (as well as certain  other  federally
tax-exempt  obligations  the interest on which is exempt from New York State and
City personal income taxes such as, for example,  certain  obligations of Puerto
Rico) (collectively,  "New York Obligations").  To the extent that distributions
on the New  York  Series  are  derived  from  other  income,  including  long or
short-term  capital gains, such  distributions  will not be exempt from State or
City personal income taxes.
    

   Dividends  on the New York Series are not  excluded in  determining  New York
State or City franchise taxes on corporations and financial institutions.

   
   Except during temporary defensive periods or when acceptable  investments are
unavailable to the New York Series,  the Tax-Exempt  Fund will maintain at least
80% of the value of the net  assets of the New York  Series in debt  obligations
which are exempt from  federal  income tax and New York State and City  personal
income taxes.
    

   The Series will notify its shareholders within 45 days after the close of the
year as to the interest  derived from New York  Obligations  and exempt from New
York State and City personal income taxes.

   
North Carolina Taxes

   In the opinion of Horack,  Tally,  Pharr & Lowndes,  tax counsel to the North
Carolina  Series,  distributions  from the North Carolina Series to shareholders
subject to North  Carolina  income taxes will not be taxable for North  Carolina
income  tax  purposes  to the  extent the  distributions  either (i)  qualify as
exempt-interest  dividends of a regulated  investment company under the Code and
are attributable to interest on obligations issued by the State of North

    



                                       43
<PAGE>


   
Carolina and its political  subdivisions  or (ii) are dividends  attributable to
interest on direct  obligations of the United States government and agencies and
possessions  of the United  States,  so long as in both cases the North Carolina
Series  provides a supporting  statement  to the  shareholders  designating  the
portion of the dividends of the North Carolina  Series  attributable to interest
on  obligations  issued  by the  State  of  North  Carolina  and  its  political
subdivisions or direct  obligations of the United States government and agencies
and  possessions of the United States.  In the absence of such a statement,  the
total  amount of the  dividends  will be taxable for North  Carolina  income tax
purposes. Distributions attributable to other sources, including exempt-interest
dividends  attributable  to interest on  obligations  of states other than North
Carolina and the political  subdivisions of such other states as well as capital
gains, will be taxable for North Carolina income tax purposes.

   The North  Carolina  Series will notify its  shareholders  within  sixty days
after  the  close  of  its  taxable  year  as to the  amount  of  dividends  and
distributions  to the shareholders of the North Carolina Series which are exempt
from North Carolina income taxes and the dollar amount, if any, which is subject
to North Carolina income taxes.

   For purposes of the North  Carolina tax on the value of  intangible  personal
property,  there  will be  allowed a  percentage  reduction  in the value of the
shares  of the  North  Carolina  Series  equal to the  percentage  of the  North
Carolina Series invested in direct  obligations of the United States  government
and agencies and  possessions of the United States and  obligations of the State
of North Carolina and its political subdivisions and agencies. In order for this
percentage  reduction to apply,  information  regarding the  composition  of the
investments of the North Carolina Series must be submitted annually to the North
Carolina  Department of Revenue by the North Carolina Series. The North Carolina
Series will provide such  information and the percentage  reduction in the value
of the shares of the North Carolina  Series for North Carolina  intangibles  tax
purposes to the shareholders annually.

Ohio Taxes

   In the  opinion  of  Squire,  Sanders  &  Dempsey,  Ohio tax  counsel  to the
Tax-Exempt Fund, holders of the Ohio Series who are subject to the Ohio personal
income tax, the net income base of the Ohio corporation franchise tax, or school
district or municipal  income taxes in Ohio will not be subject to such taxes on
dividend  distributions  with respect to shares of the Ohio Series to the extent
that such distributions are properly attributable to interest (including accrued
original issue  discount) on obligations  issued by or on behalf of the State of
Ohio, political  subdivisions thereof, or agencies or instrumentalities  thereof
("Ohio Obligations"), or by the government of Puerto Rico, the Virgin Islands or
Guam,  provided  that the  Ohio  Series  qualifies  as a  "regulated  investment
company"  for federal  income tax purposes and that at all times at least 50% of
the value of the total assets of the Ohio Series consists of Ohio Obligations or
similar  obligations  of other states or their  subdivisions.  It is assumed for
purposes of this discussion of Ohio taxes that these requirements are satisfied.
Shares of the Ohio  Series  will be  included  in a  corporation's  tax base for
purposes of computing the Ohio corporation franchise tax on the net worth basis.
    

   Dividends on shares of the Ohio Series that are attributable to gain from the
sale,  exchange or other disposition of Ohio Obligations held by the Ohio Series
are not subject to the Ohio personal income tax, the net income base of the Ohio
corporation franchise tax, or school district or municipal income taxes in Ohio.

   
   The Ohio Series is not subject to the Ohio  personal  income tax, Ohio school
district income taxes, the Ohio  corporation  franchise tax, or the Ohio dealers
in  intangibles  tax,  provided  that,  with  respect  to the  Ohio  corporation
franchise  tax and the Ohio  dealers in  intangibles  tax, the  Tax-Exempt  Fund
complies with certain reporting requirements.

   Except during temporary defensive periods or when acceptable  investments are
unavailable to the Ohio Series,  the Tax-Exempt  Fund will maintain at least 80%
of the value of the net assets of the Ohio Series in debt obligations  which are
exempt from federal income tax and the Ohio personal income tax and the net     




                                       44
<PAGE>


income base of the Ohio corporation franchise tax.

   The Ohio Series will notify its  shareholders  within 60 days after the close
of the year as to the status for Ohio tax purposes of distributions with respect
to shares of the Ohio Series.

Oregon Taxes

   
   In the  opinion of  Schwabe,  Williamson  & Wyatt,  Oregon tax counsel to the
Tax-Exempt Fund, under present law, individual shareholders of the Oregon Series
will not be subject to Oregon  personal income taxes on  distributions  received
from the Oregon  Series to the extent  that such  distributions  (1)  qualify as
"exempt-interest  dividends"  under  Section  852 (b)(5) of the Code and (2) are
derived  from  interest  on  obligations  of the  State of  Oregon or any of its
political  subdivisions  or  authorities  or from interest on obligations of the
governments of Puerto Rico,  Guam,  the Virgin  Islands or the Northern  Mariana
Islands (collectively, "Oregon Obligations"). Other distributions, including any
long-term  and  short-term  capital  gains,  will  generally  not be exempt from
personal income taxes in Oregon.
    

   No portion of  distributions  from the Oregon  Series are exempt  from Oregon
excise tax on corporations. However, shares of the Oregon Series are not subject
to Oregon property tax.

   Except during temporary defensive periods or when acceptable  investments are
unavailable to the Oregon Series, at least 80% of the value of the net assets of
the Oregon Series will be maintained in debt obligations,  the interest payments
of which are exempt from federal income tax and Oregon personal income taxes.

   The Oregon Series will notify its shareholders within 60 days after the close
of the year as to the interest  derived from Oregon  Obligations and exempt from
Oregon personal income taxes.

   
Pennsylvania Taxes

   In the opinion of Ballard Spahr Andrews & Ingersoll, Pennsylvania tax counsel
to the Pennsylvania Fund,  individual  shareholders of the Pennsylvania Fund who
are  subject  to the  Pennsylvania  personal  income  tax will not be subject to
Pennsylvania  personal income tax on distributions from the Pennsylvania Fund to
the  extent  that  such  distributions  are  attributable  to  interest  paid on
Pennsylvania Tax-Exempt Securities or U.S. Government obligations. Distributions
attributable to most other sources, including distributions attributable to gain
on the sale of such instruments,  will not be exempt from Pennsylvania  personal
income tax.

   The same  rules  apply  under  the tax  imposed  by the  Philadelphia  School
District  on the  unearned  income of  Philadelphia  residents,  except that all
capital gain distributions are exempt from the School District tax regardless of
the source from which they are paid.

   Corporate  shareholders  who are subject to the  Pennsylvania  corporate  net
income tax will not be subject to corporate net income tax on distributions from
the Pennsylvania  Fund that qualify as  "exempt-interest  dividends" for federal
income tax purposes or are derived from interest on U.S. Government obligations.

   Individual  shareholders  of the  Pennsylvania  Fund who are  subject  to the
Pennsylvania  personal  property tax will be exempt from  Pennsylvania  personal
property  tax on their  shares of the  Pennsylvania  Fund to the extent that the
Pennsylvania Fund portfolio consists of Pennsylvania  Tax-Exempt  Securities and
U.S. Government obligations on the annual assessment date.  Corporations are not
subject to Pennsylvania personal property taxes.

   Shareholders  will  receive an annual  Statement  of Account and  information
regarding the federal and  Pennsylvania  income tax status of all  distributions
made  during  the  year.   Information  will  also  be  provided  to  individual
Pennsylvania shareholders regarding the portion of the value of their shares, if
any, subject to Pennsylvania personal property tax.

   Prospective  investors should be aware that an investment in the Pennsylvania
Fund may not be  suitable  for  persons  who are not  residents  of the State of
Pennsylvania or who do not receive income subject to income taxes of the State.

    


                                       45
<PAGE>


South Carolina Taxes

   
   In the  opinion  of  Sinkler  &  Boyd,  South  Carolina  tax  counsel  to the
Tax-Exempt  Fund,  shareholders  of the South Carolina Series who are subject to
South Carolina  individual or corporate income taxes will not be subject to such
taxes on South  Carolina  Series'  dividends  to the extent that such  dividends
qualify  as either  (1)  exempt-interest  dividends  of a  regulated  investment
company under Section  852(b)(5) of the Code, which are derived from interest on
tax-exempt  obligations  of the State of South  Carolina or any of its political
subdivisions  or on obligations of the Government of Puerto Rico that are exempt
from federal income tax; or (2) dividends  derived from interest or dividends on
obligations  of the  United  States and its  possessions  or on  obligations  or
securities of any  authority or commission  exempt from state income taxes under
the laws of the United States (collectively,  "South Carolina Obligations").  To
the extent that South Carolina Series'  distributions  are attributable to other
sources,  such as long or short-term  capital gains, such distributions will not
be exempt from South Carolina taxes.
    

   Except during temporary defensive periods or when acceptable  investments are
unavailable to the South Carolina  Series,  at least 80% of the value of the net
assets of the South Carolina Series will be maintained in debt obligations which
are exempt from federal income tax and South Carolina income tax.

   The South Carolina Series will notify its  shareholders  within 60-days after
the close of the year as to the interest derived from South Carolina Obligations
and exempt from South Carolina income taxes.

Other State and Local Taxes

   The exemption of interest on  tax-exempt  securities  for federal  income tax
purposes does not  necessarily  result in exemption under the income tax laws of
any state or city.  Except as noted above with  respect to a  particular  state,
distributions  from a Fund may be taxable to investors under state and local law
even though all or a part of such  distributions  may be derived from  federally
tax-exempt  sources or from obligations  which, if received  directly,  would be
exempt from such income tax. In some states, shareholders of the National Series
may be afforded  tax-exempt  treatment on  distributions  to the extent they are
derived  from  tax-exempt  securities  issued by that  state or its  localities.
Prospective  investors  should be aware that an  investment  in a certain  State
Series may not be suitable for persons who are not  residents of the  designated
state or who do not  receive  income  subject  to  income  taxes in that  state.
Shareholders should consult their own tax advisers.

SHAREHOLDER INFORMATION

   
   Shareholders will be sent semi-annual  reports regarding their Fund.  General
information   about  the  Funds  may  be  requested  by  writing  the  Corporate
Communications/Investor   Relations   Department,   J.  &  W.   Seligman  &  Co.
Incorporated,  100 Park  Avenue,  New York,  New York 10017 or  telephoning  the
Corporate  Communications/  Investor Relations  Department  toll-free by dialing
800-221-7844  from  all  continental  United  States,  except  New York or (212)
850-1864 in New York State and the Greater New York City area. Information about
shareholder accounts may be requested by writing Shareholder Services,  Seligman
Data  Corp.,  at  the  same  address  or  by  toll-free   telephone  by  dialing
800-221-2450  from all  continental  United  States.  Seligman Data Corp. may be
telephoned  Monday through Friday (except  holidays),  between the hours of 8:30
a.m.  and 5:30 p.m.  Eastern  time and calls  will be  answered  by our  service
representatives.  24-hour  automated  telephone  access is  available by dialing
1-800-622-4597  on a touchtone  phone which  provides  instant  access to price,
yield,  account  balance,  most recent  transaction  and other  information.  In
addition,  account statements,  Form 1099 DIVS and checkbooks can be ordered. To
insure prompt  delivery of checks,  account  statements  and other  information,
Seligman Data Corp.,  should be notified  immediately  in writing of any address
change.  Address  changes  may be  telephoned  to  Seligman  Data  Corp.  if the
shareholder has elected telephone services. For more information about telephone
services, see "Telephone Transactions" above.
    

   Account   Services.   Shareholders   are  sent   confirmation   of  financial
transactions.



                                       46
<PAGE>


   Other investor services are available. These include:

   
   o Invest-A-Check(R)  enables a shareholder to authorize checks to be drawn on
   a checking account at regular  intervals for fixed amounts of $50 or more, to
   purchase shares. (See "Terms and Conditions" on page 50.)

   o     Automatic      Dollar-Cost-Averaging     Service.     The     Automatic
   Dollar-Cost-Averaging   Service   permits  a  shareholder  of  Seligman  Cash
   Management Fund to exchange a specified  amount, of at least $100, into Class
   A shares of a Fund at regular monthly or quarterly  intervals.  The shares of
   Seligman  Cash  Management  Fund and the Fund must be  registered in the same
   name. If the  shareholder is opening a new fund account through this service,
   a minimum exchange of $1,000 is required.
    

   o Dividends From Other  Investments  permits a shareholder to order dividends
   payable on shares of other companies to be paid to and invested in additional
   shares of the  Series.  (Dividend  checks  must meet or exceed  the  required
   minimum purchase amount and include the  shareholder's  name, the name of the
   Series and the class of shares in which the  investment is to be made and the
   shareholder's Series' account number.)

   
   o Automatic CD Transfer  Service  permits a shareholder to instruct a bank to
   invest the  proceeds  of a maturing  bank  certificate  of deposit  ("CD") in
   shares of any designated  Seligman Mutual Fund.  Shareholders who wish to use
   this service,  should  contact  Seligman Data Corp. or a broker to obtain the
   necessary  documentation.  Banks may charge a penalty on CD assets  withdrawn
   prior  to  maturity.  Accordingly,  it will  not  normally  be  advisable  to
   liquidate a CD before its maturity.

   o Payments  at Regular  Intervals  can be made to a  shareholder  who owns or
   purchases  Class A  shares  worth  $5,000  or more  and they are held as book
   credits  under the  Automatic  Cash  Withdrawal  Service.  Holders of Class D
   shares may elect to use this  service  with  respect to shares that have been
   held for at least one year. (See "Terms and Conditions" on page 50.)

   o Directed  Dividends allows a shareholder to pay dividends to another person
   or to be directed to another  mutual fund in the Seligman  Group for purchase
   at net asset  value.  Dividends on Class A and Class D shares may be directed
   only to shares  of the same  class of  another  mutual  fund in the  Seligman
   Group.
    

   o Overnight  Delivery to service  shareholder  requests  is  available  for a
   $15.00 fee which may be deducted from a shareholder's account, if requested.

   
   o Copies  of  Account  Statements  will be sent to each  shareholder  free of
   charge for the current  year and most recent  prior year.  Copies of year-end
   statements  for years  prior  thereto are  available  for a fee of $10.00 per
   year,  per  account,  with a maximum  charge of $150 per  account.  Statement
   requests should be forwarded, along with a check to Seligman Data Corp.

ADVERTISING A FUND'S PERFORMANCE

     From time to time, a Series advertises its "yield," "tax equivalent yield,"
"average  annual total return" and "total  return" each of which are  calculated
separately for each Series' Class A and Class D shares.  These figures are based
on historical earnings and are not intended to indicate future performance.  The
"yield" of a Series'  class refers to the income  generated by an  investment in
the Series over a 30-day period.  This income is then "annualized." That is, the
amount of income  generated  by the  investment  during  that  30-day  period is
assumed to be generated  each 30-day period for twelve periods and is shown as a
percentage  of the  investment.  The  income  earned on the  investment  is also
assumed  to be  reinvested  at the end of the  sixth  30-day  period.  The  "tax
equivalent yield" is calculated  similarly to the "yield," except that the yield
is increased  using a stated  income tax rate to  demonstrate  the taxable yield
necessary to produce an after-tax yield  equivalent to the Series.  The "average
annual total return" is the annual rate required for the initial payment to grow
to the amount  which would be received at the end of the  specified  period (one
year, five years, and ten years or since the inception of the Series), i.e., the
average  annual  compound  rate of return,  assuming  the payment of the maximum
sales  load,  if  any,  when  the   investment  was  first  made  and  that  all
    




                                       47
<PAGE>


   
distributions  and dividends by the Series were  reinvested on the  reinvestment
dates during the period.  Total return is calculated with these same assumptions
and shows the  aggregate  return on an  investment  in a class over a  specified
period  (one  year,  five  years  and ten years or since  the  inception  of the
Series).  Class A total return and average  annual total return quoted from time
to time are not adjusted for periods prior to commencement  dates,  December 27,
1990, in the case of the Florida Series, and January 1, 1993, in the case of the
California High-Yield Series,  California Quality Series, and each Series of the
Tax-Exempt  Fund,  for  the  annual  administration,  shareholder  services  and
distribution fee. Such fee, if reflected,  would reduce the performance  quoted.
The waiver by the  Manager  of its fees and  reimbursement  of certain  expenses
during certain periods (as set forth under "Financial  Highlights" herein) would
positively affect the performance results quoted.

   From  time to  time,  reference  may be made in  advertising  or  promotional
material to mutual fund rankings  prepared by Lipper  Analytical  Service,  Inc.
("Lipper"),  an independent  reporting  service that monitors the performance of
mutual funds.  Lipper ranks funds in various  categories  by making  comparative
calculations using total return. Each Series may quote its Lipper ranking in the
Municipal Bond Fund category or the Single State Municipal Bond Fund category or
its Lipper  ranking  for all  municipal  bond  funds  monitored  by  Lipper.  In
addition,  each class of a Series may  compare  its total  return over a certain
period with the average  performance of all funds in these Lipper categories for
the same period.  As is the case, in  calculating  the total return of a Series'
Class A and  Class D shares,  the  Lipper  analysis  assumes  investment  of all
dividends and distributions paid but does not take into account applicable sales
loads.  A Series  may  also  refer in  advertisements,  or in other  promotional
material to articles,  comments, listings and columns in the financial and other
press pertaining to a Series' performance.  Examples of such financial and other
press  publications  include Barron's,  Business Week,  CDA/Wiesenberger  Mutual
Funds  Investment  Report,   Christian  Science  Monitor,   Financial  Planning,
Financial  Times,  Financial  World,  Forbes,   Fortune,   Individual  Investor,
Investment Advisor,  Investors Business Daily,  Kiplinger's,  Los Angeles Times,
MONEY Magazine,  Morningstar,  Inc., Pensions and Investments,  Smart Money, The
New York Times, The Wall Street Journal,  USA Today, U.S. News and World Report,
Washington Post, Worth Magazine and Your Money.

ORGANIZATION AND CAPITALIZATION

   Each Fund is a non-diversified,  open-end  management  investment company, as
defined in the 1940 Act.  The New Jersey  Fund was  incorporated  in Maryland on
March 13, 1987. The Pennsylvania Fund was organized as an  unincorporated  trust
under the laws of the  Commonwealth  of  Pennsylvania  by a Declaration of Trust
dated May 13, 1986. The Tax-Exempt  Fund was  incorporated in Maryland on August
8, 1983. The Tax-Exempt Trust was established under the laws of the Commonwealth
of Massachusetts by a Declaration of Trust dated July 27, 1984.

   The Directors or Trustees of the Funds have  authority to create and classify
shares of capital  stock or  beneficial  interest  in separate  Series,  without
further action by  shareholders.  The  Declarations of Trust of the Pennsylvania
Fund and the Tax-Exempt  Trust permit the Trustees to issue an unlimited  number
of full and  fractional  shares of beneficial  interest in separate  Series.  To
date,  shares  of  thirteen  Series  of the  Tax-Exempt  Fund,  four  Series  of
Tax-Exempt  Trust,  one  Series  of the New  Jersey  Fund and one  Series of the
Pennsylvania Fund have been authorized, which shares constitute the interests in
the Series described herein.  Further series may be added in the future. Each of
the Series  capital  stock or shares of  beneficial  interest has a par value of
$.001 per share and is divided  into two  classes.  Each  share of each  Series'
Class A and  Class D  common  stock  or  beneficial  interest,  is  equal  as to
earnings,  assets and voting  privileges,  except  that each class bears its own
separate  distribution and certain other class expenses and has exclusive voting
rights  with  respect  to any  matter to which a  separate  vote of any class is
required  by the 1940 Act or  applicable  state law.  Each Fund has  received an
order from the  Securities and Exchange  Commission  permitting the issuance and
sale of multiple classes of common stock or beneficial interests. The 1940 Act
    



                                       48
<PAGE>


   
requires  that where more than one class  exists,  each class must be  preferred
over all other  classes  in  respect of assets  specifically  allocated  to such
class. In accordance with the Articles of  Incorporation or Declaration of Trust
of each Fund,  the Board of Directors or Trustees may  authorize the creation of
additional   classes  of  common  stock  or   beneficial   interest   with  such
characteristics  as are permitted by the order  received from the Securities and
Exchange Commission.  Shares entitle their holders to one vote per share. Shares
have noncumulative  voting rights, do not have preemptive or subscription rights
and are transferable.

   It is the intention of the Funds not to hold Annual Meetings of Shareholders.
The Directors or Trustees may call Special  Meetings of Shareholders  for action
by shareholder vote as may be required by the 1940 Act, or a Fund's  Declaration
of Trust or Articles of  Incorporation.  Pursuant to the 1940 Act,  shareholders
have to approve the adoption of any management  contract,  distribution plan and
any changes in fundamental investment policies. Shareholders also have the right
to call a meeting of  shareholders  for the  purpose of voting on the removal of
one or more Directors or Trustees.
    

   The shareholders of a Massachusetts  business trust (the Tax-Exempt Trust) or
a   Pennsylvania   trust  (the   Pennsylvania   Fund),   could,   under  certain
circumstances,  be  held  personally  liable  as  partners  of its  obligations.
However,  the  Declaration  of Trust  of each of the  Tax-Exempt  Trust  and the
Pennsylvania Fund,  contains an express disclaimer of shareholder  liability for
acts or  obligations  of the Trusts and also provides,  for  idemnification  and
reimbursement  of  expenses  out of the  Trusts,  or  Series  thereof,  for  any
shareholder  held  personally  liable for  obligations  of the Trust,  or Series
thereof.


   
   There is a  possibility  that one Fund might be liable for any  misstatement,
inaccuracy,  or incomplete  disclosure in this  Prospectus  concerning any other
Fund  contained  herein.  Based on the  advice of  counsel,  however,  the Funds
believe that the potential liability of each Fund with respect to the disclosure
in this Prospectus extends only to the disclosure relating to that Fund.
    




                                       49
<PAGE>


   
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                                       50
<PAGE>


                              TERMS AND CONDITIONS

                          General Account Information

   
   Investments will be made in as many shares of a Series,  including  fractions
to the third  decimal  place,  as can be purchased at the net asset value plus a
sales  load,  if  applicable,  at the close of  business  on the day  payment is
received.  If your  check  received  in  payment  of a  purchase  of  shares  is
dishonored  for any reason,  Seligman Data Corp. may cancel the purchase and may
also  redeem  additional  shares,  if any,  held in your  account  in an  amount
sufficient  to reimburse the Fund for any loss it may have incurred and charge a
$10.00 return check fee.  Shareholders  will receive  dividends from  investment
income and any  distributions  from gain realized on investments in shares or in
cash according to the option  elected.  Dividend and gain options may be changed
by notifying Seligman Data Corp. in writing at least five business days prior to
the  payable  date.  Stock  certificates  will not be issued  unless  requested.
Replacement stock certificates will be subject to a surety fee.
    

                           Invest-A-Check(R) Service

   
    The  Invest-A-Check(R)  Service  is  available  to  all  shareholders.  Your
application is subject to acceptance by your bank and Seligman Data Corp. Checks
in the amount  specified will be drawn  automatically  on your bank on the fifth
day of each  month (or on the prior  business  day if the fifth day of the month
falls on a weekend or holiday) in which an  investment is scheduled and invested
at the public  offering  price at the close of business on the same date.  After
the initial investment,  the value of shares held in your Account must equal not
less than two regularly scheduled investments. If a check is not honored by your
bank,  or if the value of shares  held falls  below the  required  minimum,  the
Service  will be  suspended.  In the  event  that a  check  is  returned  marked
"unpaid,"  Seligman Data Corp.  will cancel the purchase,  redeem shares held in
your account for an amount  sufficient to reimburse the Fund for any loss it may
have incurred as a result, and charge a $10.00 return check fee. This fee may be
debited from your  account.  Service  will be  reinstated  upon written  request
indicating that the cause of interruption has been corrected. The Service may be
terminated  by you or Seligman  Data Corp.  at any time by written  notice.  You
agree to hold the Funds  and their  agents  free  from all  liability  which may
result from acts done in good faith and  pursuant to these  terms.  Instructions
for establishing Invest-A-Check(R) Service are given on the Account Application.
In the  event  you  exchange  all of your  shares  from one  mutual  fund in the
Seligman Group to another, you must re-apply for the  Invest-A-Check(R)  Service
in the  Seligman  Fund into  which  your  exchange  was made.  In the event of a
partial exchange,  the Invest-A-Check(R)  Service will be continued,  subject to
the above conditions, in the Seligman Fund from which the exchange was made.
    

                       Automatic Cash Withdrawal Service

   
    Automatic Cash Withdrawal  Service is available to Class A shareholders  and
to Class D  shareholders  with  respect  to Class D shares  held for one year or
more.  A  sufficient  number of full and  fractional  shares will be redeemed to
provide the amount required for a scheduled payment. Redemptions will be made at
the asset  value at the close of  business  on the 15th day of each month (or on
the prior  business  day if the 15th  falls on a weekend  or  holiday).  You may
change the amount of scheduled  payments or you may suspend  payments by written
notice to Seligman Data Corp.  at least ten days prior to the effective  date of
such a change or  suspension.  Your Service may be terminated by you or Seligman
Data Corp.  at any time by written  notice.  It will be  terminated  upon proper
notification of the death or legal incapacity of the  shareholder.  This Service
is considered terminated in the event a withdrawal of shares, other than to make
scheduled withdrawal payments,  reduces the value of shares remaining on deposit
to less than $5,000.  Continued  payments in excess of dividend  income invested
will  reduce  and  ultimately  exhaust  capital.  Withdrawals,  concurrent  with
purchases  of  shares  of  this  or  any  other  investment  company,   will  be
disadvantageous  to you because of the payment of  duplicative  sales loads,  if
applicable. For this reason, additional purchases of Fund shares are discouraged
when the Withdrawal Service is in effect.
    

                    Letter of Intent -- Class A Shares Only

    Seligman Financial Services,  Inc. will hold in escrow shares equal to 5% of
the minimum  purchase  amount  specified.  Dividends  and  distributions  on the
escrowed shares will be paid to you or credited to your Account. Upon completion
of the specified minimum purchase within the  thirteen-month  period, all shares
held in escrow will be  deposited  in your  Account or delivered to you. You may
include the total asset value of shares of the Seligman  Funds (on which a sales
load was paid) owned as of the date of a Letter of Intent toward the  completion
of the Letter.  If the total amount  invested within the  thirteen-month  period
does not equal or exceed the specified minimum  purchase,  you will be requested
to pay the  difference  between the amount of the sales load paid and the amount
of the sales load  applicable  to the total  purchase  made.  If, within 20 days
following the mailing of a written  request,  you have not paid this  additional
sales load to Seligman Financial  Services,  sufficient  escrowed shares will be
redeemed for payment of the additional  sales load.  Shares  remaining in escrow
after this  payment  will be released to your  Account.  The  intended  purchase
amount may be increased at any time during the thirteen-month period by filing a
revised  Agreement  for the same  period,  provided  that your Dealer  furnishes
evidence that an amount  representing  the reduction in sales load under the new
Agreement, which becomes applicable on purchases already made under the original
Agreement,  will be refunded to you and that the  required  additional  escrowed
shares are being furnished by you.

   
    Shares of Seligman Cash Management Fund, Inc. which have been acquired by an
exchange of shares of another  Mutual Fund on which there is a sales load may be
taken  into  account  in  completing  a  Letter  of  Intent,  or  for  Right  of
Accumulation. However, shares of the Fund which have been purchased directly may
not be used for  purposes  of  determining  reduced  sales  loads on  additional
purchases of the other Mutual Funds in the Seligman Group.
    

                Check Redemption Service -- Class A Shares Only

    If shares are held in joint names, all  shareholders  must sign Section 5 of
the Account Application.  All checks will require all signatures unless a lesser
number is  indicated  on the face of the  application.  Accounts in the names of
corporations, trusts, partnerships, etc. must list all authorized signatories.

   In all  cases,  each  signature  guarantees  the  genuineness  of  the  other
signatures. Checks may not be drawn for less than $500.

   
   I hereby  authorize  Mellon  Bank,  N.A.  to honor  checks  drawn by me on my
account of Class A shares and to effect a redemption of sufficient  shares in my
Fund  account to cover  payment of the check.  I  understand  that shares in one
Series cannot be redeemed to cover a check written on another Series.

    Mellon Bank, N.A. shall be liable only for its own negligence. The Fund will
not be liable for any loss,  expense or cost  arising out of check  redemptions.
Each Fund reserves the right to change,  modify or terminate this service at any
time upon notification mailed to the address of record of the shareholder(s).
    

    SELIGMAN  DATA  CORP.  WILL  CHARGE A $10.00  PROCESSING  FEE FOR ANY  CHECK
REDEMPTION  DRAFT  RETURNED  MARKED  "UNPAID." THIS CHARGE MAY BE DEBITED FROM A
SHAREHOLDER'S  ACCOUNT.  NO  REDEMPTION  OF SHARES  PURCHASED  BY CHECK  (UNLESS
CERTIFIED)  WILL BE PERMITTED  UNTIL THE FUND RECEIVES NOTICE THAT THE CHECK HAS
CLEARED  WHICH  MAY BE UP TO 15 DAYS  FROM  THE  CREDIT  OF  THOSE  SHARES  TO A
SHAREHOLDER'S ACCOUNT.

   
                                                                            2/95
    




                                       51
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                                       52
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                                       53
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                                       54
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                                       55

<PAGE>
   
                              ACCOUNT APPLICATION

<TABLE>
<S>                                                                             <C>


         Please check one:
/ / Seligman New Jersey Tax-Exempt Fund, Inc.                                   Please check one:
/ / Seligman Pennsylvania Tax-Exempt Fund Series                                      / / Class A Shares
/ / Seligman Tax-Exempt Fund Series, Inc.--(Name of Series)______________             / / Class D Shares 
/ / Seligman Tax-Exempt Series Trust--(Name of Series)___________________

     Mail to:     Seligman Data Corp., 100 Park Avenue, New York, NY 10017
                  (800) 221-2450 All Continental States
    
    -------------------------------------------------------------------------------------------------------------------------------
1.   ACCOUNT REGISTRATION
    -------------------------------------------------------------------------------------------------------------------------------
     TYPE OF     / / Individuals    / / Multiple Owners    / / Transfer to Minor    / / Other (Corporations, Trusts, Organizations,
                                                                                        Partnerships, etc.)
     ACCOUNT         Use Line 1         Use Lines 1, 2 & 3     Use Line 4               Use Line 5

     Multiple Owners will be registered as Joint Tenants with Right of Survivorship.

     The first name and Social  Security  or  Taxpayer ID Number on line 1 or 5 of this  Account  Registration  will be used for IRS
     reporting.

     NAME  (Minors cannot be legal owners)  PLEASE PRINT OR TYPE

     1.  __________________________________________________________________________________________________________________________
                    First                Middle                 Last                Social Security Number         Birthdate

     2.  __________________________________________________________________________________________________________________________
                    First                Middle                 Last                Social Security Number         Birthdate

     3.  __________________________________________________________________________________________________________________________
                    First                Middle                 Last                Social Security Number         Birthdate

     4.  ___________________________________, as custodian for ___________________________ under the _________________
                 Custodian (one only)                                Minor (one only)                       State

        Uniform Transfers to Minors Act ________________________________ until age ______________________  _____________________
                                         Minor's Social Security Number              (Not more than 21)      Minor's Birthdate

     5.  _______________________________________________________________________________________  _________________________________
         Name of Corporation or Other Entity.  If a Trust, also complete Trust Section below.            Taxpayer ID Number

     ADDRESS                                          TELEPHONE

     ________________________________________________  (_______)____________________   (_______)___________________
     Street Address or P.O. Box                         Daytime                         Evening

     ___________________________________________________________  U.S. CITIZEN?   / / Yes    / / No_ ______________________
     City                   State                     Zip                                           If no, indicate country

   
- -----------------------------------------------------------------------------------------------------------------------------------
                                      Enclosed is my check payable to (Please indicate below):
                    / / Seligman New Jersey Tax-Exempt Fund              / / Seligman Tax-Exempt Fund Series, Inc.--
                    / / Seligman Pennsylvania Tax-Exempt Fund Series         (Name of Series)____________
                                                                         / / Seligman Tax-Exempt Series Trust--
    INITIAL                                                                  (Name of Series)____________
   INVESTMENT                   / / Class A Shares for $_____________    / / Class D Shares for $______________
($1,000 MINIMUM)    ---------------------------------------------------------------------------------------------------------------
                    NO REDEMPTION  OF SHARES  PURCHASED BY CHECK (UNLESS  CERTIFIED)  WILL BE PERMITTED  UNTIL THE FUND HAS RECEIVED
                    NOTICE THAT THE CHECK HAS CLEARED, WHICH MAY BE UP TO 15 DAYS FROM THE CREDIT OF THOSE SHARES TO YOUR ACCOUNT.
    
    -------------------------------------------------------------------------------------------------------------------------------
2.   TRUST ACCOUNTS
    -------------------------------------------------------------------------------------------------------------------------------
     TYPE OF ACCOUNT:  / / Trust  / / Guardianship   / / Conservatorship   / / Estate   / / Other________________________
     Trustee/Fiduciary Name______________________________   Trustee Name_________________________________

     Trust Name_______________________________, for the benefit of (FBO)_________________________________

     Trust Date_______________________________
    -------------------------------------------------------------------------------------------------------------------------------
3.   SIGNATURE AND CERTIFICATION
    -------------------------------------------------------------------------------------------------------------------------------

   
     Under penalties of perjury I certify that the number shown on this form is my correct  Taxpayer  Identification  Number (Social
     Security Number) and that I am not subject to backup  withholding  either because I have not been notified that I am subject to
     backup  withholding as a result of a failure to report all interest or dividends,  or the Internal Revenue Service has notified
     me that I am no longer subject to backup  withholding.  I certify to my legal capacity to purchase or redeem shares of the Fund
     for my own Account,  or for the Account of the organization  named below. I have received a current Prospectus of the Funds and
     appoint Seligman Data Corp. as my agent to act in accordance with my instructions herein.
    

     A. __________________________________________________________________________________________________________________________
        Date                                         Signature of Investor

     B. __________________________________________________________________________________________________________________________
        Date                                   Signature of Co-Investor, if any

</TABLE>

                                       A
       

<PAGE>

<TABLE>
<S>     <C>
    -------------------------------------------------------------------------------------------------------------------------------
4.   BROKER/DEALER OR FINANCIAL ADVISOR DESIGNATION
    -------------------------------------------------------------------------------------------------------------------------------

     __________________________________________________________________________________________________________________________
     Firm Name

     _____________________________________________________________(_________)__________________________________________________
     Branch Address                                                Area Code             Telephone Number

     __________________________________________________________________________________________________________________________
     Representative Name                                                               Representative Number

    -------------------------------------------------------------------------------------------------------------------------------
5.   ACCOUNT OPTIONS AND SERVICES
    -------------------------------------------------------------------------------------------------------------------------------

  DIVIDENDS         I elect to receive: / / 1. Dividends in shares, gain distributions in shares.
  AND GAIN                              / / 2. Dividends in cash, gain distributions in shares.
DISTRIBUTIONS                           / / 3. Dividends in cash, gain distributions in cash.
   Please                               NOTE:  IF NO ELECTION IS MADE, OPTION NO. 1 AUTOMATICALLY WILL BE PUT INTO EFFECT.
 check one          All dividend and/or gain distributions taken in shares will be invested at net asset value.
- -----------------------------------------------------------------------------------------------------------------------------------
                    / / Please arrange with my bank to draw pre-authorized checks and invest $_____________ in my Account every:
   INVEST-A-                            / / Month        / / 3 Months
    CHECK(R)        I  understand  that my checks  will be invested on the fifth day of the month for the period designated.  I have
 ($50 MINIMUM)      completed the "Bank Authorization to Honor Pre-Authorized Checks" on the following page.
- -----------------------------------------------------------------------------------------------------------------------------------
   
                    / / Please send a check for $__________ beginning on the ____ day of ________________ 19____,  and thereafter on
                    the ________ day specified of every:
   AUTOMATIC                                 / / Month        / / 3rd Month        / / 6th Month        / / 12th Month
     CASH
  WITHDRAWAL        Make payments to:   Name______________________________________________________________________________________
  (Class A or
 Class D only                           Address___________________________________________________________________________________
 after Class D
shares are held                         City________________________________   State____________________________   Zip____________
 for one year)
    

                    Shares having a current  value at offering  price of $5,000 or more must be held in the Account at initiation of
                    Service, and all shares must be in "book credit" form.
- -----------------------------------------------------------------------------------------------------------------------------------
   
                    I intend to  purchase,  although I am not obligated to do so,  shares of the above  designated  Series  within a
   LETTER           13-month period which, together with the total asset value of shares owned, will aggregate at least:
  OF INTENT                   / / $50,000 / / $100,000 / / $250,000 / / $500,000 / /  $1,000,000 / / $4,000,000  
(Class A only)      I agree to the escrow provision listed under "Terms and Conditions"in the back of the Prospectus.
    
- -----------------------------------------------------------------------------------------------------------------------------------
                    Accounts  eligible for the Right of Accumulation or to be used toward  completion of a Letter of Intent.  

                    Please check applicable box:

                    / / I am a trustee for the  following  accounts, which are held by the same trust, estate, or under the terms of
    RIGHT               a  pension, profit sharing or other employee  benefit trust qualified under section 401 of the Internal
     OF                 Revenue Code.
 ACCUMULATION
(Class A only)      / / In  calculating my  holdings for  Right of  Accumulation or Letter of  Intent  purposes,  I am including the
                        following  additional accounts which are registered in my name, in my spouse's name, or in the name(s) of my
                        child(ren) under the age of 21.

                          Name____________________________  Fund______________________________  Account Number_____________________

                          Name____________________________  Fund______________________________  Account Number_____________________

                          Name____________________________  Fund______________________________  Account Number_____________________
- -----------------------------------------------------------------------------------------------------------------------------------

                    If you wish to have your  dividend  payments  made to  another  party or  Seligman  Fund,  please  complete  the
                    following. I hereby authorize and request that my dividend payments be made to:

DIVIDEND            Name___________________________________________   Seligman Fund_______________________________________________
DIRECTION
 OPTION             Address________________________________________

                    City___________________________________________   Account Number______________________________________________

                    State, Zip_____________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       B
       

<PAGE>

   
                           INVEST-A-CHECK(R) SERVICE

                            (Please indicate below)
<TABLE>
<S>     <C>    

/ / Seligman New Jersey Tax-Exempt Fund, Inc.      / / Seligman Tax-Exempt Fund Series, Inc.--(Name of Series)_______________
/ / Seligman Pennsylvania Tax-Exempt Fund Series   / / Seligman Tax-Exempt Series Trust--(Name of Series)____________________
                                                       Please check one:
                                  / / Class A shares                  / / Class D shares
</TABLE>

Mail To: Seligman Data Corp., 100 Park Avenue, New York, NY 10017

     To start your  Invest-A-Check(R)  Service, fill out Section A and the "Bank
Authorization  to Honor  Pre-Authorized  Checks"  below,  and forward it with an
unsigned bank check from your regular  checking  account (marked "void",  if you
wish).
    

- -------------------------------------------------------------------------------
A. INVEST-A-CHECK(R)

/ / Please  arrange with my bank to draw  pre-authorized  checks and invest ($50
    minimum) $____________ in my Account every:

                            / / Month / / ___ Months

I understand  that my checks will be dated on the fifth day of the month for the
period   designated.   I  have  completed  the  "Bank   Authorization  to  Honor
Pre-Authorized Checks" below and have read and agree to the terms and conditions
applicable to the  Invest-A-Check(R)  Service as set forth in the Prospectus and
the Account Application included in the Prospectus.

                                             __________________________________
                                                 Signature(s) of Investor(s)

                                             __________________________________
- -------------------------------------------------------------------------------
               BANK AUTHORIZATION TO HONOR PRE-AUTHORIZED CHECKS
- -------------------------------------------------------------------------------

To:____________________________________________________________________________
                                 (Name of Bank)

_______________________________________________________________________________
Address of Bank or Branch (Street, City, State and Zip)

   
Please honor  pre-authorized  checks drawn on my account by Seligman Data Corp.,
100 Park Avenue, New York, N.Y. 10017, to the order of the Series designated and
charge  them to my  regular  checking  account.  Your  authority  to do so shall
continue until you receive written notice from me revoking it. You may terminate
your  participation  in this  arrangement at any time by written notice to me. I
agree that your rights with  respect to each  pre-authorized  check shall be the
same as if it were a check  drawn and signed by me. I further  agree that should
any  such  check  be  dishonored,   with  or  without  cause,  intentionally  or
inadvertently, you shall be under no liability whatsoever.
    

_________________________     _________________________________________________
Checking Account Number       Name(s) of Depositor(s) -- Please Print
    
                              _________________________________________________
                              Signature(s) of Depositor(s) -- As Carried by Bank
       

                              _________________________________________________


===============================================================================
Address (Street)                    (City)                       (State, Zip)

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


- -------------------------------------------------------------------------------
To the Bank Designated above:

     Your  depositor(s)  named in the above form has  instructed us to establish
the  Invest-A-Check(R)  Service  for his  convenience.  Under  the  terms of the
Service,  your  depositor(s) has  pre-authorized  checks to be drawn against his
account in a specific amount at regular intervals to the order of the designated
Series.  Checks  presented to you will be magnetic-ink  coded and will otherwise
conform to specifications of the American Bankers Association.

     A  letter  of  indemnification  addressed  to you and  signed  by  Seligman
Financial Services, Inc., general distributor of the Series, appears below.

     If there is anything we can do to help you in giving your depositor(s) this
additional Service which he has requested, please let us know.
                                   
   
                                                             SELIGMAN DATA CORP.
    

                           INDEMNIFICATION AGREEMENT

To the Bank designated above:

   
SELIGMAN  FINANCIAL  SERVICES,  INC.,  distributor  of the shares of the Series,
hereby agrees:

     (1) To indemnify and hold you harmless against any loss,  damage,  claim or
suit,  and any costs or expenses  reasonably  incurred in connection  therewith,
either (a)  arising as a  consequence  of your  actions in  connection  with the
execution and issuance of any check or draft, whether or not genuine, purporting
to be executed by Seligman Data Corp.  and received by you in the regular course
of business for the purpose of payment,  or (b)  resulting  from the dishonor of
any  such  check  or  draft,   with  or  without  cause  and   intentionally  or
inadvertently, even though such dishonor results in suspension or termination of
the Invest-A-Check(R) Service pursuant to which such checks or drafts are drawn.
    

     (2) To refund to you any amount  erroneously  paid by you on any such check
or draft, provided claim for any such payment is made within 12 months after the
date of payment.

                       SELIGMAN FINANCIAL SERVICES, INC.

   
                                                         /s/ Stephen J. Hodgdon
                                                         President
- -------------------------------------------------------------------------------

                                                                            2/95
    

                                       C
<PAGE>

   
   ----------------------------------------------------------------------------
5. ACCOUNT OPTIONS AND SEVICES (continued)
   ----------------------------------------------------------------------------
                           TELEPHONE SERVICE ELECTION
    By  completing  this  section,  I understand  that I may place the following
requests by telephone:
    o Redemptions up to $50,000      o Exchanges
    o Address Changes                o Dividend and/or Capital Gain 
                                       Distribution Option Changes

                                 AUTHORIZATION
    I understand  that the  telephone  services are optional and that by signing
this Form I authorize the Funds,  all other Seligman Funds with the same account
number and  registration  which I currently own or which I invest in the future,
and Seligman Data Corp. ("SDC"), to act upon instructions  received by telephone
from  me or any  other  person  in  accordance  with  the  provisions  regarding
telephone  services as set forth in the current prospectus of each such Fund, as
amended from time to time.  I  understand  that  redemptions  of  uncertificated
shares of up to $50,000 will be sent only to my account  address of record,  and
only if such address has not changed within the 30 days preceding such request.

    Any telephone  instructions given in respect of this account and any account
into which  exchanges are made are hereby  ratified and I agree that neither the
Fund(s)  nor SDC will be liable for any loss,  cost or expense  for acting  upon
such telephone instructions  reasonably believed to be genuine and in accordance
with the procedures  described in the prospectus,  as amended from time to time.
Such procedures include recording of telephone instructions, requesting personal
and/or  account  information to verify a caller's  identity and sending  written
confirmations of  transactions.  As a result of this policy, I may bear the risk
of any loss due to unauthorized or fraudulent telephone instructions;  provided,
however, that if the Fund(s) or SDC fail to employ such procedures,  the Fund(s)
and/or SDC may be liable.  Please  sign your  name(s) as it appears on the first
page of this Account Application.

X___________________________________       X___________________________________
                          Date                                         Date
- -------------------------------------------------------------------------------

                                                                            2/95

- -------------------------------------------------------------------------------
CHECK REDEMPTION SERVICE -- Class A only

     Available to  shareholders  who own or purchase shares having a value of at
     least $25,000.00 on deposit with Seligman Data Corp.

     If you  wish to use  this  service,  you must  complete  Section  3 and the
     Signature Card below. Shareholders electing this service are subject to the
     conditions of the Terms and Conditions in the back of the Prospectus.

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

  CHECK WRITING SIGNATURE CARD
                                          Authorized Signatures
  _____________________________________   1.___________________________________
  Name of Fund
  _____________________________________   2.___________________________________
  Account Number (If known)
  _____________________________________   3.___________________________________
  Account Registration (Please Print)
  _____________________________________   4.___________________________________

  / / Check here if only one signature is required on checks.
  / / Check  here if a  combination of  signatures is  required and  specify the
      number: ________.

ACCOUNTS IN THE NAMES OF CORPORATIONS, TRUSTS, PARTNERSHIPS, ETC., MUST INDICATE
THE LEGAL  TITLES OF ALL  AUTHORIZED  SIGNATORIES.  SHAREHOLDERS  ELECTING  THIS
SERVICE ARE SUBJECT TO THE TERMS AND CONDITIONS LISTED IN THE PROSPECTUS.

                                       D
    

<PAGE>



   
                    [THIS SECTION LEFT BLANK INTENTIONALLY]



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


                                   Managed by

                                      LOGO

                             J. & W. SELIGMAN & CO.
                                  INCORPORATED
                        Investment Managers and Advisors
                                ESTABLISHED 1864

    

                                       E



<PAGE>
- ------------------------------------------------------------------------------

   
Seligman New Jersey
Tax-Exempt Fund, Inc.

Seligman Pennsylvania
Tax-Exempt Fund Series

Seligman Tax-Exempt
Fund Series, Inc.

Seligman Tax-Exempt
Series Trust

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

100 Park Avenue
New York, New York 10017

                           TABLE OF CONTENTS
                                                                           Page
                                                                           ----
Summary Of Fund Expenses.................................................     3
Financial Highlights ....................................................     8
Alternative Distribution System..........................................    16
Investment Objective And Policies........................................    17
Management Services......................................................    25
Purchase Of Shares ......................................................    26
Telephone Transactions...................................................    30
Redemption Of Shares.....................................................    31
Administration, Shareholder Services
  And Distribution Plan..................................................    33
Exchange Privilege.......................................................    34
Further Information About
  Transactions In The Funds..............................................    36
Dividends And Distributions .............................................    36
Taxes....................................................................    37
Shareholder Information .................................................    46
Advertising A Fund's Performance ........................................    47
Organization And Capitalization .........................................    48

This  prospectus  does not  constitute  an  offering  in any state in which such
offering may not lawfully be made.

This  prospectus  is  intended to  constitute  an offer by each Fund only of the
securities  of which it is the issuer and is not intended to constitute an offer
by any Fund of the  securities  of any  other  Fund  whose  securities  are also
offered by this prospectus. No Fund intends to make any representation as to the
accuracy or completeness  of the disclosure in this  prospectus  relating to any
other Fund.


TEA1 2/95

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

Seligman New Jersey
Tax-Exempt Fund, Inc.

Seligman Pennsylvania
Tax-Exempt Fund Series

Seligman Tax-Exempt
Fund Series, Inc.

Seligman Tax-Exempt
Series Trust

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

[Photo]

Prospectus
February 1, 1995

LOGO
    
- -------------------------------------------------------------------------------
<PAGE>

   
                      STATEMENT OF ADDITIONAL INFORMATION
                                February 1, 1995
                     SELIGMAN TAX-EXEMPT FUND SERIES, INC.
                                100 Park Avenue
                               New York, NY 10017
                     New York City Telephone (212) 850-1864
                              Toll Free Telephone:
                    (800) 221-2450 - all continental states


         This Statement of Additional  Information  expands upon and supplements
the information  contained in the current Prospectus of Seligman Tax-Exempt Fund
Series,  Inc.  (the  "Fund"),  dated  February  1,  1995.  It  should be read in
conjunction with the Prospectus, which may be obtained by writing or calling the
Fund at the above  address or telephone  numbers.  This  Statement of Additional
Information,  although not in itself a Prospectus,  is incorporated by reference
into the Prospectus in its entirety.
    

         Each of the Fund's thirteen series offers two classes of shares.  Class
A shares may be  purchased  at net asset value plus a sales load of up to 4.75%.
Class D  shares  may be  purchased  at net  asset  value  and are  subject  to a
contingent deferred sales load ("CDSL") of 1% if redeemed within one year.

         Each share of Class A and Class D of a Series  represents  an identical
legal interest in the  investment  portfolio of a series of the Fund and has the
same rights  except for certain  class  expenses  and except that Class D shares
bear a higher  distribution  fee that generally will cause the Class D shares to
have a higher expense ratio and pay lower  dividends  than Class A shares.  Each
Class has  exclusive  voting  rights  with  respect  to its  distribution  plan.
Although holders of Class A and Class D shares have identical legal rights,  the
different expenses borne by each Class will result in different  dividends.  The
two classes also have different exchange privileges.


                               TABLE OF CONTENTS

                                                                            Page

Investment Objectives, Policies And Risks .................................    2
Investment Limitations ....................................................    3
Directors And Officers ....................................................    4
Management And Expenses ...................................................    8
Administration, Shareholder Services
 And Distribution Plan ....................................................   10
Portfolio Transactions ....................................................   10
Purchase And Redemption of Fund Shares ....................................   11
Distribution Services .....................................................   13
More About Taxes ..........................................................   15
Valuation .................................................................   15
Performance Information ...................................................   15
General Information .......................................................   21
Financial Statements ......................................................   21
Appendix A ................................................................   21
Appendix B ................................................................   24
Appendix C ................................................................   50

TEA1A



                                       1
<PAGE>



                   INVESTMENT OBJECTIVES, POLICIES AND RISKS

   The Fund is a non-diversified,  open-end  management  investment  company, or
mutual fund,  incorporated  in Maryland on August 8, 1983.  The Fund consists of
thirteen  separate  Series:  the  National  Series  ("National  Series") and the
Colorado  Tax-Exempt  Series,  the  Georgia  Tax-Exempt  Series,  the  Louisiana
Tax-Exempt Series, the Maryland Tax-Exempt Series, the Massachusetts  Tax-Exempt
Series, the Michigan  Tax-Exempt  Series,  the Minnesota  Tax-Exempt Series, the
Missouri  Tax-Exempt Series, the New York Tax-Exempt Series, the Ohio Tax-Exempt
Series,  the Oregon Tax-Exempt  Series and the South Carolina  Tax-Exempt Series
(collectively, the "State Series").

   As stated in the  Prospectus,  the National  Series seeks to maximize  income
exempt from federal income taxes to the extent  consistent with  preservation of
capital and with  consideration  given to  opportunities  for capital gain. Each
State Series seeks to maximize  income exempt from federal income taxes and from
the  personal  income  taxes  of  such  state  to  the  extent  consistent  with
preservation  of  capital  and with  consideration  given to  opportunities  for
capital gain.

   Each Series of the Fund is expected to invest principally, without percentage
limitations, in tax-exempt securities which on the date of investment are within
the four highest ratings of Moody's  Investor Service  ("Moody's")  (Aaa, Aa, A,
Baa for bonds;  MIG 1, MIG 2, MIG 3, MIG 4 for notes;  P-1 - P-2 for  commercial
paper) or Standard & Poor's Corporation ("S&P") (AAA, AA, A, BBB for bonds; SP-1
- - SP-2, for notes; A-1+, A-1/A-2 for commercial  paper).  Tax-Exempt  Securities
rated in these  categories are commonly  referred to as investment  grade.  Each
Series of the Fund may invest in tax-exempt  securities  which are not rated, or
which do not fall into the credit  ratings  noted  above if,  based upon  credit
analysis by the Manager,  it is believed that such  securities are of comparable
quality.  In  determining  suitability of investment in a lower rated or unrated
security,  the  Manager  will take  into  consideration  asset and debt  service
coverage,  the purpose of the  financing,  history of the issuer,  existence  of
other  rated  securities  of  the  issuer  and  other  considerations  as may be
relevant, including comparability to other issuers.

   Although securities rated in the fourth rating category are commonly referred
to as investment  grade,  investment in such securities  could involve risks not
usually  associated with bonds rated in the first three categories.  Bonds rated
BBB by S&P are more  likely  as a  result  of  adverse  economic  conditions  or
changing  circumstance to exhibit a weakened capacity to pay interest and re-pay
principal than bonds in higher rating  categories and bonds rated Baa by Moody's
lack  outstanding  investment  characteristics  and  in  fact  have  speculative
characteristics according to Moody's. Tax-exempt securities in the fourth rating
category of S&P or Moody's will generally  provide a higher yield than do higher
rated tax-exempt securities of similar maturities;  however, they are subject to
a greater degree of fluctuation in value as a result of changing  interest rates
and economic conditions. The market value of the tax-exempt securities will also
be affected by the degree of interest of dealers to bid for them, and in certain
markets dealers may be more unwilling to trade  tax-exempt  securities  rated in
the fourth rating categories than in the higher rating categories.

   A  description  of the credit  ratings  in which each  Series of the Fund may
invest is contained in Appendix A to this Statement.

   From time to time,  proposals have been  introduced  before  Congress for the
purpose of  restricting  or  eliminating  the federal  income tax  exemption for
interest on tax-exempt  securities and for providing state and local governments
with federal credit assistance. Reevaluation of the Fund's investment objectives
and structure  might be necessary in the future due to market  conditions  which
may result from future changes in the tax laws.

Tax-Exempt Securities

   As stated in the Prospectus,  tax-exempt  securities  include notes and bonds
issued by or on behalf of states,  territories,  and  possessions  of the United
States and the District of Columbia, and their political subdivisions, agencies,
and instrumentalities, the interest on which is exempt from federal income taxes
and  in  certain  instances,  applicable  state  or  local  income  taxes.  Such
securities are traded  primarily in the  over-the-counter  market.  A Series may
invest no more than 20% of its net assets in certain private activity bonds, the
interest  on  which  is  treated  as a  preference  item  for  purposes  of  the
alternative minimum tax. See "Tax-Exempt Securities" in the Prospectus.

   Under the Investment Company Act of 1940, the identification of the issuer of
tax-exempt bonds or notes depends on the terms and conditions of the obligation.
If the assets and  revenues of an agency,  authority,  instrumentality  or other
political  subdivision  are separate from those of the  government  creating the
subdivision and the obligation is backed only by the assets and revenues of  the


                                       2
<PAGE>

subdivision,  such subdivision is regarded as the sole issuer. Similarly, in the
case of an  industrial  development  revenue bond or pollution  control  revenue
bond,   if  the  bond  is  backed  only  by  the  assets  and  revenues  of  the
nongovernmental  user, the nongovernmental  user is regarded as the sole issuer.
If in either  case the  creating  government  or another  entity  guarantees  an
obligation,  the security is treated as an issue of such guarantor to the extent
of the value of the guarantee.

Floating Rate and Variable Rate Securities

   As  stated  in the  Prospectus,  each  Series  may  invest  in  participation
interests  purchased from banks in variable rate tax-exempt  securities (such as
industrial development bonds) owned by banks. A participation interest gives the
purchaser an undivided  interest in the  tax-exempt  security in the  proportion
that the Series  participation  interest bears to the total principal  amount of
the tax-exempt  security and provides the demand repurchase feature described in
the Prospectus. Participations are frequently backed by an irrevocable letter of
credit  or  guarantee  of a bank  that the  Manager  has  determined  meets  the
prescribed  quality standards for the Series. A Series has the right to sell the
instrument back to the bank and draw on the letter of credit on demand, on seven
days' notice, for all or any part of the Series'  participation  interest in the
tax-exempt security,  plus accrued interest. Each Series intends to exercise the
demand under the letter of credit only (1) upon a default under the terms of the
documents  of the  tax-exempt  security,  (2) as needed to provide  liquidity in
order  to  meet  redemptions,  or (3) to  maintain  a  high  quality  investment
portfolio.  Banks will  retain a service  and letter of credit fee and a fee for
issuing repurchase  commitments in an amount equal to the excess of the interest
paid on the  tax-exempt  securities  over the  negotiated  yield  at  which  the
instruments are purchased by a Series.

When-Issued Securities

   As stated in the Prospectus,  each Series may purchase tax-exempt  securities
on a "when-issued" basis.

   Tax-exempt  securities  purchased on a when-issued  basis and the  securities
held in each  Series  are  subject to  changes  in market  value  based upon the
public's perception of the  creditworthiness of the issuer and changes,  real or
anticipated,  in the level of interest  rates  (which will  generally  result in
similar changes in value,  i.e., both  experiencing  appreciation  when interest
rates decline and  depreciation  when interest  rates rise).  Therefore,  to the
extent a Series  remains  substantially  fully invested at the same time that it
has  purchased  securities  on a  when-issued  basis,  there  will be a  greater
possibility  that the market value of a Series'  assets will vary.  Purchasing a
tax-exempt  security on a  when-issued  basis can involve a risk that the yields
available in the market when the  delivery  takes place may be higher than those
obtained on the security so purchased.

Portfolio Turnover

   
   The Fund's  investment  policies may lead to frequent changes in investments,
particularly  in periods  of rapidly  fluctuating  interest  rates.  A change in
securities held by a Series is known as "portfolio turnover" and may involve the
payment by the Series of dealer spreads or underwriting  commissions,  and other
transaction costs, on the sale of securities,  as well as on the reinvestment of
the  proceeds  in  other  securities.  A  Series'  portfolio  turnover  rate  is
calculated by dividing the lesser of purchases or sales of portfolio  securities
for the  fiscal  year by the  monthly  average  of the  value  of the  portfolio
securities  owned during the year.  Securities whose maturity or expiration date
at the  time of  acquisition  were  one  year  or less  are  excluded  from  the
calculation.  The portfolio  turnover rates for each Series for the fiscal years
ended September 30, 1994 and 1993 were: National - 24.86% and 72.68%; Colorado -
10.07% and 14.09%;  Georgia - 19.34% and  12.45%;  Louisiana - 17.16% and 9.21%;
Maryland - 17.68% and  14.10%;  Massachusetts  - 12.44% and  20.66%;  Michigan -
10.06% and 6.33%; Minnesota - 3.30% and 5.73%; Missouri - 14.33% and 17.03%; New
York - 28.19% and 27.90%; Ohio - 9.37% and 30.68%;  Oregon - 9.43% and 8.08% and
South Carolina - 1.81% and 17.69%.  The fluctuation of portfolio turnover ratios
of certain  Series  during 1994 and 1993 result  from  conditions  in a specific
state and the market in general.
    

                             INVESTMENT LIMITATIONS

   Under each Series'  fundamental  policies,  which cannot be changed except by
vote of a majority of the  outstanding  voting  securities  of the  Series,  the
Series may not:

 1.  Borrow  money,  except from banks for temporary  purposes  (such as meeting
     redemption  requests or for  extraordinary  or  emergency  purposes)  in an
     amount not to exceed  10% of the value of its total  assets at the time the
     borrowing is made (not  including the amount  borrowed).  A Series will not
     purchase  additional  portfolio  securities if such Series has  outstanding
     borrowings in excess of 5% of the value of its total assets;


                                       3
<PAGE>

 2.  Mortgage or pledge any of its assets, except to secure permitted borrowings
     noted above;

 3.  Invest more than 25% of total assets at market  value in any one  industry;
     except that  tax-exempt  securities and securities of the U.S.  Government,
     its  agencies  and  instrumentalities  are not  considered  an industry for
     purposes of this limitation;

 4.  As to 50% of the  value of its total  assets,  purchase  securities  of any
     issuer if  immediately  thereafter  more than 5% of total  assets at market
     value would be invested in the  securities of any issuer  (except that this
     limitation  does not apply to obligations  issued or guaranteed by the U.S.
     Government or its agencies or instrumentalities);

 5.  Invest  in  securities  issued  by other  investment  companies,  except in
     connection with a merger, consolidation, acquisition or reorganization;

 6.  Purchase or hold any real estate,  including limited partnership  interests
     on real property,  except that the Fund may invest in securities secured by
     real  estate or  interests  therein or issued by persons  (other  than real
     estate investment trusts) which deal in real estate or interests therein;

 7.  Purchase  or  hold  the  securities  of any  issuer,  if to its  knowledge,
     directors or officers of the Fund  individually  owning  beneficially  more
     than 0.5% of the  securities of that issuer own in the aggregate  more than
     5% of such securities;

 8.  Write  or  purchase  put,  call,  straddle  or  spread  options;   purchase
     securities on margin or sell "short"; or underwrite the securities of other
     issuers;

 9.  Purchase or sell commodities or commodity contracts; or

10.  Make loans except to the extent that the purchase of notes,  bonds or other
     evidences  of  indebtedness  or the entry  into  repurchase  agreements  or
     deposits  with  banks  may be  considered  loans.  The Fund has no  present
     intention of entering into repurchase agreements.

  As a matter of policy,  with  respect to 75% of a Series'  assets,  no revenue
bond will be purchased by a Series if as a result of such  purchase more than 5%
of such  Series'  assets  would be  invested  in the  revenue  bonds of a single
issuer.  This  policy is not  fundamental  and may be changed  by the  Directors
without  shareholder  approval.  Although not a  fundamental  policy  subject to
shareholder  vote,  as long as the  Series'  shares  are  registered  in certain
states,  the Fund may not invest in oil, gas, or mineral leases or other mineral
exploration or development programs.

  Under  the  Investment  Company  Act of  1940,  a "vote of a  majority  of the
outstanding  voting  securities" of the Fund or of a particular Series means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund or of such  Series  or (2) 67% or more of the  shares of the Fund or of
such  Series  present  at a  shareholders'  meeting  if  more  than  50%  of the
outstanding  shares of the Fund or of such Series are represented at the meeting
in person or by proxy.

                             DIRECTORS AND OFFICERS

  Directors  and officers of the Fund,  together  with  information  as to their
principal business  occupations during the past five years are shown below. Each
Director who is an  "interested  person" of the fund,  as defined in the Act, is
indicated by an asterisk.  Unless otherwise  indicated,  their addresses are 100
Park Avenue, New York, NY 10017.

   
WILLIAM C. MORRIS*            Director,  Chairman of the Board,  Chief Executive
       (56)                   Officer and Chairman of the Executive Committee

                              Managing Director, Chairman and President, J. & W.
                              Seligman & Co.  Incorporated,  investment managers
                              and  advisors;   and  Seligman   Advisors,   Inc.,
                              advisors;  Chairman and Chief  Executive  Officer,
                              the  Seligman   Group  of  Investment   Companies;
                              Chairman,   Seligman  Financial  Services,   Inc.,
                              distributor;   Seligman  Holdings,  Inc.,  holding
                              company;  Seligman Services, Inc.,  broker/dealer;
                              J. & W. Seligman Trust Company, trust company; and
                              Carbo Ceramics Inc., ceramic proppants for oil and
                              gas industry;  Director or Trustee,  Seligman Data
                              Corp. (formerly,  Union Data Service Center Inc.),
                              shareholder   service  agent;  Daniel  Industries,
                              Inc.,   manufacturer   of  oil  and  gas  metering


                                       4
<PAGE>


                              equipment;  Kerr-McGee  Corporation,   diversified
                              energy company;  and Sarah Lawrence College; and a
                              Member of the Board of Governors of the Investment
                              Company Institute;  formerly,  Chairman,  Seligman
                              Securities, Inc., broker/dealer.

RONALD T. SCHROEDER*          Director,  President  and Member of the  Executive
       (47)                   Committee
         
                              Director,  Managing  Director and Chief Investment
                              Officer,  J.  & W.  Seligman  & Co.  Incorporated,
                              investment   managers   and   advisors;   Managing
                              Director and Chief  Investment  Officer,  Seligman
                              Advisors, Inc., advisors;  Director or Trustee and
                              President    and   Chief    Investment    Officer,
                              Tri-Continental Corporation, closed-end investment
                              company and the open-end  investment  companies in
                              the Seligman Family of Mutual Funds;  Director and
                              President,   Seligman   Holdings,   Inc.,  holding
                              company;  Director,  Seligman Financial  Services,
                              Inc., distributor;  Director, Seligman Data Corp.,
                              shareholder   service  agent;   Seligman   Quality
                              Municipal Fund, Inc. and Seligman Select Municipal
                              Fund,  Inc.,   closed-end   investment  companies;
                              Seligman  Henderson  Co.,  advisors;  and Seligman
                              Services, Inc., broker/dealer; formerly, Director,
                              J. & W. Seligman Trust Company, trust company; and
                              Seligman Securities, Inc., broker/dealer.

FRED E. BROWN*                Director
       (81)
                              Director  and  Advisor,  J.  & W.  Seligman  & Co.
                              Incorporated,  investment  managers and  advisors;
                              Director or Trustee,  Tri-Continental Corporation,
                              closed-end   investment   company;   the  open-end
                              investment  companies  in the  Seligman  Family of
                              Mutual   Funds;   Director,   Seligman   Financial
                              Services,  Inc.,  distributor;   Seligman  Quality
                              Municipal Fund, Inc. and Seligman Select Municipal
                              Fund,  Inc.,   closed-end   investment  companies;
                              Seligman Services, Inc.,  broker/dealer;  Trustee,
                              Trudeau Institute,  non-profit biological research
                              organization;  Lake  Placid  Center  for the Arts,
                              cultural  organization;  and Lake Placid Education
                              Foundation,    education   foundation;   formerly,
                              Director,  J. & W. Seligman Trust  Company,  trust
                              company;    and   Seligman    Securities,    Inc.,
                              broker/dealer.

ALICE S. ILCHMAN              Director
       (59)
                              President,  Sarah  Lawrence  College;  Director or
                              Trustee,   the   Seligman   Group  of   Investment
                              Companies;    NYNEX,    telephone   company;   The
                              Rockefeller Foundation, charitable foundation; and
                              the Committee for Economic Development; The Markle
                              Foundation,       philanthropic      organization;
                              International   Research   and   Exchange   Board,
                              intellectual  exchanges.
                              Sarah Lawrence College, Bronxville, New York 10708

JOHN E. MEROW*                Director
       (65)
                              Chairman and Senior Partner,  Sullivan & Cromwell,
                              law firm; Director or Trustee,  the Seligman Group
                              of  Investment   Companies;   457  Madison  Avenue
                              Corporation,   real  estate;   The  Municipal  Art
                              Society of New York; the United States Council for
                              International  Business and the United  States-New
                              Zealand Council;  Elizabeth Blackwell  Foundation;
                              New York Downtown  Hospital;  NYH Downtown,  Inc.;
                              and The  Society  of the New York  Hospital  Fund,
                              Inc.;  Chairman and Director,  American Australian
                              Association;     Chairman,     The    New     York
                              Hospital-Cornell  Medical Center  Advisory  Board;
                              and  Member  of  the  Board  of  Governors  of the
                              Foreign Policy Association; Member of the Board of
                              Governors,  New York Hospital;  Member, Council on
                              Foreign Relations. 
                              125 Broad Street, New York, NY 10004


                                       5
<PAGE>

BETSY S. MICHEL               Director
       (52)
                              Attorney;  Director or Trustee, the Seligman Group
                              of Investment  Companies;  National Association of
                              Independent Schools (Boston),  education; Chairman
                              of the Board of  Trustees of St.  George's  School
                              (Newport,  RI).
                              St. Bernard's Road, Gladstone, NJ 07934

DOUGLAS R. NICHOLS, JR.       Director
       (74)
                              Management  Consultant;  Director or Trustee,  the
                              Seligman Group of Investment Companies;  formerly,
                              Trustee,  Drew  University.
                              790 Andrews Avenue, Delray Beach, FL 33483

JAMES C. PITNEY               Director
       (68)
                              Partner,  Pitney,  Hardin, Kipp & Szuch, law firm;
                              Director  or  Trustee,   the  Seligman   Group  of
                              Investment  Companies;  Public Service  Enterprise
                              Group,  public  utility;  formerly  Director,  The
                              Howard Savings Bank,  savings bank.
                              Park  Avenue  at  Morris  County,  P.O.  Box 1945,
                              Morristown, NJ 07962-1945

JAMES Q. RIORDAN              Director
       (67)
                              Director,   Various   Corporations;   Director  or
                              Trustee,   the   Seligman   Group  of   Investment
                              Companies; The Brooklyn Museum; The Brooklyn Union
                              Gas   Company;    The   Committee   for   Economic
                              Development;   Dow  Jones  &  Co.   Inc.;   Public
                              Broadcasting   Service;  and  Co-Chairman  of  the
                              Policy Committee of the Tax Foundation;  formerly,
                              Vice Chairman of Mobil  Corporation;  and Director
                              and  President,  Bekaert  Corporation.
                              675 Third Avenue, Suite 3004, New York, NY 10017

HERMAN J. SCHMIDT             Director
       (78)
                              Director,   Various   Corporations;   Director  or
                              Trustee,   the   Seligman   Group  of   Investment
                              Companies;  H. J. Heinz Company;  HON  Industries,
                              Inc.;  and  MAPCO,  Inc;  formerly,   Director  of
                              MetLife Series Fund, Inc. and MetLife  Portfolios,
                              Inc.; Macmillan, Inc. and Ryder System, Inc.
                              15 Oakley Lane, Greenwich, CT 06830

ROBERT L. SHAFER              Director
       (62)
                              Vice  President,   Pfizer  Inc.,  pharmaceuticals;
                              Director  or  Trustee,   the  Seligman   Group  of
                              Investment Companies; and USLIFE Corporation, life
                              insurance.
                              235 East 42nd Street, New York, NY 10017

JAMES N. WHITSON              Director
       (60)
                              Executive Vice President,  Chief Operating Officer
                              and Director, Sammons Enterprises,  Inc., Director
                              or  Trustee,  the  Seligman  Group  of  Investment
                              Companies,    Director   of,   C-SPAN;   formerly,
                              President, Sammons Communications, Inc.
                              300 Crescent Court, Suite 700, Dallas, TX 75202

BRIAN T. ZINO*                Director
       (42)

                              Managing Director (formerly,  Chief Administrative
                              and  Financial  Officer),  J. & W.  Seligman & Co.
                              Incorporated,  investment  managers and  advisors;
                              Director  or  Trustee,   the  Seligman   Group  of
                              Investment  Companies;   Chairman,  Seligman  Data
                              Corp.,   shareholder   service  agent;   Director,
                              Seligman Financial  Services,  Inc.,  distributor;


                                       6
<PAGE>

                              Seligman Services, Inc.,  broker/dealer;  and J. &
                              W. Seligman Trust Company,  trust company;  Senior
                              Vice President,  Seligman  Henderson Co., advisor;
                              formerly,  Director,  Seligman  Securities,  Inc.,
                              broker/dealer;   Director  and   Secretary,   Chuo
                              Trust-JWS Advisors, Inc., advisor.

THOMAS G. MOLES               Vice President
       (52)
                              Director,   Managing  Director,   (formerly,  Vice
                              President and Portfolio Manager), J. & W. Seligman
                              &  Co.   Incorporated,   investment  managers  and
                              advisors;  Vice  President and Portfolio  Manager,
                              three other open-end  investment  companies in the
                              Seligman  Family of Mutual  Funds;  President  and
                              Portfolio  Manager,   Seligman  Quality  Municipal
                              Fund,  Inc. and Seligman  Select  Municipal  Fund,
                              Inc., closed-end  investment companies;  Director,
                              Seligman Financial  Services,  Inc.,  distributor;
                              Seligman Services, Inc.,  broker/dealer;  and J. &
                              W.  Seligman   Trust   Company,   trust   company;
                              formerly,  Director,  Seligman  Securities,  Inc.,
                              broker/dealer.

LAWRENCE P. VOGEL             Vice President
       (38)
                              Senior Vice President, Finance, J. & W. Seligman &
                              Co.   Incorporated,    investment   managers   and
                              advisors;   Seligman  Financial  Services,   Inc.,
                              distributor;    and   Seligman   Advisors,   Inc.,
                              advisors; Vice President (formerly Treasurer), the
                              Seligman  Group of  Investment  Companies;  Senior
                              Vice  President,  Finance  (formerly,  Treasurer),
                              Seligman Data Corp.,  shareholder  service  agent;
                              Treasurer,   Seligman   Holdings,   Inc.,  holding
                              company;  and Seligman  Henderson  Co.,  advisors;
                              formerly,   Senior   Vice   President,    Seligman
                              Securities,  Inc., broker/dealer;  Vice President,
                              Finance,  J.  & W.  Seligman  Trust  Company;  and
                              Senior   Audit    Manager,    Price    Waterhouse,
                              independent accountants.

FRANK J. NASTA                Secretary
       (30)
                              Secretary,   the  Seligman   Group  of  Investment
                              Companies;  J. & W.  Seligman & Co.  Incorporated,
                              investment   managers   and   advisors;   Seligman
                              Financial Services,  Inc.,  distributor;  Seligman
                              Henderson   Co.,   advisors;   Chuo  Trust  -  JWS
                              Advisors, Inc., advisors; and Seligman Data Corp.,
                              shareholder  service  agent;   Seligman  Services,
                              Inc.,  broker/dealer;   Vice  President,  Law  and
                              Regulation,  J. & W. Seligman & Co.  Incorporated,
                              investment   managers  and   advisers;   formerly,
                              attorney, Seward & Kissel.

THOMAS G. ROSE                Treasurer
       (37)
                              Treasurer,   the  Seligman   Group  of  Investment
                              Companies;  and Seligman  Data Corp.,  shareholder
                              service  agent;  formerly,   Treasurer,   American
                              Investors   Advisors,   Inc.   and  the   American
                              Investors Family of Funds.
    

    The  Executive  Committee of the Boards act on behalf of the Boards  between
meetings to determine the value of securities  and assets owned by the Funds for
which no market  valuation is available and to elect or appoint  officers of the
Funds to serve until the next meeting of the Board.

   
                               Compensation Table
<TABLE>
<CAPTION>

                                                                            Pension or                Total Compensation
                                               Aggregate                Retirement Benefits           from Registrant and
                                             Compensation               Accrued as part of             Fund Complex Paid
    Position with Registrant              from Registrant (1)              Fund Expenses               to Directors (2)
    ------------------------              -------------------              -------------               ----------------
   <S>                                          <C>                           <C>                          <C>

   William C. Morris, Director                    N/A                         N/A                              N/A
   Ronald T. Schroeder, Director                  N/A                         N/A                              N/A
</TABLE>
    


                                       7
<PAGE>
 
<TABLE>
   <S>                                          <C>                           <C>                          <C>
   
   Fred E. Brown, Director                        N/A                         N/A                              N/A
   Alice S. Ilchman, Director                   $6279.36                      N/A                          $67,000.00
   John E. Merow, Director                      $6243.64(d)                   N/A                          $66,000.00(d)
   Betsy S. Michel, Director                    $6243.64                      N/A                          $66,000.00
   Douglas R. Nichols, Jr., Director            $6243.64                      N/A                          $66,000.00
   James C. Pitney, Director                    $6279.36                      N/A                          $67,000.00
   James Q. Riordan, Director                   $6243.64                      N/A                          $66,000.00
   Herman J. Schmidt, Director                  $6243.64                      N/A                          $66,000.00
   Robert L. Shafer, Director                   $6243.64                      N/A                          $66,000.00
   James N. Whitson, Director                   $6243.64(d)                   N/A                          $66,000.00(d)
   Brian T. Zino, Director                        N/A                         N/A                              N/A
</TABLE>

(1)  For the year ended December 31, 1994

(2)  As defined in the  Fund's  Prospectus,  the  Seligman  Group of  Investment
     Companies consists of seventeen investment companies.

(d)  Deferred.
    

    The Fund has a compensation  arrangement  under which outside  directors may
elect to defer receiving their fees. Under this arrangement, interest is accrued
on the deferred  balances.  The annual cost of such  interest is included in the
directors' fees and expenses, and the accumulated balance thereof is included in
other liabilities in the Fund's financial statements.

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

   
    Directors and officers of the Funds as a group owned  directly or indirectly
67,277  shares or less than 1% of the Capital  Stock of the National  Series and
222,140  shares or less than 1% of the Capital Stock of the New York  Tax-Exempt
Series at December 31, 1994.
    

                            MANAGEMENT AND EXPENSES

   
    As indicated  in the  Prospectus,  under the  Management  Agreements,  dated
December 29, 1988 subject to the control of the Board of Directors,  the Manager
manages the investment of the assets of the Fund, including making purchases and
sales of portfolio securities  consistent with the Series' investment objectives
and policies, and administers the Fund's business and other affairs. The Manager
provides the Fund with such office space, administrative and other services, and
executive and other personnel as are necessary for Fund operations.  The Manager
pays all of the  compensation  of  directors  of the Fund who are  employees  or
consultants  of the Manager and of the officers and  employees of the Fund.  The
Management  Agreement  also  provides that the Manager will 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 performing  its duties under the
Agreement,  except  for wilful  misfeasance,  bad faith,  gross  negligence,  or
reckless disregard of its obligations and duties under the Management Agreement.
The Manager also provides senior  management for Seligman Data Corp., the Fund's
shareholder service agent.

    The Manager is entitled to receive a management fee from each Series for its
services,  calculated daily and payable  monthly,  equal to 0.50% of the average
daily net assets on an annual basis.  The Manager,  at its  discretion  may have
waived  all or a portion of its  management  fee with  respect  to a  particular
Series. The following chart indicates the management fees paid by each Series as
well as the percentage such fee represents of a Series' average daily net assets
for the fiscal years ended September 30, 1994, 1993 and 1992.
    

<TABLE>
<CAPTION>
Fiscal Year                                  Management Fee Paid                        % of Average Daily Net Assets
- -----------                                  -------------------                        -----------------------------
<S>                                               <C>                                                 <C>
   
National Series
   Year ended 9/30/94                             $  621,285                                          0.50%
   Year ended 9/30/93                                661,712                                          0.50
   Year ended 9/30/92                                670,543                                          0.50


</TABLE>
    


                                       8
<PAGE>
<TABLE>
<CAPTION>

Fiscal Year                                  Management Fee Paid                        % of Average Daily Net Assets
- -----------                                  -------------------                        -----------------------------
<S>                                               <C>                                                 <C>
   
Colorado Series
   Year ended 9/30/94                             $  318,834                                          0.50%
   Year ended 9/30/93                                328,005                                          0.50
   Year ended 9/30/92                                323,998                                          0.50
Georgia Series
   Year ended 9/30/94                                194,686                                          0.30*
   Year ended 9/30/93                                107,583                                          0.20*
   Year ended 9/30/92                                 36,230                                          0.10*
Louisiana Series
   Year ended 9/30/94                                330,062                                          0.50
   Year ended 9/30/93                                310,350                                          0.50
   Year ended 9/30/92                                269,246                                          0.50
Maryland Series
   Year ended 9/30/94                                305,335                                          0.50
   Year ended 9/30/93                                302,181                                          0.50
   Year ended 9/30/92                                278,302                                          0.50
Massachusetts Series
   Year ended 9/30/94                                648,895                                          0.50
   Year ended 9/30/93                                664,011                                          0.50
   Year ended 9/30/92                                613,183                                          0.50
Michigan Series
   Year ended 9/30/94                                791,875                                          0.50
   Year ended 9/30/93                                766,158                                          0.50
   Year ended 9/30/92                                683,148                                          0.50
Minnesota Series
   Year ended 9/30/94                                702,194                                          0.50
   Year ended 9/30/93                                724,940                                          0.50
   Year ended 9/30/92                                835,123                                          0.50
Missouri Series
   Year ended 9/30/94                                201,744                                          0.36*
   Year ended 9/30/93                                157,373                                          0.30*
   Year ended 9/30/92                                243,566                                          0.50
New York Series
   Year ended 9/30/94                                491,715                                          0.50
   Year ended 9/30/93                                492,674                                          0.50
   Year ended 9/30/92                                437,963                                          0.50
Ohio Series
   Year ended 9/30/94                                909,119                                          0.50
   Year ended 9/30/93                                893,295                                          0.50
   Year ended 9/30/92                                817,190                                          0.50
Oregon Series
   Year ended 9/30/94                                241,140                                          0.39*
   Year ended 9/30/93                                190,680                                          0.35*
   Year ended 9/30/92                                153,698                                          0.35*
South Carolina Series
   Year ended 9/30/94                                611,278                                          0.50
   Year ended 9/30/93                                496,131                                          0.50
   Year ended 9/30/92                                364,052                                          0.50
</TABLE>
    

*   The Manager waived a portion of the management fees due for this year.

    The Fund pays all its  expenses  other  than those  assumed by the  Manager,
including  brokerage  commissions,  if any,  fees and  expenses  of  independent
attorneys and auditors, taxes and governmental fees, including fees and expenses
of qualifying the Fund and its shares under federal and state  securities  laws,
cost of stock  certificates  and expenses of repurchase or redemption of shares,
expenses of printing and  distributing  reports,  notices and proxy materials to
shareholders,  expenses of printing and filing reports and other  documents with
governmental agencies, expenses of shareholders' meetings, expenses of corporate


                                       9
<PAGE>


data processing and related services,  shareholder  account  services,  fees and
disbursements  of  transfer  agents  and  custodians,   expenses  of  disbursing
dividends  and  distributions,  fees and  expenses of  directors of the Fund not
employed by or serving as a Director of the Manager or its affiliates, insurance
premiums and  extraordinary  expenses  such as litigation  expenses.  The Fund's
expenses are allocated between the Series in a manner determined by the Board of
Directors to be fair and equitable.  The Manager has undertaken to certain state
securities  administrators,  so long as required, to reimburse the Fund for each
year in the amount by which total  expenses,  including the management  fee, but
excluding interest,  taxes,  brokerage  commissions and extraordinary  expenses,
exceed 2 1/2% of the first  $30,000,000  of average net  assets,  2% of the next
$70,000,000 of average net assets, and 1 1/2% thereafter.

    On December 29, 1988, a majority of the outstanding voting securities of the
Manager  was   purchased   by  Mr.   William  C.   Morris  and  a   simultaneous
recapitalization of the Manager occurred.

    The Management  Agreement is dated  December 29, 1988,  and was  unanimously
adopted by the Board of  Directors at a Meeting held on October 11, 1988 and was
approved by the shareholders at a meeting held on December 16, 1988.

    The  Management  Agreement  with respect to a Series will continue in effect
from year to year  thereafter  if such  continuance  is  approved  in the manner
required by the Investment Company Act of 1940 (i.e. (1) by a vote of a majority
of the Board of Directors or of the outstanding  voting securities of the Series
and (2) by a vote of a  majority  of the  Directors  who are not  parties to the
Management  Agreement  or  interested  persons of any such  party)  and,  if the
Manager  shall  not  have  notified  the  Fund at  least  60 days  prior  to the
anniversary  date of the  previous  continuance  that it does  not  desire  such
continuance.  The  Management  Agreement may be terminated by the Fund,  without
penalty,  on  60  days'  written  notice  to  the  Manager  and  will  terminate
automatically in the event of its assignment.  The Fund has agreed to change its
name upon  termination of the Management  Agreement if continued use of the name
would cause confusion in the context of the Manager's business.

    The Manager is a successor firm to an investment banking business founded in
1864 which has thereafter provided investment services to individuals, families,
institutions and corporations. See Appendix C.

           ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN

    As indicated in the Prospectus, an Administration,  Shareholder Services and
Distribution  Plan (the "Plan") for the Fund is in effect under Section 12(b) of
the Act and Rule 12b-1 thereunder.

    The Plan was approved on July 16, 1992 by the Directors including a majority
of the Directors who are not "interested persons" (as defined in the Act) of the
Fund and who have no direct or indirect  financial  interest in the operation of
the Plan or in any agreement related to the Plan (the "Qualified Directors") and
was approved by  shareholders  of the Fund on November 23, 1992. The plan became
effective on January 1, 1993.

    Amendments  to the Plan were  approved  in  respect of the Class D shares on
November  18,  1993 by the  Directors,  including  a majority  of the  Qualified
Directors and became effective with respect to the Class D shares on February 1,
1994. The Plan will continue in effect until December 31 of each year so long as
such  continuance is approved  annually by a majority vote of both the Directors
and the Qualified  Directors of the Fund, cast in person at a meeting called for
the purpose of voting on such approval.  The Plan may not be amended to increase
materially the amounts  payable under the terms of the Plan without the approval
of a majority of the outstanding  voting securities of the Funds and no material
amendment to the Plan may be made except with the approval of a majority of both
the  Directors and the Qualified  Directors in  accordance  with the  applicable
provisions of the Act and the rules thereunder.

    The Plan  requires  that the  Treasurer  of the Fund  shall  provide  to the
Directors,  and the Directors shall review at least quarterly,  a written report
of the amounts  expended (and purpose  therefor) made under the Plan. Rule 12b-1
also  requires  that the  selection  and  nomination  of  Directors  who are not
"interested persons" of the Fund be made by such disinterested Directors.

                             PORTFOLIO TRANSACTIONS

   
    No brokerage commissions were paid by the Fund during the fiscal years ended
September 30, 1992,  1993 or 1994. When two or more Series of the Fund or two or
more of the  investment  companies  in the  Seligman  Group or other  investment
advisory  clients of the Manager  desire to buy or sell the same security at the
same time,  the  securities  purchased or sold are allocated by the Manager in a
    


                                       10
<PAGE>


manner  believed to be equitable to each.  There may be possible  advantages  or
disadvantages  of  such  transactions  with  respect  to  price  or the  size of
positions readily obtainable or saleable.

                     PURCHASE AND REDEMPTION OF FUND SHARES

   
    Each Series of the Fund issues two classes of shares:  Class A shares may be
purchased  at a price  equal to the next  determined  net asset value per share,
plus a sales load.  Class D shares may be purchased at a price equal to the next
determined  net asset value  without an initial  sales  load,  but a CDSL may be
charged on certain  redemptions  within one year of purchase.  See  "Alternative
Distribution  System,"  "Purchase Of Shares," and  "Redemption Of Shares" in the
Fund's Prospectus.
    

Specimen Price Make-Up

   
    Under  the  current  distribution  arrangements  between  the  Fund  and the
Distributor,  Class A shares are sold at a maximum sales load of 4.75% and Class
D shares are sold at net asset  value.*  Using each  Series'  net asset value at
September  30, 1994,  the maximum  offering  price of each Series'  shares is as
follows:

<TABLE>

                                 CLASS A SHARES
<CAPTION>

                                          Net Asset               Maximum Sales Load           Maximum Offering
 Name of Series                        Value Per Share        (4.75% of Offering Price)         Price Per Share
- ---------------                      -------------------      -------------------------         ---------------
<S>                                       <C>                           <C>                        <C>    
National                                  $  7.18                       $.36                       $  7.54
Colorado                                     7.09                        .35                          7.44
Georgia                                      7.48                        .37                          7.85
Louisiana                                    7.94                        .40                          8.34
Maryland                                     7.71                        .38                          8.09
Massachusetts                                7.66                        .38                          8.04
Michigan                                     8.28                        .41                          8.69
Minnesota                                    7.72                        .38                          8.10
Missouri                                     7.41                        .37                          7.78
New York                                     7.67                        .38                          8.05
Ohio                                         7.90                        .39                          8.29
Oregon                                       7.43                        .37                          7.80
South Carolina                               7.61                        .38                          7.99

</TABLE>


                                 CLASS D SHARES

                                           Net Asset Value and Maximum
Name of Series                              Offering Price Per Share*
- --------------                              -------------------------
National                                           $  7.18
Colorado                                              7.09
Georgia                                               7.49
Louisiana                                             7.94
Maryland                                              7.72
Massachusetts                                         7.66
Michigan                                              8.28
Minnesota                                             7.73
Missouri                                              7.41
New York                                              7.67
Ohio                                                  7.92
Oregon                                                7.43
South Carolina                                        7.61
    

- ---------

* Class D shares are subject to a CDSL of 1% on certain  redemptions  within one
  year of purchase. See "Redemption Of Shares" in the Prospectus.



                                       11
<PAGE>

Class A Shares - Reduced Sales Loads

Reductions Available.  Shares of any Seligman mutual fund sold with a sales load
in a continuous offering will be eligible for the following reductions:

   Volume  Discounts are provided if the total amount being  invested in Class A
shares of a Series alone,  the other series of a Fund or in any  combination  of
shares of the other  mutual  funds in the  Seligman  Group which are sold with a
sales load, reaches levels indicated in the sales load schedule set forth in the
Prospectuses.

   The Right of  Accumulation  allows an investor  to combine  the amount  being
invested in Class A shares of a Series,  the other series of the Fund,  Seligman
Capital  Fund,   Seligman  Common  Stock  Fund,   Seligman   Communications  and
Information  Fund,  Seligman  Frontier  Fund,  Seligman  Growth  Fund,  Seligman
Henderson Global Fund Series,  Seligman High Income Fund Series, Seligman Income
Fund,  Seligman  New Jersey  Fund,  the Seligman  Pennsylvania  Tax-Exempt  Fund
Series,  or Seligman  Tax-Exempt  Series  Trust that were sold with a sales load
with the total net asset value of shares of those Seligman  mutual funds already
owned that were sold with a sales  load and the total net asset  value of shares
of Seligman  Cash  Management  Fund which were  acquired  through an exchange of
shares of another  mutual fund in the Seligman  Group on which there was a sales
load at the time of purchase to determine reduced sales loads in accordance with
the schedule in the Prospectuses.  The value of the shares owned,  including the
value of shares of  Seligman  Cash  Management  Fund  acquired in an exchange of
shares of another  mutual fund in the  Seligman  Group on which there is a sales
load at the time of purchase will be taken into account in orders placed through
a dealer,  however,  only if  Seligman  Financial  Services,  Inc.  ("SFSI")  is
notified by an investor or dealer of the amount  owned at the time the  purchase
is made and is furnished sufficient information to permit confirmation.

   A Letter of Intent allows an investor to purchase  Class A shares of a Series
over a 13-month period at reduced sales loads in accordance with the schedule in
the  Prospectuses,  based on the total  amount of Class A shares that the letter
states the investor intends to purchase plus the total net asset value of shares
that  were  sold with a sales  load of the  other  series of the Fund,  Seligman
Capital  Fund,   Seligman  Common  Stock  Fund,   Seligman   Communications  and
Information  Fund,  Seligman  Frontier  Fund,  Seligman  Growth  Fund,  Seligman
Henderson Global Fund Series,  Seligman High Income Fund Series, Seligman Income
Fund,  Seligman New Jersey Fund, Seligman  Pennsylvania  Tax-Exempt Fund Series,
and Seligman Tax-Exempt Series Trust already owned and the total net asset value
of shares of  Seligman  Cash  Management  Fund  which were  acquired  through an
exchange of shares of another  mutual fund in the Seligman  Group on which there
was a sales load at the time of purchase.  Reduced sales loads also may apply to
purchases made within a 13-month  period  starting up to 90 days before the date
of execution of a letter of intent. For more information concerning the terms of
the letter of intent, see "Terms and Conditions - Letter of Intent" accompanying
the Account Application in the Fund's Prospectus.

Persons Entitled to Reductions.  Reductions in sales loads apply to purchases of
Class A shares of each Series by a "single  person,"  including  an  individual;
members of a family  unit  comprising  husband,  wife and minor  children;  or a
trustee or other fiduciary  purchasing for a single fiduciary account.  Employee
benefit  plans  qualified  under  Section  401 of  the  Internal  Revenue  Code,
tax-exempt  organizations  under Section 501 (c)(3) or (13),  and  non-qualified
employee  benefit plans that satisfy  uniform  criteria are  considered  "single
persons" for this purpose. The uniform criteria are as follows:

1.  Employees must authorize the employer,  if requested by the Fund, to receive
    in bulk and to  distribute  to each  participant  on a timely basis the Fund
    prospectuses, reports and other shareholder communications.

2.  Employees  participating in a plan will be expected to make regular periodic
    investments  (at  least  annually).  A  participant  who  fails to make such
    investments  may be  dropped  from the plan by the  employer  or the Fund 12
    months and 30 days after the last regular investment in his account. In such
    event, the dropped participant would lose the discount on share purchases to
    which the plan might then be entitled.

3.  The  employer  must  solicit  its  employees  for  participation  in such an
    employee benefit plan or authorize and assist an investment dealer in making
    enrollment solicitations.

Eligible  Employee  Benefit Plans.  The table of sales loads in the Prospectuses
applies to sales to "eligible  employee benefit plans," except that the Fund may
sell  shares  at net  asset  value to  "eligible  employee  benefit  plans,"  of
employers  who have at least  2,000  U.S.  employees  to whom  such plan is made
available or, regardless of the number of employees, if such plan is established
or maintained by any dealer which has a sales agreement with Seligman  Financial
Services,  Inc. Such sales must be made in connection  with a payroll  deduction


                                       12
<PAGE>


   
system of plan funding or other systems  acceptable to Seligman Data Corp.,  the
Fund's  shareholder  service agent.  Such sales are believed to require  limited
sales  effort and sales  related  expenses and  therefore  are made at net asset
value.  Contributions or account  information for plan participation also should
be  transmitted  to Seligman Data Corp. by methods which it accepts.  Additional
information about "eligible employee benefit plans" is available from investment
dealers or SFSI.  The term  "eligible  employee  benefit plan" means any plan or
arrangement,  whether or not tax  qualified,  which provides for the purchase of
Series' shares.
    

Further Types of Reductions. Class A shares of each Series may be issued without
a sales load in connection with the acquisition of cash and securities  owned by
other  investment   companies  and  personal  holding   companies  to  financial
institution trust  departments,  to registered  investment  advisers  exercising
investment  discretionary  authority  with  respect  to the  purchase  of Series
shares,  or pursuant to sponsored  arrangements  with  organizations  which make
recommendations  to, or permit group solicitation of, its employees,  members or
participants  in connection with the purchase of shares of the Fund, to separate
accounts  established  and  maintained by an insurance  company which are exempt
from  registration  under  Section  3(c)(11)  of the  1940  Act,  to  registered
representatives  and  employees  (and their  spouses and minor  children) of any
dealer that has a sales  agreement  with SFSI, to  shareholders  of mutual funds
with  investment  objectives  similar to the  Series' who  purchase  shares with
redemption  proceeds  of such funds and to  certain  unit  investment  trusts as
described in the Funds' Prospectus.

    Class A  shares  of each  Series  may be sold at net  asset  value  to these
persons  since such sales  require  less sales  effort and lower  sales  related
expenses as compared with sales to the general public.

   
Payment  in  Securities.  In  addition  to cash,  the Fund  may  accept  readily
marketable securities in payment for Series shares sold at the applicable public
offering  price.  Generally,   the  Fund  will  only  consider  accepting  these
securities (1) to increase its holdings in a portfolio  security of a Series, or
(2) if the  Manager  determines  that  the  offered  securities  are a  suitable
investment in a sufficient amount for efficient management.  Although no minimum
has been  established,  it is expected that the Fund would not accept securities
with a value of less than $100,000 per issue in payment for shares. The Fund may
reject in whole or in part offers to pay for shares with securities, may require
partial  payment  in cash  for  applicable  sales  loads,  and  may  discontinue
accepting  securities  as payment  for  shares at any time  without  notice.  In
accordance with Texas securities regulations,  should the Fund accept securities
in payment for Series shares,  such transactions  would be limited to a bonafide
reorganization,   statutory  merger,  or  to  other  acquisitions  of  portfolio
securities  (except  for  municpal  debt  securities  issued by state  political
subdivisions or their agencies or  instrumentalities)  which meet the investment
objectives  and policies of a Series;  are acquired for  investment  and not for
resale;  are liquid securities which are not restricted as to transfer either by
law or liquidity of market; and have a value which is readily ascertainable (and
not established only be evaluation  procedures) as evidenced by a listing on the
American Stock Exchange,  the New York Stock Exchange or NASDAQ. The Fund has no
present intention of accepting securities in payment for shares.
    

More About  Redemptions.  The  procedures  for  redemption  of Fund shares under
ordinary   circumstances   are  set  forth  in  the   Prospectus.   In   unusual
circumstances,  payment may be postponed,  or the right of redemption  postponed
for more than seven days, if the orderly liquidation of portfolio  securities is
prevented  by the  closing  of, or  restricted  trading  on,  the New York Stock
Exchange  during  periods of emergency  or such other  periods as ordered by the
Securities and Exchange  Commission.  Payment may be made in readily  marketable
securities,  subject  to the  review of some state  securities  commissions.  If
payment is made in securities,  a shareholder  may incur  brokerage  expenses in
converting these securities into cash.

                             DISTRIBUTION SERVICES

    Seligman Financial  Services,  Inc.  ("SFSI"),  an affiliate of the Manager,
acts as general  distributor  of the shares of the Fund and of the other  mutual
funds in the Seligman Group. As general  distributor of the Fund's Common Stock,
SFSI allows  concessions  to all  dealers,  up to 4.25% on  purchases of Class A
shares to which the 4.75% sales load applies. SFSI receives the balance of sales
loads and any CDSL paid on Class D shares, if applicable, paid by investors. The
Fund and SFSI are parties to a Distributing Agreement, dated January 1, 1993.

   
    The following  tables set forth the  commissions  received by SFSI,  dealers
concessions and total commissions paid by each Series on sales of Class A shares
of the Fund for the fiscal years ended  September 30, 1994,  1993 and 1992. Also
included in the table for the period  February  1, 1994  through  September  30,
1994, is the amount of any CDSL retained by SFSI:
    



                                       13
<PAGE>
<TABLE>
<CAPTION>

   
                                                        Fiscal 1994
                                                        -----------
     Series                SFSI Commissions          Dealer Concessions          Total Commissions       CDSL Retained
     ------                ----------------          ------------------          -----------------       -------------
   <S>                         <C>                       <C>                          <C>                 <C>       
   National                    $  19,575                 $  143,977                   $  163,552          $       --
   Colorado                        9,703                     71,208                       80,911               1,960
   Georgia                        50,838                    376,174                      427,012                  49
   Louisiana                      16,250                    123,857                      140,107                  84
   Maryland                       13,558                    104,817                      118,375                  70
   Massachusetts                  17,927                    136,115                      154,042                  40
   Michigan                       47,057                    353,939                      400,996                 148
   Minnesota                      25,673                    197,561                      223,234                 508
   Missouri                       15,167                    114,971                      130,138               1,363
   New York                       11,191                     85,746                       96,937                  --
   Ohio                           41,962                    312,461                      354,423                  --
   Oregon                         35,873                    273,141                      309,014                 289
   South Carolina                 68,528                    518,381                      586,909                 202
    

</TABLE>

<TABLE>
<CAPTION>
                                                        Fiscal 1993
                                                        -----------
     Series                         SFSI Commissions                   Dealer Concessions               Total Commissions
     ------                         ----------------                   ------------------               -----------------
   <S>                                  <C>                                <C>                               <C>       
   National                             $  30,531                          $  227,385                        $  257,916
   Colorado                                14,310                             110,601                           124,911
   Georgia                                104,149                             781,322                           885,471
   Louisiana                               37,905                             280,595                           318,500
   Maryland                                20,858                             160,890                           181,748
   Massachusetts                           32,759                             246,120                           278,879
   Michigan                                79,852                             613,391                           693,243
   Minnesota                               34,653                             269,931                           304,584
   Missouri                                25,273                             196,422                           221,695
   New York                                33,925                             258,230                           292,155
   Ohio                                    70,429                             532,482                           602,911
   Oregon                                  63,154                             479,855                           543,009
   South Carolina                         120,563                           1,185,575                         1,306,138
</TABLE>

<TABLE>
<CAPTION>
                                                        Fiscal 1992
                                                        -----------
   Series                           SFSI Commissions                   Dealer Concessions               Total Commissions
   ------                           ----------------                   ------------------               -----------------
   <S>                                  <C>                                <C>                               <C>       
   National                             $  35,290                          $  273,421                        $  308,711
   Colorado                                23,734                             180,134                           203,868
   Georgia                                 83,553                             658,066                           741,619
   Louisiana                               43,067                             326,020                           369,087
   Maryland                                24,293                             191,976                           216,269
   Massachusetts                           63,437                             508,405                           571,842
   Michigan                                81,995                             649,583                           731,578
   Minnesota                               53,294                             430,319                           483,613
   Missouri                                18,835                             150,409                           169,244
   New York                                50,197                             375,179                           425,376
   Ohio                                    79,614                             645,060                           724,674
   Oregon                                  55,333                             437,856                           493,189
   South Carolina                         115,020                             897,329                         1,012,349
</TABLE>

    Class A shares of each  Series may be sold at net asset value to present and
retired  Trustees,  directors,  officers,  employees (and family members) of the
Fund,  the other  investment  companies in the Seligman  Group,  the Manager and
other  companies  affiliated  with the  Manager.  Such sales also may be made to
employee  benefit  plans  for  such  persons  and  to any  investment  advisory,
custodial, trust or other fiduciary account managed or advised by the Manager or
any affiliate.  These sales may be made for investment purposes only, and shares
may be resold only to the Fund.



                                       14
<PAGE>

                                MORE ABOUT TAXES

    Under the Tax Reform Act of 1986, each Series of the Fund will be treated as
a  separate   corporation  for  federal  income  tax  purposes.   As  a  result,
determinations  of net  investment  income,  exempt-interest  dividends  and net
long-term and short-term  capital gain and loss will be made separately for each
Series.

    As indicated in the Prospectus,  each Series intends to qualify and elect to
be treated as a regulated investment company under the Internal Revenue Code and
thus  to  be  relieved  of  federal   income  tax  on  amounts   distributed  to
shareholders;  provided  that it  distributes  at  least 90  percent  of its net
investment income and net short-term capital gains, if any.

    Qualification as a regulated  investment  company under the Internal Revenue
Code  requires  among other  things,  that (a) at least 90% of the annual  gross
income of the Series be derived from dividends,  interest, payments with respect
to  securities  loans and gains  from the sale or other  disposition  of stocks,
securities or  currencies,  or other income  (including but not limited to gains
from  options,  futures,  or  forward  contracts)  derived  with  respect to its
business of investing in such stocks,  securities or currencies;  (b) the Series
derive  less than 30% of its gross  annual  income  from  gains from the sale or
other  disposition  of stock,  securities and certain other assets held for less
than three months; and (c) the Series diversify its holdings so that, at the end
of each quarter of the taxable year, (i) at least 50% of the market value of the
Series' assets is represented by cash, United States  Government  securities and
other  securities  limited in respect of any one issuer to an amount not greater
than 5% of the Series' assets and 10% of the  outstanding  voting  securities of
such  issuer,  and (ii) not more than 25% of the value of its assets is invested
in the securities of any one issuer (other than U.S. Government securities).

                                   VALUATION

    Net asset value per Series  share is  determined  as of the close of the New
York Stock Exchange  ("NYSE")  (currently 4:00 p.m. New York City time), on each
day that the NYSE is open.  The NYSE is  currently  closed  on New  Year's  Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  Day, and  Christmas  Day. The Fund will also  determine  net asset
value on any day that  there is a  sufficient  degree of  trading  in the Fund's
portfolio  securities that its net asset value might be materially  affected but
only if on such day the Fund is  required  to sell or redeem  shares.  Net asset
value of a Series is  determined  by dividing  the value of the total  assets of
that  Series,  less  liabilities,  by the number of  outstanding  shares of that
Series.  All expenses of the Series  including  the  Manager's  fee, are accrued
daily and taken into account for the purpose of determining its net asset value.

    The  securities  in which  the Fund  invests  are  traded  primarily  in the
over-the-counter  market.  Tax-exempt  securities and other short-term  holdings
maturing in more than 60 days are valued on the basis of quotations  provided by
an  independent  pricing  service,   approved  by  the  Directors,   which  uses
information with respect to transactions in bonds, quotations from bond dealers,
market transactions in comparable  securities and various  relationships between
securities  in  determining  value.  In  the  absence  of  such  quotations,  in
accordance with fair value as determined in accordance with procedures  approved
by the Directors.  Short-term holdings having remaining maturities of 60 days or
less are generally valued at amortized cost.

    Generally,  trading in certain  securities  such as  tax-exempt  securities,
corporate bonds, U.S.  government  securities,  and money market  instruments is
substantially  completed  each day at  various  times  prior to the close of the
NYSE. The values of such  securities  used in determining the net asset value of
the Series shares are computed as of such times.  Events  affecting the value of
such  securities  may occur  between  such times and the close of the NYSE which
will not be  reflected  in the  computation  of the Fund's net asset  value.  If
events  materially  affecting  the value of such  securities  occur  during such
period,  then these  securities  and other  assets  will be valued at their fair
market value as determined in good faith by the Directors.

                            PERFORMANCE INFORMATION

   
    The annualized yield for the 30-day period ended September 30, 1994 for each
Series'  Class  A  shares  was  as  follows:   National-5.47%,   Colorado-4.76%,
Georgia-5.07%,     Louisiana-4.73%,     Maryland-4.94%,     Massachusetts-4.74%,
Michigan-4.89%,  Minnesota-4.81%,  Missouri-4.84%,  New York-5.05%,  Ohio-4.66%,
Oregon-4.68%,  and South  Carolina-4.91%.  The annualized  yield was computed by
dividing a Series' net  investment  income per share  earned  during this 30-day
period by the maximum  offering price per share (i.e.,  the net asset value plus
the maximum  sales load of 4.75% of the net amount  invested) on  September  30,
1994,  which  was the last day of this  period.  The  average  number of Class A
shares   were:   National-15,660,565,   Colorado-8,326,093,   Georgia-8,282,060,
Louisiana-7,780,228,        Maryland-7,444,172,        Massachusetts-15,758,686,
Michigan-18,285,764,      Minnesota-17,500,185,      Missouri-7,111,225,     New
York-11,878,359, Ohio-21,830,044, Oregon-8,090,473 and South Carolina-15,178,761
which  was  the  average  daily  number of shares  outstanding  during  the  30-
    


                                       15
<PAGE>

   
day period  that were  eligible  to receive  dividends.  Income was  computed by
totaling the interest  earned on all debt  obligations  during the 30-day period
and subtracting  from that amount the total of all recurring  expenses  incurred
during the period.  The 30-day yield was then  annualized  on a  bond-equivalent
basis  assuming  semi-annual  reinvestment  and  compounding  of net  investment
income, as described in the Prospectus.

    The tax equivalent  annualized  yield for the 30-day period ended  September
30, 1994 for each of the Series' Class A shares was as follows:  National-9.06%,
Colorado-8.29%,      Georgia-8.93%,       Louisiana-8.13%,       Maryland-8.70%,
Massachusetts-8.91%,   Michigan-8.49%,   Minnesota-8.70%,   Missouri-8.33%,  New
York-9.08%,   Ohio-8.29%,   Oregon-8.51%  and  South  Carolina-8.74%.   The  tax
equivalent annualized yield was computed by first computing the annualized yield
as discussed above. Then the portion of the yield attributable to securities the
income of which was  exempt  for  federal  and state  income  tax  purposes  was
determined.  This  portion  of the  yield  was then  divided  by one  minus  the
following   percentages:   National-39.60%,   Colorado-42.62%,   Georgia-43.22%,
Louisiana-41.83%,   Maryland-43.22%,   Massachusetts-46.85%,    Michigan-42.38%,
Minnesota-44.73%,  Missouri-41.94%, New York-44.36%, Ohio-43.77%,  Oregon-45.04%
and South  Carolina-43.83% which percentages assume the maximum combined federal
and state  income tax rate for  individual  taxpayers  that are  subject to such
state's personal income taxes.  Then the small portion of the yield (for all the
Series except the National  Series)  attributable  to  securities  the income of
which was exempt only for  federal  income tax  purposes  was  determined.  This
portion  of the  yield was then  divided  by one minus  39.6%  (39.6%  being the
maximum federal income tax rate).  These two calculations were then added to the
portion  of the  Class A shares  yield,  if any,  that was not  attributable  to
securities, the income of which was not tax exempt.

    The average annual total return for the one-year  period ended September 30,
1994 for each of the Series'  Class A shares was as follows:  National-(12.16)%,
Colorado-(7.57)%,   Georgia-(10.00)%,    Louisiana-(8.42)%,    Maryland-(8.63)%,
Massachusetts-(7.59)%,  Michigan-(7.48)%,  Minnesota-(4.61)%,  Missouri-(9.32)%,
New York (9.90)%, Ohio-(7.71)%,  Oregon-(6.98)% and South Carolina-(9.10)%;  for
the five-year period ended on September 30, 1994 for each of the Series' Class A
shares  was:  National-5.67%,  Colorado-5.40%,  Georgia-6.04%,  Louisiana-6.00%,
Maryland-5.96%,     Massachusetts-6.40%,     Michigan-6.47%,    Minnesota-6.41%,
Missouri-5.81%,   New   York-6.17%,   Ohio-6.39%,    Oregon-6.10%,   and   South
Carolina-6.01%;  for the ten-year period ended on September 30, 1994 for certain
of  the  Series'  Class  A  shares  was:  National-9.37%,   Massachusetts-8.64%,
Michigan-9.32%,  Minnesota-8.78%,  New  York-8.77%,  and  Ohio-9.11%;  and since
inception  through  the period  ended on  September  30, 1994 for certain of the
Series'  Class A shares  was:  Colorado-5.96%,  Georgia-6.66%,  Louisiana-8.06%,
Maryland-7.16%,  Missouri-6.51%,  Oregon-6.14% and South  Carolina-6.79%.  These
amounts were computed by assuming a  hypothetical  initial  payment of $1,000 in
Class A shares of each  Series.  From this  $1,000,  the  maximum  sales load of
$47.50 (4.75% of public offering  price) was deducted.  It was then assumed that
all of the  dividends and  distributions  by the Series' Class A shares over the
relevant time period were reinvested. It was then assumed that at the end of the
one-year  period,  the five-year  period and since inception of the Series,  the
entire amount was redeemed.  The average annual total return was then calculated
by calculating  the annual rate required for the initial  payment to grow to the
amount which would have been received upon redemption  (i.e., the average annual
compound rate of return).

    The annualized yield for the 30-day period ended September 30, 1994 for each
Series'  Class  D  shares  was  as  follows:   National-4.75%,   Colorado-4.06%,
Georgia-4.34%,     Louisiana-4.01%,     Maryland-4.14%,     Massachusetts-4.01%,
Michigan-4.15%,  Minnesota-4.08%,  Missouri-4.09%,  New York-4.26%,  Ohio-3.93%,
Oregon-3.93% and South Carolina-4.16%.  The annualized yield was computed as for
Class A shares by  dividing a Series'  net  investment  income per share  earned
during this 30-day period by the maximum offering price per share (i.e., the net
asset value) on September 30, 1994,  which was the last day of this period.  The
average  number  of  Class  D  shares  were:  National-61,971,  Colorado-13,493,
Georgia-106,574,   Louisiana-76,101,   Maryland-46,113,   Massachusetts-138,219,
Michigan-77,825,    Minnesota-193,119,    Missouri-61,027,    New   York-61,064,
Ohio-39,689,  Oregon-109,753  and South  Carolina-195,754  which was the average
daily number of shares  outstanding  during the 30-day period that were eligible
to receive dividends.

    The tax equivalent  annualized  yield for the 30-day period ended  September
30, 1994 for each of the Series' Class D shares was as follows:  National-7.86%,
Colorado-7.07%,      Georgia-7.64%,       Louisiana-6.89%,       Maryland-7.29%,
Massachusetts-7.54%,   Michigan-7.20%,   Minnesota-7.38%,   Missouri-7.04%,  New
York-7.66%,   Ohio-6.99%,   Oregon-7.15%  and  South  Carolina-7.40%.   The  tax
equivalent annualized yield was computed as discussed above for Class A shares.

    The total return for the period from February 1, 1994 through  September 30,
1994 for each of the Series'  Class D shares was as follows:  National-(10.84)%,
Colorado-(6.64)%,    Georgia-(8.47)%,    Louisiana-(7.36)%,    Maryland-(7.13)%,
Massachusetts-(6.26)%,  Michigan-(6.39)%,  Minnesota-(4.02)%,  Missouri-(8.06)%,
New York (8.62)%, Ohio-(6.29)%, Oregon-(5.69)% and South Carolina-(8.04)%. These
amounts were computed by assuming a  hypothetical  initial  payment of $1,000 in
Class D shares of each Series and that all of the dividends and distributions by
the Series' Class D shares over the relevant time period were reinvested. It was
    


                                       16
<PAGE>


   
then  assumed  that at the end of the period,  the entire  amount was  redeemed,
subtracting the applicable 1% CDSL.

    The tables below illustrate the total returns on a $1,000 investment in each
of the Series Class A and Class D shares for the ten years ended  September  30,
1994 or from the commencement of a Series' operation through September 30, 1994,
assuming investment of all dividends and capital gain distributions.

<TABLE>
                                 CLASS A SHARES
<CAPTION>

                    Value of              Capital              Value            Total Value
Period              Initial                Gain                 of                  of              Total
Ended 1           Investment 2          Distributions        Dividends          Investment 2        Return 1,3
- -------           ------------          -------------        ---------          ------------        -----------
<S>                   <C>                        <C>             <C>               <C>              <C>
NATIONAL
9/30/85               $  1,039                   $  -            $   96            $  1,135
9/30/86                  1,179                     33               221               1,433
9/30/87                  1,031                     79               289               1,399
9/30/88                  1,063                    151               415               1,629
9/30/89                  1,075                    157               537               1,769
9/30/90                  1,035                    173               633               1,841
9/30/91                  1,099                    203               802               2,104
9/30/92                  1,122                    214               953               2,289
9/30/93                  1,213                    272             1,171               2,656
9/30/94                    999                    360             1,089               2,448          144.81%
COLORADO
9/30/86                    943                      -                24                 967
9/30/87                    851                      3                82                 936
9/30/88                    916                     10               161               1,087
9/30/89                    941                     11               241               1,193
9/30/90                    922                     10               313               1,245
9/30/91                    963                     11               410               1,384
9/30/92                    979                     11               501               1,491
9/30/93                  1,035                     28               615               1,678
9/30/94                    945                     41               643               1,629           62.87%
GEORGIA
9/30/87                    865                      -                14                 879
9/30/88                    945                      -                88               1,033
9/30/89                    973                      1               164               1,138
9/30/90                    957                      4               236               1,197
9/30/91                  1,018                      5               334               1,357
9/30/92                  1,046                     11               430               1,487
9/30/93                  1,124                     20               551               1,695
9/30/94                    997                     34               570               1,601           60.15%

</TABLE>
    


                                       17
<PAGE>
<TABLE>
<CAPTION>

                    Value of              Capital              Value            Total Value
Period              Initial                Gain                 of                  of             Total
Ended 1           Investment 2          Distributions        Dividends          Investment2        Return1,3
- -------           ------------          -------------        ---------          -----------        ---------
<S>                  <C>                      <C>                <C>              <C>                <C>
   
LOUISIANA
9/30/86              $   1,057                $     -            $   80           $   1,137
9/30/87                    981                     11               152               1,144
9/30/88                  1,040                     21               252               1,313
9/30/89                  1,051                     31               349               1,431
9/30/90                  1,027                     42               437               1,506
9/30/91                  1,091                     49               569               1,709
9/30/92                  1,118                     58               689               1,865
9/30/93                  1,172                     85               833               2,090
9/30/94                  1,059                     95               856               2,010          101.02%
MARYLAND
9/30/86                  1,012                      -                74               1,086
9/30/87                    916                      -               133               1,049
9/30/88                    986                      7               221               1,214
9/30/89                  1,012                      8               309               1,329
9/30/90                    994                      7               387               1,388
9/30/91                  1,059                      8               505               1,572
9/30/92                  1,086                     15               615               1,716
9/30/93                  1,152                     39               752               1,943
9/30/94                  1,028                     71               765               1,864           86.41%
MASSACHUSETTS
9/30/85                  1,010                     --                89               1,099
9/30/86                  1,116                      1               196               1,313
9/30/87                    996                     28               261               1,285
9/30/88                  1,054                     48               378               1,480
9/30/89                  1,058                     58               485               1,601
9/30/90                  1,004                     72               564               1,640
9/30/91                  1,087                     81               732               1,900
9/30/92                  1,115                     94               876               2,085
9/30/93                  1,181                    120             1,059               2,360
9/30/94                  1,059                    161             1,071               2,291          129.09%
MICHIGAN
9/30/85                  1,018                     --                89               1,107
9/30/86                  1,151                     17               202               1,370
9/30/87                  1,008                     57               265               1,330
9/30/88                  1,070                     85               388               1,543
9/30/89                  1,097                     92               507               1,696
9/30/90                  1,063                    108               602               1,773
9/30/91                  1,129                    119               762               2,010
9/30/92                  1,170                    136               916               2,222
9/30/93                  1,224                    195             1,091               2,510
9/30/94                  1,116                    201             1,120               2,437          143.73%
MINNESOTA
9/30/85                  1,007                     --                88               1,095
9/30/86                  1,125                      7               196               1,328
9/30/87                  1,003                     39               260               1,302
9/30/88                  1,059                     59               377               1,495
9/30/89                  1,070                     65               484               1,619
9/30/90                  1,055                     76               582               1,713
9/30/91                  1,100                     80               723               1,903
9/30/92                  1,111                     83               856               2,050
9/30/93                  1,166                    121             1,030               2,317
9/30/94                  1,087                    145             1,088               2,320          132.00%

</TABLE>
    


                                       18
<PAGE>

<TABLE>
<CAPTION>
                    Value of              Capital              Value            Total Value
Period              Initial                Gain                 of                  of              Total
Ended 1           Investment 2          Distributions        Dividends          Investment 2        Return 1,3
- -------           ------------          -------------        ---------          ------------        ----------
<S>                    <C>                    <C>                <C>                <C>              <C>
   
MISSOURI
9/30/86                $   976                $     -            $   13             $   989
9/30/87                    876                      -                71                 947
9/30/88                    947                      8               151               1,106
9/30/89                    971                      8               230               1,209
9/30/90                    963                      8               304               1,275
9/30/91                  1,029                      9               411               1,449
9/30/92                  1,040                     21               502               1,563
9/30/93                  1,108                     35               626               1,769
9/30/94                    988                     52               643               1,683           68.28%
NEW YORK
9/30/85                  1,011                     --                88               1,099
9/30/86                  1,126                     17               195               1,338
9/30/87                    995                     51               260               1,306
9/30/88                  1,034                     92               372               1,498
9/30/89                  1,053                     99               486               1,638
9/30/90                  1,011                    105               574               1,690
9/30/91                  1,085                    112               739               1,936
9/30/92                  1,111                    133               882               2,126
9/30/93                  1,195                    176             1,080               2,451
9/30/94                  1,048                    206             1,065               2,319          131.89%
OHIO
9/30/85                  1,014                     --                90               1,104
9/30/86                  1,128                      9               201               1,338
9/30/87                  1,029                     26               274               1,329
9/30/88                  1,075                     69               395               1,589
9/30/89                  1,088                     73               510               1,671
9/30/90                  1,063                     93               610               1,766
9/30/91                  1,124                    101               770               1,995
9/30/92                  1,155                    114               919               2,188
9/30/93                  1,223                    141             1,104               2,468
9/30/94                  1,102                    172             1,118               2,392          139.23%
OREGON
9/30/87                    828                      -                51                 879
9/30/88                    911                      -               125               1,036
9/30/89                    940                      -               193               1,133
9/30/90                    928                      -               268               1,196
9/30/91                    989                      -               365               1,354
9/30/92                  1,014                      -               454               1,468
9/30/93                  1,077                      -               570               1,647
9/30/94                    991                     12               605               1,608           60.77%
SOUTH CAROLINA
9/30/87                    889                      -                12                 901
9/30/88                    962                      -                85               1,047
9/30/89                    984                      1               160               1,145
9/30/90                    964                      1               231               1,196
9/30/91                  1,027                      8               328               1,363
9/30/92                  1,067                     11               423               1,501
9/30/93                  1,136                     16               537               1,689
9/30/94                  1,015                     36               560               1,611           61.06%
</TABLE>
    


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                     CLASS D SHARES

                    Value of              Capital              Value            Total Value
Period              Initial                Gain                 of                  of              Total
Ended 1           Investment 2          Distributions        Dividends          Investment 2        Return 1,3
- -------           ------------          -------------        ---------          ------------        ----------
<S>                     <C>                      <C>              <C>                <C>             <C>     
   
NATIONAL
9/30/94                 $  867                   $  -             $  25              $  892          (10.84)%
COLORADO
9/30/94                    909                      -                25                 934           (6.64)
GEORGIA
9/30/94                    890                      -                25                 915           (8.47)
LOUISIANA
9/30/94                    900                      -                26                 926           (7.36)
MARYLAND
9/30/94                    903                      -                26                 929           (7.13)
MASSACHUSETTS
9/30/94                    910                      -                27                 937           (6.26)
MICHIGAN
9/30/94                    910                      -                26                 936           (6.39)
MINNESOTA
9/30/94                    931                      -                29                 960           (4.02)
MISSOURI
9/30/94                    895                      -                24                 919           (8.06)
NEW YORK
9/30/94                    888                      -                26                 914           (8.62)
OHIO
9/30/94                    911                      -                26                 937           (6.29)
OREGON
9/30/94                    917                      -                26                 943           (5.69)
SOUTH CAROLINA
9/30/94                    895                      -                25                 920           (8.04)

</TABLE>

1 For Class A shares from commencement of operations or the ten-year period
  beginning on:

             Colorado            5/1/86            Missouri               7/1/86
             Georgia            6/15/87            National              10/1/81
             Louisiana          10/1/85            New York              10/1/84
             Maryland           10/1/85            Ohio                  10/1/84
             Massachusetts      10/1/84            Oregon               10/15/86
             Michigan           10/1/84            South Carolina        6/30/87
             Minnesota          10/1/84            


  From commencement of operations of Class D shares on February 1, 1994.
    

2   The "Value of Initial  Investment"  as of the date  indicated  reflects  the
    effect to the maximum  sales load,  assumes that all  dividends  and capital
    gain  distributions were taken in cash and reflects changes in the net asset
    value of the shares  purchased  with the  hypothetical  initial  investment.
    "Total Value of Investment"  assumes investment of all dividends and capital
    gain distributions.

3   Total  return for each  Series is  calculated  by  assuming  a  hypothetical
    initial  investment  of $1,000 at the  beginning  of the  period  specified,
    subtracting the maximum sales load or CDSL, if applicable; determining total
    value of all  dividends and  distributions  that would have been paid during
    the period on such shares  assuming that each dividend or  distribution  was
    invested in  additional  shares at net asset  value;  calculating  the total
    value of the investment at the end of the period;  and finally,  by dividing
    the difference between the amount of the hypothetical  initial investment at
    the  beginning  of the  period and its value at the end of the period by the
    amount of the hypothetical initial investment.

    The waiver by the Manager of its fees and  reimbursement of certain expenses
during  certain of the  periods (as set forth under  "Management  and  Expenses"
herein and  "Management  Services" in the  Prospectus) for which the performance
results have been provided in this section positively affected such results.


                                       20
<PAGE>


    A Series'  total  return and average  annual total return for Class A shares
quoted herein does not reflect the deduction of the administration,  shareholder
services and  distribution  fee, for periods prior to January 1, 1993, which fee
if reflected would reduce the performance quoted.

                              GENERAL INFORMATION

    The Fund is a Maryland corporation, authorized to issue 1,000,000,000 shares
of common stock.  The Directors have authority to create and classify  shares of
common stock in separate  Series,  without  further action by  shareholders.  To
date,  shares of thirteen Series have been authorized,  which shares  constitute
the interests in the Series  described herein and further series may be added in
the future. The Investment Company Act of 1940 requires that where more than one
class or Series of shares  exists,  each class or Series must be preferred  over
all other classes or Series in respect of assets specifically  allocated to such
class or Series.

    Rule 18f-2 under the Investment Company Act of 1940 provides that any matter
required to be submitted by the provisions of the Investment Company Act of 1940
or applicable state law, or otherwise,  to the holders of the outstanding voting
securities of an investment company such as the Fund shall not be deemed to have
been effectively  acted upon unless approved by the holders of a majority of the
outstanding  shares of each class or Series affected by such matter.  Rule 18f-2
further  provides  that a class or Series  shall be deemed to be  affected  by a
matter  unless it is clear  that the  interests  of each  class or Series in the
matter  are  substantially  identical  or that the  matter  does not  affect any
interest of such class or Series.  However,  the Rule  exempts the  selection of
independent public accountants, the approval of principal distributing contracts
and the election of directors from the separate voting requirements of the Rule.

    Custodian.  Investors Fiduciary Trust Company, 127 West 10th Street,  Kansas
City, Missouri 64105, serves as custodian for the Fund. It also maintains, under
the general  supervision of the Manager,  the accounting  records and determines
the net asset value for the Fund.

   
     Auditors.  Deloitte & Touche LLP, independent auditors,  have been selected
as auditors of the Fund. Their address is Two World Financial Center,  New York,
NY 10281.

                              FINANCIAL STATEMENTS

    The Annual Report to  Shareholders  for the fiscal year ended  September 30,
1994 is incorporated by reference into this Statement of Additional Information.
The Annual Report  contains a schedule of the  investments of each of the Fund's
Series as of September 30, 1994, as well as certain other financial  information
as of that  date.  The Annual  Report  will be  furnished,  without  charge,  to
investors who request copies of the Fund's Statement of Additional Information.
    

                                   APPENDIX A

Moody's Investors Service
Tax-Exempt Bonds

    Aaa:  Tax-Exempt  bonds  which are  rated  Aaa are  judged to be of the best
quality.  They carry the smallest degree of investment risk.  Interest  payments
are protected by a large or by an  exceptionally  stable margin and principal is
secure. While the various protective elements are likely to change, such changes
as can be  visualized  are most  unlikely  to impair  the  fundamentally  strong
position of such issues.

    Aa:  Tax-exempt bonds which are rated Aa are judged to be of high quality by
all  standards.  Together  with the Aaa group they  comprise  what are generally
known as high grade bonds.  They are rated lower than Aaa bonds because  margins
of protection may not be as large or  fluctuation of protective  elements may be
of  greater  amplitude  or there may be other  elements  present  which make the
long-term risks appear somewhat larger than in Aaa securities.

    A:  Tax-exempt  bonds which are rated A possess  many  favorable  investment
attributes and are to be considered as upper medium grade  obligations.  Factors
giving  security to principal and interest are considered  adequate but elements
may be present which  suggest a  susceptibility  to  impairment  sometime in the
future.


                                       21
<PAGE>

    Baa:  Tax-exempt  bonds which are rated Baa are  considered  as medium grade
obligations,  i.e.,  they are  neither  highly  protected  nor  poorly  secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  characteristically  lacking  or  may  be
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact may have speculative characteristics as well.

    Ba:  Tax-exempt  bonds  which  are rated Ba are  judged to have  speculative
elements;  their  future  cannot  be  considered  as  well-assured.   Often  the
protection of interest and principal payments may be very moderate,  and thereby
not  well  safeguarded  during  other  good  and  bad  times  over  the  future.
Uncertainty of position characterizes bonds in this class.

    B: Tax-exempt bonds which are rated B generally lack  characteristics of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

     Caa: Tax-exempt bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present  elements  of danger  with  respect to
principal or interest.

     Ca:  Tax-exempt  bonds which are rated Ca represent  obligations  which are
speculative  in high  degree.  Such  issues  are often in  default or have other
marked shortcomings.

    C:  Tax-exempt  bonds which are rated C are the lowest rated class of bonds,
and issues so rated can be regarded as having  extremely  poor prospects of ever
attaining any real investment standing.

    Moody's  applies  numerical  modifiers  (1, 2 and 3) in each generic  rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating  category;  modifier 2  indicates  a mid-range  ranking;  and  modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.

Tax-Exempt Notes

    Moody's  ratings  for  tax-exempt  notes  and  other  short-term  loans  are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences  between short-term and long-term credit risk. Loans bearing the
designation  MIG 1 are  of the  best  quality,  enjoying  strong  protection  by
established  cash  flows of funds  for their  servicing  or by  established  and
broad-based access to the market for refinancing.  Loans bearing the designation
MIG 2 are of high  quality,  with margins of  protection  ample  although not so
large as in the  preceding  group.  Loans bearing the  designation  MIG 3 are of
favorable  quality,  with all security  elements  accounted  for but lacking the
undeniable  strength of the preceding  grades.  Market access for refinancing in
particular, is likely to be less well established. Notes bearing the designation
MIG 4 are judged to be of adequate  quality,  carrying  specific risk but having
protection  commonly  regarded  as required of an  investment  security  and not
distinctly or predominantly speculative.

Commercial Paper

    Moody's  Commercial  Paper Ratings are opinions of the ability of issuers to
repay  punctually  promissory  senior  debt  obligations  not having an original
maturity in excess of one year.  Issuers rated  "Prime-1" or "P-1" indicates the
highest quality repayment capacity of the rated issue.

    The  designation  "Prime-2" or "P-2"  indicates that the issuer has a strong
capacity for repayment of senior  short-term  promissory  obligations.  Earnings
trends and  coverage  ratios,  while sound,  may be more  subject to  variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternative liquidity is maintained.

    The  designation  "Prime-3"  or  "P-3"  indicates  that  the  issuer  has an
acceptable  capacity for repayment of  short-term  promissory  obligations.  The
effect  of  industry   characteristics  and  market  compositions  may  be  more
pronounced.  Variability in earnings and  profitability may result in changes in
the  level of debt  protection  measurements  and may  require  relatively  high
financial leverage. Adequate alternate liquidity is maintained.

    Issues  rated  "Not  Prime"  do not  fall  within  any of the  Prime  rating
categories.



                                       22
<PAGE>

Standard & Poor's Corporation ("S&P")
Tax-Exempt Bonds

     AAA: Tax-exempt bonds rated AAA are highest grade obligations.  Capacity to
pay interest and repay principal is extremely strong.

    AA:  Tax-exempt  bonds  rated AA have a very high  degree of safety and very
strong capacity to pay interest and repay principal and differs from the highest
rated issues only in small degree.

    A: Tax-exempt bonds rated A are regarded as upper medium grade.  They have a
strong  degree  of safety  and  capacity  to pay  interest  and repay  principal
although it is somewhat more susceptible in the long term to the adverse effects
of changes in  circumstances  and economic  conditions than debt in higher rated
categories.

    BBB: Tax-exempt bonds rated BBB are regarded as having a satisfactory degree
of safety and  capacity  to pay  interest  and re-pay  principal.  Whereas  they
normally exhibit adequate protection parameters,  adverse economic conditions or
changing  circumstances  are more  likely to lead to a weakened  capacity to pay
interest  and  re-pay  principal  for bonds in this  category  than for bonds in
higher rated categories.

    BB, B, CCC,  CC:  Tax-exempt  bonds rated BB, B, CCC and CC are  regarded on
balance,  as predominantly  speculative with respect to capacity to pay interest
and pre-pay principal in accordance with the terms of the bond. BB indicates the
lowest degree of  speculation  and CC the highest degree of  speculation.  While
such bonds will likely have some quality and protective  characteristics,  these
are  outweighed  by  large  uncertainties  or major  risk  exposure  to  adverse
conditions.

     C: The rating C is reserved  for income bonds on which no interest is being
paid.

     D: Bonds rated D are in default,  and payment of interest and/or  repayment
of principal is in arrears.

    NR: Indicates that no rating has been requested,  that there is insufficient
information  on which to base a  rating  or that S&P does not rate a  particular
type of bond as a matter of policy.

Municipal Notes

    SP-1:  Very strong or strong  capacity to pay principal and interest.  Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

    SP-2:  Satisfactory capacity to pay principal and interest.

Commercial Paper

    S&P  Commercial  Paper ratings are current  assessments of the likelihood of
timely payment of debts having an original maturity of no more than 365 days.

    A-1:  The A-1  designation  indicates  that the  degree of safety  regarding
timely payment is very strong.

    A-2:  Capacity  for  timely  payment  on  issues  with this  designation  is
satisfactory.  However,  the  relative  degree  of  safety is not as high as for
issues designated "A-1".

    A-3:  Issues  carrying this  designation  have adequate  capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.

    B: Issues  rated "B" are regarded as having only a speculative  capacity for
timely payment.

    C: This  rating is assigned to short-term debt  obligations  with a doubtful
capacity of payment.

    D:  Debt rated "D" is in payment default.



                                       23
<PAGE>

    NR: Indicates that no rating has been requested,  that there is insufficient
information  on which to base a  rating  or that S&P does not rate a  particular
type of bond as a matter of policy.

     The ratings  assigned by S&P may be modified by the  addition of a plus (+)
or minus (-) sign to show relative standing within its major rating categories.

   
                                   APPENDIX B

Special Factors Affecting the Colorado Tax-Exempt Series

    Because of  limitations  contained in the state  constitution,  the State of
Colorado issues no general obligation bonds secured by the full faith and credit
of the state.  Several  agencies and  instrumentalities  of state government are
authorized by statute to issue bonds secured by revenues from specific  projects
and  activities.  Additionally,  the  state is  authorized  to issue  short-term
revenue anticipation notes.

    There  are  approximately  1,800  units of  local  government  in  Colorado,
including counties,  statutory cities and towns,  home-rule cities and counties,
charter cities,  school  districts and a variety of water,  irrigation and other
special  improvement  districts,  all with various  constitutional and statutory
authority to levy taxes and incur indebtedness.  The major source of revenue for
funding the  indebtedness  is the ad valorem  property tax,  which  presently is
imposed and  collected  solely at the local  level,  although  the state is also
authorized to levy the tax, and revenue from special projects.  Residential real
property was assessed at 12.86% of its actual value in 1994.  All other property
is assessed at 29% of its actual  value except  producing  mines and oil and gas
leaseholds and lands.  Oil and gas leaseholds and lands are assessed at 87.5% on
primary recovery and 75% on secondary recovery.

    In  November  1992,  voters  in  Colorado  adopted  a  state  constitutional
amendment known as Amendment 1 and as The Taxpayer's  Bill of Rights  ("TABOR").
Its provisions  generally apply to the state or any local government,  excluding
enterprises.  An enterprise is a government-owned  business  authorized to issue
its own revenue bonds and receiving  under 10% of annual  revenue in grants from
other  Colorado  state and local  governments  combined.  TABOR  requires  voter
approval in advance for nearly all new taxes,  tax rate  increases,  mill levies
above that for the prior year, assessment valuation ratio increases,  extensions
of expiring  taxes,  and policy  changes  which cause a net tax revenue gain, as
well as creation of debt and financial obligations without adequate present cash
reserves  pledged  irrevocably  and held for payments in all  applicable  future
fiscal years. TABOR also imposes spending limits and revenue limits on state and
local governments.

    State General Fund and cash non-exempt revenues appear to be below the TABOR
limit for both fiscal  years  1994-95 and  1995-96.  In fiscal year  1994-95 the
state TABOR limit is estimated to be 7.1%. For 1995-96, the state TABOR limit is
forecast to be 6.5%.

    The final figure for fiscal year 1993 for assessed value of all taxable real
property  in the  state  is  $28,890,934,470  of  which  approximately  46.3% is
residential,  and 32% is commercial and industrial.  Total revenue from property
taxes in 1993 was  $2,421,775,987.  Figures  for  fiscal  year  1994 are not yet
available.

    The factors outlined below are generally  indicative of the current economic
status  of the State of  Colorado.  There can be no  assurance  that  additional
factors or further  economic  difficulties  and their  impact on state and local
government finances will not adversely affect the market value of obligations of
the Colorado  Tax-Exempt Series or the ability of the respective obligors to pay
debt service on certain of such obligations.

    Colorado  experienced a 2.9%  increase in population in 1993,  the strongest
since 1983, with a net positive migration of approximately  70,300.  Preliminary
estimates  indicate  in-migration and population  growth continued at a somewhat
lower rate in 1994 - 2.5%.  Positive  migration  into  Colorado  is  expected by
Colorado  economists  to  continue  through  1995,  although  at a slower  pace.
Population growth of between 1.7% - 2.2% has been predicted for 1995.

    Local economists have predicted  employment  growth of 2.7% in 1995. This is
somewhat lower than the approximately 3.1% - 3.5% rate for 1994 and considerably
lower than the approximately 4.3% - 4.7% rate for 1993. The growth of employment
in the Colorado  economy over the last few years has been largely  attributed to
several large public works projects, most notably the new international airport.
However, the closure of Lowry Air Force Base, the construction layoffs that have
resulted  from  near-completion  of the new  airport,  as well as layoffs in the
transportation,  public utility, and communications  sectors have contributed to
the slower growth which began in 1994 and is expected to continue in 1995.


                                       24
<PAGE>

While the rate of employment  growth is slowing in Colorado it continues to grow
at rates above the nation's.

    The  increase  in personal  income in 1994 is  estimated  at 6.7%.  Colorado
economists  generally  expect a decline  in 1995.  In 1994,  the  Denver-Boulder
metropolitan area's inflation rate outpaced nationwide  inflation - projected to
be 4.4% compared to 2.6% for the nation. A forecast for 1995 is 4.2% versus 2.9%
for the nation.  Retail sales increased by approximately  11.3% in 1994, up from
the 1993 increase of approximately  9.7%. Colorado economists are forecasting an
increase in retail sales of between 6.6% to 7.5% in 1995.

    Colorado's  home-building  industry  showed  strong growth from 1990 through
1994,  and appears to have peaked in 1994.  New housing  permits are expected to
decrease by as much as 6.4% in 1995  (although  one  estimate  calls for a small
increase in 1995).  Non-residential  construction showed a decrease of somewhere
between  4.0% - 7.4% in  1994,  with  estimates  for 1995  that are  mixed - one
forecast  calls for a decrease  of 3.2% while  another  expected  an increase of
8.3%.

    Colorado's  economy has experienced a relative boom over the last few years,
due in large part to the impact of several major public works projects which are
now nearing completion. This, together with the closing of Lowry Air Force Base,
has  contributed to the slowdown in Colorado which began in 1994 and is expected
to continue in 1995.  Colorado remains  sensitive to the national business cycle
and  Colorado's  growth  may be far  lower  than  forecast  to the  extent it is
affected by that cycle.

Special Factors Affecting the Georgia Tax-Exempt Series

    Since 1973 the long-term debt  obligations of the State of Georgia have been
issued in the form of general  obligation debt. Prior to 1973 all of the State's
long-term  obligations were issued by ten separate State authorities and secured
by lease rental agreements between the authorities and various State departments
and agencies.  Currently, Moody's rates Georgia general obligation bonds Aaa and
Standard  & Poor's  rates such bonds  AA+.  There can be no  assurance  that the
economic and political conditions on which these ratings are based will continue
or that particular obligation issues may not be adversely affected by changes in
economic, political or other conditions that do not affect the above ratings.

    In addition to general obligation debt, the Georgia Constitution permits the
issuance by the State of certain  guaranteed  revenue debt.  The State may incur
guaranteed   revenue  debt  by  guaranteeing  the  payment  of  certain  revenue
obligations issued by an instrumentality of the State. The Georgia  Constitution
prohibits the  incurring of any general  obligation  debt or guaranteed  revenue
debt if the highest  aggregate  annual  debt  service  requirement  for the then
current year or any subsequent  fiscal year for outstanding  general  obligation
debt and guaranteed  revenue debt,  including the proposed debt, and the highest
aggregate  annual  payments for the then current year or any  subsequent  fiscal
year of the State under all contracts  then in force to which the  provisions of
the second  paragraph of Article IX,  Section VI,  Paragraph I(a) of the Georgia
Constitution  of 1976  (supplanted by the  Constitution of 1983) are applicable,
exceed 10% of the total revenue receipts, less refunds, of the State treasury in
the fiscal year  immediately  preceding the year in which any such debt is to be
incurred.  As of November 1994, the State's  highest total annual  commitment in
any current or subsequent fiscal year equalled 17% of fiscal year 1994 estimated
receipts.

    The Georgia  Constitution  also  permits  the State to incur  public debt to
supply a temporary deficit in the state treasury in any fiscal year created by a
delay in collecting  the taxes of that year.  Such debt must not exceed,  in the
aggregate, 5% of the total revenue receipts, less refunds, of the state treasury
in the  fiscal  year  immediately  preceding  the  year in  which  such  debt is
incurred.  The debt  incurred  must be repaid  on or before  the last day of the
fiscal  year in which it is to be  incurred  out of the  taxes  levied  for that
fiscal  year.  No such debt may be  incurred in any fiscal year if there is then
outstanding  unpaid debt from any  previous  fiscal  year which was  incurred to
supply a temporary  deficit in the state  treasury.  No such short-term debt has
been incurred  under this  provision  since the inception of the  constitutional
authority referred to in this paragraph.

    The obligations  held from  time-to-time  in the Georgia Series will,  under
present law, have a very high  likelihood of having been validated and confirmed
in a judicial proceeding prior to issuance.  The legal effect of a validation in
Georgia is to render incontestable the validity of the pertinent obligations and
the security therefor.  Certain obligations of certain governmental  entities in
the  State  are  not  required  to be  validated  and  confirmed;  however,  the
percentage of such  non-validated  obligations  would be very low in relation to
all outstanding tax-exempt obligations issued within the State.

    The State operates on a fiscal year beginning July 1 and ending June 30. For
example, "fiscal 1994" refers to the year ended June 30, 1994.


                                       25
<PAGE>

    Based on data issued by the State of Georgia  for fiscal  year 1994,  income
tax receipts and sales tax receipts of the State for fiscal year 1994  comprised
approximately 43.9% and 34.5%, respectively, of the State tax receipts. Further,
such data shows that total State tax receipts  for fiscal 1994  ($9,409,562,090)
increased by  approximately  12.74% over such  collections in fiscal 1993. As of
November 1994, the State estimates tax receipts for 1995 at $9,813,760,431.

    The average  annual  employment  retake of the  civilian  labor force in the
State for August 1994 was 5.9%  according to  preliminary  data  provided by the
Georgia Department of Labor. The Metropolitan Atlanta area, which is the largest
employment center in the area comprised of Georgia and its five bordering states
and which accounts for approximately 42% of the State's population, has for some
time enjoyed a lower rate of unemployment  than the State considered as a whole.
In  descending  order,  wholesale  and retail  trade,  services,  manufacturing,
government and transportation  comprise the largest sources of employment within
the State.

    In March 1989,  the U.S.  Supreme Court (in Davis v. Michigan  Department of
Treasury) ruled unconstitutional the imposition of state income taxes on federal
retirement  benefits  when  state and local  benefits  were not  taxed.  Related
lawsuits were filed against Georgia  seeking  refunds for a period  beginning in
1980,  producing a maximum potential liability estimated at $591 million.  Under
the State's  three-year  statute of limitations,  however,  maximum liability is
reported at $100 million.  On December 6, 1994, the U.S.  Supreme Court reversed
the Georgia  Supreme  Court's  decision in Reich v.  Collins  (1993),  which had
determined  that the plaintiff  federal  retiree was not entitled to a refund of
taxes paid on federal retirement pension benefits for the tax years before 1989.
The U.S.  Supreme Court in Reich remanded the case to the Georgia  Supreme Court
"for the provision of meaningful  backward-looking  relief  consistent  with due
process and the McKesson line of cases." Further  proceedings before the Georgia
Supreme Court have not been scheduled.

    Many  factors  affect  and could  have an  adverse  impact on the  financial
condition of the State and other issuers of long-term debt obligations which may
be  held in the  Georgia  Series,  including  national,  social,  environmental,
economic and political policies and conditions, many of which are not within the
control of the State or such issuers.  It is not possible to predict  whether or
to what extent those factors may affect the State and other issuers of long-term
debt  obligations  which may be held in the portfolio of the Georgia  Series and
the impact thereof on the ability of such issuers to meet payment obligations.

    The  sources  of the  information  are the  official  statements  of issuers
located in Georgia,  other publicly available documents and oral statements from
various Federal and State agencies.

Special Factors Affecting the Louisiana Tax-Exempt Series

    Under  Louisiana  law,  certain  bonds and  obligations  constitute  general
obligations of the State of Louisiana or are backed by the full faith and credit
of the State of Louisiana,  and certain bonds and obligations do not or are not.
The Louisiana Tax-Exempt Series invests in both types of obligations.

    The Bond Security and Redemption Fund of the State of Louisiana  secures all
general  obligation  bonds of the State of Louisiana  issued pursuant to Article
VII,  Sections  6(A) and 6(B) of the  constitution  of Louisiana and those bonds
issued by State  agencies or  instrumentalities  which are backed by the State's
full faith and credit, pari passu. With certain exceptions,  all money deposited
in the State Treasury is credited to the Bond Security and  Redemption  Fund. In
each  fiscal  year,  an  amount  sufficient  to pay all of the  State's  current
obligations which are secured by its full faith and credit is allocated from the
Bond  Security  and  Redemption  Fund.  After  such  allocation,   with  certain
exceptions,  any money  remaining in the Bond  Security and  Redemption  Fund is
credited to the State General Fund.

    Any bonds  issued by the State of Louisiana  other than  general  obligation
bonds,  or any bonds  issued by the State of  Louisiana or any other issuer that
are not backed by the full faith and  credit of the State of  Louisiana  are not
entitled to the benefits of the Bond Security and Redemption Fund.

    The  legislature  has limited its ability to authorize  certain debt and the
State Bond Commission's  ability to issue certain bonds. The legislature may not
authorize general obligation bonds or other general  obligations  secured by the
full faith and credit of the State if the amount of authorized but unissued debt
plus the amount of outstanding debt exceeds twice the average annual revenues of
the Bond Security and Redemption  Fund for the last three fiscal years completed
prior to such authorization.  This debt limitation is not applicable to or shall
not include the  authorization  of refunding bonds secured by the full faith and
credit of the State, to authorized or outstanding bond anticipation notes, or to
the issuance of revenue  anticipation  notes. Bond anticipation notes are issued
in  anticipation  of the  sale  of duly  authorized  bonds  or to  fund  capital
improvements.  The State Bond Commission may not issue general  obligation bonds
or other general  obligations  secured by


                                       26
<PAGE>

the full faith and credit of the State at any time when the highest  annual debt
service  requirement  for the current or any  subsequent  fiscal  years for such
debt,  including  the debt  service  on such  bonds or  other  obligations  then
proposed  to be sold by the State Bond  Commission,  exceeds  10% of the average
annual  revenues of the Bond  Security  and  Redemption  Fund for the last three
fiscal years  completed  prior to such  issuance.  This debt  limitation  is not
applicable  to the  issuance or sale by the State Bond  Commission  of refunding
bonds  secured by the full faith and credit of the State of Louisiana or to bond
anticipation notes.

    A new  limitation on State  borrowing has been  established as a result of a
constitutional amendment passed by the voters of Louisiana in October 1993. As a
result of the amendment,  the State Bond Commission may not approve the issuance
of general  obligation  bonds secured by the full faith and credit of the State,
or bonds secured by self-support revenues which in the first instance may not be
sufficient  to pay debt  service and will then draw on the full faith and credit
of the State, if the debt service requirement exceeds a specified percent of the
estimate of money to be received by the State general fund and  dedicated  funds
for each respective fiscal year as contained in the official forecast adopted by
the Revenue Estimating  Conference at its first meeting at the beginning of each
fiscal year. The percentages are set on a graduated scale,  beginning with 13.1%
for the 1993-1994  fiscal year and  descending to 6.0% for the 2003-2004  fiscal
year and  thereafter.  The intent of the amendment is to reduce State  borrowing
over time so that  there is some  limit put on the debt  service  portion of the
State budget.

    The State Bond Commission may also issue and sell revenue anticipation notes
to avoid temporary cash flow deficits.  These notes are payable from anticipated
cash,  as  reflected  in the  most  recent  official  forecast  of  the  Revenue
Estimating  Conference.  Unless  issued in  accordance  with the  provisions  of
Article  VIII,  Section  6(A)  of  the  State  Constitution,  the  notes  do not
constitute a full faith and credit obligation of the State.

    The foregoing  limitations on indebtedness  imposed upon the legislature and
the State  Bond  Commission  do not apply to  obligations  that are not  general
obligations  of the State of  Louisiana or that are not backed by the full faith
and credit of the State of Louisiana.

    Although the manner in which the Bond Security and Redemption  Fund operates
is intended to adequately fund all obligations  that are general  obligations of
the State, or that are secured by the full faith and credit of the State,  there
can be no assurance that particular  bond issues will not be adversely  affected
by expected  budget  gaps.  In this regard,  the State's  fiscal  condition  has
degenerated  from a recurring  budget problem of $250 to $300 million dollars in
fiscal year 1988 to a recurring  problem of $700 million  dollars in fiscal year
1992. A significant  component of Louisiana's annual budget burden arises out of
its debt service  obligations  which are the highest per capita of any of the 14
southern  states.  According to the 1990 United States Census Bureau,  Louisiana
had a $226 per capita  debt  service  interest  payment,  compared  with $39 per
capita in  Mississippi  and $28 per capita in the State of Texas.  Other factors
attributing to Louisiana's budget gap are the decline in mineral revenues,  weak
sales tax  collections,  expiration of certain  taxes,  increases in certain tax
credits and the prior  utilization  of one time monies to balance  earlier state
budgets.

    Tax increases enacted in 1993 and increased gaming revenues are reducing the
State's recurring fiscal deficit problem.  A small surplus occurred in 1993. The
State of  Louisiana  has  announced a potential  budget  surplus for fiscal year
1994-95.  These surplus  funds,  under  current  laws,  should be used to retire
existing debt. The current surplus cannot be relied upon to assure that a fiscal
1995-96 deficit will not occur which would necessitate further budget reductions
or tax increases.

    These same conditions could also adversely affect bonds that are not general
obligations  of the State or that are not  entitled to the full faith and credit
of the  State  and that  therefore  are not  secured  by the Bond  Security  and
Redemption Fund.  Examples of these bonds include general obligation parish bond
issues,  revenue  bonds  issued by the State of  Louisiana  or a parish or other
political subdivision or agency, and industrial development bonds. Revenue bonds
are  payable  only from  revenues  derived  from a specific  facility or revenue
source.  Industrial  development  bonds  are  generally  secured  solely  by the
revenues  derived from payments  made by the  industrial  user.  With respect to
bonds  issued  by local  political  subdivisions  or  agencies,  because  the 64
parishes  within the State of  Louisiana  are  subject to their own  revenue and
expenditure problems, current and long-term adverse developments affecting their
revenue sources and their general economy may have a detrimental  impact on such
bonds.  Similarly,  current adverse developments affecting Louisiana's state and
local economy could have a  detrimental  impact on revenue bonds and  industrial
development bonds.

    Louisiana gained over 48,000 net new jobs between June 1993 and June 1994. A
3% growth rate in  employment  and 3.86% rise in wages places these growth rates
close to the national average rates. Services employment contributed half of the
job gains with medical and business  services being the principal sources of job
growth.  Gaming employment within


                                       27
<PAGE>

the amusement and recreation service category contributed 4,500 jobs.

    The  unemployment  rate in July 1994 was 7.7% - an  increase  from the prior
year rate of 7.1%  (August  1993).  The rise in  unemployment  was  caused by an
increase in net immigration of workers to Louisiana  faster than the rate of job
gains. The state labor force increased by 80,300 persons between August 1993 and
July 1994. All major sectors of the Louisiana  economy gained jobs over the past
year except for manufacturing, which had a small loss of only 780 jobs.

Special Factors Affecting the Maryland Tax-Exempt Series

    Some of the significant financial considerations relating to the investments
of the  Maryland  Series  are  summarized  below.  This  information  is derived
principally  from  official  statements  released on or before  October 5, 1994,
relating to issues of Maryland obligations and does not purport to be a complete
description.

    The State's  total  expenditures  for the fiscal years ending June 30, 1992,
June 30,  1993 and June 30,  1994 were  $11.585  billion,  $11.786  billion  and
$12.351  billion,  respectively.  As of October 5, 1994, it was  estimated  that
total  expenditures for fiscal year 1995 would be $13.374  billion.  The State's
General Fund,  representing  approximately  55%-60% of each year's total budget,
had a deficit on a budgetary basis of $56 million in fiscal year 1992, a surplus
of $11  million in fiscal  year 1993 and a surplus of $60 million in fiscal year
1994.  The  Governor of Maryland  reduced  fiscal  year 1993  appropriations  by
approximately  $56  million to offset the fiscal  year 1992  deficit.  The State
Constitution mandates a balanced budget.

    In April 1994, the General  Assembly  approved the $13.3 billion 1995 fiscal
year  budget.  The Budget  includes  $2.6  billion  in aid to local  governments
(reflecting  a $102.4  million  increase in funding over 1994 that  provides for
substantial  increases in education,  health and police aid), and $104.8 million
in general fund deficiency  appropriations  for fiscal year 1994, of which $60.5
million is a legislatively  mandated  appropriation to the Revenue Stabilization
Account  of the State  Reserve  Fund.  The  Revenue  Stabilization  Account  was
established  in 1986 to retain State revenues for future needs and to reduce the
need for  future  tax  increases.  When  the 1995  Budget  was  enacted,  it was
estimated  that the general fund surplus on a budgetary  basis at June 30, 1995,
would be  approximately  $9.7 million;  as of October 5, 1994,  the estimate was
$49.5  million,  which  reflects the actual  general fund surplus on a budgetary
basis at June 30, 1994, of $60 million.

    The public  indebtedness  of Maryland and its  instrumentalities  is divided
into three basic types.  The State issues general  obligation  bonds for capital
improvements  and  for  various  State-sponsored  projects.  The  Department  of
Transportation  of  Maryland  issues  limited,   special  obligation  bonds  for
transportation purposes payable primarily from specific, fixed-rate excise taxes
and other revenues  related  mainly to highway use.  Certain  authorities  issue
obligations  payable solely from specific  non-tax  enterprise fund revenues and
for  which  the  State  has no  liability  and has  given  no  moral  obligation
assurance.

    According to recent available ratings, general obligation bonds of the State
of  Maryland  are  rated  "AAA"  by  Moody's  and  "AAA"  by  Standard  & Poor's
Corporation,  as are those of the largest county of the State, i.e.,  Montgomery
County in the suburbs of Washington,  D.C. General obligation bonds of Baltimore
County,  a separate  political entity  surrounding  Baltimore City and the third
largest  county in the State are rated  "AAA" by Moody's and "AA+" by Standard &
Poor's  Corporation.  General  obligation bonds of Prince George's  County,  the
second largest  county,  which is also in the suburbs of  Washington,  D.C., are
rated "AA" by Moody's  and "AA-" by Standard & Poor's  Corporation.  The general
obligation  bonds of those other counties of the State that are rated by Moody's
carry an "A" rating or better.  The most  populous  municipality  in Maryland is
Baltimore City, the general  obligation bonds of which are rated "A1" by Moody's
and "A" by  Standard & Poor's  Corporation.  The  Washington  Suburban  Sanitary
District,  a bi-county  agency providing water and sewage services in Montgomery
and Prince George's  Counties,  issues general  obligation  bonds rated "AA1" by
Moody's and "AA" by Standard & Poor's.

    While the ratings and other factors  mentioned  above indicate that Maryland
and its  principal  subdivisions  and  agencies,  overall,  are in  satisfactory
economic health,  there can, of course,  be no assurance that this will continue
or that particular bond issues may not be adversely affected by changes in state
or local economic or political conditions.

Special Factors Affecting the Massachusetts Tax-Exempt Series

    The Commonwealth of  Massachusetts  and certain of its cities and towns have
at certain times in the past experienced  serious financial  difficulties  which
have adversely affected their credit standing.  The recurrence of such financial
difficulties  could adversely affect the market values and  marketability of, or
result  in  default  in  payment  on,  outstanding  obligations  issued  by  the
Commonwealth or its public  authorities or municipalities.  In addition,  recent
developments  regarding  the


                                       28
<PAGE>

Massachusetts statutes which limit the taxing authority of certain Massachusetts
governmental   entities   may  impair  the   ability  of  the  issuers  of  some
Massachusetts   Tax-Exempt   Obligations  to  maintain  debt  service  on  their
obligations.

    Annual  expenditures by the Commonwealth for programs and services  provided
by state  government  for fiscal years 1990 and 1991 exceeded total current year
revenues.  In order to fund the fiscal 1990 budgetary deficit (and certain prior
year Medicaid reimbursement  payments),  the legislature authorized the issuance
of up to $1.42 billion of bonds. Retroactive application of the proceeds of such
bonds would have  resulted in fiscal 1990  positive  closing  balances of $258.3
million on an adjusted basis.  Total  expenditures  for fiscal 1991 were $13.935
billion and total  revenues were $13.913  billion,  resulting in a $21.2 million
operating loss.  Application of the adjusted fiscal 1990 fund balances of $258.3
million  resulted in a final fiscal 1991  budgetary  surplus of $237.1  million.
Total expenditures and other uses for fiscal 1992 totalled approximately $13.914
billion and total  revenues and other  sources  totalled  approximately  $14.226
billion.  Overall, the budgeted operating funds ended fiscal 1992 with an excess
of revenues and other sources over  expenditures and other uses of $312 million,
and  with  positive  fund  balances  of   approximately   $549  million.   Total
expenditures  and other  uses for fiscal  1993  totalled  approximately  $15.193
billion and total  revenues and other  sources  totalled  approximately  $15.206
billion.  Overall, the budgeted operating funds ended fiscal 1993 with an excess
of revenues and other sources over  expenditures  and other uses of $13 million,
and  with  positive  fund  balances  of   approximately   $563  million.   Total
expenditures  and other  uses for fiscal  1994  totalled  approximately  $15.952
billion and total  revenues and other  sources  totalled  approximately  $15.979
billion,  resulting in an excess of revenues and other sources over expenditures
and other uses of $27  million and in positive  fund  balances of  approximately
$589 million.

    The  fiscal  1995  budget is based on  estimated  total  revenues  and other
sources of approximately $16.734 billion.  Total expenditures and other uses for
fiscal 1994 are currently estimated at approximately $16.852 billion. The fiscal
1995 budget proposes that the $118 million difference between estimated revenues
and other sources and expenditures and other uses be provided for by application
of the beginning fund balances for fiscal 1995, to produce estimated ending fund
balances for fiscal 1995 of approximately  $471 million.  The fiscal 1995 budget
is based upon numerous spending and revenue estimates,  the achievement of which
cannot be assured.

    In  Massachusetts,  the tax on  personal  property  and real  estate  is the
principal  source of tax  revenues  available  to cities and towns to meet local
costs.  "Proposition 2 1/2", an initiative petition adopted by the voters of the
Commonwealth  of  Massachusetts  on  November  4,  1980,  limits  the  power  of
Massachusetts  cities and towns and certain  tax-supported  districts and public
agencies to raise  revenue  from  property  taxes to support  their  operations,
including the payment of debt service.  Proposition 2 1/2 required  those cities
and towns with property tax levies in excess of 2 1/2% of the full and fair cash
value of their taxable real estate and personal  property to reduce their levies
to the 2 1/2% level.  It also limited  each year's  increase in the tax levy for
all  cities  and  towns to 2 1/2% of the  prior  year's  maximum  levy,  with an
exception  for  certain  property  added  to  the  tax  rolls  and  for  certain
substantial valuation increases other than as part of a general reevaluation.

    The  reductions  in  local  revenues  and  anticipated  reductions  in local
personnel and services  resulting  from  Proposition 2 1/2 created strong demand
for   substantial   increases  in  state  funded  local  aid,  which   increased
significantly  in fiscal years 1982 through 1989. The effect of this increase in
local aid was to shift a major  part of the impact of  Proposition  2 1/2 to the
Commonwealth.  Because of decreased  Commonwealth  revenues,  local aid declined
significantly  in fiscal 1990,  1991 and 1992.  Local aid increased  somewhat in
fiscal 1993 and fiscal 1994 and is expected to increase again in fiscal 1995.

    Limitations  on state tax  revenues  have been  established  by  legislation
approved  by the  Governor on October  23,  1986 and by an  initiative  petition
approved by the voters on November 4, 1986. The two measures are inconsistent in
several  respects,  including  the  methods  of  calculating  the limits and the
exclusions  from the limits.  The initiative  petition,  unlike its  legislative
counterpart,  contains no exclusion for debt service on  Commonwealth  bonds and
notes.  Under both  measures,  excess  revenues are returned to taxpayers in the
form of  lower  taxes.  It is not yet  clear  how  differences  between  the two
measures will be resolved.  State tax revenues in fiscal 1987 did exceed the tax
limit imposed by the initiative  petition by an estimated  $29.2  million.  This
amount  was  returned  to the  taxpayers  in the  form of a tax  credit  against
calendar year 1987 personal  income tax liability  pursuant to the provisions of
the initiative petition. State tax revenues since fiscal 1988, have not exceeded
the  limit  imposed  by  either  the  initiative  petition  or  the  legislative
enactment.

    The Commonwealth maintains financial information on a budgetary basis. Since
fiscal year 1986, the Comptroller also has prepared annual financial  statements
in accordance with generally accepted accounting principles (GAAP) as defined by
the Government  Accounting  Standards  Board.  GAAP basis  financial  statements
indicate that the Commonwealth ended fiscal 1990, 1991, 1992, 1993 and 1994 with
fund deficits of approximately $1.896 billion,  $761.2 million,  $397.4 million,
$184.1 million and $72 million, respectively.


                                       29
<PAGE>

Special Factors Affecting the Michigan Tax-Exempt Series

    The principal sectors of Michigan's diversified economy are manufacturing of
durable goods  (including  automobiles  and  components  and office  equipment),
tourism and  agriculture.  As reflected in historical  employment  figures,  the
State's economy has lessened its dependence upon durable goods manufacturing. In
1960,  employment in such industry  accounted for 33% of the State's  workforce.
This figure fell to 17.3% in 1991. However,  such manufacturing  continues to be
an important part of the State's economy.  The particular  industries are highly
cyclical and in the period 1994-95 are expected to operate at somewhat less than
full  capacity but at higher  levels than in the  immediate  prior  years.  This
factor can usually  adversely  affect the  revenue  streams of the State and its
political  subdivisions  because it adversely impacts tax sources,  particularly
sales taxes,  income taxes and single business taxes.  The Michigan General Fund
balances for the 1989-90 and 1990-91 fiscal years were negative $310 million and
$169.4 million,  respectively.  Subsequent administration and legislative action
had a positive  impact on the fiscal 1990-91 budget and eliminated  this deficit
and also  eliminated the $310 million  deficit carried forward from the previous
fiscal  year.  The State's  budget for the 1991-92  fiscal year was  balanced by
several  measures taken by the  Administration  and the  Legislature  during the
fiscal year.  The State's  budgets for the 1992-93 and 1993-94 fiscal years were
balanced  during  the  fiscal  years  by a  combination  of line  veto,  deficit
reduction compromise package and some increased revenues. Similar administration
and  legislative  action is anticipated  with respect to the 1994-95 fiscal year
budget.  On August 19, 1993,  the Governor of the State signed into law Act 145,
Public  Acts  of  Michigan,  1993  ("Act  145"),  a  measure  which  would  have
significantly  impacted financing of primary and secondary school operations and
which  has  resulted  in  additional  property  tax and  school  finance  reform
legislation. In order to replace local property tax revenues lost as a result of
Act 145, the Michigan  Legislature,  in December 1993,  enacted several statutes
which  address  property  tax and school  finance  reform.  The property tax and
school finance reform measures  included a ballot proposal  ("Proposal A") which
was subject to voter  approval  and in fact  approved on March 15,  1994.  Under
Proposal A as approved,  effective May 1, 1994,  the State sales and use tax was
increased  from 4% to 6%, the State income tax was decreased  from 4.6% to 4.4%,
the cigarette  tax was increased  from $0.25 to $0.75 per pack and an additional
tax of 16% of the  wholesale  price will be imposed  on  certain  other  tobacco
products. A 2% real estate transfer tax is effective January 1, 1995, which will
decrease to 0.75% in April of 1995. Beginning in 1994, a State property tax of 6
mills is now imposed on all real and personal property  currently subject to the
general property tax. All local school boards can, with voter approval,  levy up
to the  lesser  of 18 mills or the  number of mills  levied  in 1993 for  school
operating purposes,  on non-homestead  property.  Proposal A contains additional
provisions  regarding the ability of local school districts to levy supplemental
property  taxes as well as a limit on  assessment  increases  for each parcel of
property,  beginning in 1995 to the lesser of 5% or the rate of inflation.  When
property is  subsequently  sold,  its assessed  value will revert to the current
assessment  level of 50% of true  cash  value.  Under  Proposal  A,  much of the
additional  revenue  generated  by the new taxes will be  dedicated to the State
School Aid Fund.  Proposal A shifts  significant  portions  of the cost of local
school operations from local school districts to the State and raises additional
State  revenues  to fund  these  additional  State  expenses.  These  additional
revenues will be included within the State's  constitutional revenue limitations
and may impact the State's ability to raise  additional  revenues in the future.
Currently,  the State's general  obligation bonds are rated A1 by Moody's and AA
by Fitch.  On January  23,  1991,  S&P placed the  State's  general  obligation,
unenhanced debt on CreditWatch with negative implications for S&P's AA rating on
such debt.  On July 29,  1991,  S&P  removed  the  State's  general  obligation,
unenhanced  debt from such  CreditWatch  and did not  modify  its rating on such
debt. To the extent that the portfolio of Michigan  municipal bonds is comprised
of revenue or general  obligations of local  governments or authorities,  rather
than  general  obligations  of the State of Michigan,  ratings on such  Michigan
obligations  will be  different  from those given to the State of  Michigan  and
their  value may be  independently  affected by  economic  matters not  directly
impacting the State.

Special Factors Affecting the Minnesota Tax-Exempt Series

    The information set forth below is derived from official statements prepared
in  connection  with the issuance of  obligations  of the State of Minnesota and
other sources that are  generally  available to investors.  The  information  is
provided as general information intended to give a recent historical description
and is not intended to indicate further or continuing trends in the financial or
other positions of the State of Minnesota.  Such information  constitutes only a
brief summary, relates primarily to the State of Minnesota,  does not purport to
include details relating to all potential  issuers within the State of Minnesota
whose securities may be purchased by the Minnesota  Tax-Exempt  Series, and does
not purport to be a complete description.

    The State of Minnesota  has  experienced  certain  budgeting  and  financial
problems since 1980.

    The State  Accounting  General Fund  balance at June 30, 1987,  was positive
$168.5  million.  The  Commissioner  of Finance,  in his November 1986 forecast,
estimated an Accounting  General Fund balance at June 30, 1989, of negative $800


                                       30
<PAGE>

million.  The  Legislature  in May  1987  enacted  measures  expected  to  yield
approximately $700 million in additional  revenues for the 1987-1989 biennium by
broadening the bases of corporate income and sales taxes and raising the rate of
the  cigarette  excise tax to 38 cents a pack from 23 cents.  The  corporate tax
rate was lowered to 9.5% from 12%, and a minimum tax was imposed.

    Accounting  General Fund  appropriations  for the  1987-1989  biennium  were
$11.35  billion,  an increase of 9.4%.  A $250 million  budget  reserve also was
approved.

    The 1988  Legislature  increased  1987-1989  expenditures  a total of $223.8
million and revenues a total of $125.5 million.

    The  Accounting  General Fund balance at June 30,  1989,  was positive  $360
million.

    The 1989 Legislature authorized $13.35 billion in spending for the 1989-1991
biennium,  a  16.2%  increase  over  the  previous  biennium,   after  excluding
intergovernmental  fund transfers.  In addition, the Legislature approved a $550
million budget reserve.

    The 1989  Legislature  passed an omnibus tax bill that included $272 million
in property tax relief and a $72 million increase in tax revenues.  The Governor
vetoed the  omnibus tax bill,  demanding  that a larger  share of  property  tax
relief go to  business  and that the  state-subsidized  property  tax  system be
reformed.  At a special  session in the Fall of 1989,  a bill was  enacted  that
included  $267 million in property tax relief and a $79 million  increase in tax
revenues.

    The  Commissioner of Finance,  in his November 1989 forecast,  estimated the
Accounting General Fund balance at June 30, 1991, at negative $161 million.  The
Commissioner forecast an $89 million decline in revenues, a $60 million increase
in human  services  expenditures  and a net $29  million  decrease  due to other
fiscal changes.

    The 1990 Legislature  enacted budget changes that resulted in a $127 million
net  savings for the  1989-1991  biennium.  A total of $178  million in spending
reductions were enacted,  and increased fees and other revenue changes accounted
for a $12 million gain. New spending totaling $63 million was approved.

    A November 1990 forecast estimated a $197 million shortfall for the biennium
ending June 30, 1991, and a $1.2 billion  shortfall for the biennium ending June
30, 1993 due to spending  pressures and reduced revenues.  A March 1991 forecast
reduced the estimated  shortfall for the biennium  ending June 30, 1993, to $1.1
billion.

    In January 1991 the Legislature made $197 million in spending reductions for
the biennium ended June 30, 1991. The State  Accounting  General Fund balance at
June 30, 1991, was $31 million.

    The  1991  Legislature  authorized  $13.886  billion  in  spending  for  the
1991-1993 biennium. Giving effect to inclusion in the Accounting General Fund of
$70  million  in  dedicated  revenues  previously  budgeted  in other  funds and
dedication  of 1.5  percent  of  existing  sales tax as well as a new .5 percent
local option sales tax to a Local  Government  Trust Fund, the total increase in
authorized spending was 9.2 percent.

    Tax law changes enacted by the 1991  Legislature were expected to yield $590
million in additional revenues for the 1991-1993 biennium. Federal conformity on
individual and corporate income taxes was expected to raise $82 million; changes
in top  individual  income  tax rates and  elimination  of some  deductions  and
exemptions  were expected to yield an additional  $89 million;  extension of the
sales   tax  to   kennel   services,   telephone   paging   services   and  some
business-to-business  phone services $38 million; a 5 cents a pack cigarette tax
increase to 43 cents $37.2  million;  and the .5 percent sales tax increase $370
million.

    After the  Legislature  adjourned in May 1991, the  Commissioner  of Finance
estimated  that at June 30,  1993,  the State would have a $400  million  budget
reserve,  the amount  approved  by the 1991  Legislature,  and a $103.2  million
Accounting General Fund balance.

    In  February  1992 the  Commissioner  of Finance  estimated  the  Accounting
General Fund balance at June 30, 1993, at negative $569 million.  The balance at
June 30, 1995, was projected at negative $1.75 billion.

    The 1992 Legislature  reduced  expenditures by $262 million for the biennium
ending June 30, 1993,  enacted revenue measures  expected to increase revenue by
$149 million, and reduced the budget reserve by $160 million to $240 million.


                                       31
<PAGE>

    After the Legislature  adjourned in April 1992, the  Commissioner of Finance
estimated the Accounting General Fund balance at June 30, 1993, at $2.4 million,
and projected the balance at June 30, 1995, at negative $837 million. A November
1992  forecast  estimated the balance at June 30, 1993, at positive $217 million
and projected the balance at June 30, 1995, at negative $769 million.

    A March 1993 forecast  projected an Accounting  General Fund balance at June
30,  1995,  at  negative  $163  million  out of a  budget  for the  biennium  of
approximately  $16.7  billion,  and  estimated  a balance at June 30,  1997,  at
negative $1.6 billion out of a budget of approximately $18.7 billion.

    The  1993  Legislature  authorized  $16.519  billion  in  spending  for  the
1993-1995  biennium,  an increase of 13.0 percent from  1991-1993  expenditures.
Resources  for the  1993-1995  biennium  were  projected to be $16.895  billion,
including $657 million carried forward from the previous  biennium.  The $16.238
billion in  projected  non-dedicated  and  dedicated  revenues  was 10.3 percent
greater  than in the previous  biennium  and included  $175 million from revenue
measures enacted by the 1993 Legislature.  The Legislature  increased the health
care  provider  tax to raise  $79  million,  transferred  $39  million  into the
Accounting  General  Fund and  improved  collection  of accounts  receivable  to
generate $41 million.

    After the  Legislature  adjourned in May 1993, the  Commissioner  of Finance
estimated that at June 30, 1995,  the  Accounting  General Fund balance would be
$16 million and the budget reserve,  as approved by the 1993 Legislature,  would
be $360 million.  The Accounting  General Fund balance at June 30, 1993 was $463
million.

    The  Commissioner  of Finance,  in a November 1993  forecast,  estimated the
Accounting  General  Fund  balance at June 30,  1995,  at $430  million,  due to
projected increases in revenues and reductions in expenditures,  and the balance
at June 30, 1997, at $389 million. The Commissioner  recommended that the budget
reserve be increased  to $500  million.  He  estimated  that if current laws and
policies  continued  unchanged,  revenue would grow 7.7 percent and expenditures
6.0 percent in the 1995-1997 biennium.

    A March 1994 forecast  projected an Accounting  General Fund balance at June
30, 1995, at $623 million,  principally due to a projected $235 million increase
in revenues to $16.6 billion for the biennium. The balance at June 30, 1997, was
estimated to be $247 million.

    The  1994   Legislature   provided  for  a  $500  million  budget   reserve;
appropriated  to school  districts  $172  million  to allow the  districts,  for
purposes  of state aid  calculations,  to reduce  the  portion of  property  tax
collections  that the school  districts must recognize in the fiscal year during
which they receive the property taxes;  increased expenditures $184 million; and
increased expected revenues $4 million.

    Of the $184 million in increased expenditures,  criminal justice initiatives
totaled $45 million,  elementary and higher  education $31 million,  environment
and flood relief $18 million,  property tax relief $55 million,  and transit $11
million.  A six-year strategic capital budget plan was adopted with $450 million
in projects  financed by bonds supported by the Accounting  General Fund.  Other
expenditure increases totalled $16.5 million.

    Included in the expected revenue increase of $4 million were conformity with
federal tax changes to increase revenues $27.5 million, a sales tax phasedown on
replacement capital equipment and miscellaneous sales tax exemptions  decreasing
revenues $17.3 million, and other measures decreasing revenues $6.2 million.

    After the  Legislature  adjourned in May 1994, the  Commissioner  of Finance
estimated the Accounting General Fund balance at June 30, 1995, at $130 million.

    The  Commissioner  of Finance,  in a November 1994  forecast,  estimated the
Accounting  General  Fund  balance at June 30,  1995,  at $268  million,  due to
projected  increases in revenues and decreases in expenditures,  and the balance
at June 30, 1997, at $190 million.

    The State of Minnesota  has no  obligation to pay any bonds of its political
or  governmental   subdivisions,   municipalities,   governmental  agencies,  or
instrumentalities.  The  creditworthiness  of local general  obligation bonds is
dependent upon the financial  condition of the local government  issuer, and the
creditworthiness  of  revenue  bonds  is  dependent  upon  the  availability  of
particular  designated  revenue  sources  or  the  financial  conditions  of the
underlying  obligors.  Although  most  of  the  bonds  owned  by  the  Minnesota
Tax-Exempt Series are expected to be obligations other than general  obligations
of the


                                       32
<PAGE>

State of Minnesota itself,  there can be no assurance that the same factors that
adversely  affect  the  economy  of the  State  generally  will not also  affect
adversely the market value or  marketability of such other  obligations,  or the
ability of the obligors to pay the principal of or interest on such obligations.

    At the local level,  growth in the property tax base of many  communities is
being slowed by over capacity in certain  segments of the commercial real estate
market. In addition, local finances are affected by the amount of state aid that
is  made  available.  Further,  various  of the  issuers  within  the  State  of
Minnesota,  as well as the State of Minnesota  itself,  whose  securities may be
purchased  by the  Minnesota  Tax-Exempt  Series,  may now or in the  future  be
subject to lawsuits involving material amounts.  It is impossible to predict the
outcome of these lawsuits. Any losses with respect to these lawsuits may have an
adverse impact on the ability of these issuers to meet their obligations.

    The State's bond  ratings in  September  1994 were Aa1 by Moody's and AA+ by
S&P.  Economic  difficulties  and  the  resultant  impact  on  State  and  local
government  finances may adversely affect the market value of obligations in the
portfolio  of the  Minnesota  Tax-Exempt  Series or the  ability  of  respective
obligors  to  make  timely  payment  of  the  principal  and  interest  on  such
obligations.

Special Factors Affecting the Missouri Tax-Exempt Series

    Industry  and  Employment.  While  Missouri  has a  diverse  economy  with a
distribution of earnings and employment among  manufacturing,  trade and service
sectors closely  approximating the average national  distribution,  the national
economic recession of the early 1980's had a  disproportionately  adverse impact
on the economy of Missouri. During the 1970's, Missouri characteristically had a
pattern of unemployment levels well below the national averages.  However, since
the  1980 to 1983  recession  periods  Missouri  unemployment  levels  generally
approximated or slightly  exceeding the national average.  A return to a pattern
of high  unemployment  could  adversely  affect the  Missouri  debt  obligations
acquired by the Fund and, consequently, the value of the shares in the Fund.

    The Missouri  portions of the St. Louis and Kansas City  metropolitan  areas
contain   approximately   1,926,500   and   975,241   residents,   respectively,
constituting  over  fifty  percent  of  Missouri's  1990  population  census  of
approximately  5,079,385.  St.  Louis  is an  important  site  for  banking  and
manufacturing  activity,  as well as a distribution and  transportation  center,
with eight Fortune 500 industrial companies (as well as other major educational,
financial,   insurance,  retail,  wholesale  and  transportation  companies  and
institutions)  headquartered  there.  Kansas City is a major agribusiness center
and an important center for finance and industry.  Economic  reversals in either
of these two areas would have a major impact on the overall  economic  condition
of the State of Missouri.  Additionally, the State of Missouri has a significant
agricultural  sector which is experiencing  farm-related  problems comparable to
those which are  occurring in other  states.  To the extent that these  problems
were to  intensify,  there could  possibly  be an adverse  impact on the overall
economic condition of the State of Missouri.

    Defense related business plays an important role in Missouri's  economy.  In
addition to the large  number of  civilians  employed  at the  various  military
installations and training bases in the State,  aircraft and related  businesses
in Missouri are the recipients of  substantial  annual dollar volumes of defense
contract  awards.  The contractor  receiving the second largest dollar volume of
defense   contracts  in  the  United  States  in  1993  was  McDonnell   Douglas
Corporation.  McDonnell  Douglas  Corporation is the State's  largest  employer,
currently employing  approximately 25,000 employees in Missouri.  Recent changes
in the  levels  of  military  appropriations  and the  cancellation  of the A-12
program have affected  McDonnell  Douglas  Corporation  in Missouri and over the
last three years it has reduced its Missouri  work force by  approximately  30%.
There can be no  assurances  there will not be further  changes in the levels of
military  appropriations,  and, to the extent that  further  changes in military
appropriations  are enacted by the United  States  Congress,  Missouri  could be
disproportionately affected.

    Desegregation  lawsuits in St.  Louis and Kansas  City,  and a U.S.  Supreme
Court decision continue to require  significant  levels of state funding and are
sources of uncertainty;  litigation  continues on many issues,  court orders are
unpredictable,  and school district  spending  patterns have proven difficult to
predict.  The State paid $290.0 million for  desegregation  costs in fiscal 1993
and the budget for fiscal 1994 provided $374 million.  This expense accounts for
close to 10% of total state General Revenue Fund spending.

    Revenue  and  Limitations   Thereon.   Article  X,  Sections  16-24  of  the
Constitution of Missouri (the "Hancock  Amendment"),  imposes limitations on the
amount of State taxes  which may be imposed by the General  Assembly of Missouri
(the "general  Assembly") as well as on the amount of local taxes,  licenses and
fees (including taxes,  licenses and fees used to meet debt service  commitments


                                       33
<PAGE>


on debt obligations)  which may be imposed by local  governmental units (such as
cities, countries, school districts, fire protection districts and other similar
bodies) in the State of Missouri in any fiscal year.

    The State  limit on taxes is tied to total  State  revenues  for fiscal year
1980-81,  as defined in the Hancock  Amendment,  adjusted annually in accordance
with the formula set forth in the  amendment,  which  adjusts the limit based on
increases  in the average  personal  income of Missouri  for certain  designated
periods.  The  details of the  amendment  are  complex  and  clarification  from
subsequent   legislation  and  further  judicial  decisions  may  be  necessary.
Generally, if the total State revenues exceed the State revenue limit imposed by
Section  18 of  Article X by more than one  percent,  the State is  required  to
refund the excess. The State revenue limitation imposed by the Hancock Amendment
does not apply to taxes  imposed for the payment of  principal  and  interest on
bonds, approved by the voters and authorized by the Missouri  Constitution.  The
revenue limit also can be exceeded by a constitutional amendment authorizing new
or increased taxes or revenues adopted by the voters of the State of Missouri.

    The Hancock Amendment also limits new taxes, licenses and fees and increases
in  taxes,  licenses  and  fees by local  governmental  units  in  Missouri.  It
prohibits  counties  and other  political  subdivisions  (essentially  all local
governmental units) from levying new taxes,  licenses and fees or increasing the
current  levy of an existing  tax,  license or fee  without the  approval of the
required  majority of the  qualified  voters of that  county or other  political
subdivision voting thereon.

    When a local  governmental  unit's tax base with  respect to certain fees or
taxes is broadened,  the Hancock  Amendment  requires the tax levy or fees to be
reduced to yield the same estimated  gross revenue as on the prior base. It also
effectively  limits any  percentage  increase  in property  tax  revenues to the
percentage  increase  in  the  general  price  level  (plus  the  value  of  new
construction and  improvements),  even if the assessed  valuation of property in
the  local  governmental  unit,  excluding  the  value of new  construction  and
improvements,  increases at a rate  exceeding  the increase in the general price
level.

Special Factors Affecting the New York Tax-Exempt Series

    The following  information is a summary of special factors affecting the New
York Tax-Exempt Series. It does not purport to be a complete  description and is
based on information from official statements  relating to securities  offerings
of New York issuers and, with respect to information about credit ratings,  from
newspaper reports.

General

    New York is the third most populous state in the nation and has a relatively
high  level  of  personal  wealth.   The  State's  economy  is  diverse  with  a
comparatively  large share of the nation's finance,  insurance,  transportation,
communications and services  employment,  and a very small share of the nation's
farming and mining activity.  The State's location, air transport facilities and
natural harbors have made it an important link in international commerce. Travel
and  tourism  constitute  an  important  part of the  economy.  The  State has a
declining proportion of its workforce engaged in manufacturing and an increasing
proportion engaged in service  industries.  This transition  reflects a national
trend.

    The State has historically  been one of the wealthiest states in the nation.
For decades,  however,  the State economy has grown more slowly than that of the
nation as a whole,  resulting in the gradual  erosion of its  relative  economic
affluence.   Statewide,  urban  centers  have  experienced  significant  changes
involving  migration  of the more  affluent  to the  suburbs  and an  influx  of
generally less affluent residents.  Regionally,  the older Northeast cities have
suffered because of the relative success that the South and the West have had in
attracting people and business.  New York City (the "City") has also had to face
greater  competition as other major cities have developed financial and business
capabilities  which  make  them  less  dependent  on  the  specialized  services
traditionally available almost exclusively in the City.

    During  calendar  years 1982 and 1983 the State's  economy in most  respects
performed  better than that of the nation.  However,  in the calendar years 1984
through 1991,  the State's rate of economic  expansion was somewhat  slower than
that of the nation. The unemployment rate in the State dipped below the national
rate in the  second  half of 1981 and  remained  lower  until  1991.  The  total
employment  growth rate in the State has been below the national  average  since
1984. In the last decade,  total  personal  income in the State has risen faster
than the national average only in 1986 through 1989.  Overall economic  activity
declined  less than that of the nation as a whole during the 1982-83  recession.
In the recent recession,  however, the State, and the rest of the Northeast, was
more heavily impacted.


                                       34
<PAGE>

    The State has for many  years  had a very  high  State and local tax  burden
relative to other States.  The State and its localities have used these taxes to
develop and maintain their transportation networks, public schools and colleges,
public  health  systems,  other  social  services and  recreational  facilities.
Despite these benefits,  the burden of State and local taxation,  in combination
with  the  many  other  causes  of  regional  economic  dislocation,   may  have
contributed  to the decisions of some  businesses  and  individuals  to relocate
outside, or not locate within, the State.

    To stimulate the State's economic growth, the State has developed  programs,
including  the  provision  of direct  financial  assistance,  designed to assist
businesses to expand existing operations located within the State and to attract
new businesses to the State.  Local  industrial  development  agencies raised an
aggregate  of  approximately  $7.8  billion in separate  tax-exempt  bond issues
through December 31, 1993.  There are currently over 100 county,  city, town and
village agencies. In addition, the New York State Urban Development  Corporation
("UDC")  is  empowered  to  issue,   subject  to  certain  State  constitutional
restrictions and to approval by the Public Authorities  Control Board, bonds and
notes on behalf of private corporations for economic development  projects.  The
State has also  taken  advantage  of  changes in  Federal  bank  regulations  to
establish a free international banking zone in the City.

    In addition,  the State has  provided  various tax  incentives  to encourage
business relocation and expansion.  These programs include direct tax abatements
from local property taxes for new facilities  (subject to locality approval) and
investment tax credits that are applied against the State corporation  franchise
tax. Furthermore, legislation passed in 1986 authorizes the creation of up to 40
"economic  development  zones" in economically  distressed regions of the State.
Businesses in these zones are provided a variety of tax and other  incentives to
create  jobs and make  investments  in the  zones.  As of the  beginning  of the
State's 1994-1995 fiscal year, there were 19 such zones.

    The 1994-95  budget  contains a  significant  investment  in efforts to spur
economic growth. The budget includes  provisions to reduce the level of business
taxation in New York, with cuts in the corporate tax surcharge,  the alternative
minimum tax imposed on business and the petroleum  business  tax,  repeal of the
State's hotel  occupancy  tax, and  reductions in the real property gains tax to
stimulate  construction  and  facilitate  the real estate  industry's  access to
capital.  Complementing  the  elimination  of the  hotel  tax  is a $10  million
investment  of State  funds in the "I Love New York"  program  designed  to spur
tourism activity throughout the State.

    To help strengthen the State's  economic  recovery,  the 1994-95 budget also
includes more than $200 million in additional  funding for economic  development
programs.  Special  emphasis is placed on  programs  intended to enable New York
State to:  (i)  invest in high  technology  industries;  (ii)  expand  access to
foreign markets;  (iii) strengthen assistance to small businesses,  particularly
those owned by women and minorities;  (iv) retain and attract new  manufacturing
jobs;  (v) help  companies  and  communities  impacted by continued  cutbacks in
Federal defense spending and ongoing corporate downsizings; and (vi) bolster the
tourism industry.  In addition,  the budget includes increased levels of support
for programs to rebuild and maintain  State  infrastructure,  and  provisions to
create 21 new economic development zones.

State Financial Plan

    The State Constitution  requires the Governor to submit to the Legislature a
balanced Executive Budget which contains a complete plan of expenditures for the
ensuing  fiscal  year and all  moneys and  revenues  estimated  to be  available
therefor,  accompanied  by  bills  containing  all  proposed  appropriations  or
reappropriations  and any new or  modified  revenue  measures  to be  enacted in
connection with the Executive  Budget.  The entire plan constitutes the proposed
State  Financial  Plan for that  fiscal  year.  A final  budget must be approved
before the statutory deadline of April 1.

    The State's  fiscal year which  commenced on April 1, 1994 and ends on March
31, 1995 is referred to herein as the State's  1994-95  fiscal year. The State's
budget for the 1994-95  fiscal year was  enacted by the  Legislature  on June 7,
1994, more than two months after the start of the fiscal year. Prior to adoption
of  the  budget,  the  Legislature  enacted   appropriations  for  disbursements
considered to be necessary for State  operations and other  purposes,  including
all necessary  appropriations for debt service. The State Financial Plan for the
1994-95  fiscal year was formulated on June 16, 1994 and is based on the State's
budget as enacted by the  Legislature  and signed into law by the Governor.  The
State Financial Plan is updated quarterly pursuant to law.

    The economic and financial condition of the State may be affected by various
financial,  social,  economic and political  factors.  Those factors can be very
complex, may vary from fiscal year to fiscal year, and are frequently the result
of actions  taken not only by the State and its agencies and  instrumentalities,
but also by  entities,  such as the Federal  government,  that are not under the
control of the  State.  The State  Financial  Plan is based  upon  forecasts  of
national and State economic activity.  Economic forecasts have frequently failed


                                       35
<PAGE>


to predict  accurately  the timing and  magnitude of changes in the national and
the State economies.  Many uncertainties exist in forecasts of both the national
and State economies,  including  consumer  attitudes  toward  spending,  Federal
financial and monetary  policies,  the availability of credit, and the condition
of the world economy, which would have an adverse effect on the State. There can
be no  assurance  that the State  economy  will not  experience  results  in the
current fiscal year that are worse than predicted,  with corresponding  material
and adverse effects on the State's projections of receipts and disbursements.

    The national  economy began to expand in 1991,  although the growth rate for
the first two years of the  expansion was modest by  historical  standards.  The
State economy remained in recession until 1993, when employment  growth resumed.
Since early 1993, the State has gained  approximately  100,000 jobs.  Employment
growth has been  hindered  during  recent years by  significant  cutbacks in the
computer and instrument manufacturing, utility, and defense industries. Personal
income increased  substantially  in 1992 and 1993, aided  significantly by large
bonus payments in banking and financial industries.

    The State  Financial  Plan is based on a  projection  of national  and State
economic  activity  which  forecasts  that the  overall  rate of  growth  of the
national economy during calendar year 1994 will be similar to the "consensus" of
a widely followed survey of national  economic  forecasters.  Growth in the real
gross  domestic  product  during 1994 is projected to be moderate (3.5 percent),
with declines in defense  spending and net exports more than offset by increases
in consumption and investment. Continuing efforts by business to reduce costs is
expected  to exert a drag on  economic  growth.  Inflation,  as  measured by the
Consumer  Price  Index,  is  projected to remain about 3 percent due to moderate
wage growth and foreign competition.  Growth rates for personal income and wages
are projected to increase.

    New York's economy is expected to continue to expand during 1994. Industries
that  export  goods and  services  to the rest of the  country  and  abroad  are
expected to benefit  from  growing  national  and  international  markets.  Both
upstate and  downstate  regions are  expected to share in this  renewed  growth.
Employment is expected to grow moderately throughout the year, although the rate
of increase is expected to be below the experience of the 1980's due to cutbacks
in Federal  spending and  employment,  as well as continued  downsizing by large
corporations.  Both  personal  income and wages are expected to record  moderate
gains in 1994.  Bonus  payments  in the  banking and  financial  industries  are
expected to increase modestly from last year's level.

    The four  governmental fund types that comprise the State Financial Plan are
the General Fund, the Special Revenue Funds, the Capital Projects Funds, and the
Debt Service Funds. The General Fund is the general  operating fund of the State
and is used to account for all financial transactions,  except those required to
be accounted for in another  fund.  It is the State's  largest fund and receives
almost all State taxes and other resources not dedicated to particular purposes.
In the State's  1994-95 fiscal year, the General Fund is expected to account for
approximately 52 percent of total  governmental-fund  receipts and 51 percent of
total governmental-fund disbursements.  General Fund moneys are also transferred
to other funds,  primarily to support certain capital  projects and debt service
payments in other fund types.  The General Fund is projected to be balanced on a
cash basis for the 1994-95  fiscal  year.  Total  receipts  are  projected to be
$34.321 billion,  an increase of $2.092 billion over total receipts in the prior
fiscal  year.  Total  General  Fund  disbursements  are  projected to be $34.248
billion,  an increase of $2.351  billion  over the total  amount  disbursed  and
transferred in the prior fiscal year.

    The projected  amount of personal  income tax receipts in the 1994-95 fiscal
year of $18.556  billion is an  increase  of $2.522  billion  over the  reported
results for the State's 1993-94 fiscal year.  Approximately $1.5 billion of this
growth is attributable to year-end transactions between the General Fund and the
tax refund reserve account.  Adjusted for the  refund-reserve  transaction,  the
growth in collections is projected at  approximately 6 percent,  slightly faster
than  forecasted  growth in 1994 income tax liability,  which reflects  personal
income growth of approximately 5 percent and certain changes in the tax law.

    Receipts  from user taxes and fees in the  State's  1993-94  fiscal year are
expected to total $6.505  billion,  an increase of $209  million  from  reported
1993-94 results.  Underlying growth in the continuing sales tax base is forecast
to be 4.9  percent,  accounting  for the  increase  in the  category as a whole.
Receipts in 1994-95 are also affected by the repeal of the hotel  occupancy tax,
allowance of a vendors'  credit under the sales tax and various  other minor tax
changes.

    Total business tax receipts in the State's 1994-95 fiscal year are projected
at $5.442 billion, a decline of $439 million from reported 1993-94 results.  The
decline  results  from the  effects  of tax  reductions  enacted in 1994 and the
previously  scheduled diversion of additional petroleum business tax receipts to
dedicated transportation funds.


                                       36
<PAGE>

    Other tax  receipts in the State's  1994-95  fiscal  year are  projected  at
$1.088  billion,  $34 million less than in the  preceding  year.  The  estimates
reflect 1994 legislation  reducing the burden of the real property gains tax and
the estate tax on closely held business.

    Miscellaneous  receipts in the State's  1994-95  fiscal year are expected to
total $1.257  billion,  an increase of $11 million above the amount  received in
the prior State  fiscal  year.  Transfers  from other funds to the General  Fund
consist  primarily  of tax  revenues  in  excess of debt  service  requirements,
particularly  the one cent  sales  tax used to  support  payments  to the  Local
Government Assistance Corporation.  In the 1994-95 fiscal year, excess sales tax
revenues are projected to be $1.301 billion, an increase of $25 million from the
1993-94  fiscal  year.  All other  transfers  are  projected to decrease by $202
million,  primarily  reflecting  the  prior-year  receipt  of  $200  million  of
non-recurring Federal reimbursements.

    Grants  to  local  governments  is the  largest  category  of  General  Fund
disbursements,  and such grants are  projected to total  $23.922  billion in the
1994-95 State Financial Plan, an increase of $1.913 billion from 1993-94 levels.
Significant  increases result from a $554 million increase in support for public
schools for the 1994-95 school year, and additional funding for higher education
programs.

    Disbursements  for State  operations  are  projected at $6.301  billion,  an
increase of $197 million or 3.2 percent.  This  reflects the impact of a general
salary  increase for State  employees  (4.0 percent as of April 1, 1994,  and an
additional  1.25  percent on October  1).  These  increased  costs are, in part,
offset by continued  cost savings  initiatives  and reductions in less essential
services.  In addition,  disbursements  in the 1993-94  fiscal year included the
payment  of an extra  payroll  cycle,  which  has the  effect  of  lowering  the
year-over-year increase.

    Disbursements  for general  State  charges  are  projected  to total  $2.077
billion in the 1994-95 State Financial Plan.

    Transfers to other funds from the General Fund are made primarily to finance
certain portions of State capital project spending and debt service on long-term
bonds, where these costs are not funded from other sources. Transfers in support
of debt  service  are  projected  to total  $1.443  billion,  an increase of $49
million or 3.5  percent.  This  increase is  moderated  by the  availability  of
reimbursements  from other  funds in the 1994-95  fiscal  year for debt  service
payments  made from the General Fund in the 1993-94  fiscal  year.  Transfers in
support of capital projects are projected to total $406 million,  an increase of
$153 million,  which  reflects  significant  investments in both new and ongoing
capital programs.  The 1994-95 budget includes several new economic  development
initiatives, described below in the section "Economic Background -- Taxation and
Economic Incentives, and funding targeted for school maintenance projects.  All
other  transfers  are  projected to total $91 million,  a decrease of $7 million
from 1993-94 levels.

    On October  28,  1994,  based on the  revised  economic  outlook  and actual
receipts for the first six months of the 1994-95 fiscal year,  projected General
Fund  receipts  for the  1994-95  fiscal year were  reduced by $267  million and
projected disbursements were reduced by $281 million.

    The 1994-95 opening fund balance of $399 million includes $134 million which
is reserved in the Tax Stabilization Reserve Fund, as well as $265 million which
is reserved in the Contingency  Reserve Fund. The  Contingency  Reserve Fund was
established  in 1993-94  to set aside  moneys to address  adverse  judgments  or
settlements  resulting from litigation  against the State. The 1994-95 Financial
Plan  assumes  that all monies in this fund will be utilized  during the current
fiscal  year.  However,  to the extent  monies are not  necessary  for  payments
relating to litigation in the current  fiscal year,  any balance may be reserved
for payments in a subsequent  fiscal  year.  The closing  balance in the General
Fund of  $207  million  reflects:  (i) a  balance  of  $157  million  in the Tax
Stabilization  Reserve  Fund,  following  an  additional  payment of $23 million
during the year,  and (ii) a balance of $50 million in a reserve for payments in
the 1995-96 fiscal year related to the Liberty Scholarship program.

    The 1994-95 State Financial Plan contains actions that provide  nonrecurring
resources  or savings,  as well as actions  that impose  nonrecurring  losses of
receipts or costs.  DOB believes  that the net positive  effect of  nonrecurring
actions represents considerably less than one-half of one percent of the State's
General  Fund,  an amount  significantly  lower than the amount  included in the
State Financial Plans in recent years.  DOB further  believes that those actions
do not materially affect the financial condition of the State.


                                       37
<PAGE>

    In addition to those nonrecurring  actions, the 1994-95 State Financial Plan
reflects the use of $1.026 billion in the positive cash margin carried over from
the prior  fiscal year,  resources  that are not expected to be available in the
State's 1995-96 fiscal year.

    In addition to the General Fund, the State  Financial Plan includes  Special
Revenue Funds, Capital Projects Funds and Debt Service Funds.

    Special  Revenue  Funds are used to account  for the  proceeds  of  specific
revenue  sources such as Federal grants that are legally  restricted,  either by
the  Legislature or outside  parties,  to expenditures  for specified  purposes.
Although  activity in this fund type is expected to comprise 39 percent of total
government  funds receipts and  disbursements  in the 1994-95 fiscal year, about
three-quarters of that activity relates to Federally-funded programs.  Projected
receipts in this fund type total $24.598 billion,  an increase of $1.777 billion
over the  prior  year.  Total  disbursements  in this fund  type  total  $24.982
billion,  an increase of $2.259 billion over 1993-94 levels.  Disbursements from
Federal funds, primarily the Federal share of Medicaid and other social services
programs,  are  projected to total $19.048  billion in the 1994-95  fiscal year.
Remaining  projected  spending of $5.934 billion primarily  reflects aid to SUNY
supported  by tuition and  dormitory  fees,  education  aid funded from  lottery
receipts,  operating aid payments to the Metropolitan  Transportation  Authority
funded  from the  proceeds of  dedicated  transportation  taxes,  and costs of a
variety of  self-supporting  programs  which deliver  services  financed by user
fees.

    Capital Projects Funds are used to account for the financial  resources used
for the  acquisition,  construction,  or  rehabilitation  of major state capital
facilities  and for capital  assistance  grants to certain  local  government or
public authorities.  This fund type consists of the Capital Projects Fund, which
is  supported by tax dollars  transferred  from the General  Fund,  and 37 other
capital funds established to distinguish specific capital construction  purposes
supported by other revenues. In the 1994-95 fiscal year, activity in these funds
is expected to comprise 5 percent of total  governmental  receipts and 6 percent
of total governmental disbursements in the State's 1994-95 fiscal year.

    Debt Service  Funds are used to account for the payment of principal of, and
interest  on,  long-term  debt  of the  State  and  to  meet  commitments  under
lease-purchase and other  contractual-obligation  financing  arrangements.  This
fund is expected to comprise 4 percent of total  governmental  fund receipts and
disbursements  in the 1994-95 fiscal year.  Receipts in these funds in excess of
debt  service  requirements  are  transferred  to the  General  Fund and Special
Revenue Funds,  pursuant to law. In the 1994-95 fiscal year, total disbursements
in this fund type are projected at $2.246  billion,  an increase of $314 million
or 16.3  percent.  The  transfer  from the  General  Fund of $1.443  billion  is
expected to finance 64 percent of these  payments.  The  remaining  payments are
expected to be financed by pledged revenues.

Discussion and Analysis

    New York State's  financial  operations  have improved  during recent fiscal
years.  During the period 1989-90 through  1991-92,  the State incurred  General
Fund operating  deficits that were closed with receipts from the issuance of tax
and revenue  anticipation notes ("TRANs").  First, the national  recession,  and
then the  lingering  economic  slowdown  in the New York and  regional  economy,
resulted in repeated  shortfalls in receipts and three budget deficits.  For its
1992-93 and 1993-94 fiscal years, the State recorded  balanced budgets on a cash
basis, with substantial fund balances in each year as described below.

  1993-94 Fiscal Year

    The State ended its 1993-94  fiscal year with a balance of $1.140 billion in
the tax refund reserve  account,  $265 million in its  Contingency  Reserve Fund
("CRF")  and $134  million in its Tax  Stabilization  Reserve  Fund.  These fund
balances  were  primarily  the result of an improving  national  economy,  State
employment  growth,  tax  collections  that  exceeded  earlier  projections  and
disbursements that were below expectations.  Deposits to the personal income tax
refund reserve have the effect of reducing reported personal income tax receipts
in the fiscal year when made and withdrawals from such reserve increase receipts
in the fiscal year when made. The balance in the tax refund reserve account will
be used to pay taxpayer refunds, rather than drawing from 1994-95 receipts.

    Of the $1.140 billion  deposited in the tax refund reserve  account,  $1.026
billion was  available  for budgetary  planning  purposes in the 1994-95  fiscal
year.  The remaining  $114 million will be redeposited in the tax refund reserve
account at the end of the State's 1994-95 fiscal year to continue the process of
restructuring the State's cash flow as part of the LGAC program.  The balance in


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<PAGE>


the CRF will be used to meet the cost of  litigation  facing the State.  The Tax
Stabilization  Reserve  Fund may be used only in the  event of an  unanticipated
General Fund cash-basis deficit during the 1994-95 fiscal year.

    Before the  deposit of $1.140  billion  in the tax refund  reserve  account,
General Fund receipts in 1993-94  exceeded those  originally  projected when the
State  Financial  Plan for that year was  formulated on April 16, 1993 by $1.002
billion.  Greater-than-expected  receipts in the  personal  income tax, the bank
tax, the corporation franchise tax and the estate tax accounted for most of this
variance, and more than offset weaker-than-projected  collections from the sales
and use tax and miscellaneous  receipts.  Collections from individual taxes were
affected  by  various  factors  including  changes  in  Federal  business  laws,
sustained  profitability of banks,  strong  performance of securities firms, and
higher-than-expected consumption of tobacco products following price cuts.

    The  higher  receipts  resulted,  in  part,  because  the New  York  economy
performed better than forecasted. Employment growth started in the first quarter
of the State's  1993-94  fiscal  year,  and,  although  this  lagged  behind the
national  economic  recovery,   the  growth  in  New  York  began  earlier  than
forecasted.  The New York  economy  exhibited  signs of  strength in the service
sector,  in construction,  and in trade.  Long Island and the Mid-Hudson  Valley
continued to lag behind the rest of the Sate in economic  growth.  Approximately
100,000 jobs were added during the 1993-94 fiscal year.

    Disbursements  and  transfers  from the General Fund were $303 million below
the level  projected in April 1993,  an amount that would have been $423 million
had the State not  accelerated  the payment of Medicaid  billings,  which in the
April 1993 State  Financial  Plan were  planned to be deferred  into the 1994-95
fiscal year.  Compared to the  estimates  included in the State  Financial  Plan
formulated in April 1993, lower  disbursements  resulted from lower spending for
Medicaid,  capital  projects,  and debt  service  (due to  refundings)  and $114
million used to  restructure  the State's cash flow as part of the LGAC program.
Disbursements were  higher-than-expected for general support for public schools,
the State share of income  maintenance,  overtime for prison guards, and highway
snow and ice removal.  The State also made the first of six required payments to
the State of Delaware related to the settlement of Delaware's litigation against
the State regarding the disposition of abandoned property receipts.

    During the 1993-94  fiscal  year,  the State also  established  and funded a
Contingency  Reserve Fund ("CRF") as a way to assist the State in financing  the
cost of  litigation  affecting the State.  The CRF was  initially  funded with a
transfer of $100 million  attributable  to the positive  margin  recorded in the
1992-93 fiscal year. In addition,  the State augmented this initial deposit with
$132 million in debt service  savings  attributable  to the refinancing of State
and public  authority bonds during 1993-94.  A year-end  transfer of $36 million
was also  made to the CRF,  which,  after a  disbursement  for  authorized  fund
purposes,  brought the CRF balance at the end of 1993-94 to $265  million.  This
amount was $165  million  higher than the amount  originally  targeted  for this
reserve fund.

  1992-93 Fiscal Year

    The State  ended its 1992-93  fiscal year with a balance of $671  million in
the tax refund reserve account and $67 million in the Tax Stabilization  Reserve
Fund. The State's 1992-93 fiscal year was  characterized by performance that was
better than  projected for the national and regional  economies.  National gross
domestic product,  State personal income,  and State employment and unemployment
performed  better  than  originally  projected  in April  1992.  This  favorable
economic  performance,  particularly  at year end,  combined  with a tax-induced
acceleration  of income  into 1992,  was the primary  cause of the General  Fund
surplus. Personal income tax collections were more than $700 million higher than
originally   projected  (before   reflecting  the  tax  refund  reserve  account
transaction),  primarily in the withholding and estimated payment  components of
the tax. There were,  however,  large and mainly  offsetting  variances in other
categories of receipts.

  1991-1992 Fiscal Year

    The  1991-92  State  fiscal  year was  marked by a  protracted  delay in the
adoption of a budget,  disagreements  between the Executive and the  Legislature
over receipts and disbursements  projections and continuing deterioration in the
State  economy.  Persistent  underperformance  of the  economy  led  to  revenue
shortfalls  which  were  the  primary  cause  of  a  $531-million  deficit  TRAN
borrowing.

Certain Litigation

    Certain  litigation  pending  against New York or its  officers or employees
could have a substantial or long-term adverse effect on New York finances. Among
the  more significant of these cases are those that involve: (i) the validity of


                                       39
<PAGE>

agreements and treaties by which various  Indian tribes  transferred to New York
title to certain land in central New York;  (ii)  certain  aspects of New York's
Medicaid  rates  and  regulations,  including  reimbursements  to  providers  of
mandatory and optional Medicaid services,  and the eligibility for and nature of
home care  services;  (iii)  challenges to  provisions of Section  2807-C of the
Public Health Law, which impose a 13% surcharge on inpatient hospital bills paid
by  commercial  insurers  and  employee  welfare  benefit  plans and portions of
Chapter 55 of the laws of 1992,  which require  hospitals to impose and remit to
the State an 11%  surcharge on hospital  bills paid by  commercial  insurers and
which require health maintenance organizations to remit to the State a surcharge
of up to 9%; (iv)  contamination in the Love Canal area of Niagara Falls; (v) an
action against the State of New York and New York City  officials  alleging that
the present  level of shelter  allowance  for public  assistance  recipients  is
inadequate under statutory standards to maintain proper housing; (vi) challenges
to the practice of  reimbursing  certain  Office of Mental  Health  patient care
expenses from the client's  Social Security  benefits;  (vii) a challenge to the
State's  possession  of certain  funds taken  pursuant to the State's  Abandoned
Property Law; (viii) alleged  responsibility  of New York officials to assist in
remedying racial  segregation in the City of Yonkers;  (ix) an action,  in which
New York is a third party defendant, for injunctive or other appropriate relief,
concerning  liability  for the  maintenance  of stone groins  constructed  along
certain   areas  of  Long   Island's   shoreline;   (x)  a   challenge   to  the
constitutionality  of and  seek to  enjoin,  certain  highway,  bridge  and mass
transportation  bonding programs of the new York State Thruway Authority and the
Metropolitan  Transportation  Authority  authorized by Chapter 56 of the laws of
1993; and (xi) challenges, including a challenge by the New York Comptroller, to
the  constitutionality of financing programs of the Thruway Authority authorized
by Chapters 166 and 410 of the Laws of 1991.

    Adverse   developments  in  those  proceedings  or  the  initiation  of  new
proceedings  could  affect  the  ability  of New  York to  maintain  a  balanced
Financial Plan for the 1994-1995  fiscal year or in subsequent  fiscal years. An
adverse decision in any of the above cited  proceedings  could exceed the amount
of the  Revised  1994-1995  State  Financial  Plan  reserve  for the  payment of
judgments  and,  therefore,  could  affect the ability of New York to maintain a
balanced  1994-95  State  Financial  Plan.  In its Notes to its General  Purpose
financial statements for the fiscal year ended March 31, 1994, the State reports
its estimated  liability for awarded and  anticipated  unfavorable  judgments at
$675  million.  The State  believes  that the State's  Financial  Plan  includes
sufficient reserves for the payment of judgments that may be required during the
1994-1995 fiscal year.

The City of New York

    The fiscal health of the State of New York is closely  related to the fiscal
health  of its  localities,  particularly  the  City,  which  has  required  and
continues to require significant  financial assistance from New York. The City's
independently audited operating results for each of its 1981 through 1993 fiscal
years,  which ended June 30, show a General Fund surplus  reported in accordance
with GAAP. In addition, the City's financial statements for the 1993 fiscal year
received  an  unqualified  opinion  from the City's  independent  auditors,  the
eleventh consecutive year the City has received such an opinion.

    In response to the City's  fiscal  crisis in 1975,  the State took action to
assist the City in returning to fiscal stability. Among those actions, the State
established  the  Municipal  Assistance  Corporation  for the  City of New  York
("MAC")  to  provide  financing  assistance  to the  City;  the New  York  State
Financial  Control Board (the "Control  Board") to oversee the City's  financial
affairs;  the Office of the State  Deputy  Comptroller  for the City of New York
("OSDC")   to  assist  the   Control   Board  in   exercising   its  powers  and
responsibilities; and a "Control Period" from 1975 to 1986 during which the City
was subject to certain  statutorily-prescribed  fiscal-monitoring  arrangements.
Although the Control Board  terminated  the Control  Period in 1986 when certain
statutory conditions were met, thus suspending certain Control Board powers, the
Control  Board,  MAC and OSDC  continue  to exercise  various  fiscal-monitoring
functions over the City, and upon the occurrence or "substantial  likelihood and
imminence" of the occurrence of certain events,  including, but not limited to a
City operating  budget  deficit of more than $100 million,  the Control Board is
required  by law to  reimpose  a  Control  Period.  Currently,  the City and its
Covered  Organizations (i.e., those which receive or may receive monies from the
City directly,  indirectly or contingently)  operate under a four-year financial
plan which the City prepares annually and periodically updates.

    The  staffs of OSDC and the  Control  Board  issue  periodic  reports on the
City's  financial  plans,  as  modified,  analyzing  forecasts  of revenues  and
expenditures,  cash flow, and debt service  requirements,  as well as compliance
with the financial plan, as modified, by the City and its Covered Organizations.
OSDC staff reports  issued during the  mid-1980's  noted that the City's budgets
benefitted  from a rapid rise in the City's  economy,  which  boosted the City's
collection of property,  business and income taxes. These resources were used to
increase the City's workforce and the scope of  discretionary  and mandated City
services. Subsequent OSDC staff reports examined the 1987 stock market crash and
the 1989-92  recession,  which  affected the New York City region more  severely
than the nation,  and  attributed  an erosion of City  revenues  and  increasing
strain on City expenditures to that recession.  According to a recent OSDC staff
report,  the  City's  economy is now  slowly  recovering,  but the scope of that


                                       40
<PAGE>


recovery is uncertain  and unlikely,  in the  foreseeable  future,  to match the
expansion of the mid-1980's.  Also,  staff reports of OSDC and the Control Board
have indicated that the City's recent balanced  budgets have been  accomplished,
in  part,  through  the  use  of  non-recurring  resources,  tax  increases  and
additional  State  assistance;  that the City has not yet brought its  long-term
expenditures  in line with  recurring  revenues;  and that the City is therefore
likely to continue to face future  projected  budget gaps  requiring the City to
increase revenues and/or reduce expenditures. According to the most recent staff
reports of OSDC and the Control  Board,  during the four-year  period covered by
the  current  financial  plan,  the City is  relying  on  obtaining  substantial
resources from  initiatives  needing  approval and  cooperation of its municipal
labor unions, Covered Organizations,  and City Council, as well as the State and
Federal governments, among others.

    The City requires  significant amounts of financing for seasonal and capital
purposes. The City issued $1.75 billion of notes for seasonal financing purposes
during its fiscal  year  ending  June 30,  1994.  The City's  capital  financing
program projects long-term  financing  requirements of approximately $17 billion
for the City's  fiscal years 1995 through 1998.  The major capital  requirements
include  expenditures  for the City's water supply and sewage disposal  systems,
roads, bridges, mass transit, schools, hospitals and housing.

    On January 17, 1995,  Standard & Poor's  Corporation  announced  that it was
placing the City's general obligation bonds on its Creditwatch list,  indicating
that it was considering a possible downgrading of such debt.

Other Localities

    In addition to the City, certain localities,  including the City of Yonkers,
could  have  financial   problems  leading  to  requests  for  additional  State
assistance during the State's 1994-95 fiscal year and thereafter.  The potential
impact  on the State of such  requests  by  localities  is not  included  in the
projections of the State's  receipts and  disbursements  for the State's 1994-95
fiscal year.  Municipalities  and school  districts  have engaged in substantial
short-term  and long-term  borrowings.  In 1992, the total  indebtedness  of all
localities  in the  State  other  than New York  City  was  approximately  $15.7
billion.

    From time to time, Federal  expenditure  reductions could reduce, or in some
cases, eliminate,  Federal funding of some local programs, and accordingly might
impose substantial increased expenditure requirements on affected localities. If
the State,  the City or any of the  public  authorities  were to suffer  serious
financial difficulties jeopardizing their respective access to the public credit
markets,  the  marketability of notes and bonds issued by localities  within the
State  could  be  adversely  affected.  Localities  also  face  anticipated  and
potential problems resulting from certain pending litigation, judicial decisions
and long-range economic trends. Long-range potential problems of declining urban
population,  increasing  expenditures  and other economic trends could adversely
affect localities and require increasing State assistance in the future.

Special Factors Affecting the Ohio Tax-Exempt Series

    As described in the  Prospectus  under "Ohio Taxes" and except to the extent
investments are in temporary investments, the Ohio Trust will invest most of its
net  assets in  securities  issued by or on  behalf  of (or in  certificates  of
participation  in  lease-purchase  obligations of) the State of Ohio,  political
subdivisions of the State, or agencies or  instrumentalities of the State or its
political   subdivisions  (Ohio  Obligations).   The  Ohio  Trust  is  therefore
susceptible to general or particular  political,  economic or regulatory factors
that  may  affect  issuers  of  Ohio  Obligations.   The  following  information
constitutes  only a brief  summary of some of the many complex  factors that may
have an effect. The information does not apply to "conduit" obligations on which
the public issuer itself has no financial  responsibility.  This  information is
derived from official statements of certain Ohio issuers published in connection
with their issuance of securities and from other publicly available information,
and is believed to be accurate. No independent verification has been made of any
of the following information.

    Generally,  the  creditworthiness  of Ohio  Obligations  of local issuers is
unrelated  to that of  obligations  of the  State  itself,  and the State has no
responsibility to make payments on those local obligations.

    There may be specific  factors that at particular  times apply in connection
with  investment in  particular  Ohio  Obligations  or in those  obligations  of
particular Ohio issuers. It is possible that the investment may be in particular
Ohio Obligations,  or in those of particular  issuers, as to which those factors
apply. However, the information below is intended only as a general summary, and
is not  intended as a  discussion  of any  specific  factors that may affect any
particular obligation or issuer.

     General.  Ohio is the seventh most populous state; the 1990 Census count of
10,847,000  indicated a 0.5% population  increase from 1980. The Census estimate
for 1993 is 11,091,000.


                                       41
<PAGE>

    While diversifying more into the service and other non-manufacturing  areas,
the  Ohio  economy  continues  to rely in part on  durable  goods  manufacturing
largely concentrated in motor vehicles and equipment, steel, rubber products and
household appliances.  As a result,  general economic activity, as in many other
industrially-developed  states,  tends to be more  cyclical  than in some  other
states and in the nation as a whole.  Agriculture is an important segment of the
economy,  with over half the State's area  devoted to farming and  approximately
15% of total employment in agribusiness.

    In prior years, the State's overall  unemployment rate was commonly somewhat
higher than the national figure. For example,  the reported 1990 average monthly
State rate was 5.7%, compared to the 5.5% national figure. However, for the last
three years the State rates were below the  national  rates (6.5% versus 6.8% in
1993). The unemployment  rate and its effects vary among geographic areas of the
State.

    There can be no  assurance  that future  national,  regional  or  state-wide
economic  difficulties,  and the resulting  impact on State or local  government
finances  generally,  will  not  adversely  affect  the  market  value  of  Ohio
Obligations held in the Ohio Trust or the ability of particular obligors to make
timely  payments  of debt  service  on (or  lease  payments  relating  to) those
Obligations.

    State Finances. The State operates on the basis of a fiscal biennium for its
appropriations and expenditures,  and is precluded by law from ending its July 1
to June 30 fiscal year (FY) or fiscal biennium in a deficit position. Most State
operations are financed  through the General  Revenue Fund (GRF),  for which the
personal income and sales-use taxes are the major sources.  Growth and depletion
of GRF ending  fund  balances  show a  consistent  pattern  related to  national
economic  conditions,  with the ending FY balance  reduced during less favorable
and  increased   during  more  favorable   economic   periods.   The  State  has
well-established  procedures  for, and has timely  taken,  necessary  actions to
ensure  resource/expenditure  balances during less favorable  economic  periods.
Those  procedures  included  general and selected  reductions in  appropriations
spending.

    Key  biennium-ending  fund balances at June 30, 1989 were $475.1  million in
the GRF and $353  million in the  Budget  Stabilization  Fund  (BSF,  a cash and
budgetary  management  fund). In the next two fiscal years necessary  corrective
steps were taken to respond to lower receipts and higher expenditures in certain
categories than earlier estimated.  Those steps included selected  reductions in
appropriations spending and the transfer of $64 million from the BSF to the GRF.
Reported June 30, 1991 ending fund  balances were $135.3  million (GRF) and $300
million (BSF).

    To allow time to resolve certain budget  differences for the latest complete
biennium,  an interim  appropriations act was enacted effective July 1, 1991; it
included GRF debt service and lease rental appropriations for the entire 1992-93
biennium,  while continuing most other  appropriations for a month.  Pursuant to
the general  appropriations act for the entire biennium passed on July 11, 1991,
$200 million was transferred from the BSF to the GRF in FY 1992.

    Based on updated  results and  forecasts  in the course of FY 1992,  both in
light  of a  continuing  uncertain  nationwide  economic  situation,  there  was
projected,  and then timely addressed, an FY 1992 imbalance in GRF resources and
expenditures.  GRF receipts  significantly  below  original  forecasts  resulted
primarily from lower collections of certain taxes, particularly sales -- use and
personal  income  taxes.  Higher  expenditure  levels  came  in  certain  areas,
particularly human services including Medicaid.  The Governor ordered most State
agencies to reduce GRF  spending in the last six months of FY 1992 by a total of
approximately  $184 million.  As authorized by the General Assembly,  the $100.4
million BSF balance,  and  additional  amounts from  certain  other funds,  were
transferred  late in the FY to the GRF,  and  adjustments  made in the timing of
certain tax payments. Other administrative revenue and spending actions resolved
the remaining imbalance.

    A significant GRF shortfall  (approximately $520 million) was then projected
for the next year,  FY 1993.  It was addressed by  appropriate  legislative  and
administrative  actions.  The Governor  ordered,  effective  July 1, 1992,  $300
million  in  selected  GRF  spending   reductions.   Subsequent   executive  and
legislative  action in  December  1992 -- a  combination  of tax  revisions  and
additional  spending  reductions  -- resulted in a balance of GRF  resources and
expenditures for the 1992-93 biennium. The June 30, 1993 ending GRF fund balance
was approximately $111 million,  of which, as a first step to BSF replenishment,
$21 million was  deposited  in the BSF.  (Based on June 30,  1994  balances,  an
additional  $260  million  has been  deposited  in the BSF,  which has a current
balance of $281 million).

    No  spending  reductions  were  applied  to  appropriations  needed for debt
service on or lease rentals relating to any State obligations.


                                       42
<PAGE>

    The GRF  appropriations  Act for the current 1994-95 biennium was passed and
signed  by the  Governor  on  July  1,  1993.  It  included  all  necessary  GRF
appropriations  for State debt service and lease rental  payments then projected
for the biennium.

    Debt.  The State's  incurrence  or  assumption of debt without a vote of the
people is, with limited exceptions,  prohibited by current State  constitutional
provisions.  The State may incur debt,  limited in amount to $750,000,  to cover
casual  deficits  or failures in  revenues  or to meet  expenses  not  otherwise
provided for. The Constitution  expressly  precludes the State from assuming the
debts of any local  government  or  corporation.  (An  exception is made in both
cases for any debt incurred to repel invasion,  suppress  insurrection or defend
the State in war.)

    By 13 constitutional  amendments, the last adopted in 1993, Ohio voters have
authorized  the  incurrence  of State debt and the pledge of taxes or excises to
its payment.  At December 30, 1994,  $674.4,  million (excluding certain highway
bonds payable  primarily from highway use charges) of this debt was outstanding.
The only such State debt then still  authorized  to be incurred  are portions of
the highway bonds, and the following:  (a) up to $100 million of obligations for
coal research and  development may be outstanding at any one time ($38.9 million
outstanding);   (b)  $480   million   of   obligations   authorized   for  local
infrastructure improvements, no more than $120 million of which may be issued in
any calendar year ($608.2  million  outstanding);  and (c) up to $200 million in
general  obligation bonds for parks,  recreation and natural resources  purposes
which may be  outstanding at any one time (no more than $50 million to be issued
in any one year.

    The  Constitution  also  authorizes  the issuance of State  obligations  for
certain  purposes,  the owners of which do not have the right to have excises or
taxes levied to pay debt service.  Those special obligations include obligations
issued by the Ohio Public Facilities Commission and the Ohio Building Authority,
and certain  obligations  issued by the State  Treasurer,  over $4.4  billion of
which were outstanding or specifically authorized at December 30, 1994.

    A 1990  constitutional  amendment  authorizes  greater  State and  political
subdivision participation (including financing) in the provision of housing. The
General  Assembly  may  for  that  purpose   authorize  the  issuance  of  State
obligations secured by a pledge of all or such portion as it authorizes of State
revenues or receipts (but not by a pledge of the State's full faith and credit).

    A 1994 constitutional amendment pledges the full faith and credit and taxing
power of the State to  meeting  certain  guarantees  under the  State's  tuition
credit program which provides for purchase of tuition  credits,  for the benefit
of State  residents,  guaranteed to cover a specified amount when applied to the
cost  of  higher  education  tuition.  (A  1965  constitutional  provision  that
authorized student loan guarantees payable from available State moneys has never
been implemented, apart from a "guarantee fund" approach funded essentially from
program revenues).

    State and local  agencies issue  obligations  that are payable from revenues
from or  relating  to  certain  facilities  (but not from  taxes).  By  judicial
interpretation,   these   obligations  are  not  "debt"  within   constitutional
provisions.  In general, payment obligations under lease-purchase  agreements of
Ohio public agencies (in which  certificates of participation may be issued) are
limited in duration to the agency's  fiscal period,  and are renewable only upon
appropriations being made available for the subsequent fiscal period.

    Debt Rating.  The outstanding  State tax supported bonds are currently rated
"Aa" by  Moody's,  and  "AAA"  (highway  obligations)  and "AA" by S&P,  and the
outstanding State bonds issued by the Ohio Public Facilities Commission and Ohio
Building Authority are rated "A1" by Moody's and "A+" by S&P.

    Schools and  Municipalities.  Local school districts in Ohio receive a major
portion  (state-wide  aggregate  in the range of 46% in  recent  years) of their
operating  moneys from State  subsidies,  but are  dependent  on local  property
taxes, and in 107 districts from voter-authorized  income taxes, for significant
portions  of their  budgets.  Litigation,  similar to that in other  states,  is
pending  questioning the  constitutionality  of Ohio's system of school funding.
The trial court recently  concluded that aspects of the system  (including basic
operating assistance) are unconstitutional, and ordered the State to provide for
and fund a system complying with the Ohio Constitution.  The State has appealed.
A small  number of the  State's  612  local  school  districts  have in any year
required  special  assistance  to avoid  year-end  deficits.  A current  program
provides  for school  district  cash need  borrowing  directly  from  commercial
lenders,  with diversion of State subsidy  distributions to repayment if needed.
Borrowings under this program totalled $68.6 million for 44 districts (including
$46.6  million for one  district)  in FY 1992,  $94.5  million for 27  districts
(including  $75 million for one) in FY 1993,  and $15.6 million for 28 districts
in FY 1994.


                                       43
<PAGE>

    Ohio's 943  incorporated  cities and villages rely primarily on property and
municipal income taxes for their operations. With other subdivisions,  they also
receive local government  support and property tax relief moneys  distributed by
the State. For those few municipalities  that on occasion have faced significant
financial  problems,  there are  statutory  procedures  for a joint  State/local
commission to monitor the municipality's fiscal affairs and for development of a
financial plan to eliminate  deficits and cure any defaults.  Since inception in
1979,  these  procedures have been applied to 23 cities and villages;  for 18 of
them the fiscal situation was resolved and the procedures terminated.

    Property  Taxes.  At present the State itself does not levy ad valorem taxes
on real or  tangible  personal  property.  Those  taxes are levied by  political
subdivisions and other local taxing  districts.  The Constitution has since 1934
limited to 1% of true value in money the amount of the aggregate levy (including
a levy for unvoted  general  obligations)  of property taxes by all  overlapping
subdivisions,  without a vote of the electors or a municipal charter  provision,
and  statutes  limit  the  amount of that  aggregate  levy to 10 mills per $1 of
assessed valuation  (commonly referred to as the "ten-mill  limitation").  Voted
general  obligations  of  subdivisions  are payable from property taxes that are
unlimited as to amount or rate.

    Litigation.  According to recent State official  statements,  the State is a
party to various legal proceedings seeking damages or injunctive or other relief
and generally  incidental to its operations.  The ultimate  disposition of those
proceedings is not determinable.

Special Factors Effecting the Oregon Tax-Exempt Series

    The  following  information  is a summary of special  factors  affecting the
Oregon Tax-Exempt  Series. It does not purport to be a complete  description and
is based in part on the 1993 Annual Report of the Oregon State  Treasurer and in
part on the December 1994 Oregon Economic and Revenue  Forecast  prepared by the
Oregon Department of Administrative Services.

                               ECONOMIC FORECAST
Short-Term Outlook

    Oregon's  economy  appears  set to slow along with the  national  economy in
1995. Higher costs due to labor shortages and rising interest rates are expected
to moderate  the pace of economic  activity in 1995 and 1996.  Complicating  the
state's  outlook is the likelihood of further  reductions in the timber industry
over the next two years.  Despite the  expectation of slower growth,  continuing
strength in high technology  manufacturing,  rising exports, and a steady stream
of new  residents  should  keep  Oregon's  job and income  growth rate above the
national average through 1996.

    Wage and salary employment is expected to increase 2.6 percent in 1995, down
from an  estimated  3.0  percent in 1994.  This  translates  into an increase of
35,800 jobs in 1995, compared to 39,800 the previous year.  Employment growth is
expected to slow further to 2.0 percent (28,300 jobs) in 1996.

    Oregon's  personal  income is  expected  to rise 7.4  percent  in 1994,  the
highest  growth rate since  1990.  After  adjustment  for  inflation  (using the
consumer expenditure deflator),  income is projected to rise 5.1 percent for the
year. If this  projection is realized,  it would be the highest  growth for real
personal income in Oregon since 1978. Personal income growth is expected to slow
to 6.4 percent in 1995 and 5.8 percent in 1996. Adjusted for inflation, personal
income is forecast to rise 3.7 percent in 1995 and 3.0 percent in 1996.

    With the  unemployment  rate near its "natural rate" at five percent,  it is
almost  inevitable that job growth will slow. The natural rate is defined as the
unemployment  rate at which  labor  markets  clear  without  upward or  downward
pressure on wages.  The natural rate will be positive  because there will always
be  unemployed  workers  either  temporarily  between jobs or without the skills
required for existing job openings.  For the U.S.  economy,  the natural rate is
currently  estimated  to be six  percent.  Although  there is room for  error in
estimating  unemployment  rates for small  states,  Oregon  at five  percent  is
clearly near its natural rate if not below.  This means that job growth over the
next year is likely to be limited to  increases  in the labor  force.  The labor
force is likely to grow two to three percent as young people enter for the first
time and new residents move to Oregon.  If labor shortages lead to higher wages,
there may also be a temporary  increase  in the labor force as some  workers are
coaxed into re-entering the labor market by the prospect of higher income.

    Another  factor  slowing the state  economy is the  resumption  of declining
activity in the timber  industry  after a one-year  respite due to high  prices.
Lumber  prices have peaked, and industry employment is falling once again. After


                                       44
<PAGE>

increasing by 900 in 1994, lumber and wood products jobs are expected to decline
3,200 in 1995 and  2,500 in 1996.  Paper  industry  employment  is  expected  to
decrease by 300 over the next two years.

    The timber harvest is expected to total 4.7 billion board feet (BBF) in 1994
before declining to 4.4 BBF in 1995 and 4.2 BBF in 1996. With the implementation
of the forest  plan,  the  federal  timber  harvest is  expected  to drop to 400
million  board feet by 1996,  down from an estimated  700 million  board feet in
1994. The remaining 3.8 BBF in 1996 will come from state and private lands.  The
supply  constraints  imposed on federal  lands have  reduced the timber  harvest
proportionally  more than  industry  employment.  There are several  reasons for
this.  The first is that  segments of the  industry  where labor adds more value
such as millwork and manufactured  housing have increased as a share of industry
employment.  Secondly,  raw log exports have  declined  while imports from other
states and countries have increased.  Finally, the use of smaller logs increases
the overrun for mills which means that the actual  amount of wood  available for
production per board foot is greater.  The state's construction sector is likely
to slow from the frenetic pace of 1994.  Construction employment is estimated to
increase  12.6 percent in 1994,  with housing  starts  climbing  15.1 percent to
21,800.  Housing starts are projected to have reached their highest annual total
since 1979. Higher mortgage rates are expected to lower housing starts to 21,100
in 1995 and 20,600 in 1996. Increased  non-residential  construction is expected
to prevent a decline in construction jobs.  Construction  employment is expected
to increase 7.0 percent in 1995 and 1.7 percent in 1996.

    Oregon's  electronics  industry is expected  to continue  expanding  rapidly
despite  the  deceleration  taking  place  in  the  overall  economy.   Industry
employment  is  estimated  to increase  12.3 percent in 1994 and 10.8 percent in
1995. Electronics jobs are projected to increase by 7,400 between 1991 and 1995.

    The flow of  in-migrants  from other  states is  expected  to remain a major
stimulative  force for the state  economy.  Population  is  expected to increase
61,000  in 1995  and  52,000  in  1996.  A  modest  deceleration  in the rate of
migration  is  anticipated  due  to  the  assumption  of  economic  recovery  in
California.

Income Components

    After  surging an estimated  8.3 percent in 1994,  wage and salary income is
projected to increase  6.7 percent in 1995 and 5.6 percent in 1996.  The state's
tight labor markets are expected to put upward pressure on private sector wages.
Manufacturing wages are expected to increase 5.2 percent in 1994 and 4.6 percent
in 1995. Private service wage growth is estimated at 6.0 percent and 4.6 percent
for the two years,  respectively.  The 1994 growth rates are  artificially  high
because 1993 was  depressed by tax shifting into 1992.  Wages in the  government
sector are expected to increase 3.1 percent in 1994 and 2.3 percent in 1995.

    The state economy's  strong  performance  over the last two years is clearly
evident in proprietor income. Non-farm proprietor's income increased 9.5 percent
in 1993 and an estimated 9.4 percent in 1994. The slowing economy is expected to
pull growth in this income category down to 5.4 percent in 1995. Farm proprietor
income jumped 16.8 percent in 1993 and a projected further 14.7 percent in 1994.
Farm income  growth is expected to remain  strong at 10.6 percent in 1995 before
slowing to 3.9 percent in 1996.

    Rising  interest  rates are expected to lift  dividend,  rent,  and interest
income to a growth rate of 5.6 percent in 1994 and 5.3 percent in 1995,  up from
2.0 percent in 1993. The state's low unemployment rate and small  cost-of-living
adjustments  for social  security are expected to slow transfer  payment  income
growth to 4.7 percent in 1994,  the slowest rate for this  category  since 1987.
The slowing  economy should push transfer  payment growth back to 6.1 percent in
1995.

Goods-Producing Sectors

    Overall  manufacturing  employment  is projected to increase 3.0 percent for
1994.  The  only  major  manufacturing  industries  in  the  state  expected  to
experience declines for the year are scientific instruments and paper. All other
major  industries  are  estimated  to  have  added  to  payrolls.  Manufacturing
employment  growth is expected to drop to 0.3 percent in 1995 largely because of
declines in the timber  industry.  Manufacturing  jobs,  exclusive of timber are
projected to grow by 4,100, an increase of 2.7 percent.

    The  slowing  national  economy  is  expected  to  reduce  growth  in metals
employment  from  3.9  percent  in  1994  to 1.5  percent  in  1995.  A  similar
deceleration  is anticipated for  transportation  equipment which is forecast to
increase 5.6 percent in 1994 and 3.2 percent in 1995.  Small  payroll  gains are
projected for food processing and printing and publishing.


                                       45
<PAGE>

    Following  two years of employment  growth above four  percent,  the state's
mining sector is expected to reduce  employment  by eight  percent in 1994.  Job
losses are  projected to moderate to 2.2 percent in 1995 before  payrolls  begin
rising again in 1996.

Service-Producing Sectors

    With the exception of financial services, Oregon's private service-producing
sectors have lagged  behind the growth of the  goods-producing  sectors over the
past  year.   This   relationship   is   expected  to  change  in  1995  as  the
interest-sensitive    goods-producing    sectors    slow    and   the    private
service-producing  sectors pick up moderately in response to the income  already
generated by the goods-producers.  Overall private  service-producing job growth
is expected to total  25,000 in 1994,  29,700 in 1995,  and 27,400 in 1996.  The
non-health  service sector is expected to account for the largest  proportion of
the job growth. Payroll employment in this sector is forecast to increase 12,400
in 1995 and 10,900 in 1996.  Health  service  employment  is expected to grow by
3,900 in 1995 and 3,100 in 1996.

    Overall trade employment growth should pick up over the next two years. Jobs
in this sector are  forecast  to rise 2.5 percent in 1994,  2.8 percent in 1995,
and 2.9 percent in 1996.  Wholesale  trade is likely to benefit  from  increased
exports  and grow 3.9  percent in 1995 and 3.5  percent in 1996.  Retail  trade,
after some  consolidation  in 1994,  is expected to increase 2.4 percent in 1995
and 2.6 percent in 1996.

    Financial services is the  service-producing  sector most affected by rising
interest rates because a large proportion of the jobs in this sector are in real
estate.  Real estate  activity is likely to slow from the extremely fast pace of
1994.  This will translate  into some slowing of job growth is this sector.  Job
growth is estimated at 5.5 percent in 1994, 2.7 percent in 1995, and 2.2 percent
in 1996.

    The government  sector is expected to remain  essentially flat over the next
two years. The pattern established in 1993 and 1994 is expected to continue with
federal jobs declining,  state jobs virtually flat, and local employment  rising
moderately.  Overall  government  job growth in the state is  expected to be 0.8
percent in 1994, 0.6 percent in 1995, and 0.5 percent in 1996.

Short-Term Outlook Risks

    The biggest  short-term risk to the state economy is similar to that for the
national economy.  The development of a boom-bust scenario at the national level
with strong growth leading to a surge in interest rates and labor costs followed
by a sharp reduction in construction and manufacturing  would have a significant
impact on Oregon. The state's recent growth has depended heavily on construction
and capital  goods  manufacturers;  both sectors are highly  sensitive to credit
conditions.

    On the upside, the state's labor force may be more elastic than anticipated,
thereby  allowing  growth to remain strong despite the current low  unemployment
rate.  This  would be the case if  in-migration  were to pick up and  reduce the
threat of shortages for skilled labor.

Extended Outlook

    Oregon's  income,  population,  and  employment  growth are all  expected to
exceed the national average for the seven-year period between 1993 and 2000 (see
Table 7).  Population  is expected to grow nearly  twice the  national  average,
reaching  3,434,000 by the year 2000. On a per capita basis,  Oregon's  personal
income growth is expected to roughly parallel that of the nation.

    Oregon's income and job growth rates have consistently exceeded the national
average since 1987.  This has occurred  despite the radical  downsizing that has
taken place in the state's  timber  industry.  These two  patterns are likely to
continue at least until 1998. At that time,  the timber  industry is expected to
bottom out with the federal  timber  harvest  constant at 400 million board feet
per year.  The overall  timber harvest from all lands is expected to be 3.9 BBF.
Timber industry employment is expected to be 53,800 in 1998, down from 63,100 in
1994.

    Despite the sharp decline in timber  industry  jobs,  overall  manufacturing
employment in 2000 is expected to be up slightly from the 1994 level. This means
other  manufacturing  industries in Oregon are expanding to offset losses in the
timber  industry.  The following table shows how the proportion of manufacturing
employment in the state's key manufacturing industries changed in the 1980's and
how it is expected to change in the 1990's.


                                       46
<PAGE>

                     Oregon Manufacturing Jobs by Industry
                    (Percentage of Manufacturing Employment)

                                       1980              1990              2000
Lumber and Wood Products               32.4              29.1              20.8
Electronics                             4.6               7.9              13.8
Food Processing                        11.3              11.3              12.3
Non-electrical Machinery                8.2               8.1              10.1
Metals                                 11.0              10.2               9.8
Printing and Publishing                 4.7               6.6               7.1
Transportation Equipment                4.8               6.1               6.6
Scientific Instruments                  9.0               5.5               3.8
Paper                                   4.8               4.2               3.8

Other nondurable goods                  5.0               5.8               6.6
Other durable goods                     4.3               5.2               5.2

The  biggest  change  is the  lumber  and  wood  products  industry's  share  of
manufacturing  employment.  Lumber and wood  products is expected to account for
20.8 percent of employment in 2000, down from 32.4 percent two decades  earlier.
Employment in the paper industry is also declining, dropping from 4.8 percent in
1980 to a  projected  3.8  percent  in 2000.  The other  significant  decline is
occurring in the scientific  instruments  industry which is expected to drop all
the way down to 3.8  percent  of  manufacturing  employment  by 2000,  less than
one-half of its 1980 share.

    The largest proportionate gain in the 1980's was in the electronics industry
which  increased its share from 4.6 percent in 1980 to 7.9 percent in 1990.  The
trend is expected to continue  throughout  the  1990's,  with  electronics  jobs
comprising  13.8 percent of  manufacturing  employment  by 2000.  Non-electrical
machinery,  another  component of the high technology  grouping,  is expected to
make up 10.1 percent of manufacturing jobs in 2000, up from 8.1 percent in 1990.

    The growing diversity of the state's  manufacturing sector is illustrated by
the rising share of jobs attributable to printing and publishing, transportation
equipment,  and food processing.  The  increasingly  diverse nature is even more
evident  in the  steadily  rising  share of  manufacturing  jobs in the  "other"
durable and nondurable goods industries.

                        PROPERTY TAX LIMITATION MEASURE

    On November 6, 1990,  voters of the State  approved  Ballot  Measure 5 which
became an amendment to the Oregon  Constitution  (Article XI,  Section 11b) (the
"Amendment").  This  Amendment  limits the amount of property taxes which may be
imposed on individual parcels of property. The Amendment did not repeal existing
constitutional or statutory restrictions on property taxes.

    The Amendment has an effect on the financial condition of the State since it
(1)  requires  the Oregon  Legislature  over a  five-year  period to replace tax
revenues lost by school districts as a result of enactment of the Amendment, and
(2) restricts the ability of Oregon local  governments to raise revenues through
the  imposition of property tax  increases.  While the precise  magnitude of the
effect cannot be predicted with any certainty, the Legislative Revenue Office of
the State has prepared an analysis of the possible fiscal impact upon the State.
Although the assumptions used by that office are the best possible given current
information,  future  information  may produce more accurate models and improved
assumptions, which could raise or lower estimates of the Amendment's cost to the
State.

    The  Legislative  Revenue  Office's  analysis  indicates  that  the  State's
obligation to replace  school  revenues was $491.7  million during the 1991-1993
biennium,  and will be  $1,606.0  million  during  the  1993-1995  biennium  and
$1,397.5  million  during the 1995-96  fiscal  year.  Under the  Amendment,  the
State's  obligation  to replace  school  revenues  terminates  after fiscal year
1995-96

    The  Amendment  provides for certain  exemptions to its  limitations.  Taxes
imposed to pay principal and interest on bonded  indebtedness  authorized by the
Oregon Constitution are not limited by the Amendment. The Amendment will have no
effect on the State's legal  ability to levy property  taxes to pay debt service
on general obligation bonds authorized by the Oregon Constitution.


                                       47
<PAGE>

1993-95 Legislative Action

    The 1993 Legislature  approved a measure which was voted on by the people in
November  1993.  This measure was a  legislative  response to Measure 5 that was
intended to provide a long-term  solution to education funding in the state. The
measure was overwhelmingly  defeated in the November 1993 general election.  The
defeat of this measure  assured a great deal of  uncertainty  about future state
fiscal policy.

Debt Management Plan

    In response to the property tax limitation measure approved by voters of the
State on November 6, 1990, the State Treasurer announced a Debt Management Plan.
The Debt  Management  Plan  remains in effect.  The  overall  intent of the Debt
Management Plan is to reduce the amount of outstanding State general  obligation
debt and reduce the issuance of new debt until the uncertainties  created by the
Amendment have been  resolved.  Under the Debt  Management  Plan, the state will
issue debt to fund priority  capital needs and to take advantage of low interest
rates by issuing refunding obligations where it is economically  advantageous to
do so.

                  OREGON PUBLIC EMPLOYEE INCOME TAX CHALLENGE
                           HUGHES V. STATE OF OREGON

    The 1991 Oregon Legislature enacted  legislation,  in response to the United
Sates Supreme Court  decision in Davis v. Michigan  Dept. of Treasury,  489 U.S.
803 (1989),  which held that states could not lawfully  impose a personal income
tax on  federal  retirement  benefits,  while at the  same  time,  fully  exempt
retirement benefits received under state and local government retirement system.
The 1991  legislation  extended Oregon income taxation to state and local public
retirement  income.  Previously,  Oregon statutes had exempted benefits received
under the Oregon Public Employees'  Retirement System from state personal income
taxation.

    On August 6, 1992, the Oregon Supreme Court determined that section 1 of the
1992  legislation,  which repealed a statute stating that state and local public
retirement  benefits  "accrued  and  accruing"  would  not be  subject  to state
personal income taxation,  impaired a contract,  established by statute, between
the  participants in the Oregon Public  Employees'  Retirement  System and their
employers.  That holding applies, however, only to taxation of benefits that are
attributable  to  work  performed  on or  before  September  28,  1991,  the day
immediately  preceding the  effective  date of the 1991  legislation.  The court
therefore  nullified  that section on the ground that it violated the "Contracts
Clause",  Article  I,  section 21 of the Oregon  Constitution,  with  respect to
benefits attributable to work performed on or before September 28, 1991.

    The decision  affects taxes collected or imposed on those Public  Employees'
Retirement  System  benefits  that accrued with respect to work  performed on or
before  September 28, 1991.  The state had already  commenced  withholding  with
respect to those taxes for PERS  retirees  who had not opted out.  The  decision
therefore will require the  Legislative  Assembly to enact an adequate remedy of
some  character  with  respect  to  those  withholdings.  Depending  on how  the
Legislative  Assembly addresses this issue, the net negative impact on the state
General  Fund budget in the next  biennium  could range from  approximately  $50
million to $100 million.  Additionally, in the future, the state may not subject
Public  Employees'  Retirement  System  benefits that are  attributable  to work
performed on or before September 28, 1991 to state personal income taxation.

              ALSEA VENEER, INC., ET AL V. STATE OF OREGON, ET AL;
             ABC ROOFING CO., INC., ET AL V. STATE OF OREGON, ET AL

    Two  companion  class  actions  were  filed in  September  1988 by  workers'
compensation   policyholders  insured  by  the  State  Accident  Insurance  Fund
Corporation   (SAIF).   The  plaintiffs  sought  damages  based  on  the  Oregon
Legislative Assembly's 1983 transfer of $81 million in surplus reserves from the
Industrial  Accident  Fund to the State  General  Fund  under  Oregon  Laws 1982
(Special  Session 3) chapter 2. Because both cases were brought on behalf of the
same class of employer-policyholders,  the combined maximum claims in both cases
cannot exceed $81 million, plus interest and attorney fees, if any.

    In an opinion dated  November 18, 1993,  the Oregon  Supreme Court held that
Oregon must repay $81 million,  with  interest,  to SAIF,  and that SAIF's board
must determine what  distributions,  if any, would have been made to some or all
classes of employers  insured with SAIF,  had the $81 million been  available to
SAIF in 1982. Damages will presumably be based on this latter determination. The


                                       48
<PAGE>


Supreme Court specifically noted that "SAIF has no legal license to attempt once
again to pass the money to [Oregon's] General Fund . . . "

    The total liability, including accrued interest, of the state as a result of
these cases could be as great as $188 million.

                    LEVEL OF GENERAL OBLIGATION INDEBTEDNESS

    As of December 31, 1993,  approximately $4.713 billion in general obligation
debt of the  state of  Oregon  was  outstanding,  including  $3.870  billion  of
Veteran's Welfare Bonds, a mortgage bond program.

                   VALUE OF REVENUE BONDS AFFECTED BY ECONOMY

    Although revenue obligations of Oregon or its political  subdivisions may be
payable from a specific project or source, including lease rentals, there can be
no assurance that economic difficulties,  with the resulting effect on state and
local  governmental  finances,  will not  adversely  affect the market  value of
municipal  obligations  held in the portfolio of the Trust or the ability of the
respective obligors to make required payments on such obligations.

SMALL ACTIVE MARKET

    There is a relatively  small  active  market for  municipal  bonds of Oregon
issuers other than the general  obligation  bonds of the state  itself,  and the
market price of such bonds may, therefore, be volatile. If the Trust were forced
to sell a large volume of these bonds for any reason,  such as  redemptions of a
large  number of its shares,  the large sale itself might  adversely  affect the
value of the Series' portfolio.

Special Factors Affecting the South Carolina Tax-Exempt Series

    The State of South Carolina has the power to issue general  obligation bonds
based on the full faith and credit of the State. Political subdivisions are also
empowered to issue general  obligation bonds,  which are backed only by the full
faith and credit of that political subdivision,  and not by the resources of the
State  of  South  Carolina  or  any  other  political   subdivision.   Political
subdivisions  are empowered to levy ad valorem  property  taxes on real property
and  certain  personal  property  to raise  funds  for the  payment  of  general
obligation  bonds.  General  obligation  debt may be incurred  only for a public
purpose  which  is  also  a  corporate  purpose  of  the  applicable   political
subdivision.

    Under  Article X of the  Constitution  of the State of South  Carolina,  the
State may  issue  general  obligation  debt  without  either a  referendum  or a
supermajority  of the General  Assembly,  within limits  defined by reference to
anticipated  sources of revenue  for bonds  issued for  particular  purposes.  A
referendum or  supermajority  of the General  Assembly may authorize  additional
general  obligation debt.  Article X further requires the levy and collection of
an ad valorem tax if debt service  payments on general  obligation  debt are not
made.  Under  Article  X of the  Constitution  of the  State of South  Carolina,
political  subdivisions  are  empowered to issue  aggregate  general  obligation
indebtedness  up to 8% of the  assessed  value of  taxable  property  within the
political  subdivision  (exclusive of debt incurred before the effective date of
Article X with respect to such subdivisions) without a referendum.  A referendum
may authorize  additional  general  obligation debt. The ordinance or resolution
authorizing  bonded debt of a political  subdivision  also  directs the levy and
collection of ad valorem  taxes to pay the debt.  In addition,  Article X of the
South Carolina  Constitution  provides for withholding by the State Treasurer of
any state  appropriations  to a political  subdivision  which has failed to make
punctual payment of general obligation bonds. Such withheld  appropriations,  to
the extent available,  may be applied to the bonded debt. Political subdivisions
are not generally  authorized  to assess income taxes,  or to pledge any form of
tax other than ad valorem property taxes, for the payment of general  obligation
bonds.  Certain  political   subdivisions  have  been  authorized  to  impose  a
limited-duration  1% sales tax to defray the debt service on general  obligation
bonds.

    Industrial  development bonds and other forms of revenue bonds issued by the
State or a political subdivision are not secured by the full faith and credit of
the State or the  issuing  entity.  Such bonds are  payable  only from  revenues
derived from a specific facility or revenue source.

    The State of South Carolina has not defaulted on its bonded debt since 1879.
The State did, however,  experience certain budgeting  difficulties over several
recent  fiscal years  through June 30, 1993,  resulting in mid-year  cutbacks in
funding of state  agencies  in those  years.  The State had a budget  surplus at
fiscal year end June 30, 1994.  Such  difficulties  have not to date impacted on
the  State's  ability to pay its  indebtedness  but have  resulted in Standard &
Poor's  Corporation  lowering its


                                       49
<PAGE>

rating on South Carolina general obligation bonds from AAA to AA+ on January 29,
1993. South Carolina's general  obligation bonds are rated Aaa by Moody's.  Such
ratings apply only to the general  obligation bonded  indebtedness of the State,
and do not apply to bonds issued by political  subdivisions  or to revenue bonds
not backed by the full faith and credit of the State.
    
                                   APPENDIX C

                 HISTORY OF J. & W. SELIGMAN & CO. INCORPORATED

    Seligman's beginnings date back to 1837, when Joseph Seligman, the oldest of
eight brothers,  arrived in the United States from Germany. He earned his living
as a pack  peddler in  Pennsylvania,  and began  sending for his  brothers.  The
Seligmans became successful  merchants,  establishing  business in the South and
East.

    Backed by nearly thirty years of business  success - culminating in the sale
of government  securities to help finance the Civil War - Joseph Seligman,  with
his brothers,  established the international banking and investment firm of J. &
W. Seligman & Co. In the years that  followed,  Seligman  played a major role in
the geographical expansion and industrial development of the United States.

Seligman:

...Prior to 1900

o   Helps finance America's fledgling railroads.
o   Is admitted to the New York Stock Exchange in 1869.
o   Becomes a prominent underwriter of corporate securities,  including New York
    Mutual Gas Light Company, later part of Consolidated Edison.
o   Provides financial assistant to Mary Todd Lincoln  and  urges  the Senate to
    award her a pension.
o   Is appointed U.S. Navy fiscal agent by President Grant.
o   Becomes  a  leader  in  raising  capital  for America's industrial and Urban
    development.

...1900-1910

o   Helps Congress finance the building of the Panama Canal.

...1910s

o   Participates  in  raising  billions for  Great  Britain,  France  and Italy,
    helping finance World War I.

...1920s

o   Participates in hundreds of  successful  underwritings  including  those for
    some of the Country's most important companies: Briggs Manufactoring,  Dodge
    Brothers, General Motors,  Minneapolis-Honeywell  Regulatory Company, Maytag
    Company United Artists Theater Circuit and Victor Talking Machine Company.
o   Forms  Tri-Continental  Corporation  in 1929,  today  the  nations  largest,
    diversified  closed-end  equity investment  company,  and one of its oldest,
    with over $2 billion in assets.

...1930s

o   Assumes  management  of Broad Street  Investing  Co. Inc.,  its first mutual
    fund, today known as Seligman Common Stock Fund.
o   Establishes Investment Advisory Service.


                                       50
<PAGE>

...1940s

o   Helps shape the Investment Company Act of 1940.
o   Leads in the  purchase  and  subsequent  sale to the public of Newport  News
    Shipbuilding  and  Dry  Dock  Company,  a  prototype   transaction  for  the
    investment banking industry.
o   Assumes management of National Investors Corporation,  today Seligman Growth
    Fund.
o   Establishes Whitehall Fund, Inc., today Seligman Income Fund.

...1950-1989

   
o   Develops new open-end investment  companies.  Today,  manages 43 mutual fund
    portfolios.
o   Helps  pioneer  state-specific,   tax-exempt  municipal  bond  funds,  today
    managing a national and 18 state-specific tax-free funds.
o   Establishes J. & W. Seligman Trust Company,  and J. & W. Seligman Valuations
    Corporation.

...1990s

o   Introduces  Seligman Select  Municipal Fund and Seligman  Quality  Municipal
    Fund, two high quality, closed-end municipal bond funds.
o   In 1991 establishes a joint venture with Henderson Administration Group plc,
    of London,  known as  Seligman  Henderson  Co., to offer  global  investment
    products.
o   Introduces two small-cap mutual funds:  Seligman  Frontier Fund and Seligman
    Henderson Global Smaller Companies Fund.
    


                                       51


<PAGE>
   

          ======================================================================

          Seligman
          Tax-Exempt
          Fund
          Series, Inc.
          ----------------------------------------------------------------------

          11th Annual Report
          September 30, 1994


          ======================================================================


          JWS

<PAGE>


================================================================================
To the Shareholders
- --------------------------------------------------------------------------------

We are pleased to report the long-term investment results, portfolio holdings,
and audited financial statements for the National and 12 state-specific
portfolios in Seligman Tax-Exempt Fund Series for the fiscal year ended
September 30, 1994. Highlights, the performance overview, and portfolio
information begin on page 2.

     The economic recovery which has been unfolding over the past several years
was characterized by low inflation, declining interest rates, and steady, albeit
modest, growth. During the second half of 1993, however, the economy began to
show signs of increased strength. In February of 1994, the Federal Reserve Board
(FRB) moved to raise the federal funds rate for the first time in five years in
an effort to slow the economy's rate of growth and keep inflation under control.
Since then, the FRB has raised the federal funds rate an additional four times
as economic reports continued to suggest that the economy was gaining momentum.
Further tightening remains a possibility until such time as the FRB achieves its
goal of moderate growth and stable inflation.

     1994 has been a difficult year for the bondmarkets. The increase in
interest rates has led to a decline in the value of fixed-income securities,
including those held in your Fund. The municipal bond market, however, has
experienced less volatility and, in general, has outperformed the taxable bond
markets. Additionally, intermediate-term and long-term municipal bonds still
provide a substantial yield advantage when compared with after-tax returns of
taxable bonds of comparable quality. While the possibility exists that interest
rates will increase further, we believe there is value in the current municipal
market environment.

     Early this year, the use of derivatives in the management of mutual fund
portfolios gained substantial media attention, and many of you have inquired
about the use of these securities in your Series. Your Manager does not invest
in derivative securities because, in our opinion, they may increase the
potential of investment risk to your portfolio.

     For additional information about your Series, or your investment in its
shares, please write, or call the toll-free telephone numbers listed on page 63.

     We thank you for your continued trust and support of Seligman Tax- Exempt
Fund Series.

By order of the Board of Directors,

/s/ WILLIAM C. MORRIS
William C. Morris
Chairman


                                   /s/ RONALD T. SCHROEDER
                                   Ronald T. Schroeder
                                   President

October 28, 1994
                                                                               1
<PAGE>
================================================================================
Seligman Tax-Exempt Fund Series
- --------------------------------------------------------------------------------
                                                                         
Highlights September 30, 1994

<TABLE>
<CAPTION>

                                      National     Colorado      Georgia     Louisiana   Maryland     Massachusetts
- -------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>          <C>          <C>         <C>
Net assets:
Class A (in millions)                 $111.4        $58.2        $61.5         $61.4        $57.3       $120.1
Class D (in millions)                    0.4          0.1          0.8           0.7          0.4          1.1
- -------------------------------------------------------------------------------------------------------------------
Yield:*
   Class A                              5.47%        4.76%        5.07%         4.73%        4.94%        4.74%
   Class D                              4.75         4.06         4.34          4.01         4.14         4.01
- -------------------------------------------------------------------------------------------------------------------
Dividends:**
   Class A                             $0.412       $0.375       $0.413        $0.444       $0.420       $0.438
   Class D                              0.220        0.200        0.224         0.242        0.228        0.240
- -------------------------------------------------------------------------------------------------------------------
Capital Gain Distributions--
  Class A**                            $0.499       $0.079       $0.089        $0.084       $0.174       $0.205
- -------------------------------------------------------------------------------------------------------------------
Net asset value per share:
  Class A                               $7.18        $7.09        $7.48         $7.94        $7.71        $7.66
  Class D                                7.18         7.09         7.49          7.94         7.72         7.66
- -------------------------------------------------------------------------------------------------------------------
Maximum offering price per share:
  Class A                               $7.54        $7.44        $7.85         $8.34        $8.09        $8.04
  Class D                                7.18         7.09         7.49          7.94         7.72         7.66
- -------------------------------------------------------------------------------------------------------------------
Moody's/S&P Ratings+       
Aaa/AAA                                   38%          48%          48%           85%          40%          46%
Aa/AA                                     50           26           25             7           42           15
A/A                                       10           19           18             5           18           32
Baa/BBB                                   --            5            6             2           --            6
Ba/BB                                     --           --           --            --           --           --
Caa/CCC                                   --           --           --            --           --           --
Non-rated                                  2            2            3             1           --            1
- -------------------------------------------------------------------------------------------------------------------
Holdings by Market Sector+       
Revenue Bonds                             82%          88%          65%           78%          70%          74%
General Obligation Bonds                  18           12           35            22           30           26
- -------------------------------------------------------------------------------------------------------------------
Weighted Average Maturity (years)       26.8         19.3         22.6          18.1         20.6         18.5
- -------------------------------------------------------------------------------------------------------------------

                                                 Michigan   Minnesota    Missouri    New York      Ohio      Oregon   South Carolina
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets:
<S>                                               <C>         <C>         <C>         <C>         <C>         <C>         <C>
Class A (in millions)                             $151.1      $135.0      $ 52.6      $ 90.9      $171.5      $ 59.9      $115.1
Class D (in millions)                                0.7         1.6         0.4         0.5         0.3         0.8         1.5
- ------------------------------------------------------------------------------------------------------------------------------------
Yield:*
   Class A                                           4.89%       4.81%       4.84%       5.05%       4.66%       4.68%       4.91%
   Class D                                           4.15        4.08        4.09        4.26        3.93        3.93        4.16
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends:**
   Class A                                        $  0.460    $  0.454    $  0.404    $  0.432    $  0.442    $  0.402    $  0.411
   Class D                                           0.252       0.250       0.217       0.235       0.242       0.221       0.224
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Gain Distributions--
  Class A**                                       $  0.088    $  0.119    $  0.109    $  0.201    $  0.171    $  0.064    $  0.124
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value per share:
  Class A                                         $  8.28     $  7.72     $  7.41     $  7.67     $  7.90     $  7.43     $  7.61
  Class D                                            8.28        7.73        7.41        7.67        7.92        7.43        7.61
- ------------------------------------------------------------------------------------------------------------------------------------
Maximum offering price per share:
  Class A                                         $  8.69     $  8.10     $  7.78     $  8.05     $  8.29     $  7.80     $  7.99
  Class D                                            8.28        7.73        7.41        7.67        7.92        7.43        7.61
- ------------------------------------------------------------------------------------------------------------------------------------
Moody's/S&P Ratings+       
Aaa/AAA                                                50%         39%         46%         35%         63%         35%         60%
Aa/AA                                                  13          22          39          19          11          22          16
A/A                                                    27          27          15          28          19          27          20
Baa/BBB                                                 4          --          --          17           2           9           4
Ba/BB                                                  --          --          --          --          --          --          --
Caa/CCC                                                --           8          --          --          --          --          --
Non-rated                                               6           4          --           1           5           7          --
- ------------------------------------------------------------------------------------------------------------------------------------
Holdings by Market Sector+       
Revenue Bonds                                          73%         60%         88%         94%         73%         67%         73%
General Obligation Bonds                               27          40          12           6          27          33          27
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average Maturity (years)                   18.0        15.3        18.3        23.7        18.2        17.7        18.6
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>
                                                                         
 *   Current yield representing the annualized yield based upon maximum offering
     price for the 30-day period ended September 30, 1994.

**   Represents per share amount paid or declared in respect of Class A shares
     during the year ended September 30, 1994; and in the case of Class D
     shares, for the period February 1, 1994, to September 30, 1994.

 +   Percentages based on current market value of long-term holdings.

Note: Results reflect past performance, which is not indicative of future
results. The yield has been computed in accordance with SEC regulations and will
vary, and the principal value of an investment will fluctuate. Shares, if
redeemed, may be worth more or less than their original cost. National Series'
income and a small portion of each State Series' income may be subject to
applicable state and local taxes. A portion of each Series' income dividends may
be subject to the federal alternative minimum tax.


2 & 3
<PAGE>
================================================================================
Annual Performance Overview                                   September 30, 1994
- --------------------------------------------------------------------------------

The following is a biography of your Portfolio Manager, a discussion with him
regarding Seligman Tax-Exempt Fund Series, and a comparison chart and table of
each Series' performance against the Lehman Brothers Municipal Bond Index.

Your Portfolio Manager

               Thomas G. Moles is a Managing Director of J. & W. Seligman & Co.
               Incorporated, as well as President and Senior Portfolio Manager
               of Seligman Select Municipal Fund and Seligman Quality Municipal
               Fund, and Vice President and Senior Portfolio Manager of the
               Seligman tax-exempt mutual funds which include 19 separate
               portfolios. He is responsible for more than $2 billion in
               tax-exempt securities. Mr. Moles, with more than 24 years of
               experience, has spearheaded Seligman's tax-exempt efforts since
               joining the firm in 1983.
[PICTURE]
               Investment Policy:

               "To manage Seligman Tax-Exempt Fund Series' portfolios for total
               return and to provide competitive tax-exempt yields while
               striving to minimize risk to principal."

               Economic Factors Affecting Seligman Tax-Exempt Fund Series:

               "Interest rates have been moving higher since the fourth quarter
of 1993 as steadily improving economic conditions focused attention on the risk
of an acceleration in the rate of inflation. In February of 1994, the Federal
Reserve Board voted to begin raising the federal funds rate in an attempt to
slow the economy's rate of growth and keep inflation under control. Since the
increases began, yields on municipal securities for all maturities have
increased and market values have declined across the yield curve.

"While the economic recovery of 1994 has made for a difficult year for
fixed-income markets, it has generally been positive for municipal issuers. The
improving financial condition of states, cities, and towns has served to
strengthen the creditworthiness of many outstanding municipal bonds, many of
which we currently hold in our portfolios."

Your Manager's Investment Strategy:

"New purchases for the portfolios have been concentrated in higher-quality
municipal bonds, while holdings of lower-rated bonds have been reduced, where
appropriate, in order to enhance the overall quality of the portfolios. We
continue to purchase long-term bonds, despite rising interest rates, because of
the significantly higher yields available compared to those offered by
short-term bonds. By remaining in the long-end of the market, however, the
portfolios have declined more in value than they would have had a greater
percentage of assets been invested in cash or other high-quality, short-term
securities."

Looking Ahead:

"We believe that the Federal Reserve Board ultimately will be successful in
accomplishing its objective and, therefore, do not expect inflation to become a
serious threat. In the interim, however, the bond markets may experience further
volatility. While 1994 has been a difficult year for all fixed-income markets,
municipal securities have generally out- performed other fixed-income
securities, such as U.S. Treasuries. We anticipate that this outperformance will
continue, due mainly to the imbalance in supply and demand which has
characterized the municipal market for most of the year. New issue volume, which
has declined significantly in 1994, is expected to remain subdued while demand
for municipal securities should continue to increase because of the relative
attractiveness of their yields."

4
<PAGE>
================================================================================
Performance Comparison Charts and Tables                      September 30, 1994
- --------------------------------------------------------------------------------

The following charts compare a $10,000 hypothetical investment made in each
Series of Seligman Tax-Exempt Fund Series Class A shares, with and without the
maximum initial sales charge of 4.75%, for the ten-year period ended September
30, 1994, or since inception where applicable, to a $10,000 hypothetical
investment made in the Lehman Brothers Municipal Bond Index (Lehman Index) for
the same periods. The performance of each Series of Seligman Tax-Exempt Fund
Series Class D shares is not shown in the charts but is included in the table
below each chart. It is important to keep in mind that the Lehman Index excludes
the effects of any fees or sales charges, and does not reflect state-specific
bond market performance.

Seligman National Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
9/30/84                       9,527                   10,000           10,000
12/31/84                     10,126                   10,629           10,467
3/31/85                      10,503                   11,024           10,888
6/30/85                      11,354                   11,917           11,801
9/30/85                      11,355                   11,918           11,624
12/31/85                     12,285                   12,895           12,563
3/31/86                      13,606                   14,282           13,835
6/30/86                      13,594                   14,269           13,750
9/30/86                      14,326                   15,037           14,489
12/31/86                     14,909                   15,649           14,990
3/31/87                      15,434                   16,200           15,353
6/30/87                      14,559                   15,282           14,936
9/30/87                      13,987                   14,681           14,565
12/31/87                     14,697                   15,426           15,215
3/31/88                      15,104                   15,854           15,738
6/30/88                      15,661                   16,439           16,044
9/30/88                      16,285                   17,093           16,455
12/31/88                     16,743                   17,574           16,762
3/31/89                      16,898                   17,737           16,873
6/30/89                      17,909                   18,798           17,872
9/30/89                      17,688                   18,566           17,884
12/31/89                     18,387                   19,300           18,570
3/31/90                      18,265                   19,171           18,653
6/30/90                      18,743                   19,674           19,089
9/30/90                      18,414                   19,327           19,100
12/31/90                     19,457                   20,423           19,924
3/31/91                      19,793                   20,776           20,374
6/30/91                      20,213                   21,216           20,809
9/30/91                      21,035                   22,079           21,618
12/31/91                     21,690                   22,766           22,343
3/31/92                      21,637                   22,711           22,409
6/30/92                      22,500                   23,617           23,258
9/30/92                      22,895                   24,031           23,878
12/31/92                     23,399                   24,561           24,312
3/31/93                      24,584                   25,805           25,215
6/30/93                      25,548                   26,816           26,040
9/30/93                      26,559                   27,877           26,920
12/31/93                     26,698                   28,023           27,299
3/31/94                      24,508                   25,725           25,800
6/30/94                      24,656                   25,880           26,091
9/30/94                      24,481                   25,696           26,263
                                     
The table below shows the average annual total returns for the one-year,
five-year, and ten-year periods through September 30, 1994, for Seligman
National Tax-Exempt Series Class A shares, with and without the maximum initial
sales charge of 4.75%, and the Lehman Index. Also included in the table is the
total return for the period since inception on February 1, 1994, to September
30, 1994, for Seligman National Tax-Exempt Series Class D shares, with and
without the effect of the 1% contingent deferred sales load ("CDSL") imposed on
shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                                                   Since
                       One    Five    Ten                         Inception
                       Year   Years   Years                         2/1/94
                      -----  ------  -------                   ------------
Seligman National                               Seligman National
 Tax-Exempt Series                               Tax-Exempt Series
 Class A with                                    Class D with
   Sales Charge (1)  -12.16%   5.67%   9.37%       CDSL (1)         -10.84%
 Class A without                                 Class D without
   Sales Charge (2)   -7.83    6.71    9.90        CDSL (2)          -9.96
Lehman Index          -2.44    7.99   10.14     Lehman Index         -4.88

                                                                         
See page 17 for footnotes.
                                                                              5
<PAGE>
================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

Seligman Colorado Tax-Exempt Series
                                                                        
    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                     with sales charge     without sales charge    Lehman Index
5/1/86                        9,520                   10,000           10,000
6/30/86                       9,067                    9,524            9,931
9/30/86                       9,665                   10,153           10,465
12/31/86                     10,003                   10,507           10,826
3/31/87                      10,217                   10,732           11,089
6/30/87                       9,818                   10,313           10,788
9/30/87                       9,358                    9,830           10,519
12/31/87                      9,939                   10,441           10,989
3/31/88                      10,304                   10,823           11,367
6/30/88                      10,548                   11,080           11,588
9/30/88                      10,872                   11,421           11,885
12/31/88                     11,198                   11,763           12,106
3/31/89                      11,317                   11,887           12,187
6/30/89                      11,952                   12,554           12,908
9/30/89                      11,926                   12,528           12,917
12/31/89                     12,322                   12,944           13,412
3/31/90                      12,248                   12,866           13,473
6/30/90                      12,534                   13,166           13,787
9/30/90                      12,448                   13,077           13,795
12/31/90                     12,945                   13,597           14,390
3/31/91                      13,160                   13,824           14,715
6/30/91                      13,400                   14,076           15,030
9/30/91                      13,836                   14,535           15,614
12/31/91                     14,161                   14,875           16,137
3/31/92                      14,130                   14,842           16,185
6/30/92                      14,598                   15,334           16,799
9/30/92                      14,908                   15,660           17,246
12/31/92                     15,247                   16,016           17,560
3/31/93                      15,753                   16,548           18,212
6/30/93                      16,259                   17,078           18,808
9/30/93                      16,777                   17,623           19,444
12/31/93                     16,941                   17,796           19,717
3/31/94                      16,116                   16,928           18,634
6/30/94                      16,259                   17,079           18,845
9/30/94                      16,287                   17,109           18,969

The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1994, for Seligman
Colorado Tax-Exempt Series Class A shares, with and without the maximum initial
sales charge of 4.75%, and the Lehman Index. Also included in the table is the
total return for the period since inception on February 1, 1994, to September
30, 1994, for Seligman Colorado Tax-Exempt Series Class D shares, with and
without the effect of the 1% contingent deferred sales load ("CDSL") imposed on
shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                       Since                         Since
                       One    Five   Inception                     Inception
                       Year   Years    5/1/86                        2/1/94
                      -----  ------- ----------                   ------------
Seligman Colorado                               Seligman Colorado
 Tax-Exempt Series                                Tax-Exempt Series
  Class A with                                   Class D with
   Sales Charge (1)   -7.57%  5.40%    5.96%        CDSL (1)          -6.64%
  Class A without                                Class D without
   Sales Charge (2)   -2.92   6.43     6.58         CDSL (2)          -5.73
Lehman Index          -2.44   7.99     7.90      Lehman Index         -4.88


See page 17 for footnotes.

6
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------
                                                                         
Seligman Georgia Tax-Exempt Series
                                                                         
    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
6/15/87                       9,520                   10,000
6/30/87                       9,413                    9,888           10,000
9/30/87                       8,795                    9,239            9,751
12/31/87                      9,409                    9,883           10,187
3/31/88                       9,746                   10,238           10,537
6/30/88                      10,010                   10,514           10,742
9/30/88                      10,335                   10,856           11,017
12/31/88                     10,692                   11,231           11,223
3/31/89                      10,791                   11,336           11,297
6/30/89                      11,430                   12,007           11,966
9/30/89                      11,383                   11,957           11,974
12/31/89                     11,747                   12,339           12,433
3/31/90                      11,747                   12,339           12,489
6/30/90                      12,008                   12,613           12,781
9/30/90                      11,973                   12,577           12,788
12/31/90                     12,571                   13,204           13,340
3/31/91                      12,801                   13,446           13,641
6/30/91                      13,058                   13,716           13,932
9/30/91                      13,566                   14,250           14,474
12/31/91                     13,950                   14,653           14,959
3/31/92                      13,941                   14,644           15,004
6/30/92                      14,509                   15,240           15,572
9/30/92                      14,874                   15,624           15,987
12/31/92                     15,206                   15,972           16,278
3/31/93                      15,646                   16,435           16,882
6/30/93                      16,176                   16,991           17,435
9/30/93                      16,950                   17,805           18,024
12/31/93                     17,062                   17,922           18,277
3/31/94                      15,897                   16,699           17,274
6/30/94                      15,995                   16,802           17,469
9/30/94                      16,015                   16,823           17,584

The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1994, for Seligman
Georgia Tax-Exempt Series Class A shares, with and without the maximum initial
sales charge of 4.75%, and the Lehman Index. Also included in the table is the
total return for the period since inception on February 1, 1994, to September
30, 1994, for Seligman Georgia Tax-Exempt Series Class D shares, with and
without the effect of the 1% contingent deferred sales load ("CDSL") imposed on
shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                       Since                         Since
                       One    Five   Inception                     Inception
                       Year   Years   6/15/87                        2/1/94
                      ----- -------- --------                      ----------
Seligman Georgia                               Seligman Georgia
 Tax-Exempt Series                               Tax-Exempt Series
  Class A with                                  Class D with
   Sales Charge (1)  -10.00% 6.04%    6.66%       CDSL (1)           -8.47%
  Class A without                               Class D without
   Sales Charge (2)   -5.52  7.06     7.39        CDSL (2)           -7.57
Lehman Index          -2.44  7.99     8.10     Lehman Index          -4.88

See page 17 for footnotes.

                                                                               7
<PAGE>
================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

Seligman Louisiana Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
9/30/85                      10,000                    9,520           10,000
12/31/85                     10,081                   10,589           10,808
3/31/86                      11,044                   11,601           11,902
6/30/86                      10,829                   11,375           11,829
9/30/86                      11,374                   11,947           12,465
12/31/86                     11,768                   12,361           12,895
3/31/87                      12,206                   12,822           13,208
6/30/87                      11,790                   12,384           12,849
9/30/87                      11,444                   12,021           12,530
12/31/87                     12,059                   12,667           13,090
3/31/88                      12,446                   13,074           13,540
6/30/88                      12,708                   13,348           13,802
9/30/88                      13,125                   13,787           14,156
12/31/88                     13,414                   14,090           14,420
3/31/89                      13,574                   14,258           14,516
6/30/89                      14,307                   15,029           15,375
9/30/89                      14,311                   15,033           15,385
12/31/89                     14,774                   15,518           15,976
3/31/90                      14,776                   15,521           16,047
6/30/90                      15,139                   15,902           16,422
9/30/90                      15,056                   15,815           16,431
12/31/90                     15,788                   16,584           17,140
3/31/91                      16,119                   16,932           17,528
6/30/91                      16,455                   17,284           17,902
9/30/91                      17,087                   17,949           18,598
12/31/91                     17,585                   18,471           19,221
3/31/92                      17,564                   18,450           19,278
6/30/92                      18,287                   19,209           20,009
9/30/92                      18,647                   19,587           20,542
12/31/92                     18,962                   19,918           20,915
3/31/93                      19,684                   20,676           21,692
6/30/93                      20,279                   21,301           22,402
9/30/93                      20,903                   21,957           23,159
12/31/93                     21,133                   22,199           23,485
3/31/94                      19,995                   21,003           22,195
6/30/94                      20,081                   21,093           22,446
9/30/94                      20,102                   21,115           22,594

The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1994, for
Seligman Louisiana Tax-Exempt Series Class A shares, with and without the
maximum initial sales charge of 4.75%, and the Lehman Index. Also
included in the table is the total return for the period since inception
on February 1, 1994, to September 30, 1994, for Seligman Louisiana Tax-
Exempt Series Class D shares, with and without the effect of the 1%
contingent deferred sales load ("CDSL") imposed on shares redeemed within
one year of purchase, and the Lehman Index.
Average Annual Total Returns
                                       Since                         Since
                       One    Five   Inception                     Inception
                       Year   Years   10/1/85                        2/1/94
                      ------ ------  ----------                   ------------
Seligman Louisiana                             Seligman Louisiana
  Tax-Exempt Series                               Tax-Exempt Series
  Class A with                                  Class D with
   Sales Charge (1)   -8.42%   6.00%    8.06%     CDSL (1)          -7.36%
  Class A without                               Class D without
   Sales Charge (2)   -3.83    7.03     8.66      CDSL (2)          -6.45
Lehman Index          -2.44    7.99     9.48   Lehman Index         -4.88

See page 17 for footnotes.

8
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

Seligman Maryland Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
9/30/85                       9,520                   10,000           10,000
12/31/85                      9,934                   10,435           10,808
3/31/86                      10,666                   11,204           11,902
6/30/86                      10,336                   10,858           11,829
9/30/86                      10,863                   11,411           12,465
12/31/86                     11,284                   11,853           12,895
3/31/87                      11,485                   12,065           13,208
6/30/87                      10,884                   11,433           12,849
9/30/87                      10,493                   11,022           12,530
12/31/87                     11,182                   11,746           13,090
3/31/88                      11,503                   12,083           13,540
6/30/88                      11,763                   12,356           13,802
9/30/88                      12,144                   12,756           14,156
12/31/88                     12,436                   13,063           14,420
3/31/89                      12,584                   13,218           14,516
6/30/89                      13,320                   13,991           15,375
9/30/89                      13,290                   13,959           15,385
12/31/89                     13,741                   14,434           15,976
3/31/90                      13,707                   14,398           16,047
6/30/90                      13,995                   14,700           16,422
9/30/90                      13,884                   14,583           16,431
12/31/90                     14,587                   15,322           17,140
3/31/91                      14,827                   15,574           17,528
6/30/91                      15,096                   15,857           17,902
9/30/91                      15,724                   16,517           18,598
12/31/91                     16,114                   16,926           19,221
3/31/92                      16,167                   16,982           19,278
6/30/92                      16,751                   17,596           20,009
9/30/92                      17,164                   18,028           20,542
12/31/92                     17,442                   18,321           20,915
3/31/93                      18,088                   19,000           21,692
6/30/93                      18,711                   19,655           22,402
9/30/93                      19,434                   20,413           23,159
12/31/93                     19,522                   20,507           23,485
3/31/94                      18,489                   19,421           22,195
6/30/94                      18,604                   19,542           22,446
9/30/94                      18,641                   19,580           22,594

The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1994, for Seligman
Maryland Tax-Exempt Series Class A shares, with and without the maximum initial
sales charge of 4.75%, and the Lehman Index. Also included in the table is the
total return for the period since inception on February 1, 1994, to September
30, 1994, for Seligman Maryland Tax-Exempt Series Class D shares, with and
without the effect of the 1% contingent deferred sales load ("CDSL") imposed on
shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                      Since                         Since
                       One    Five   Inception                     Inception
                       Year   Years   10/1/85                        2/1/94
                     ------- ------  ---------                   ------------
Seligman Maryland                              Seligman Maryland
 Tax-Exempt Series                              Tax-Exempt Series
  Class A with                                   Class D with
   Sales Charge (1)   -8.63%  5.96%    7.16%      CDSL              -7.13%
  Class A without                                Class D without
   Sales Charge (2)   -4.08   7.00     7.75       CDSL              -6.21
Lehman Index          -2.44   7.99     9.48    Lehman Index         -4.88


See page 17 for footnotes.

                                                                               9
<PAGE>
================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

Seligman Massachusetts Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
9/30/84                       9,530                   10,000           10,000
12/31/84                      9,897                   10,385           10,467
3/31/85                      10,345                   10,855           10,888
6/30/85                      11,088                   11,635           11,801
9/30/85                      10,990                   11,532           11,624
12/31/85                     11,707                   12,285           12,563
3/31/86                      12,640                   13,264           13,835
6/30/86                      12,466                   13,081           13,750
9/30/86                      13,132                   13,780           14,489
12/31/86                     13,592                   14,263           14,990
3/31/87                      14,008                   14,699           15,353
6/30/87                      13,336                   13,994           14,936
9/30/87                      12,849                   13,483           14,565
12/31/87                     13,585                   14,255           15,215
3/31/88                      14,117                   14,814           15,738
6/30/88                      14,446                   15,159           16,044
9/30/88                      14,796                   15,526           16,455
12/31/88                     15,093                   15,838           16,762
3/31/89                      15,169                   15,918           16,873
6/30/89                      16,067                   16,860           17,872
9/30/89                      16,006                   16,796           17,884
12/31/89                     16,402                   17,211           18,570
3/31/90                      16,397                   17,206           18,653
6/30/90                      16,738                   17,564           19,089
9/30/90                      16,404                   17,213           19,100
12/31/90                     17,291                   18,144           19,924
3/31/91                      17,807                   18,686           20,374
6/30/91                      18,222                   19,121           20,809
9/30/91                      19,001                   19,939           21,618
12/31/91                     19,534                   20,498           22,343
3/31/92                      19,643                   20,613           22,409
6/30/92                      20,386                   21,392           23,258
9/30/92                      20,855                   21,883           23,878
12/31/92                     21,307                   22,358           24,312
3/31/93                      22,074                   23,163           25,215
6/30/93                      22,871                   24,000           26,040
9/30/93                      23,603                   24,767           26,920
12/31/93                     23,762                   24,935           27,299
3/31/94                      22,648                   23,765           25,800
6/30/94                      22,833                   23,960           26,091
9/30/94                      22,909                   24,040           26,263

The table below shows the average annual total returns for the one-year,
five-year, and ten-year periods through September 30, 1994, for Seligman
Massachusetts Tax-Exempt Series Class A shares, with and without the maximum
initial sales charge of 4.75%, and the Lehman Index. Also included in the table
is the total return for the period since inception on February 1, 1994, to
September 30, 1994, for Seligman Massachusetts Tax-Exempt Series Class D shares,
with and without the effect of the 1% contingent deferred sales load ("CDSL")
imposed on shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                                                      Since
                        One   Five    Ten                           Inception
                       Year  Years   Years                           2/1/94
                       ----- ------  -----                         ---------
Seligman Massachusetts                      Seligman Massachusetts
  Tax-Exempt Series                           Tax-Exempt Series
  Class A with                               Class D with
   Sales Charge (1)   -7.59%  6.40%   8.64%    CDSL (1)               -6.26%
  Class A without                            Class D without
   Sales Charge (2)   -2.94   7.43    9.17     CDSL (2)               -5.34
Lehman Index          -2.44   7.99   10.14  Lehman Index              -4.88

See page 17 for footnotes.

10
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

Seligman Michigan Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
9/30/84                       9,528                   10,000           10,000
12/31/84                      9,862                   10,350           10,467
3/31/85                      10,288                   10,798           10,888
6/30/85                      11,101                   11,650           11,801
9/30/85                      11,071                   11,619           11,624
12/31/85                     11,940                   12,531           12,563
3/31/86                      13,081                   13,728           13,835
6/30/86                      12,947                   13,588           13,750
9/30/86                      13,697                   14,375           14,489
12/31/86                     14,130                   14,829           14,990
3/31/87                      14,498                   15,216           15,353
6/30/87                      13,886                   14,574           14,936
9/30/87                      13,304                   13,963           14,565
12/31/87                     14,071                   14,768           15,215
3/31/88                      14,577                   15,298           15,738
6/30/88                      14,974                   15,715           16,044
9/30/88                      15,430                   16,194           16,455
12/31/88                     15,821                   16,604           16,762
3/31/89                      15,984                   16,776           16,873
6/30/89                      16,990                   17,831           17,872
9/30/89                      16,959                   17,798           17,884
12/31/89                     17,515                   18,383           18,570
3/31/90                      17,503                   18,369           18,653
6/30/90                      17,918                   18,805           19,089
9/30/90                      17,733                   18,611           19,100
12/31/90                     18,540                   19,458           19,924
3/31/91                      18,925                   19,861           20,374
6/30/91                      19,341                   20,298           20,809
9/30/91                      20,098                   21,093           21,618
12/31/91                     20,766                   21,794           22,343
3/31/92                      20,806                   21,836           22,409
6/30/92                      21,647                   22,719           23,258
9/30/92                      22,219                   23,318           23,878
12/31/92                     22,700                   23,824           24,312
3/31/93                      23,470                   24,632           25,215
6/30/93                      24,332                   25,536           26,040
9/30/93                      25,101                   26,343           26,920
12/31/93                     25,307                   26,559           27,299
3/31/94                      24,136                   25,330           25,800
6/30/94                      24,273                   25,475           26,091
9/30/94                      24,373                   25,579           26,263

The table below shows the average annual total returns for the one-year,
five-year, and ten-year periods through September 30, 1994, for Seligman
Michigan Tax-Exempt Series Class A shares, with and without the maximum initial
sales charge of 4.75%, and the Lehman Index. Also included in the table is the
total return for the period since inception on February 1, 1994, to September
30, 1994, for Seligman Michigan Tax-Exempt Series Class D shares, with and
without the effect of the 1% contingent deferred sales load ("CDSL") imposed on
shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                                                 Since
                       One    Five    Ten                      Inception
                       Year  Years   Years                       2/1/94
                      ------ ------  ------                    ---------
Seligman Michigan                           Seligman Michigan
 Tax-Exempt Series                            Tax-Exempt Series
  Class A with                               Class D with
   Sales Charge (1)   -7.48%  6.47%   9.32%    CDSL (1)          -6.39%
  Class A without                            Class D without
   Sales Charge (2)   -2.90   7.52    9.85     CDSL (2)          -5.47
Lehman Index          -2.44   7.99   10.14  Lehman Index         -4.88

See page 17 for footnotes.

                                                                              11
<PAGE>
================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

 Seligman Minnesota Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
9/30/84                       9,521                   10,000           10,000
12/31/84                      9,956                   10,457           10,467
3/31/85                      10,332                   10,852           10,888
6/30/85                      11,205                   11,768           11,801
9/30/85                      10,953                   11,504           11,624
12/31/85                     11,808                   12,402           12,563
3/31/86                      12,897                   13,546           13,835
6/30/86                      12,700                   13,339           13,750
9/30/86                      13,281                   13,949           14,489
12/31/86                     13,718                   14,408           14,990
3/31/87                      14,120                   14,830           15,353
6/30/87                      13,493                   14,171           14,936
9/30/87                      13,023                   13,678           14,565
12/31/87                     13,644                   14,331           15,215
3/31/88                      14,162                   14,874           15,738
6/30/88                      14,492                   15,221           16,044
9/30/88                      14,945                   15,697           16,455
12/31/88                     15,313                   16,083           16,762
3/31/89                      15,382                   16,156           16,873
6/30/89                      16,307                   17,128           17,872
9/30/89                      16,191                   17,005           17,884
12/31/89                     16,828                   17,674           18,570
3/31/90                      16,833                   17,680           18,653
6/30/90                      17,215                   18,081           19,089
9/30/90                      17,128                   17,990           19,100
12/31/90                     17,926                   18,827           19,924
3/31/91                      18,158                   19,071           20,374
6/30/91                      18,494                   19,424           20,809
9/30/91                      19,029                   19,986           21,618
12/31/91                     19,275                   20,245           22,343
3/31/92                      19,479                   20,459           22,409
6/30/92                      20,073                   21,082           23,258
9/30/92                      20,496                   21,527           23,878
12/31/92                     20,754                   21,798           24,312
3/31/93                      21,607                   22,694           25,215
6/30/93                      22,423                   23,551           26,040
9/30/93                      23,173                   24,339           26,920
12/31/93                     23,553                   24,738           27,299
3/31/94                      22,792                   23,939           25,800
6/30/94                      22,954                   24,109           26,091
9/30/94                      23,199                   24,366           26,263

The table below shows the average annual total returns for the one-year,
five-year, and ten-year periods through September 30, 1994, for Seligman
Minnesota Tax-Exempt Series Class A shares, with and without the maximum initial
sales charge of 4.75%, and the Lehman Index. Also included in the table is the
total return for the period since inception on February 1, 1994, to September
30, 1994, for Seligman Minnesota Tax-Exempt Series Class D shares, with and
without the effect of the 1% contingent deferred sales load ("CDSL") imposed on
shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                                                  Since
                       One     Five    Ten                        Inception
                       Year   Years  Years                         2/1/94
                      ------  ----- -------                   ------------
Seligman Minnesota                            Seligman Minnesota
 Tax-Exempt Series                               Tax-Exempt Series
  Class A with                                  Class D with
   Sales Charge (1)   -4.61%   6.41%  8.78%        CDSL (1)        -4.02%
  Class A without                               Class D without
   Sales Charge (2)    0.12    7.45   9.32         CDSL (2)        -3.08
Lehman Index          -2.44    7.99  10.14    Lehman Index         -4.88

See page 17 for footnotes.

12
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

Seligman Missouri Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
7/1/86                        9,520                   10,000           10,000
9/30/86                       9,888                   10,387           10,537
12/31/86                     10,185                   10,698           10,902
3/31/87                      10,438                   10,964           11,166
6/30/87                       9,993                   10,496           10,862
9/30/87                       9,473                    9,950           10,592
12/31/87                     10,153                   10,665           11,066
3/31/88                      10,521                   11,052           11,446
6/30/88                      10,797                   11,341           11,668
9/30/88                      11,058                   11,616           11,967
12/31/88                     11,417                   11,993           12,190
3/31/89                      11,474                   12,052           12,271
6/30/89                      12,134                   12,746           12,998
9/30/89                      12,090                   12,700           13,007
12/31/89                     12,496                   13,126           13,506
3/31/90                      12,488                   13,118           13,566
6/30/90                      12,818                   13,464           13,883
9/30/90                      12,751                   13,394           13,891
12/31/90                     13,361                   14,035           14,490
3/31/91                      13,620                   14,307           14,818
6/30/91                      13,938                   14,641           15,134
9/30/91                      14,487                   15,217           15,722
12/31/91                     14,880                   15,630           16,249
3/31/92                      14,883                   15,633           16,298
6/30/92                      15,438                   16,216           16,915
9/30/92                      15,627                   16,415           17,366
12/31/92                     15,959                   16,763           17,682
3/31/93                      16,502                   17,334           18,338
6/30/93                      17,076                   17,937           18,939
9/30/93                      17,685                   18,577           19,579
12/31/93                     17,779                   18,675           19,854
3/31/94                      16,693                   17,535           18,764
6/30/94                      16,788                   17,634           18,976
9/30/94                      16,828                   17,676           19,101

The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1994, for Seligman
Missouri Tax-Exempt Series Class A shares, with and without the maximum initial
sales charge of 4.75%, and the Lehman Index. Also included in the table is the
total return for the period since inception on February 1, 1994, to September
30, 1994, for Seligman Missouri Tax-Exempt Series Class D shares, with and
without the effect of the 1% contingent deferred sales load ("CDSL") imposed on
shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                      Since                          Since
                       One   Five   Inception                      Inception
                       Year  Years    7/1/86                         2/1/94
                      ------ -----  ---------                      ----------
Seligman Missouri                             Seligman Missouri
 Tax-Exempt Series                               Tax-Exempt Series
  Class A with                                 Class D with
   Sales Charge (1)   -9.32%  5.81%    6.51%     CDSL (1)             -8.06%
  Class A without                              Class D without
   Sales Charge (2)   -4.85   6.83     7.14      CDSL (2)             -7.16
Lehman Index          -2.44   7.99     8.16   Lehman Index            -4.88


See page 17 for footnotes.

                                                                              13
<PAGE>
================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------
 
Seligman New York Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
9/30/84                       9,522                   10,000           10,000
12/31/84                      9,851                   10,346           10,467
3/31/85                      10,270                   10,786           10,888
6/30/85                      11,106                   11,664           11,801
9/30/85                      10,990                   11,542           11,624
12/31/85                     11,906                   12,504           12,563
3/31/86                      12,834                   13,479           13,835
6/30/86                      12,773                   13,415           13,750
9/30/86                      13,381                   14,053           14,489
12/31/86                     14,021                   14,725           14,990
3/31/87                      14,390                   15,112           15,353
6/30/87                      13,685                   14,372           14,936
9/30/87                      13,056                   13,712           14,565
12/31/87                     13,832                   14,526           15,215
3/31/88                      14,214                   14,928           15,738
6/30/88                      14,508                   15,237           16,044
9/30/88                      14,980                   15,733           16,455
12/31/88                     15,411                   16,185           16,762
3/31/89                      15,467                   16,244           16,873
6/30/89                      16,463                   17,290           17,872
9/30/89                      16,381                   17,203           17,884
12/31/89                     16,858                   17,705           18,570
3/31/90                      16,679                   17,516           18,653
6/30/90                      17,161                   18,022           19,089
9/30/90                      16,903                   17,752           19,100
12/31/90                     17,563                   18,445           19,924
3/31/91                      17,971                   18,873           20,374
6/30/91                      18,436                   19,362           20,809
9/30/91                      19,364                   20,337           21,618
12/31/91                     19,938                   20,940           22,343
3/31/92                      19,967                   20,969           22,409
6/30/92                      20,890                   21,940           23,258
9/30/92                      21,262                   22,330           23,878
12/31/92                     21,794                   22,889           24,312
3/31/93                      22,803                   23,949           25,215
6/30/93                      23,663                   24,851           26,040
9/30/93                      24,505                   25,736           26,920
12/31/93                     24,685                   25,924           27,299
3/31/94                      23,052                   24,210           25,800
6/30/94                      23,208                   24,374           26,091
9/30/94                      23,190                   24,355           26,263

The table below shows the average annual total returns for the one-year,
five-year, and ten-year periods through September 30, 1994, for Seligman New
York Tax-Exempt Series Class A shares, with and without the maximum initial
sales charge of 4.75%, and the Lehman Index. Also included in the table is the
total return for the period since inception on February 1, 1994, to September
30, 1994, for Seligman New York Tax-Exempt Series Class D shares, with and
without the effect of the 1% contingent deferred sales load ("CDSL") imposed on
shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                                                      Since
                       One    Five     Ten                          Inception
                       Year   Years   Years                          2/1/94
                       -----  ------  -----                       ------------
Seligman New York                             Seligman New York
 Tax-Exempt Series                               Tax-Exempt Series
  Class A with                                  Class D with
   Sales Charge (1)   -9.90%  6.17%   8.77%        CDSL (1)           -8.62%
  Class A without                               Class D without
   Sales Charge (2)   -5.37   7.19    9.31         CDSL (2)           -7.73
Lehman Index          -2.44   7.99   10.14    Lehman Index            -4.88

See page 17 for footnotes.

14
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------
 
Seligman Ohio Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
9/30/84                       9,526                   10,000           10,000
12/31/84                      9,936                   10,431           10,467
3/31/85                      10,299                   10,812           10,888
6/30/85                      11,122                   11,676           11,801
9/30/85                      11,042                   11,592           11,624
12/31/85                     11,888                   12,480           12,563
3/31/86                      12,933                   13,577           13,835
6/30/86                      12,728                   13,362           13,750
9/30/86                      13,380                   14,046           14,489
12/31/86                     13,914                   14,606           14,990
3/31/87                      14,324                   15,037           15,353
6/30/87                      13,793                   14,479           14,936
9/30/87                      13,291                   13,953           14,565
12/31/87                     14,015                   14,712           15,215
3/31/88                      14,552                   15,276           15,738
6/30/88                      15,015                   15,762           16,044
9/30/88                      15,386                   16,152           16,455
12/31/88                     15,747                   16,531           16,762
3/31/89                      15,938                   16,732           16,873
6/30/89                      16,763                   17,598           17,872
9/30/89                      16,709                   17,540           17,884
12/31/89                     17,312                   18,173           18,570
3/31/90                      17,359                   18,223           18,653
6/30/90                      17,715                   18,597           19,089
9/30/90                      17,661                   18,540           19,100
12/31/90                     18,452                   19,370           19,924
3/31/91                      18,796                   19,732           20,374
6/30/91                      19,198                   20,153           20,809
9/30/91                      19,950                   20,943           21,618
12/31/91                     20,539                   21,562           22,343
3/31/92                      20,597                   21,622           22,409
6/30/92                      21,405                   22,471           23,258
9/30/92                      21,880                   22,969           23,878
12/31/92                     22,271                   23,380           24,312
3/31/93                      23,067                   24,216           25,215
6/30/93                      23,884                   25,073           26,040
9/30/93                      24,684                   25,912           26,920
12/31/93                     24,863                   26,101           27,299
3/31/94                      23,647                   24,824           25,800
6/30/94                      23,894                   25,084           26,091
9/30/94                      23,922                   25,113           26,263

The table below shows the average annual total returns for the one-year,
five-year, and ten-year periods through September 30, 1994, for Seligman Ohio
Tax-Exempt Series Class A shares, with and without the maximum initial sales
charge of 4.75%, and the Lehman Index. Also included in the table is the total
return for the period since inception on February 1, 1994, to September 30,
1994, for Seligman Ohio Tax-Exempt Series Class D shares, with and without the
effect of the 1% contingent deferred sales load ("CDSL") imposed on shares
redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns
                                                                   Since
                       One   Five     Ten                        Inception
                       Year  Years   Years                         2/1/94
                      ----- -------  -----                       ---------
Seligman Ohio                                 Seligman Ohio
 Tax-Exempt Series                               Tax-Exempt Series
  Class A with                                  Class D with
   Sales Charge       -7.71% 6.39%    9.11%      CDSL              -6.29%
  Class A without                               Class D without
   Sales Charge       -3.08  7.44     9.65       CDSL              -5.36
Lehman Index          -2.44  7.99    10.14    Lehman Index         -4.88

See page 17 for footnotes.
                                                                              15
<PAGE>
================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

Seligman Oregon Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
10/15/86                      9,520                   10,000           10,000
12/31/86                      9,739                   10,230           10,170
3/31/87                       9,931                   10,432           10,416
6/30/87                       9,282                    9,750           10,133
9/30/87                       8,788                    9,232            9,881
12/31/87                      9,342                    9,813           10,323
3/31/88                       9,674                   10,162           10,678
6/30/88                      10,025                   10,530           10,885
9/30/88                      10,361                   10,883           11,164
12/31/88                     10,667                   11,205           11,372
3/31/89                      10,743                   11,284           11,448
6/30/89                      11,469                   12,016           12,125
9/30/89                      11,392                   11,966           12,134
12/31/89                     11,781                   12,375           12,599
3/31/90                      11,735                   12,326           12,656
6/30/90                      12,050                   12,657           12,951
9/30/90                      11,960                   12,563           12,958
12/31/90                     12,546                   13,178           13,517
3/31/91                      12,806                   13,451           13,823
6/30/91                      13,075                   13,734           14,118
9/30/91                      13,545                   14,228           14,667
12/31/91                     13,903                   14,604           15,159
3/31/92                      13,948                   14,651           15,204
6/30/92                      14,376                   15,101           15,780
9/30/92                      14,676                   15,417           16,200
12/31/92                     14,985                   15,740           16,495
3/31/93                      15,443                   16,221           17,107
6/30/93                      15,951                   16,755           17,667
9/30/93                      16,468                   17,299           18,264
12/31/93                     16,618                   17,456           18,521
3/31/94                      15,874                   16,675           17,504
6/30/94                      16,012                   16,819           17,702
9/30/94                      16,076                   16,887           17,819

The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1994, for Seligman
Oregon Tax-Exempt Series Class A shares, with and without the maximum initial
sales charge of 4.75%, and the Lehman Index. Also included in the table is the
total return for the period since inception on February 1, 1994, to September
30, 1994, for Seligman Oregon Tax-Exempt Series Class D shares, with and
without the effect of the 1% contingent deferred sales load ("CDSL") imposed on
shares redeemed within one year of purchase, and the Lehman Index.

Average Annual Total Returns

                                      Since                         Since
                       One   Five   Inception                     Inception
                       Year  Years   10/15/86                       2/1/94
                      ------ -----  ---------                    ------------

Seligman Oregon                                Seligman Oregon
 Tax-Exempt Series                               Tax-Exempt Series
  Class A with                                  Class D with
   Sales Charge (1)   -6.98%  6.10%   6.14%        CDSL (1)          -5.69%
  Class A without                               Class D without
   Sales Charge (2)   -2.38   7.13    6.80         CDSL (2)          -4.76
Lehman Index          -2.44   7.99    7.56     Lehman Index          -4.88

See page 17 for footnotes.

16
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

Seligman South Carolina Tax-Exempt Series

    [THE TABLE BELOW IS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]

                      with sales charge     without sales charge    Lehman Index
7/1/87                        9,520                   10,000           10,000
9/30/87                       9,009                    9,463            9,751
12/31/87                      9,583                   10,066           10,187
3/31/88                       9,906                   10,406           10,537
6/30/88                      10,142                   10,653           10,742
9/30/88                      10,467                   10,995           11,017
12/31/88                     10,776                   11,319           11,223
3/31/89                      10,834                   11,380           11,297
6/30/89                      11,530                   12,112           11,966
9/30/89                      11,452                   12,029           11,974
12/31/89                     11,919                   12,520           12,433
3/31/90                      11,873                   12,472           12,489
6/30/90                      12,161                   12,775           12,781
9/30/90                      11,964                   12,568           12,788
12/31/90                     12,635                   13,272           13,340
3/31/91                      12,881                   13,531           13,641
6/30/91                      13,152                   13,815           13,932
9/30/91                      13,633                   14,320           14,474
12/31/91                     14,091                   14,801           14,959
3/31/92                      14,154                   14,868           15,004
6/30/92                      14,692                   15,433           15,572
9/30/92                      15,007                   15,764           15,987
12/31/92                     15,273                   16,043           16,278
3/31/93                      15,783                   16,578           16,882
6/30/93                      16,321                   17,144           17,435
9/30/93                      16,886                   17,738           18,024
12/31/93                     17,061                   17,921           18,277
3/31/94                      16,007                   16,814           17,274
6/30/94                      16,103                   16,915           17,469
9/30/94                      16,106                   16,919           17,584

The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1994, for Seligman
South Carolina Tax-Exempt Series Class A shares, with and without the maximum
initial sales charge of 4.75%, and the Lehman Index. Also included in the table
is the total return for the period since inception on February 1, 1994, to
September 30, 1994, for Seligman South Carolina Tax-Exempt Series Class D
shares, with and without the effect of the 1% contingent deferred sales load
("CDSL") imposed on shares redeemed within one year of purchase, and the Lehman
Index.

Average Annual Total Returns

                                      Since                         Since
                       One   Five   Inception                     Inception
                       Year  Years   6/30/87                        2/1/94
                      ------ -----  -----------                   ----------
Seligman South Carolina                        Seligman South Carolina
 Tax-Exempt Series                               Tax-Exempt Series
  Class A with                                  Class D with
   Sales Charge (1)   -9.10%  6.01%    6.79%        CDSL (1)        -8.04%
  Class A without                               Class D without
   Sales Charge (2)   -4.61   7.06     7.51         CDSL (2)        -7.14
Lehman Index          -2.44   7.99     8.09    Lehman Index         -4.88

(1)  Represents the average compound rate of return per year over the specified
     period for Class A shares and total return for Class D shares, and reflects
     change in price and assumes all distributions within the period are
     reinvested in additional shares; also reflects the effect of the 4.75%
     maximum initial sales charge or CDSL of 1%, if applicable. No adjustment
     was made to Class A shares' performance for periods prior to January 1,
     1993, the commencement date for the annual Administration, Shareholder
     Services and Distribution Plan fee of up to 0.25% of average daily net
     assets of each Series.

(2)  Represents the rate of return as above, but does not reflect the effect of
     the 4.75% maximum initial sales charge or 1% CDSL. 

Investment return and principal value of an investment will fluctuate so that
shares, if redeemed, may be worth more or less than their original cost. Past
performance is not indicative of future investment results.
                                                                         
                                                                              17
<PAGE>
================================================================================
Portfolios of Investments
- --------------------------------------------------------------------------------

                                NATIONAL SERIES
<TABLE>
<CAPTION>
                           Face                                                                Ratings         Market
 State                    Amount                         Municipal Bonds                     Moody's/S&P+      Value
 -----                   --------                       ----------------                     -------------     -------
<S>                     <C>            <C>                                                     <C>          <C>
Alabama--1.8% ......... $2,000,000    Tuscaloosa G.O. Warrants, 6 3/4% due 7/1/2020 ...........  Aaa/AAA    $   2,055,520
Alaska--4.1% ..........    520,000    Alaska Housing Finance Corp. (Collateralized Home
                                       Mortgage Bonds), 7.30% due 6/1/2025 ....................  Aaa/AAA          527,894
                         5,000,000    Valdez Marine Terminal Rev. (BP Pipeline Inc. Project),
                                       5 1/2% due 10/1/2028 ...................................   A1/AA-        4,091,950
Arizona--5.8% .........  3,000,000    Phoenix Civic Improvement Corporation
                                       (New City Hall Project), 5.10% due 7/1/2028 ............   Aa/AA+        2,397,420
                         5,000,000    Salt River Project Agricultural Improvement and Power
                                       District Electric System Rev., 5% due 1/1/2016 .........   Aa/AA         4,092,250
California--2.1% ......  2,500,000    San Joaquin Hills Transportation Corridor Agency Rev.
                                       (Orange County Senior Lien Toll Road),
                                       6 3/4% due 1/1/2032 ....................................   NR/NR         2,336,325
Connecticut--2.6% .....  3,000,000    Connecticut Housing Finance Authority (Housing Mortgage
                                       Finance Program), 6.20% due 5/15/2014 ..................   Aa/AA         2,860,800
Florida--3.8% .........  2,750,000    Jacksonville Electric Authority (Electric System Rev.),
                                       5 1/4% due 10/1/2028 ...................................   Aa1/AA        2,258,795
                         2,500,000    Jacksonville Health Facilities Authority Hospital Rev.
                                       (Daughters of Charity National Health System --
                                       St. Vincent's Medical Center Inc.), 5% due 11/15/2015 ..   Aa/NR         2,023,075
Illinois--10.7 ........  1,000,000    Illinois Health Facilities Authority Rev.
                                       (Northwestern Memorial Hospital), 6.10% due 8/15/2014 ..   Aa/AA           942,350
                         1,250,000    Illinois Health Facilities Authority Rev.
                                       (Edward Hospital Project),6% due 2/15/2019 .............    A/A          1,090,250
                         2,500,000    Illinois Health Facilities Authority Rev.
                                       (Northwestern Memorial Hospital), 6% due 8/15/2024 .....   Aa/AA         2,236,800
                         3,000,000    Metropolitan Water Reclamation District of Greater
                                       Chicago G.O.'s Capital Improvement Bonds,
                                       7% due 1/1/2011 ........................................   Aa/AA         3,173,550
                         5,000,000    Regional Transportation Authority G.O.'s
                                       (Cook, DuPage, Kane, Lake, McHenry, and Will Counties),
                                       5.85% due 6/1/2023 .....................................  Aaa/AAA        4,504,750
Kansas--2.3% ..........  2,500,000    Burlington Pollution Control Rev.
                                       (Kansas Gas & Electric
                                       Co. Project), 7% due 6/1/2031 ..........................  Aaa/AAA        2,611,550
Kentucky--4.6% ........  3,000,000    Kentucky Housing Corporation Rev.,
                                       5.40% due 7/1/2014 .....................................  Aaa/AAA        2,644,530
                         1,880,000    Trimble County Pollution Control Rev. (Louisville
                                       Gas & Electric Co. Project), 7 5/8% due 11/1/2020* .....   Aaa/AA        2,011,242
                           370,000    Trimble County Pollution Control Rev. (Louisville
                                       Gas & Electric Co. Project), 7 5/8% due 11/1/2020* .....   Aaa/AA          421,493
New Hampshire--3.0% ...  4,000,000    New Hampshire Higher Educational & 
                                       Health Facilities Authority Rev. (Dartmouth College), 
                                       5 3/8% due 6/1/2023 ....................................  Aaa/AA+        3,345,720
New Jersey--3.1% ......  3,500,000    New Jersey Housing & Mortgage Finance Agency Housing Rev.,
                                       6.60% due 11/1/2014 ....................................   NR/A+         3,490,060
North Dakota--1.8% ....  2,000,000    Mercer County Pollution Control Rev. (Otter Tail
                                       Power Company Project), 6.90% due 2/1/2019 .............  Aa3/AA-        2,036,480
Oklahoma--5.5% ........  5,000,000    Oklahoma Industrial Authority Health Facilities Rev.
                                       (Sisters of Mercy Health System, St. Louis, Inc.),
                                       5% due 6/1/2013 ........................................   Aa/AA         4,136,250
                         2,500,000    Oklahoma Industrial Authority Health Facilities Rev.
                                       (Sisters of Mercy Health System, St. Louis, Inc.),
                                       5% due 6/1/2018 ........................................   Aa/AA         1,973,875
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.
18
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                          NATIONAL SERIES (continued)
<TABLE>
<CAPTION>
                           Face                                                                Ratings         Market
 State                    Amount                         Municipal Bonds                     Moody's/S&P+      Value
 -----                   --------                       ----------------                     -------------     -------
<S>                     <C>            <C>                                                     <C>          <C>

Rhode Island--1.9% ....$ 2,250,000    Rhode Island Depositors Economic Protection Corporation
                                       Rev., 6% due 8/1/2017 ..................................  Aaa/AAA      $ 2,094,120
South Carolina--2.2% ..  3,000,000    Piedmont Municipal Power Agency Electric Rev.,
                                       5 3/8% due 1/1/2025 ....................................  Aaa/AAA        2,507,340
South Dakota-- 4.9% ...  6,000,000    South Dakota Housing Development Authority Rev.
                                       (Homeownership Mortgage), 6.15% due 5/1/2026* ..........  Aa1/AA+        5,459,400
Tennessee--6.5% ....... 45,500,000    Metropolitan Government of Nashville & Davidson County
                                       Health & Educational Facilities Board Rev. (Volunteer
                                       Healthcare), Zero Coupon Bond due 6/1/2021 .............   Aaa/NR        7,261,345
Texas--17.3% ..........  6,000,000    Grapevine - Colleville Independent School District
                                       G.O.'s,5 1/8% due 8/15/2022 ............................  Aaa/AAA        4,878,000
                         3,000,000    Harris County Health Facilities Development Corp.
                                       Hospital Rev. (St. Luke's Episcopal Hospital
                                       Project), 6 3/4% due 2/15/2021 .........................   Aa/AA         3,020,640
                         2,000,000    Harris County Health Facilities Development Corp.
                                       SCH Health Care System Rev. (Sisters of Charity
                                       of the Incarnate Word), 7.10% due 7/1/2021 .............   Aa/AA         2,064,060
                         5,500,000    San Antonio Electric & Gas Rev., 5% due 2/1/2017 ........  Aa1/AA         4,445,815
                         2,900,000    Texas Veterans' Housing Assistance G.O.'s,
                                       6.80% due 12/1/2023* ...................................   Aa/AA         2,885,007
                         2,000,000    Travis County Housing Finance Corporation
                                       (Single Family Mortgage Rev.), 6.95% due 10/1/2027 .....   NR/AAA        1,992,260
Utah--5.6% ............  7,500,000    Intermountain Power Agency Power Supply Rev.,
                                       5 1/4% due 7/1/2017 ....................................   Aa/AA         6,295,800
Washington--5.8% ......  4,000,000    Seattle Metropolitan Sewer Rev.,
                                       6.60% due 1/1/2032 .....................................  Aaa/AAA        3,944,840
                         3,000,000    Washington State Public Power Supply System Nuclear
                                       Project #3 Rev., 5 1/2% due 7/1/2017 ...................  Aaa/AAA        2,576,010
Wyoming--2.6% .........  3,000,000    Chelan County Public Utility District
                                       #1 Hydroelectric System Rev.
                                       (Columbia River Rock Island), 6 3/8% due 6/1/2029 ......   A1/A+         2,908,140
                                                                                                             ------------
Total Municipal Bonds (Cost $118,856,279)--98.0% .........................................................    109,595,706
Variable Rate Demand Notes (Cost $1,000,000)--0.9% .......................................................      1,000,000
Other Assets Less Liabilities--1.1% ......................................................................      1,224,610
                                                                                                             ------------
NET ASSETS--100.0% .......................................................................................   $111,820,316
                                                                                                             ============
</TABLE>

                                COLORADO SERIES
<TABLE>
<CAPTION>
  Face                                                                                       Ratings             Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+           Value
- --------                                 ----------------                                  -----------         ----------
<S>               <C>                                                                       <C>            <C>
$3,000,000       Adams County, CO Pollution Control Rev.
                  (Public Service Co. of Colorado Project), 7 3/8% due 11/1/2009 ........   Baa1/BBB+      $    3,169,020
 1,500,000       Colorado Association of School 
                  Boards Lease Purchase Finance Program
                  Certificates of Participation
                  (Pueblo School District No. 60), 7 1/4% due 12/1/2009 .................   Aaa/AAA             1,622,310
 3,000,000       Colorado Health Facilities Authority Rev.
                  (Sisters of Charity Health Care Systems, Inc.),
                  6% due 5/15/2013 ......................................................   Aaa/AAA             2,924,250
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              19
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                                COLORADO SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                       Ratings           Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+         Value
- --------                                 ----------------                                  -----------       ----------
<S>               <C>                                                                       <C>          <C>
$  500,000       Colorado Health Facilities Authority Rev.
                  (Lutheran Medical Center Project),
                  7 1/4% due 10/1/2014 ..................................................    A1/A+        $      517,990
 1,630,000       Colorado Health Facilities Authority Rev.
                  (Kaiser Permanente Medical Care Project), 9 1/8% due 8/1/2015 .........    NR/AA             1,717,172
 1,220,000       Colorado Health Facilities Authority Rev.
                  (Mercy Medical Center of Durango Project), 6.20% due 11/15/2015 .......    A1/A+             1,150,143
 3,000,000       Colorado Health Facilities Authority Rev.
                  (North Colorado Medical Center), 6% due 5/15/2020 .....................   Aaa/AAA            2,874,960
   420,000       Colorado Housing Finance Authority Rev.,
                  7 1/4% due 9/1/2006 ...................................................    NR/NR               440,223
   605,000       Colorado Housing Finance Authority
                  (Single Family Housing Rev.), 7 1/4% due 11/1/2010 ....................    Aa/AA-              609,544
   440,000       Colorado Housing Finance Authority (Single Family
                  Residential Housing Rev.), 8% due 3/1/2017 ............................    Aa/NR               457,547
 2,000,000       Colorado Springs, CO Utilities Rev., 5 7/8% due 11/15/2017 .............   Aaa/AAA            1,904,020
 3,500,000       Colorado Springs, CO Utilities Rev., 6 1/8% due 11/15/2020 .............    Aa/AA             3,369,660
 1,000,000       Colorado Water Resources & Power Development
                  Authority (Clean Water Bonds), 6 7/8% due 9/1/2011 ....................    Aa/AA+            1,049,170
 2,000,000       Colorado Water Resources & Power Development
                  Authority (Clean Water Bonds), 6% due 9/1/2014 ........................    Aa/AA             1,919,160
 1,000,000       Colorado Water Resources & Power Development
                  Authority (Clean Water Rev.), 6.30% due 9/1/2014 ......................    Aa/AA               998,800
 2,000,000       Denver, CO City & County (St. Anthony Hospital
                  Systems Rev.), 7 3/4% due 5/1/2014 ....................................   Aaa/AAA            2,194,660
 2,500,000       Denver, CO City & County (Sisters of Charity of
                  Leavenworth Health Services Corporation), 5% due 12/1/2023 ............    Aa/NR             1,939,825
 2,250,000       Denver, CO City & County Excise Tax Rev., 61/2% due 9/1/2014 ...........   Aaa/AAA            2,274,300
 1,700,000       Denver, CO Housing Corporation Section 8
                  Assisted Housing Rev., 6.70% due 10/1/2008 ............................     A/NR             1,709,129
 1,985,000       Fort Collins, CO G.O.'s Water Bonds, 6 3/8% due 12/1/2012 ..............    Aa/AA             2,010,686
 3,000,000       Fountain Valley Authority, CO Water Treatment
                  Rev., 6.80% due 12/1/2019 .............................................    A1/AA             3,103,350
   300,000       Mesa County, CO (Single Family Mortgage Rev.), 
                  7.30% due 6/1/2010 ....................................................    NR/AA               295,560
 1,480,000       Metropolitan Denver, CO Sewer Disposal District
                  No. 001, 6 3/4% due 4/1/2012 ..........................................    A1/AA             1,528,500
   520,000       Metropolitan Denver, CO Sewer Disposal District
                  No. 001, 6 3/4% due 4/1/2012 ..........................................    A1/AA               544,580
 3,000,000       Metropolitan Denver, CO Wastewater Reclamation
                  DistrictSewer Rev., 4 3/4% due 4/1/2012 ...............................   Aaa/AAA            2,445,030
 2,000,000       Northgate Public Building Authority, CO
                  (Landowner Assessment Lien), 8 1/4% due 12/1/2001** ...................   NR/NR              1,280,000
 1,895,000       Northglenn, CO Joint Water & Wastewater
                  Utility, 6.80% due 12/1/2008 ..........................................   Aaa/NR             1,922,326
 2,000,000       Platte River Power Authority, CO Power Rev., 51/2% due 6/1/2018 ........   Aa/A+              1,770,740
   305,000       Pueblo County, CO (Single Family Mortgage Rev.),
                  7.30% due 12/1/2009 ...................................................   NR/AA                305,000
 1,000,000       Pueblo County, CO Sisters of Charity Health
                  Care System Rev. (St. Mary -- Corwin
                  Hospital Project), 7 3/4% due 5/1/2014. ...............................   Aaa/AAA            1,107,740
   500,000       Regional Transportation District, CO Sales Tax
                  Rev., 7.10% due 11/1/2010 .............................................   Aaa/AAA              552,645
 1,000,000       Regional Transportation District, CO Sales Tax
                  Rev., 5 3/8% due 11/1/2010 ............................................   Aaa/AAA              915,740
 3,500,000       University of Colorado Hospital Authority
                  Hospital Rev., 6.40% due 11/15/2022 ...................................   Aaa/AAA            3,481,555

</TABLE>
- --------------                                                                 
+    Ratings have not been audited by Deloitte & Touche LLP.

**   Non-income producing, security in default.

See notes to financial statements.

20
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                          COLORADO SERIES (continued)

<TABLE>
<CAPTION>
  Face                                                                                       Ratings           Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+         Value
- --------                                 ----------------                                  -----------       ----------
<S>               <C>                                                                       <C>          <C>
$  875,000       University of Northern Colorado (Greeley University), 
                  7.30% due 6/1/2011 ....................................................   Aaa/AAA          $   929,110
 2,000,000       Westminster, CO (Adams & Jefferson Counties)
                  Sales & Use Tax Rev., 7% due 12/1/2008 ................................   Aaa/AAA            2,143,280
                                                                                                             -----------
Total Municipal Bonds (Cost $57,120,537)--98.1% ..........................................................    57,177,725
Variable Rate Demand Notes (Cost $700,000)--1.2% .........................................................       700,000
Other Assets Less Liabilities--0.7% ......................................................................       415,550
                                                                                                             -----------
NET ASSETS--100.0% .......................................................................................   $58,293,275
                                                                                                             ===========
</TABLE>

                                                    GEORGIA SERIES
<TABLE>
<CAPTION>
  Face                                                                                   Ratings             Market
 Amount                                  Municipal Bonds                               Moody's/S&P+          Value
- --------                                 ---------------                              --------------      ------------
<S>                <C>                                                                 <C>                <C>
$1,095,000        Augusta, GA Water & Sewer Rev., 6 1/2% due 5/1/2011 .................   A/NR            $   1,120,776
   125,000        Burke County Development Authority, GA
                   Pollution Control Rev. (Georgia Power
                   Company Vogtle Project), 8% due 10/1/2016 ..........................   A3/A-                 132,511
 1,000,000        Cartersville, GA Development Authority Rev.
                   Water & Wastewater Facilities (Anheuser-Busch), 7.40% due 11/1/2010*   A1/AA-              1,083,670
 2,000,000        Cartersville, GA Development Authority Rev.
                   Water & Wastewater Facilities (Anheuser-Busch), 6 3/4% due 2/1/2012*   A1/AA-              2,023,720
   750,000        Chatham County Hospital Authority, GA Rev.
                   (Memorial Medical Center, Inc.), 7% due 1/1/2021 ...................  Aaa/AAA                787,215
 1,000,000        Clayton County, GA Water Authority Water &
                   Sewerage Rev., 5 1/4% due 5/1/2012 .................................  Aaa/AAA                880,540
 1,000,000        Cobb-Marietta Coliseum & Exhibit Hall
                   Authority, GA Rev., 6 3/4% due 10/1/2026 ...........................  Aaa/AAA              1,097,770
16,030,000        Colquitt County, GA Development Authority
                   Rev., Zero Coupon Bond due 12/1/2021 ...............................  Aaa/NR               2,225,445
 2,000,000        Columbia County, GA School District G.O.'s, 61/4% due 4/1/2013 ......  Aaa/AAA              1,997,820
 1,000,000        Columbia County, GA Water & Sewerage Rev., 6 1/4% due 6/1/2012 ......  Aaa/AAA                999,880
   700,000        Columbus, GA Water & Sewerage Rev., 6 1/4% due 5/1/2011 .............  Aaa/AAA                698,509
 1,000,000        Columbus, GA Water & Sewerage Rev., 6 7/8% due 5/1/2020 .............   NR/NR               1,102,030
 5,000,000        DeKalb County, GA Water & Sewerage Rev., 53/4% due 10/1/2006 ........  Aaa/AAA              4,961,500
 1,000,000        DeKalb County, GA Water & Sewerage Rev., 7% due 10/1/2014 ...........  Aaa/AA               1,105,970
 1,000,000        DeKalb County, GA Water & Sewerage Rev., 5 1/4% due 10/1/2023 .......  Aa/AA                  827,660
   700,000        DeKalb Private Hospital Authority, GA Rev.
                   (Emory University Project), 6 3/4% due 4/1/2017 ....................  Aa1/AA-                707,651
   300,000        DeKalb Private Hospital Authority, GA Rev. (Emory
                   University Project), 7% due 4/1/2021 ...............................  Aa1/AA-                308,103
 1,000,000        Fayette County, GA School District G.O.'s, 61/8% due 3/1/2015 .......   Aa/A+                 978,860
 1,500,000        Fulco Hospital Authority, GA Rev. (Georgia
                   Baptist Health Care System Project), 6 3/8% due 9/1/2022 ........... Baa1/NR               1,297,440
   350,000        Fulton County Development Authority, GA Rev.
                   (Georgia Scientific and Technical
                   Research Foundation, Inc. Project), 7 5/8% due 10/1/2003 ...........   NR/A+                 384,685
 3,000,000        Fulton County, GA School District G.O.'s, 55/8% due 1/1/2021 ........   Aa/AA               2,674,530
 1,250,000        Gainesville, GA Water & Sewerage Rev., 5 1/4% due 11/15/2010 ........  Aaa/AAA              1,126,375

</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              21
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                           GEORGIA SERIES (continued)

<TABLE>
<CAPTION>
  Face                                                                                       Ratings           Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+         Value
- --------                                 ----------------                                  -----------       ----------
<S>               <C>                                                                    <C>               <C>
$3,000,000        Georgia Housing & Finance Authority Rev.
                   (Single Family Mortgage), 5 1/4% due 12/1/2020 .....................   Aa/AA+            $ 2,494,980
   965,000        Georgia Housing & Finance Authority Homeownership
                   Opportunity Program, 6 7/8% due 12/1/2020* .........................    Aa/NR                971,977
 3,000,000        Georgia Municipal Electric Authority Rev., 6% due 1/1/2026 ..........  Aaa/AAA              2,830,560
 2,000,000        Georgia Municipal Gas Authority Rev. (Southern
                   Storage Gas Project), 6.40% due 7/1/2014 ...........................    NR/A-              1,943,040
   455,000        Georgia Residential Finance Authority
                   Homeownership Mortgage Rev., 7.20% due 12/1/2011* ..................    Aa/AA+               455,583
   500,000        Georgia State G.O.'s, 6% due 2/1/2009 ...............................   Aaa/AA+               504,260
 1,000,000        Georgia State G.O.'s, 5 3/4% due 2/1/2011 ...........................   Aaa/AA+               974,100
 1,500,000        Gwinnett County, GA Hospital Authority Rev.
                   Anticipation Certificates
                   (Gwinnett Hospital System, Inc. Project), 5% due 9/1/2019 ..........   Aaa/AAA             1,203,690
 1,000,000        Gwinnett County, GA School District G.O.'s, 6.40% due 2/1/2012 ......   Aa1/AA              1,018,820
   735,000        Gwinnett County, GA Water & Sewerage Authority
                   Rev., 6 1/2% due 8/1/2006 ..........................................   Aa1/AA+               744,651
 1,500,000        Henry County School District, GA G.O.'s, 6.45% due 8/1/2011 .........     A/A+              1,515,195
   750,000        La Grange, GA Water & Sewerage Authority Rev., 7 3/8% due 1/1/2012 ..    NR/NR                835,170
 1,000,000        Metropolitan Atlanta Rapid Transit Authority,
                   GA Sales Tax Rev., 7 1/4% due 7/1/2010 .............................     A/AA-             1,078,020
   500,000        Metropolitan Atlanta Rapid Transit Authority,
                   GA Sales Tax Rev., 6 1/4% due 7/1/2018 .............................     A/AA-               487,865
   400,000        Private Colleges & Universities Authority, GA
                   (Spelman College Project), 7 3/4% due 6/1/2013 .....................    Aaa/AAA              443,236
 2,500,000        Private Colleges & Universities Authority, GA
                   (Spelman College Project), 6.20% due 6/1/2014 ......................    Aaa/AAA            2,455,175
   500,000        Private Colleges & Universities Authority, GA
                   (Emory University Project), 6 7/8% due 5/1/2015 ....................    Aa1/AA-              511,175
 1,500,000        Private Colleges & Universities Authority, GA
                   (Mercer University Project), 6 1/2% due 11/1/2015 ..................    Aaa/AAA            1,536,375
 3,000,000        Private Colleges & Universities Authority, GA
                   (Agnes Scott College Project), 5 5/8% due 6/1/2023 .................     Aa/AA-            2,646,240
   500,000        Private Colleges & Universities Authority, GA
                   (Emory University Project), 6.40% due 10/1/2023 ....................    Aa1/AA-              498,030
 2,500,000        Puerto Rico Highway & Transportation Authority
                   Highway Rev., 5 1/2% due 7/1/2019 ..................................    Baa1/A             2,144,900
 1,000,000        Putnam County, GA Development Authority
                   Pollution Control Rev. (Georgia Power
                   Company Plant), 7 1/4% due 7/1/2021 ................................    Aaa/AAA            1,057,330
 2,000,000        Savannah, GA Airport Rev., 6 1/4% due 1/1/2015* .....................    Aaa/AAA            1,970,400
11,310,000        Savannah, GA Economic Development Authority
                   Rev., Zero Coupon Bond due 12/1/2021 ...............................    Aaa/NR             1,570,167
 3,505,000        Washington, GA Wilkes Payroll Development
                   Authority Rev., Zero Coupon Bond due 12/1/2021 .....................    Aaa/NR               486,599
                                                                                                            -----------
Total Municipal Bonds (Cost $63,050,227)--97.7% ........................................................     60,900,198
Variable Rate Demand Notes (Cost $400,000)--0.7% .......................................................        400,000
Other Assets Less Liabilities--1.6% ....................................................................      1,015,008
                                                                                                            -----------
NET ASSETS--100.0% .....................................................................................    $62,315,206
                                                                                                            ===========
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

22
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------


                                LOUISIANA SERIES
<TABLE>
<CAPTION>
  Face                                                                                      Ratings            Market
 Amount                                  Municipal Bonds                                  Moody's/S&P+          Value
- --------                                 ---------------                                 ---------------    ------------
<S>              <C>                                                                       <C>             <C>
$1,055,000        Alexandria, LA Utilities Rev., 5.30% due 5/1/2013 ...................      Aaa/AAA        $     918,430
 3,000,000        Bastrop, LA Industrial Development Board
                   Pollution Control Rev. (International Paper
                   Company Project), 6.90% due 3/1/2007 ...............................       A3/A-             3,147,960
 1,500,000        Caddo Parish, LA Parishwide School District
                   G.O.'s, 7.20% due 3/1/2005 .........................................     Aaa/AAA             1,582,275
 2,470,000        East Baton Rouge Parish, LA Mortgage Finance
                   Authority (Single Family Mortgage Rev.), 5.40% due 10/1/2025 .......     Aaa/NR              2,069,539
 1,000,000        East Baton Rouge Parish, LA Public Improvement
                   Sales & Use Tax Rev., 7 1/4% due 2/1/2009 ..........................     Aaa/AAA             1,079,680
 3,500,000        East Baton Rouge Parish, LA  Sales Tax Rev., 4.90% due 2/1/2016 .....     Aaa/AAA             2,810,045
 2,000,000        Houma, LA Utilities Rev., 6 1/4% due 1/1/2012 .......................     Aaa/AAA             1,978,940
 2,000,000        Jefferson Parish, LA Home Mortgage Authority
                   (Single Family Mortgage Rev.), 6% due 12/1/2024* ...................      Aa/NR              1,774,880
 2,000,000        Jefferson Parish School Board, LA Sales Tax
                   School Bonds, 6 1/4% due 2/1/2008 ..................................     Aaa/AAA             2,019,460
 1,250,000        Lafayette, LA Public Improvement Sales Tax
                   Rev., 5 1/2% due 3/1/2009 ..........................................     Aaa/AAA             1,158,300
 3,000,000        Lafayette, LA Public Improvement Sales Tax
                   Rev., 5.20% due 5/1/2011 ...........................................     Aaa/AAA             2,621,190
 2,000,000        Louisiana Public Facilities Authority Hospital
                   Rev. (Southern Baptist Hospitals Inc. Project),
                   6.80% due 5/15/2012 ................................................     Aaa/AAA             2,074,060
 2,250,000        Louisiana Public Facilities Authority Hospital
                   Rev. (General Health Inc.), 6 1/2% due 11/1/2014 ...................     Aaa/AAA             2,254,613
 1,000,000        Louisiana Public Facilities Authority Hospital
                   Rev. (Daughters of Charity Health
                   Systems--Hotel Dieu), 9 3/4% due 2/1/2015 ..........................      Aa/NR              1,084,360
 2,000,000        Louisiana Public Facilities Authority Hospital
                   Rev. (Our Lady of Lourdes Regional
                   Medical Center Project), 6.45% due 2/1/2022 ........................     Aaa/AAA             1,952,120
 3,000,000        Louisiana Public Facilities Authority Hospital
                   Rev. (General Health Inc.), 6% due 11/1/2022 .......................     Aaa/AAA             2,810,910
 2,500,000        Louisiana Public Facilities Authority Rev.
                   (Sisters of Mercy Health System, St. Louis, Inc.),
                   7 3/8% due 6/1/2019 ................................................     Aaa/AA              2,770,750
 1,900,000        Louisiana Public Facilities Authority Rev.
                   (Sisters of Mercy Health System, St. Louis, Inc.),
                   5% due 6/1/2019 ....................................................      Aa/AA              1,502,976
 3,000,000        Louisiana Public Facilities Authority Rev.
                   (Tulane University), 5 3/4% due 2/15/2021 ..........................     Aaa/AAA             2,700,210
 4,875,000        Louisiana State G.O.'s, Zero Coupon Bonds due 8/1/2005 ..............     Aaa/AAA             2,612,610
 4,000,000        Louisiana State G.O.'s, 6 1/2% due 5/1/2011 .........................     Aaa/AAA             4,074,400
 1,000,000        Louisiana State University & Agricultural &
                   Mechanical College Auxiliary Rev., 5 3/4% due 7/1/2014 .............     Aaa/AAA               924,420
   195,000        Ouachita Parish, LA Industrial Development Rev.
                   (International Paper Company), 6 1/2% due 4/1/2006 .................       NR/NR               191,597
   500,000        Saint Bernard Parish, LA Water and Sewer
                   Commission Water & Sewer Rev., 8% due 8/1/2006 .....................     Aaa/AAA               538,755
 1,250,000        Saint Charles Parish, LA Environmental
                   Improvement Rev. (Louisiana Power
                   and Light Company Project), 6.20% due 5/1/2023* ....................     Baa2/BBB            1,103,350
 2,960,000        Saint Charles Parish, LA Waterworks &
                   Wastewater District Utility Rev., 7.15% due 7/1/2016 ...............     Aaa/AAA             3,128,483
 1,000,000        Saint Tammany, LA Public Trust Financing
                   Authority (Single Family Mortgage Rev.), 7.20% due 7/1/2010 ........      NR/AAA             1,084,750
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              23
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                          LOUISIANA SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                       Ratings            Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+         Value
- --------                                 ---------------                                  --------------    -------------
<S>              <C>                                                                       <C>               <C>
$1,555,000        Shreveport, LA G.O.'s, 7 1/2% due 4/1/2006 ..........................     Aaa/AAA           $ 1,760,680
 2,000,000        Shreveport, LA Water & Sewer Rev., 7 1/8% due 12/1/2014 .............     Aaa/AAA             2,146,180
 2,050,000        Sulphur, LA Housing & Mortgage Finance Trust
                   (Residential Mortgage Rev.), 7 1/4% due 12/1/2010 ..................      Aaa/AAA            2,127,100
 3,000,000        Tangipahoa Parish, LA Hospital Service District
                   No. 1 Rev. (Northoaks Medical Center), 6 1/4% due 2/1/2024 .........      Aaa/AAA            2,883,000
                                                                                                              -----------
Total Municipal Bonds (Cost $61,108,390)--98.0% ...........................................................    60,886,023
Variable Rate Demand Notes (Cost $300,000)--0.5% ..........................................................       300,000
Other Assets Less Liabilities--1.5% .......................................................................       959,793
                                                                                                              -----------
NET ASSETS--100.0% ........................................................................................   $62,145,816
                                                                                                              ===========
</TABLE>

                                MARYLAND SERIES

<TABLE>
<CAPTION>
  Face                                                                                       Ratings            Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+         Value
- --------                                 ---------------                                  --------------    -------------
<S>                <C>                                                                       <C>           <C>
$2,000,000         Anne Arundel County, MD Economic Development
                    Rev. (BWI HSR Limited Partnership Facility), 9 5/8% due 9/1/2005 ..       NR/AAA        $   2,151,100
 3,000,000         Anne Arundel County, MD Pollution Control Rev.
                    (Baltimore Gas and Electric Company Project), 6% due 4/1/2024 .....       A2/A              2,811,600
 2,000,000         Baltimore, MD Consolidated Public Improvement
                    G.O.'s, 6 3/8% due 10/15/2006 .....................................      Aaa/AAA            2,093,280
 1,000,000         Baltimore, MD Consolidated Public Improvement
                    G.O.'s, 6 3/8% due 10/15/2007 .....................................      Aaa/AAA            1,039,980
 2,500,000         Baltimore, MD Port Facilities Rev.
                    (Consolidated Coal Sales Co. Project), 6 1/2% due 10/1/2011 .......      Aa2/AA             2,530,300
 2,000,000         Frederick County, MD Public Facilities G.O.'s, 6.30% due 7/1/2011 ..      Aaa/AA-            2,125,940
 1,975,000         Howard County, MD Consolidated Public
                    Improvement G.O.'s, Zero Coupon Bond due 8/15/2008 ................      Aa1/AA+              859,145
 2,000,000         Howard County, MD Metropolitan District Project
                    G.O.'s, 5 1/2% due 8/15/2022 ......................................      Aa1/AA+            1,736,960
 5,000,000         Maryland Capital Improvement G.O.'s, 5.20% due 4/15/2006 ...........      Aaa/AAA            4,770,200
 1,000,000         Maryland Community Development Administration
                    Dept. of Economic & Community
                    Development (Single Family Program), 7 3/4% due 4/1/2009 ..........       Aa/NR             1,045,330
 2,000,000         Maryland Community Development Administration
                    Dept. of Housing & Community
                    Development (Multi-Family Housing), 7.70% due 5/15/2020* ..........       Aa/NR             2,045,140
 2,500,000         Maryland Community Development Administration
                    Dept. of Housing & Community
                    Development (Single Family Program), 6.80% due 4/1/2024* ..........       Aa/NR             2,499,950
 2,500,000         Maryland Community Development Administration
                    Dept. of Housing & Community
                    Development (Multi-Family Housing), 6.70% due 5/15/2027 ...........       Aa/NR             2,476,800
 1,000,000         Maryland Community Development Administration
                    (Housing Mortgage Rev.), 6.20% due 1/1/2018 .......................        Aa/A               967,630
 1,000,000         Maryland Health & Higher Educational Facilities
                    Authority Rev. (Greater Baltimore
                    Medical Center), 6 3/4% due 7/1/2019 ..............................       Aaa/AAA           1,094,770
 3,000,000         Maryland Health & Higher Educational Facilities
                    Authority Rev. (Johns Hopkins
                    University), 7 1/2% due 7/1/2020 ..................................       Aa1/AA-           3,266,730
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

24
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                          MARYLAND SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                       Ratings            Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+         Value
- --------                                 ---------------                                  --------------    -------------
<S>                <C>                                                                       <C>           <C>
$2,750,000         Maryland Health & Higher Educational Facilities
                    Authority Rev. (Ann Arundel Medical
                    Center), 5% due 7/1/2023 ..........................................       Aaa/AAA         $ 2,168,430
 2,000,000         Maryland Health & Higher Educational Facilities
                    Authority Rev. (Suburban Hospital), 5 1/8% due 7/1/2021 ...........        A1/A             1,589,460
 3,000,000         Maryland Health & Higher Educational Facilities
                    Authority Rev. (Francis Scott Key
                    Medical Center), 5% due 7/1/2023 ..................................       Aaa/AAA           2,365,560
 1,350,000         Maryland National Capital Park & Planning
                    Commission G.O.'s (Prince George's County), 6.90% 7/1/2010 ........        Aa/AA            1,432,161
 3,000,000         Maryland Transportation Authority Rev.
                    Transportation Facilities Projects, 5 3/4% due 7/1/2015 ...........        A1/A+            2,748,450
 1,000,000         Maryland Water Quality Financing Administration
                    Revolving Loan Fund Rev., 6.70% due 9/1/2013 ......................        Aa/AA            1,030,340
 1,000,000         Maryland Water Quality Financing Administration
                    Revolving Loan Fund Rev., 7.10% due 9/1/2013 ......................        Aa/AA            1,062,290
 2,500,000         Montgomery County, MD Consolidated Public
                    Improvement G.O.'s, 4.90% due 10/1/2013 ...........................       Aaa/AAA           2,103,150
   220,000         Montgomery County, MD Housing Opportunities
                    Commission (Multi-Family
                    Housing Rev.), 9 3/8% due 7/1/2015 ................................        Aa/NR              227,700
   470,000         Montgomery County, MD Housing Opportunities
                    Commission (Single Family
                    Mortgage Rev.), 7 3/8% due 7/1/2017 ...............................        Aa/NR              478,023
 2,000,000         Northeast Maryland Waste Disposal Authority
                    Solid Waste Rev. (Montgomery County
                    Resource Recovery Project), 6.30% due 7/1/2016* ...................         A/NR            1,869,800
   295,000         Puerto Rico Housing Finance Corporation (Single
                    Family Mortgage Rev. Portfolio 1), 7.80% due 10/15/2021 ...........       Aaa/AAA             304,080
 1,000,000         Puerto Rico Housing Finance Corporation (Single
                    Family Mortgage Rev. Portfolio 1-C), 6.85% due 10/15/2023 .........       Aaa/AAA           1,011,340
 1,500,000         University of Maryland Auxiliary Facilities and
                    Tuition Rev., 6 1/2% due 4/1/2011 .................................        NR/AAA           1,613,400
   485,000         University of Maryland Auxiliary Facilities and
                    Tuition Rev., 6.30% due 2/1/2012 ..................................        Aa/AA+             485,252
 2,500,000         Washington Suburban Sanitary District, MD, 61/2% due 1/1/2016 ......        Aa1/AA           2,537,850
                                                                                                              -----------
Total Municipal Bonds (Cost $57,171,087)--98.0% ............................................................   56,542,141
Other Assets Less Liabilities--2.0% ........................................................................    1,145,386
                                                                                                              -----------
NET ASSETS--100.0% .........................................................................................  $57,687,527
                                                                                                              ===========
</TABLE>

                              MASSACHUSETTS SERIES
<TABLE>
<CAPTION>
  Face                                                                                     Ratings             Market
 Amount                                  Municipal Bonds                                 Moody's/S&P+           Value
- --------                                 ---------------                                --------------       ------------
<S>               <C>                                                                    <C>                <C>
$  750,000        Boston, MA G.O.'s, 7 3/8% due 2/1/2010 ..............................      A/A             $    834,630
 2,000,000        Boston, MA G.O.'s, 6 3/4% due 7/1/2011 ..............................    Aaa/AAA              2,188,300
 5,000,000        Boston, MA Water & Sewer Commission General
                   Rev., 5 1/4% due 11/1/2019 .........................................      A/A                4,182,800
 2,000,000        Boston, MA Water & Sewer Commission General
                   Rev., 7 1/8% due 11/1/2009 .........................................    Aaa/AAA              2,210,260
 1,000,000        Boston, MA Water & Sewer Commission General
                   Rev., 5 3/4% due 11/1/2013 .........................................      A/A                  919,600
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              25
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                        MASSACHUSETTS SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                       Ratings            Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+         Value
- --------                                 ---------------                                  --------------    -------------
<S>              <C>                                                                      <C>                 <C>
$3,000,000        Boston, MA Water & Sewer Commission General
                   Rev., 7.10% due 11/1/2019 ..........................................    Aaa/AAA             $3,312,090
 3,000,000        Chicopee, MA Electric System 
                   Rev., 9 1/8% due 1/1/2020 ..........................................      A/A-               3,092,610
 5,000,000        Massachusetts Bay Transportation Authority Transportation System 
                   Rev., 6.10% due 3/1/2023 ...........................................      A/A+               4,698,950
 1,765,000        Massachusetts Education Loan Authority
                   Education Loan Rev., 8% due 6/1/2002 ...............................     NR/AAA              1,887,120
   500,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Harvard University),
                   5 3/4% due 12/1/2011 ...............................................    Aaa/AAA                471,340
 3,000,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Daughters of Charity
                   National Health Systems--Carney Hospital), 
                   7 3/4% due 7/1/2014 ................................................     Aa/NR               3,415,620
 2,500,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Daughters of Charity
                   National Health Systems--Carney Hospital), 
                   6.10% due 7/1/2014 .................................................     Aa/NR               2,339,250
   915,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Youville Hospital),
                   9.10% due 8/1/2015 .................................................     Aa/NR                 984,357
 7,500,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Harvard University),
                   5 1/2% due 12/1/2015 ...............................................    Aaa/AAA              6,698,475
 2,500,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Lahey Clinic
                   Medical Center), 7 5/8% due 7/1/2018 ...............................    Aaa/AAA              2,764,175
 3,295,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Tufts University),
                   7.40% due 8/1/2018 .................................................     AAA/A+              3,623,347
   705,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Tufts University),
                   7.40% due 8/1/2018 .................................................     A1/A+                 752,545
 2,500,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Suffolk University),
                   8 1/8% due 7/1/2020 ................................................    Baa/BBB              2,883,125
 2,000,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Boston College),
                   6 5/8% due 7/1/2021 ................................................    Aaa/AAA              2,018,880
 2,000,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Amherst College),
                   6.80% due 11/1/2021 ................................................    Aa1/AA+              2,061,260
 2,000,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (New England
                   Deaconess Hospital), 6 7/8% due 4/1/2022 ...........................      A/A                1,929,540
 1,000,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Suffolk University),
                   6.35% due 7/1/2022 .................................................    NR/AAA                 958,430
 5,000,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (Brigham & Women's
                   Hospital), 6 3/4% due 7/1/2024 .....................................     Aa/A+               4,999,250
 3,000,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (New England
                   Medical Center), 5 3/8% due 7/1/2024 ...............................    Aaa/AAA              2,499,840
 1,000,000        Massachusetts Health & Educational Facilities
                   Authority Rev. (New England
                   Medical Center), 6 5/8% due 7/1/2025 ...............................    Aaa/AAA              1,007,350
 1,000,000        Massachusetts Housing Finance Agency Rev.
                   (Multi-Family Housing), 10% due 12/1/2005 ..........................     NR/AAA              1,049,470
    95,000        Massachusetts Housing Finance Agency Rev. (Single
                   Family Mortgage Purchase),
                   10 5/8% due 12/1/2009 ..............................................      Aa/A+                 98,954
 1,600,000        Massachusetts Housing Finance Agency Rev.
                   (Residential Development),
                   6 1/4% due 11/15/2012 ..............................................    Aaa/AAA              1,565,904
 4,705,000        Massachusetts Housing Finance Agency Rev.
                   (Single Family Housing Rev.),
                   7.30% due 6/1/2014 .................................................      Aa/A+              4,912,914
</TABLE>
- --------------                                                                 
+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

26
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                        MASSACHUSETTS SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                       Ratings            Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+         Value
- --------                                 ---------------                                  --------------    -------------
<S>               <C>                                                                     <C>               <C>
$2,975,000        Massachusetts Housing Finance Agency Rev.
                   (Multi-Family Housing), 8 7/8% due 7/1/2018 ........................    Aaa/AAA            $ 3,141,838
 1,745,000        Massachusetts Municipal Wholesale Electric
                   Company Power Supply System Rev.,
                   6 3/4% due 7/1/2017 ................................................    Aaa/NR               1,913,183
   755,000        Massachusetts Municipal Wholesale Electric
                   Company Power Supply System Rev.,
                   6 3/4% due 7/1/2017 ................................................     A/BBB+                762,943
 2,450,000        Massachusetts Special Obligation Rev. (Highway
                   Improvement Loan), 6% due 6/1/2013 .................................     A1/AA               2,350,260
 5,000,000        Massachusetts State Consolidated Loan G.O.'s,
                   7% due 12/1/2010 ...................................................     Aaa/A+              5,463,800
 5,000,000        Massachusetts State Consolidated Loan G.O.'s, 
                   5 3/4% due 5/1/2012 ................................................    Aaa/AAA              4,719,850
 5,000,000        Massachusetts State Consolidated Loan G.O.'s,
                   4 7/8% due 10/1/2013 ...............................................      A/A+               4,092,250
 8,475,000        Massachusetts State Port Authority Rev., 
                   7 1/8% due 7/1/2012 ................................................     Aa/AA               8,588,311
 5,500,000        Massachusetts State Water Resources Authority
                   Rev., 5 1/2% due 11/1/2015 .........................................      A/A                4,801,885
 5,000,000        Massachusetts Turnpike Authority Turnpike Rev.,
                   5 1/8% due 1/1/2023 ................................................    Aaa/AAA              4,033,350
 1,900,000        Puerto Rico Electric Power Authority Power
                   Rev., 7 1/8% due 7/1/2014 ..........................................   Baa1/AAA              2,094,712
   730,000        Puerto Rico Electric Power Authority Power Rev.,
                   7 1/8% due 7/1/2014 ................................................    Baa1/A-                777,925
 1,000,000        Puerto Rico Highway & Transportation Authority
                   Highway Rev., 5 1/2% due 7/1/2019 ..................................    Baa1/A-                857,960
 2,750,000        Puerto Rico Port Authority Rev., 6% due
                   7/1/2021* ..........................................................    Aaa/AAA              2,640,193
 1,290,000        Virgin Islands Port Authority Rev. (Marine
                   Division), 10 1/8% due 11/1/2005 ...................................     NR/NR               1,386,697
                                                                                                             ------------
Total Municipal Bonds (Cost $117,411,355)--97.3% ........................................................     117,985,543
Variable Rate Demand Notes (Cost $1,100,000)--0.9% ......................................................       1,100,000
Other Assets Less Liabilities--1.8% .....................................................................       2,163,099
                                                                                                             ------------
NET ASSETS--100.0% ......................................................................................    $121,248,642
                                                                                                             ============
</TABLE>
                                MICHIGAN SERIES
<TABLE>
<CAPTION>
  Face                                                                                      Ratings            Market
 Amount                                   Municipal Bonds                                 Moody's/S&P+          Value
- --------                                 ----------------                                 ------------       ----------
<S>               <C>                                                                       <C>              <C>
$5,000,000         Capital Region Airport Authority, MI Airport
                    Rev., 6.70% due 7/1/2021* .........................................    Aaa/AAA           $  5,139,800
 1,000,000         Chippewa Valley, MI Schools G.O.'s, 7% due
                    5/1/2011 ..........................................................     NR/AA               1,103,460
 2,000,000         Dearborn, MI Economic Development Corporation
                    (Oakwood Obligated Group),
                    6.95% due 8/15/2021 ...............................................    Aaa/AAA              2,210,940
 5,000,000         Detroit, MI Distributable State Aid G.O.'s,
                    7.20% due 5/1/2009 ................................................    Aaa/AAA              5,495,000
 6,000,000         Detroit, MI Water Supply System Rev., 6 1/4%
                    due 7/1/2012 ......................................................    Aaa/AAA              5,967,420
 1,750,000         Detroit, MI Water Supply System Rev., 6 1/2%
                    due 7/1/2015 ......................................................    Aaa/AAA              1,789,988
 1,500,000         Eastern Michigan University Rev. (Board of
                    Regents), 6 3/8% due 6/1/2014 .....................................    Aaa/AAA              1,499,820
 3,000,000         Grand Haven, MI Electric System Rev., 5 1/4%
                    due 7/1/2013 ......................................................    Aaa/AAA              2,611,230
 5,000,000         Grand Rapids, MI Water Supply System Rev., 
                    5 3/4% due 1/1/2018 ...............................................    Aaa/AAA              4,597,650
 1,000,000         Grand Traverse County, MI Hospital Finance
                    Authority (Munson Healthcare
                    Obligated Group), 6 1/4% due 7/1/2012 .............................    Aaa/AAA                989,320
 1,500,000         Grand Traverse County, MI Hospital Finance
                    Authority (Munson Healthcare
                    Obligated Group), 6 1/4% due 7/1/2022 .............................    Aaa/AAA              1,459,380
 3,240,000         Holland School District, MI G.O.'s, 6 1/4% due
                    5/1/2007 ..........................................................    Aaa/AAA              3,307,619

</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              27
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                          MICHIGAN SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                       Ratings            Market
 Amount                                  Municipal Bonds                                   Moody's/S&P+         Value
- --------                                 ---------------                                  --------------    -------------
<S>               <C>                                                                     <C>                <C>
$3,000,000         Holland School District, MI G.O.'s (School
                    Building and Site Bonds), 7 3/8% due 5/1/2019 .....................     NR/NR             $ 3,257,220
 2,500,000         Huron Valley School District, MI G.O.'s, 7.10%
                    due 5/1/2008 ......................................................    Aaa/AAA              2,772,375
 3,000,000         Jackson County, MI Hospital Finance Authority
                    Rev. (W.A. Foote Memorial Hospital),
                    7 1/4% due 6/1/2012 ...............................................     NR/NR               3,233,100
 4,000,000         Jackson County, MI Hospital Finance Authority
                    Rev. (W.A. Foote Memorial Hospital),
                    5 1/4% due 6/1/2023 ...............................................    Aaa/AAA              3,295,280
 1,250,000         Kent County, MI Building Authority G.O.'s
                    (Correctional Facility Improvements),
                    6% due 12/1/2009 ..................................................     A1/AAA              1,236,375
 5,000,000         Kent County, MI Refuse Disposal System G.O.'s,
                    8.40% due 11/1/2010 ...............................................     A1/AAA              5,537,650
 2,775,000         Kentwood, MI Public Schools Building & Site
                    G.O.'s, 6.40% due 5/1/2015 ........................................     Aa/A+               2,759,099
 1,250,000         Lansing, MI Water Supply & Electric Utility
                    System Rev., 5 3/4% due 7/1/2002 ..................................     Aa/AA               1,273,637
 1,250,000         Lansing, MI Water Supply & Electric Utility
                    System Rev., 5 3/4% due 7/1/2003 ..................................     Aa/AA               1,265,200
   500,000         Lansing, MI Water Supply & Electric Utility
                    System Rev., 5 3/4% due 7/1/2004 ..................................     Aa/AA                 503,560
 2,750,000         Michigan Municipal Bond Authority Rev. (Local
                    Government Loan Program),
                    4 3/4% due 12/1/2009 ..............................................    Aaa/AAA              2,292,235
 4,000,000         Michigan Municipal Bond Authority Rev. (Local
                    Government Loan Program--Group 2),
                    7.30% due 5/1/2016 ................................................     NR/AAA              4,239,440
 6,000,000         Michigan Public Power Agency Rev. (Belle River
                    Project), 5 1/4% due 1/1/2018 .....................................     A1/AA-              4,999,680
 2,500,000         Michigan State Building Authority Series II, 
                    6% due 10/1/2009 ..................................................    Aaa/AAA              2,468,375
 4,680,000         Michigan State Building Authority Rev., 
                    6 1/4% due 10/1/2020 ..............................................      A/A-               4,505,717
 1,850,000         Michigan State Comprehensive Transportation
                    Rev., 5 3/4% due 5/15/2011 ........................................     A1/AA-              1,736,854
 1,750,000         Michigan State Comprehensive Transportation
                    Rev., 7 5/8% due 5/1/2011 .........................................     A1/AA-              1,913,275
 2,500,000         Michigan State Comprehensive Transportation
                    Rev., 7 3/4% due 8/1/2011 .........................................     NR/NR               2,649,050
 2,000,000         Michigan State Hospital Finance Authority
                    Hospital Rev. (Sparrow Obligated Group),
                    6 1/2% due 11/15/2011 .............................................    Aaa/AAA              2,028,640
 5,000,000         Michigan State Hospital Finance Authority
                    Hospital Rev. (St. John Hospital),
                    5 3/4% due 5/15/2016 ..............................................    Aaa/AAA              4,545,700
 5,000,000         Michigan State Hospital Finance Authority
                    Hospital Rev. (Henry Ford Health System),
                    5 3/4% due 9/1/2017 ...............................................    Aaa/AAA              4,533,850
 1,250,000         Michigan State Hospital Finance Authority
                    Hospital Rev. (Crittenton Hospital),
                    6 3/4% due 3/1/2020 ...............................................    Aaa/AAA              1,271,000
 1,000,000         Michigan State Hospital Finance Authority
                    Hospital Rev. (Daughters of Charity National
                    Health System--Providence Hospital), 7% due 11/1/2021 .............     Aa/NR               1,031,750
 5,000,000         Michigan State Hospital Finance Authority
                    Hospital Rev. (Detroit Medical Center),
                    6 1/2% due 8/15/2018 ..............................................      A/A-               4,716,850
 1,500,000         Michigan State Housing Development Authority
                    Rev. (Rental Housing),
                    5.80% due 4/1/2019 ................................................     NR/A+               1,323,855
 5,000,000         Michigan State Housing Development Authority
                    Rev. (Rental Housing),
                    6.65% due 4/1/2023 ................................................     NR/A+               4,955,750
 5,350,000         Michigan State Strategic Fund Pollution Control
                    Rev. (General Motors Corp.),
                    6 5/8% due 3/1/2007 ...............................................   Baa1/BBB+             5,452,881
 3,000,000         Michigan State Strategic Fund Pollution Control
                    Rev. (Detroit Edison Company),
                    6 1/2% due 2/15/2016 ..............................................    Aaa/AAA              3,026,070
 5,000,000         Michigan State Trunk Line Rev., 5 1/2% due
                    10/1/2021 .........................................................     A1/AA-              4,283,000
</TABLE>
- --------------                                                                 
+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

28
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                          MICHIGAN SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                    Ratings                Market
 Amount                                  Municipal Bonds                                Moody's/S&P+             Value
- --------                                 ---------------                               --------------        -------------
<S>                <C>                                                                    <C>               <C>
$2,000,000         Midland, MI Water Supply System Rev., 7.20% due
                    4/1/2010 ..........................................................      A/A+            $  2,106,300
 1,075,000         Novi, MI G.O.'s, 5% due 10/1/2010 ..................................     A1/A+                 923,693
 2,500,000         Oak Park School District, MI G.O.'s, 7.15% due
                    6/1/2009 ..........................................................     NR/AA               2,703,250
 2,000,000         Puerto Rico Highway Authority Highway Rev., 
                    7 3/4% due 7/1/2016 ...............................................    NR/AAA               2,290,100
 6,000,000         Royal Oak, MI Hospital Finance Authority Rev.
                    (William Beaumont Hospital),
                    6 3/4% due 1/1/2020 ...............................................    Aa/AA                6,046,200
 5,000,000         University of Michigan Hospital Rev., 6 3/8%
                    due 12/1/2024 .....................................................    Aa/AA                4,796,300
 2,000,000         Vicksburg Community Schools, MI (School
                    Building and Site Bonds),
                    7% due 5/1/2007 ...................................................   Aaa/AAA               2,213,980
 1,075,000         Wayne-Westland Community Schools, MI G.O.'s
                    (School Building and Site Bonds),
                    7 3/4% due 5/1/2012 ...............................................   Aaa/AAA               1,230,553
 3,000,000         Wyandotte, MI Electric Rev., 6 1/4% due
                    10/1/2017 .........................................................   Aaa/AAA               2,953,260
                                                                                                             ------------
Total Municipal Bonds (Cost $145,226,972)--97.9% .........................................................    148,542,731
Variable Rate Demand Notes (Cost $400,000)--0.3% .........................................................        400,000
Other Assets Less Liabilities--1.8% ......................................................................      2,822,825
                                                                                                             ------------
NET ASSETS--100.0% .......................................................................................   $151,765,556
                                                                                                             ============
</TABLE>

                               MINNESOTA SERIES
<TABLE>
<CAPTION>
  Face                                                                                    Ratings               Market
 Amount                                   Municipal Bonds                               Moody's/S&P+             Value
- --------                                 ----------------                              --------------         ----------
<S>               <C>                                                                      <C>                <C>
$7,500,000         Bass Brook, MN Pollution Control Rev.
                    (Minnesota Power and Light Co. Project),
                    6% due 7/1/2022 ...................................................    A2/A-              $  6,876,450
 6,250,000         Becker, MN Pollution Control Rev. (Northern
                    States Power Company),
                    6.80% due 4/1/2007 ................................................    A2/A+                 6,397,875
 2,000,000         Breckenridge, MN Hospital Facility Rev.
                    (Franciscan Sisters Health Care, Inc.),
                    9 3/8% due 9/1/2017 ...............................................    NR/NR                 2,276,460
 3,000,000         Dakota County, MN G.O.'s Capital Improvement,
                    7.30% due 2/1/2008 ................................................    A1/NR                 3,201,870
 5,000,000         Edina, MN Housing Development Rev. (Edina Park
                    Plaza Project), 7.70% due 12/1/2028 ...............................    Aa/NR                 5,120,500
 2,000,000         Goodhue County, MN Hospital Facilities Rev.
                    (St. John's Regional Health Center),
                    8 3/4% due 9/1/2016 ...............................................    NR/NR                 2,244,020
 1,200,000         Lakeville, MN Independent School District No.
                    194 G. O.'s, 6.70% due 2/1/2015 ...................................   Aaa/AAA                1,263,756
   730,000         Lewiston, MN First Mortgage Nursing Home Rev.
                    (Deloughery Home Project),
                    9.80% due 1/15/2013 ...............................................    NR/A-                   731,015
 7,500,000         Minneapolis, MN Community Development Agency
                    Tax Increment Rev., Zero Coupon
                    Bond due 9/1/2003 .................................................   Aaa/AAA                4,562,775
 5,500,000         Minneapolis, MN Community Development Agency
                    Tax Increment Rev., Zero Coupon
                    Bond due 9/1/2004 .................................................   Aaa/AAA                3,137,365
 3,000,000         Minneapolis-St. Paul Metropolitan Area
                    (Metropolitan Council of the Twin Cities), MN,
                    5 1/2% due 12/1/2006 ..............................................   Aaa/AAA                2,950,110
 5,500,000         Minneapolis, MN G.O.'s, 6 1/2% due 3/1/2013 ........................   Aaa/AAA                5,765,045
 1,735,000         Minneapolis, MN G.O.'s Sales Tax, 6 1/4% due
                    4/1/2012 ..........................................................   Aaa/AAA                1,759,793
</TABLE>
- --------------                                                                 
+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              29
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                          MINNESOTA SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                  <C>
$2,000,000         Minneapolis, MN Hospital Facilities Rev.
                    (Lifespan, Inc.--Abbott-Northwestern
                    Hospital, Inc.), 7 7/8% due 12/1/2014 .............................   Aaa/NR               $ 2,210,540
 1,500,000         Minneapolis, MN Tax Increment Rev., 7% due
                    3/1/2003 ..........................................................   Aaa/AAA                1,587,165
   940,000         Minnesota Housing Finance Agency (Housing
                    Development), 6 1/4% due 2/1/2020 .................................    A1/A+                   913,163
 5,000,000         Minnesota Housing Finance Agency (Single Family
                    Mortgage), 6.85% due 1/1/2024* ....................................    Aa/AA+                5,063,050
 5,500,000         Minnesota Public Facilities Authority Water
                    Pollution Control Rev., 7.10% due 3/1/2012 ........................    NR/AA+                5,954,355
 5,000,000         Minnesota State G.O.'s, 6.70% due 8/1/2007 .........................   Aaa/AAA                5,336,400
   105,000          Minnetonka Housing and Redevelopment Authority,
                    MN Tax Increment Rev.
                    (The Cliffs at Ridgedale Project), 12% due 8/1/2002 ...............    NR/NR                   109,937
   250,000         Minnetonka Housing and Redevelopment Authority,
                    MN  Tax Increment Rev.
                    (The Cliffs at Ridgedale Project), 12% due 8/1/2003 ...............    NR/NR                   261,755
 2,500,000         North Suburban Hospital District, MN Anoka &
                    Ramsey Counties Hospital Rev. (Health Central System Project), 
                    10% due 10/1/2014 .................................................    NR/A-                 2,708,150
 5,000,000         Northern Municipal Power Agency, MN Electric
                    System Rev., 7 1/4% due 1/1/2016 ..................................     A/A                  5,363,300
 2,500,000         Northern Municipal Power Agency, MN Electric
                    System Rev., 7.40% due 1/1/2018 ...................................   Aaa/AAA                2,756,525
 5,000,000         Olmsted County, MN Housing & Redevelopment
                    Authority Public Facility Rev.,
                    7% due 2/1/2013 ...................................................   Aaa/AA+                5,437,900
 2,000,000         Ramsey & Washington Counties, MN Resource
                    Recovery Rev. (Northern States Power
                    Company Project), 6 3/4% due 12/1/2006 ............................    A1/AA-                2,106,520
 4,000,000         Rochester, MN Health Care Facilities Rev. (Mayo
                    Foundation/Mayo Medical Center),
                    7.45% due 11/15/2006 ..............................................    NR/AA+                4,180,880
 4,500,000         Rochester, MN Health Care Facilities Rev. (Mayo
                    Foundation/Mayo Medical Center),
                    6 1/4% due 11/15/2014 .............................................    NR/AA+                4,443,795
 1,000,000         Rochester, MN Health Care Facilities Rev. (Mayo
                    Foundation/Mayo Medical Center),
                    6 1/4% due 11/15/2021 .............................................    NR/AA+                  963,280
 2,000,000         Saint Cloud, MN Hydroelectric Generation
                    Facility Gross Rev., 7 3/8% due 12/16/2018 ........................    NR/A-                 2,127,940
   336,813         Saint Paul, MN Science Museum Facilities Rev.
                    (Science Museum of Minnesota Project),
                    7 1/2% due 12/15/2001 .............................................   NR/AAA                   381,132
 5,000,000         Saint Paul Port Authority and the Housing &
                    Redevelopment Authority of the City
                    of St. Paul, MN (Rental Housing), 7% due 9/1/2022 .................   NR/CCC                 3,632,450
   765,000         Saint Paul Port Authority, MN Industrial
                    Development Rev. Series E, 9 1/8% due 10/1/2010 ...................   NR/CCC                   717,554
 4,125,000         Saint Paul Port Authority, MN Industrial
                    Development Rev. Series L, 7 1/2% due 12/1/2010 ...................   NR/CCC                 3,331,185
   685,000         Saint Paul Port Authority, MN Industrial
                    Development Rev. Series V, 10 1/4%
                    due 12/1/2013 .....................................................   NR/CCC                   664,450
   250,000         Saint Paul Port Authority, MN Industrial
                    Development Rev. Series H, 9 1/8% due 12/1/2014 ...................   NR/CCC                   233,115
 1,500,000         Saint Paul Port Authority, MN Industrial
                    Development Rev. Series I, 9 1/8% due 12/1/2014 ...................   NR/CCC                 1,398,690
   250,000         Saint Paul Port Authority, MN Industrial
                    Development Rev. Series L, 9 3/4% due 12/1/2014 ...................   NR/CCC                   244,540
   750,000         Saint Paul Port Authority, MN Industrial 
                    Development Rev. Series M, 7% due 12/1/2016 .......................   NR/CCC                   555,630
 2,250,000         Southern Minnesota Municipal Power Agency--
                    Power Supply System Rev.,
                    5 3/4% due 1/1/2018 ...............................................   A1/A+                  2,071,462
 1,500,000         Southern Minnesota Municipal Power Agency--
                    Power Supply System Rev.,
                    4 3/4% due 1/1/2016 ...............................................   A1/A+                  1,198,230
 5,000,000         University of Minnesota G.O.'s, 7 3/4% due
                    2/1/2010 ..........................................................  Aa/AAA                  5,296,800
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

30
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                          MINNESOTA SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>                <C>                                                                   <C>                 <C>
$3,500,000         Washington County, MN G.O.'s, 5.90% due
                    2/1/2010 ..........................................................   Aa/AA-              $  3,400,040
 3,000,000         Western Minnesota Municipal Power Agency--Power
                    Supply Rev., 7% due 1/1/2013 ......................................   A1/A                   3,146,970
 9,580,000         Western Minnesota Municipal Power Agency--Power
                    Supply Rev., 6 3/8% due 1/1/2016 ..................................  Aaa/AAA                 9,983,510
                                                                                                              ------------
Total Municipal Bonds (Cost $128,935,607)--98.1% ...........................................................   134,067,447
Variable Rate Demand Notes (Cost $700,000)--0.5% ...........................................................       700,000
Other Assets Less Liabilities--1.4% ........................................................................     1,871,383
                                                                                                              ------------
NET ASSETS--100.0% .........................................................................................  $136,638,830
                                                                                                              ============
</TABLE>
                                MISSOURI SERIES
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$2,000,000         Columbia, MO Water and Electric System Improvement
                    Rev., 6 1/8% due 10/1/2012 ........................................    A1/AA              $   1,946,860
   775,000         Franklin County, MO Reorganized School District
                    G.O.'s, 7.40% due 3/1/2005 ........................................   Aaa/AAA                   869,240
 1,500,000         Kansas City Metropolitan Community Colleges
                    Building Corp., MO Rev. (The Junior
                    College District of Metropolitan Kansas City), 7 3/4%
                    due 7/1/2006 ......................................................   Aaa/AAA                 1,596,150
 3,775,000         Kansas City, MO Water Rev., 6 1/4% due
                    12/1/2009 .........................................................    Aa/AA                  3,792,743
 1,685,000         Kansas City Municipal Assistance Corp., MO
                    Leasehold Improvement Rev. (H. Roe Bartle
                    Convention Center Project), Zero Coupon Bond due
                    4/15/2008 .........................................................   Aaa/AAA                   731,273
 2,875,000         Kansas City Municipal Assistance Corp., MO
                    Leasehold Improvement Rev. (H. Roe Bartle
                    Convention Center Project), Zero Coupon Bond due
                    4/15/2009 .........................................................   Aaa/AAA                 1,151,840
   925,000         Kansas City Municipal Assistance Corp., MO
                    Leasehold Improvement Rev. (H. Roe Bartle
                    Convention Center Project), Zero Coupon Bond due
                    4/15/2010 .........................................................   Aaa/AAA                   346,949
 1,250,000         Kansas City School District Building
                    Corporation, MO Leasehold Rev., 6 1/2% due 2/1/2008 ...............   Aaa/AAA                 1,289,575
 1,500,000         Kansas City School District Building
                    Corporation, MO Leasehold Rev.,
                    7.90% due 2/1/2008 ................................................   Aaa/AAA                 1,657,425
 1,000,000         Liberty, MO Waterworks Improvement Rev., 6.30%
                    due 10/1/2012 .....................................................   Aaa/AAA                 1,005,590
 2,000,000         Little Blue Valley, MO Sewer District Rev., 7
                    1/4% due 10/1/2007 ................................................   Aaa/AAA                 2,131,640
 1,000,000         Missouri School Boards Pooled Financing Program
                    Certificates of Participation,
                    7 3/8% due 3/1/2006 ...............................................   Aaa/AAA                 1,078,800
 2,000,000         Missouri School Boards Pooled Financing Program
                    Certificates of Participation,
                    7% due 3/1/2006 ...................................................   Aaa/AAA                 2,136,900
 1,000,000         Missouri State Environmental Improvement &
                    Energy Resources Authority Rev.
                    (State Revolving Fund Program), 6.55% due 7/1/2014 ................     Aa/NR                 1,001,990
 2,500,000         Missouri State Environmental Improvement & 
                    Energy Resources Authority Rev.
                    (Union Electric Company Project), 5.45% due 10/1/2028* ............     A1/AA-                2,077,425
 2,500,000         Missouri State Environmental Improvement &
                    Energy Resources Authority--Water
                    Pollution Control Rev. (State Revolving Fund Program),
                    5.40% due 7/1/2015 ................................................     Aa/NR                 2,168,325
 2,500,000         Missouri State Health & Educational Facilities
                    Authority Rev. (Lester E. Cox Medical
                    Centers Project), 5 1/4% due 6/1/2015 .............................    Aaa/AAA                2,147,100
 1,500,000         Missouri State Health & Educational Facilities
                    Authority Rev. (Sisters of Mercy Health
                    System, St. Louis, Inc.), 6 1/4% due 6/1/2015 .....................     Aa/AA                 1,436,970
 1,865,000         Missouri State Health & Educational Facilities
                    Authority Rev. (Jewish Hospital
                    of St. Louis Project), 7 1/4% due 7/1/2015 ........................    Aaa/AAA                1,998,124
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              31
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                          MISSOURI SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                                Moody's/S&P+              Value
- --------                                 ---------------                               --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$3,500,000         Missouri State Health & Educational Facilities
                    Authority Rev. (SSM Health Care),
                    6 1/4% due 6/1/2016 ...............................................    Aaa/AAA             $  3,438,470
 1,000,000         Missouri State Health & Educational Facilities
                    Authority Rev. (Sisters of Mercy Health
                    System, St. Louis, Inc.), 7 1/4% due 6/1/2019 .....................    Aaa/AA                 1,103,160
 1,000,000         Missouri State Health & Educational Facilities
                    Authority Rev. (Sisters of Mercy Health
                    System, St. Louis, Inc.), 5% due 6/1/2019 .........................     Aa/AA                   796,080
 2,500,000         Missouri State Health Facilities Rev. (Barnes-
                    Jewish, Inc./Christian Health Services),
                    5 1/4% due 5/15/2021 ..............................................     Aa/AA-                2,049,625
   230,000         Missouri State Housing Development Commission
                    (Single Family Residential
                    Mortgage Rev.), 8% due 8/1/2013 ...................................     NR/AAA                  234,920
   860,000         Missouri State Housing Development Commission
                    Housing Development Bonds
                    (Federally Insured Mortgage Loans), 6% due 10/15/2019 .............     Aa/AA+                  783,477
 1,500,000         St. Louis, MO Industrial Development Authority    
                    Pollution Control Rev. (Anheuser-Busch
                    Companies, Inc. Project), 6.65% due 5/1/2016 ......................     A1/AA-                1,613,220
 2,400,000         Southeast Missouri Correctional Facility Lease
                    Rev. (Missouri State Project),
                    5 3/4% due 10/15/2016 .............................................     Aa/AA                 2,195,808
 3,000,000         Springfield, MO Public Utility Rev., 5 1/4% due
                    3/1/2007 ..........................................................     Aa/AA                 2,836,110
 2,500,000         Springfield, MO Waterworks Rev., 5.60% due
                    5/1/2023 ..........................................................     Aa/A+                 2,218,075
 2,750,000         University of Missouri University Revenues
                    Refunding & Improvment Systems Facilities,
                    5 1/2% due 11/1/2023 ..............................................    Aa/AA+                 2,398,962
                                                                                                                -----------
Total Municipal Bonds (Cost $50,550,961)--94.8% .............................................................    50,232,826
Variable Rate Demand Notes (Cost $1,800,000)--3.4% ..........................................................     1,800,000
Other Assets Less Liabilities--1.8 ..........................................................................       938,286
                                                                                                                -----------
NET ASSETS--100.0% ..........................................................................................   $52,971,112
                                                                                                                ===========
</TABLE>
                                NEW YORK SERIES
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$2,000,000         Battery Park City Authority, NY Housing Rev.
                    (FHA Insured Mortgage Loan),
                    5.65% due 12/1/2013 ...............................................    NR/AAA              $ 1,812,940
   750,000         Erie County Industrial Development Agency, NY
                    Industrial Development Rev.
                    (Peter J. Schmitt Co., Project), 10 3/4% due 12/1/2014 ............    NR/NR                   785,348
 6,875,000         Metropolitan Transportation Authority, NY
                    (Commuter Facilities Rev.),
                    6 1/2% due 7/1/2024 ...............................................  Baa1/BBB+               6,689,100
 2,500,000         Municipal Assistance Corporation for the City
                    of New York, NY, 6.90% due 7/1/2007 ...............................   Aa/AA-                 2,655,875
 5,000,000         New York City Municipal Water Finance
                    Authority, NY Water & Sewer System Rev.,
                    5 1/2% due 6/15/2019 ..............................................    A/A-                  4,306,400
 4,000,000         New York City, NY G.O.'s, 6 1/2% due 8/1/2012 ......................  Baa1/A-                 3,925,120
 5,000,000         New York City, NY Health & Hospitals
                    Corporation Health System,
                    5 3/4% due 2/15/2022 ..............................................  Aaa/AAA                 4,481,800
 1,250,000         New York City, NY Trust for Cultural Resources
                    (The Museum of Modern Art),
                    5.40% due 1/1/2012 ................................................  Aaa/AAA                 1,132,525

</TABLE>
- --------------                                                                 
+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

32
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                          NEW YORK SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$1,750,000         New York State Dormitory Authority Rev.
                    (Columbia University), 4 3/4% due 7/1/2014 ........................  Aaa/AA+                $1,395,293
 3,500,000         New York State Dormitory Authority Rev.
                    (Rockefeller University), 7 3/8% due 7/1/2014 .....................  Aaa/AAA                 3,771,635
 5,000,000         New York State Dormitory Authority Rev.
                    (Fordham University), 5 3/4% due 7/1/2015 .........................  Aaa/AAA                 4,639,700
 3,540,000         New York State Dormitory Authority Rev.
                    (Colgate University), 6 1/2% due 7/1/2021 .........................  Aaa/AAA                 3,565,346
 5,000,000         New York State Dormitory Authority Rev.
                    (Skidmore College), 5 3/8% due 7/1/2023 ...........................  Aaa/AAA                 4,248,750
 4,500,000         New York State Energy Research & Development
                    Authority Electric Facilities Rev.
                    (Consolidated Edison Co. N.Y. Inc. Project), 7 1/2% due
                    1/1/2026* .........................................................   Aa3/A+                 4,776,435
 2,500,000         New York State Energy Research & Development
                    Authority Gas Facilities Rev.
                    (Brooklyn Union Gas), 6 3/4% due 2/1/2024* ........................  Aaa/AAA                 2,524,800
   750,000         New York State Housing Finance Agency Multi-
                    Family Housing Rev. (Secured Mortgage
                    Program), 6 1/4% due 8/15/2023 ....................................   Aa/NR                    711,630
 1,500,000         New York State Local Government Assistance
                    Corporation, 6 1/2% due 4/1/2020 ..................................    A/A                   1,490,730
 3,000,000         New York State Medical Care Facilities Finance
                    Agency Hospital and Nursing Home Rev.,
                    5 3/4% due 8/15/2019 ..............................................   NR/AAA                 2,696,910
 1,250,000         New York State Medical Care Facilities Finance
                    Agency Hospital and Nursing Home Rev.
                    (Long Island College Hospital), 8.10% due 2/15/2022 ...............   Aa/AA                  1,391,662
 4,000,000         New York State Medical Care Facilities Finance
                    Agency Rev. (The Hospital for Special
                    Surgery), 6 3/8% due 8/15/2024 ....................................   Aa/AA                  3,882,800
 2,000,000         New York State Mortgage Agency (Homeownership
                    Mortgage), 7 1/2% due 4/1/2016 ....................................   Aa/NR                  2,103,580
 5,000,000         New York State Power Authority General Purpose
                    Rev., 6 1/2% due 1/1/2019 .........................................   Aa/AA-                 5,013,100
 4,000,000         New York State Thruway Authority General Rev.,
                    5 3/4% due 1/1/2019 ...............................................   A1/A                   3,631,240
 4,000,000         New York State Thruway Authority Local Highway
                    and Bridge Service Contract Bonds,
                    7 1/4% due 1/1/2010 ............................................... Baa1/BBB                 4,199,160
 2,500,000         Niagara Falls, NY Bridge Commission Toll Bridge
                    System Rev., 5 1/4% due 10/1/2015 ................................. Aaa/AAA                  2,149,750
 2,250,000         Port Authority of New York and New Jersey
                    Consolidated Rev., 6 1/8% due 6/1/2094 ............................  A1/AA-                  2,120,153
 3,615,000         Triborough Bridge & Tunnel Authority, NY
                    General Purpose Rev., 5% due 1/1/2015 .............................  Aa/A+                   2,969,939
 6,000,000         United Nations Development Corporation, NY 
                    (A Public Benefit Corporation of the State 
                    of New York Senior Lien), 6% due 7/1/2026 .........................  A/NR                    5,538,000
                                                                                                               -----------
Total Municipal Bonds (Cost $91,155,927)--97.0% ...........................................................     88,609,721
Variable Rate Demand Notes (Cost $1,600,000)--1.7% ........................................................      1,600,000
Other Assets Less Liabilities--1.3% .......................................................................      1,180,343
                                                                                                               -----------
NET ASSETS--100.0% ........................................................................................    $91,390,064
                                                                                                               ===========
</TABLE>
                                  OHIO SERIES
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                   <C>                  <C>
$1,000,000         Alliance, OH Sewerage System Mortgage Rev., 
                    7 3/4% due 10/15/2010 ............................................. Aaa/AAA                 $1,099,900
 2,000,000         Barberton, OH Sewer System Mortgage Rev., 
                    6 5/8% due 12/1/2006 .............................................. Aaa/AAA                  2,102,340
 3,450,000         Big Walnut Local School District, OH School
                    Building Construction & Improvement
                    G.O.'s, 7.20% due 6/1/2007 ........................................ Aaa/AAA                  3,860,481
 1,675,000         Cincinnati, OH Student Loan Funding Corporation
                    Rev., 6.35% due 7/1/2005* ......................................... Aaa/NR                   1,695,217

</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              33
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                            OHIO SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$3,000,000         Clermont County, OH Hospital Facilities Rev.
                    (Mercy Health System), 5 7/8% due 1/1/2015 ........................  Aaa/AAA                $2,830,350
 2,000,000         Cleveland, OH Waterworks Improvement Rev., 
                    6% due 1/1/2017 ...................................................   A1/A+                  1,876,260
 2,250,000         Cleveland, OH Waterworks Improvement Rev., 
                    6 1/2% due 1/1/2021 ...............................................  Aaa/AAA                 2,421,607
 5,375,000         Columbus, OH G.O.'s, 6 1/2% due 1/1/2010 ...........................  Aa1/AA+                 5,486,585
 4,500,000         Columbus, OH Municipal Airport Authority Rev.
                    (Port Columbus International
                    Airport Project), 6% due 1/1/2020* ................................  Aaa/AAA                 4,237,965
 4,250,000         Dayton, OH James M. Cox Dayton International
                    Airport Rev., 8 1/4% due 1/1/2016 .................................  Aaa/AAA                 4,522,085
 3,000,000         Dayton, OH Water System Mortgage Rev., 6 3/4%
                    due 12/1/2010 .....................................................  Aaa/AAA                 3,149,940
 7,000,000         Erie County, OH Franciscan Services Corp. Rev.
                    (Providence Hospital Inc.),
                    6% due 1/1/2013 ...................................................   NR/A-                  6,357,400
 1,000,000         Euclid City School District, OH G.O.'s, 7.10%
                    due 12/1/2011 .....................................................   A/NR                   1,075,700
 7,750,000         Franklin County, OH G.O.'s, 5 3/8% due
                    12/1/2020 .........................................................  Aaa/AAA                 6,729,015
 7,500,000         Franklin County, OH Hospital Rev. (Riverside
                    United Methodist Hospital),
                    5 3/4% due 5/15/2020 ..............................................   Aa/NR                  6,682,500
 5,000,000         Hamilton County, OH Health Care System Rev.
                    (Sisters of Charity Health Care),
                    6 1/4% due 5/15/2014 ..............................................  Aaa/AAA                 4,927,300
 5,000,000         Hamilton County, OH Sewer System Rev. (The
                    Metropolitan Sewer District
                    of Greater Cincinnati), 7 1/2% due 12/1/2010 ......................  NR/AAA                  5,321,800
 8,000,000         Hamilton, OH Electric System Mortgage Rev., 6%
                    due 10/15/2023 ....................................................  Aaa/AAA                 7,712,480
 4,000,000         Hudson Local School District, OH G.O.'s, 7.10%
                    due 12/15/2013 ....................................................   A1/NR                  4,452,040
 1,095,000         Lake County, OH Hospital Improvement Rev. (Lake
                    Hospital System Inc.),
                    8% due 1/1/2013 ...................................................  Aaa/AAA                 1,179,063
 1,090,000         Lake County, OH Hospital Improvement Rev. (Lake
                    Hospital System Inc.),
                    8% due 1/1/2013 ...................................................  Aaa/AAA                 1,183,097
 8,000,000         Lucas County, OH Hospital Improvement Rev. (The
                    Toledo Hospital),
                    5% due 11/15/2010 .................................................  Aaa/AAA                 6,882,960
 3,000,000         Lucas County, OH Hospital Rev. (Riverside
                    Hospital Project), 7 5/8% due 6/1/2015  Baa1/BBB+3,117,750
 1,000,000         Montgomery County, OH Rev. (Sisters of Charity
                    Health Care Systems, Inc.),
                    6 5/8% due 5/15/2021 ..............................................  Aaa/AAA                 1,019,940
 2,090,000         Mount Vernon, OH Hospital Rev. (Knox Community
                    Hospital), 7 1/2% due 6/1/1996 ....................................   NR/NR                  2,148,938
 5,000,000         Mount Vernon, OH Hospital Rev. (Knox Community
                    Hospital), 7 7/8% due 6/1/2012 ....................................   NR/NR                  5,279,750
 1,490,000         Napoleon, OH Health Care Facility Rev.
                    (Lutheran Orphans & Old Folks' Home Society),
                    10.70% due 7/15/2015 ..............................................   NR/NR                  1,667,817
 1,500,000         Northeast Ohio Regional Sewer District
                    Wastewater Improvement Rev.,
                    6 1/2% due 11/15/2016 .............................................  Aaa/AAA                 1,521,480
 5,000,000         Ohio Air Quality Development Authority
                    Pollution Control Rev. (Ohio Edison
                    Company Project), 7.45% due 3/1/2016 ..............................  Aaa/AAA                 5,449,700
 2,000,000         Ohio Air Quality Development Authority Rev.
                    (Cincinnati Gas & Electric
                    Company Project), 5.45% due 1/1/2024 ..............................  Aaa/AAA                 1,703,420
 6,500,000         Ohio Air Quality Development Authority Rev.
                    (JMG Project), 6 3/8% due 1/1/2029* ...............................  Aaa/AAA                 6,288,750
 6,500,000         Ohio State Building Authority (State
                    Correctional Facilities), 7.35% due 8/1/2006 ......................   NR/NR                  7,212,205
 2,000,000         Ohio State Building Authority Workers'
                    Compensation Facilities
                    (William Green Building), 4 3/4% due 4/1/2014 .....................    A/A+                  1,577,000
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

34
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                            OHIO SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$3,000,000         Ohio State G.O.'s Infrastructure Improvement, 
                    6 1/2% due 8/1/2011 ...............................................    Aa/AA              $  3,074,550
 1,500,000         Ohio State Higher Educational Facilities
                    Commission Mortgage Rev.
                    (University of Dayton Project), 7 1/4% due 12/1/2012 ..............   Aaa/AAA                1,617,780
 3,000,000         Ohio State Higher Educational Facilities
                    Commission Rev. (Oberlin College Project),
                    5 3/8% due 10/1/2015 ..............................................    NR/AA                 2,619,270
 2,000,000         Ohio State Liquor Profits Rev., 6.85% due
                    3/1/2000 ..........................................................   Aaa/AAA                2,149,100
 1,000,000         Ohio State Pollution Control Rev. (The Standard
                    Oil Company Project),
                    6 3/4% due 12/1/2015 ..............................................    A1/AA-                1,038,970
 7,000,000         Ohio State Public Facilities Commission Rev.
                    (Higher Education Capital Facilities),
                    6.30% due 5/1/2006 ................................................   Aaa/AAA                7,224,070
 2,000,000         Ohio State Water Development Authority Rev.
                    (Safe Water), 6 3/4% due 12/1/2007 ................................   Aaa/AAA                2,078,760
 2,775,000         Ohio State Water Development Authority Rev.
                    (Safe Water), 9 3/8% due 12/1/2010 ................................   Aaa/AAA                3,397,294
 6,500,000         Ohio State Water Development Authority Water
                    Development Rev. (Dayton Power &
                    Light Co. Project), 6.40% due 8/15/2027 ...........................    A1/AA-                6,283,355
 2,955,000         Pickerington Local School District, OH School
                    Building Construction G.O.'s,
                    8% due 12/1/2005 ..................................................   Aaa/AAA                3,446,476
 1,000,000         Puerto Rico Industrial, Medical and
                    Environmental Pollution Control Facilities Financing
                    Authority Rev. (American Cyanamid Co. Project), 8 3/4%
                    due 5/1/2013 ......................................................    A3/NR                 1,029,120
 2,000,000         Puerto Rico Ports Authority Rev., 6% due
                    7/1/2021* .........................................................   Aaa/AAA                1,920,140
 2,000,000         Toledo, OH Sewer System Rev., 7 3/4% due
                    11/15/2017 ........................................................   Aaa/AAA                2,221,820
 1,000,000         Toledo, OH Waterworks Rev., 7 3/4% due
                    11/15/2017 ........................................................   Aaa/AAA                1,110,910
 3,000,000         University of Toledo, OH General Receipts
                    Bonds, 7.10% due 6/1/2010 .........................................   Aaa/AAA                3,318,210
 1,590,000         Westerville, OH City School District School
                    Improvement G.O.'s, 6 1/4% due 12/1/2008 ..........................     A/A+                 1,625,886
 2,000,000         Worthington City School District, OH School
                    Building Construction & Improvement
                    G.O.'s, 8 3/4% due 12/1/2002 ......................................   Aaa/AAA                2,329,920
                                                                                                               -----------
Total Municipal Bonds (Cost $166,468,429)--98.5% ..........................................................    169,258,466
Variable Rate Demand Notes (Cost $100,000)--0.1% ..........................................................        100,000
Other Assets Less Liabilities--1.4% .......................................................................      2,435,069
                                                                                                               -----------
NET ASSETS--100.0% ........................................................................................   $171,793,535
                                                                                                               ===========

</TABLE>
                                 OREGON SERIES
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$1,000,000         Albany, OR G.O.'s Water Bonds, 6 5/8% due
                    11/1/2009 .........................................................   Aaa/AAA             $1,016,950
 1,000,000         Clackamas County, OR Hospital Facility
                    Authority Rev. (Kaiser Permanente),
                    6 1/4% due 4/1/2021 ...............................................   Aa2/AA                 935,160
 1,250,000         Clackamas County, OR  School District No. 12
                    G.O.'s (North Clackamas School
                    District), 5% due 6/1/2011 ........................................     A/A+               1,087,150
 1,500,000         Clackamas & Washington Counties, OR School
                    District No. 3JT G.O.'s
                    (West Linn-Wilsonville), 5 7/8% due 8/1/2009 ......................    A1/AA-              1,478,700
   850,000         Columbia River People's Utility District, OR
                    G.O.'s, 7.10% due 5/1/2005 ........................................   Aaa/AAA                878,526
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              35
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                           OREGON SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$1,000,000         Deschutes County Hospital Facility Authority,
                    OR (St. Charles Medical Center),
                    7.60% due 1/1/2013 ................................................    A1/NR$           $  1,069,290
   400,000         Emerald People's Utility District, OR Electric
                    System Rev., 7.20% due 11/1/2006 ..................................   Aaa/AAA                418,192
 2,000,000         Eugene, OR Electric Utility Rev., 5.80% due
                    8/1/2022 ..........................................................   Aaa/AAA              1,876,740
 1,500,000         Eugene, OR Trojan Nuclear Project Rev., 5.90%
                    due 9/1/2009 ......................................................    Aa/AA               1,477,995
   730,000         Eugene, OR Water Utility System Rev., 6.55% due
                    8/1/2003 ..........................................................    A1/AA-                756,747
 2,000,000         Hillsboro, OR Hospital Facility Authority
                    Hospital Rev. (Quality Healthcare),
                    5 3/4% due 10/1/2012 ..............................................    NR/BBB+             1,808,760
 1,000,000         Hood River County School District, OR G.O.'s,
                    5.65% due 6/1/2008 ................................................   Aaa/AAA                970,270
 1,245,000         Lebanon, OR G.O.'s Water Bonds, 7% due
                    11/1/2009 .........................................................    NR/NR               1,269,526
   900,000         Marion County, OR Solid Waste and Electric Rev.
                    (Ogden Martin Systems of Marion, Inc.
                    Project), 7.70% due 10/1/2009 .....................................   Aaa/AAA                960,813
 1,000,000         Metropolitan Service District, OR G.O.'s
                    (Oregon Convention Center),
                    6 1/4% due 1/1/2013 ...............................................    Aa/AA+              1,007,100
 1,250,000         Multnomah County School District No. 1J, OR
                    G.O.'s, 6.80% due 12/15/2004 ......................................    Aa/AA-              1,306,575
 1,000,000         North Clackamas Parks & Recreation District-
                    Clackamas County, OR Rev.
                    (Recreational Facilities), 5.70% due 4/1/2013 .....................     NR/A-                942,250
 2,000,000         North Wasco County People's Utility District-
                    Wasco County, OR Rev.
                    (Bonneville Power Administration), 5.20% due 12/1/2024 ............    Aa/AA               1,660,140
 2,500,000         Ontario, OR Hospital Facility Authority Health
                    Facilities Rev. Catholic Health Corporation
                    (Dominican Sisters of Ontario Inc., dba Holy Rosary
                    Hospital Project), 7% due 6/1/2012 ................................    A1/A+               2,619,400
   750,000         Ontario, OR Hospital Facility Authority Health
                    Facilities Rev. Catholic Health
                    Corporation (Dominican Sisters of Ontario Inc., dba Holy
                    Rosary Medical
                    Center Project), 6.10% due 11/15/2017 .............................    A1/A+                 685,913
 1,000,000         Oregon Department of Transportation Regional
                    Light Rail Extension Rev.,
                    6.20% due 6/1/2008 ................................................   Aaa/AAA              1,020,720
   925,000         Oregon Housing Agency Mortgage Rev. (Single
                    Family Mortgage Program),
                    7 3/8% due 7/1/2020* ..............................................   Aa1/NR                 943,629
 2,000,000         Oregon Housing & Community Services Department
                    Housing & Finance Rev.
                    (Assisted or Insured Multi-Unit Program), 5 3/4% due
                    7/1/2012 ..........................................................    A1/A+               1,879,140
   955,000         Oregon Housing & Community Services Department
                    Mortgage Rev. (Single Family
                    Mortgage Program), 5.65% due 7/1/2019* ............................    Aa/NR                 828,300
   945,000         Oregon Housing & Community Services Department
                    Mortgage Rev. (Single Family
                    Mortgage Program), 7% due 7/1/2022* ...............................    Aa1/NR                960,914
 2,785,000         Oregon State Fair & Exposition Center Rev., 7
                    3/8% due 10/1/2006 ................................................    NR/NR               2,897,319
   500,000         Oregon State G.O.'s (Veterans' Welfare), 9% due
                    10/1/2006 .........................................................    Aa/AA-                645,605
   475,000         Oregon State G.O.'s (Veterans' Welfare), 7.30%
                    due 7/1/2008 ......................................................    Aa/AA-                538,194
   500,000         Oregon State G.O.'s (Alternate Energy Project),
                    8.40% due 1/1/2008 ................................................    Aa/AA-                566,760
   250,000         Oregon State G.O.'s (Elderly & Disabled Housing),
                    7.20% due 8/1/2021 ................................................    Aa/AA-                261,800
 1,000,000         Oregon State G.O.'s (Elderly & Disabled
                    Housing), 6.60% due 8/1/2022* .....................................    Aa/AA-              1,004,170
   750,000         Oregon State Housing Educational & Cultural
                    Facilities Authority Rev. (Lewis & Clark
                    College Project), 7 1/8% due 7/1/2020 .............................   Aaa/AAA                831,278
   500,000         Port of Portland, OR International Airport Rev.,
                    6 1/4% due 7/1/2018* ..............................................   Aaa/AAA                497,490
 1,000,000         Port of Portland, OR International Airport
                    Rev., 7.10% due 7/1/2021* .........................................   Aaa/AAA              1,062,830
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

36
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                           OREGON SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$1,000,000         Port of Umpqua, OR Pollution Control Rev.
                    (International Paper Co. Project),
                    6.60% due 3/15/2005 ...............................................    A3/A-             $ 1,040,570
 1,000,000         Portland, OR G.O.'s Water Bonds, 6% due
                    11/1/1999 .........................................................   NR/NR                1,002,250
 1,000,000         Portland, OR G.O.'s Water Bonds, 6.30% due
                    11/1/2005 .........................................................   NR/NR                1,002,490
 1,250,000         Portland, OR Hospital Facilities Authority Rev.
                    (Legacy Health System),
                    6 5/8% due 5/1/2011 ...............................................  Aaa/AAA               1,289,063
 3,000,000         Portland, OR Sewer System Rev., 6% due
                    10/1/2012 .........................................................  Aaa/AAA               2,941,770
 1,200,000         Portland, OR Sewer System Rev., 6 1/4% due
                    6/1/2015 ..........................................................   A1/A+                1,182,084
 1,000,000         Portland, OR Urban Renewal & Redevelopment Rev.
                    (Downtown Waterfront),
                    6.40% due 6/1/2008 ................................................   A/NR                 1,010,130
 2,500,000         Puerto Rico Highway & Transportation Authority
                    Highway Rev., 5 1/2% due 7/1/2019 .................................  Baa1/A                2,144,900
 1,000,000         Puerto Rico Housing Finance Corp. (Single
                    Family Mortgage Rev.),
                    6.85% due 10/15/2023 ..............................................  Aaa/AAA               1,011,340
 1,000,000         Puerto Rico Ports Authority Rev., 7% due
                    7/1/2014* .........................................................  Aaa/AAA               1,059,530
 1,000,000         Puerto Rico Telephone Authority Rev., 5 1/2%
                    due 1/1/2013 ......................................................    A/A+                  894,880
 1,000,000         Tri-County Metropolitan Transportation District
                    of Oregon G.O.'s (Light Rail Extension),
                    6% due 7/1/2012 ...................................................   Aa/AA+                 977,480
 1,110,000         Tualatin Development Commission, OR (Urban
                    Renewal & Redevelopment), 
                    7 3/8% due 1/1/2007 ...............................................  Baa1/NR               1,156,198
 2,000,000         Unified Sewerage Agency Washington County, OR
                    Sewer Rev., 6 1/8% due 10/1/2012 ..................................  Aaa/AAA               1,985,960
 1,000,000         Washington County School District No. 88J, OR
                    G.O.'s., 6.10% due 6/1/2012 .......................................  Aaa/AAA                 993,480
 1,000,000         Washington County School District No. 23JT
                    Washington & Clackamas Counties,
                    OR G.O.'s., 6.70% due 1/1/2010 ....................................   A1/NR                1,067,590
                                                                                                             -----------
Total Municipal Bonds (Cost $58,853,021)--97.0% .........................................................     58,924,061
Other Assets Less Liabilities--3.0% .....................................................................      1,803,387
                                                                                                             -----------
NET ASSETS--100.0% ......................................................................................    $60,727,448
                                                                                                             ===========

</TABLE>
                             SOUTH CAROLINA SERIES
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$1,125,000         Anderson County, SC G.O.'s, 7 3/4% due 4/1/2009 ....................   NR/A                $ 1,232,629
 2,500,000         Anderson County, SC Hospital Rev. (Anderson
                    Memorial Hospital), 5 1/4% due 2/1/2012 ...........................   Aaa/AAA               2,175,225
 1,000,000         Anderson County, SC Hospital Rev. (Anderson
                    Memorial Hospital), 7 1/2% due 2/1/2018 ...........................   Aaa/AAA               1,093,130
 1,500,000         Beaufort-Jasper Water & Sewer Authority, SC
                    Waterworks & Sewer System Rev.,
                    6 1/2% due 3/1/2013 ...............................................   Aaa/AAA               1,511,445
 3,800,000         Berkeley County, SC Water & Sewer Rev., 5.55%
                    due 6/1/2016 ......................................................   Aaa/AAA               3,395,186
 3,000,000         Charleston County, SC Airport District System
                    Rev., 4 3/4% due 7/1/2015 .........................................   Aaa/AAA               2,354,550
 1,750,000         Charleston County, SC Hospital Facilities Rev.
                    (Medical Society Health Project),
                    5 1/2% due 10/1/2019 ..............................................   Aaa/AAA               1,494,973
   745,000         Charleston County, SC Public Facilities Corp.
                    Certificates of Participation,
                    7.15% due 2/1/2004 ................................................    A1/A                   795,116
</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

                                                                              37
<PAGE>
================================================================================
Portfolios of Investments (continued)
- --------------------------------------------------------------------------------

                       SOUTH CAROLINA SERIES (continued)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                                  Municipal Bonds                               Moody's/S&P+              Value
- --------                                 ---------------                              --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$  770,000         Charleston County, SC Public Facilities Corp.
                    Certificates of Participation,
                    7.15% due 8/1/2004 ................................................    A1/A              $    821,798
   800,000         Charleston County, SC Public Facilities Corp.
                    Certificates of Participation,
                    7.20% due 2/1/2005 ................................................    A1/A                   851,088
   750,000         Charleston, SC Waterworks & Sewer System Rev., 
                    7 3/4% due 1/1/2011 ...............................................   Aaa/AAA                 824,130
 2,500,000         Charleston, SC Waterworks & Sewer System Rev.,
                    6% due 1/1/2012 ...................................................    A1/AA-               2,421,450
 1,500,000         Clemson University, SC Student & Faculty
                    Housing Rev., 6.65% due 6/1/2011 ..................................   Aaa/AAA               1,532,955
 1,000,000         Clinton, SC Utility System Rev., 7.20% due
                    6/1/2011 ..........................................................    A/NR                 1,057,070
   800,000            Columbia, SC G.O.'s., 6 1/2% due 2/1/2010 .......................    Aa/AA                  819,008
 1,150,000         Columbia, SC Parking Facilities Rev., 6 3/4%
                    due 12/1/2013 .....................................................   Baa1/A-               1,197,265
 2,000,000         Columbia, SC Waterworks & Sewer System Rev., 
                    6 1/2% due 1/1/2012 ...............................................   Aaa/AA                2,116,080
   500,000         Columbia, SC Waterworks & Sewer System Rev.,
                    7.10% due 2/1/2012 ................................................   Aaa/AA                  554,755
 6,000,000         Darlington County , SC Industrial Development
                    Rev. (Nucor Corporation Project),
                    5 3/4% due 8/1/2023* ..............................................    A1/AA-               5,296,440
 1,500,000         Dorchester County School District No. 002, SC
                    G.O.'s, 6.65% due 7/1/2010 ........................................   Aaa/AAA               1,544,100
 2,500,000         Fairfield County, SC Pollution Control Rev.
                    (South Carolina Electric & Gas Company),
                    6 1/2% due 9/1/2014 ...............................................    A1/A                 2,491,500
 1,000,000         Florence County, SC Hospital Rev. (McLeod
                    Regional Medical Center Project),
                    5 1/4% due 11/1/2009 ..............................................   Aaa/AAA                 889,700
 1,000,000         Georgetown County, SC Pollution Control
                    Facilities Rev. (International Paper Company),
                    7 3/8% due 6/15/2005 ..............................................    A3/A-                1,041,040
 1,500,000         Grand Strand Water & Sewer Authority, SC
                    Waterworks and Sewer System Rev.,
                    7% due 6/1/2019 ...................................................   Aaa/AAA               1,616,940
 2,000,000         Greenville County, SC Certificates of
                    Participation Greenville County Public Facilities
                    Corporation (Detention Center Facilities Project), 
                    6 1/4% due 3/1/2012 ...............................................   Aaa/AAA               1,985,180
 3,000,000         Greenville Hospital System, SC Hospital
                    Facilities Rev., 5 1/2% due 5/1/2016 ..............................    NR/AA-               2,576,730
 1,250,000         Greenville Hospital System, SC Hospital
                    Facilities Rev., 6% due 5/1/2020 ..................................    NR/AA-               1,119,025
 3,000,000         Greenwood County, SC Hospital Facilities Rev.
                    (Self Memorial Hospital),
                    5 7/8% due 10/1/2017 ..............................................   Aaa/AAA               2,754,330
 2,425,000         Lancaster County, SC School District G.O.'s,
                    6.60% due 7/1/2011 ................................................   Aaa/AAA               2,516,471
 2,600,000         Lancaster County, SC School District G.O.'s,
                    6.60% due 7/1/2012 ................................................   Aaa/AAA               2,686,476
 2,000,000         Lancaster County, SC Waterworks & Sewer System
                    Rev., 5 1/4% due 5/1/2021 .........................................   Aaa/AAA               1,661,380
 2,000,000         Laurens County, SC Combined Utility System
                    Rev., 5% due 1/1/2018 .............................................   Aaa/AAA               1,616,960
 1,650,000         Laurens County, SC Combined Utility System
                    Rev., 7 5/8% due 1/1/2018 .........................................   Aaa/AAA               1,825,857
   500,000         Laurens County, SC Health Care System, 7.80% due
                    1/1/2008 ..........................................................   Aaa/AAA                 550,165
 1,000,000         Lexington County School District No. 001, SC
                    Certificates of Participation (Red Bank/
                    White Knoll Elementary Project), 7.10% due 9/1/2011 ...............   Aaa/AAA               1,065,820
 1,000,000         Medical University South Carolina Hospital
                    Facilities Rev., 5.60% due 7/1/2011 ...............................   Aaa/AAA                 926,130
 3,000,000         Mount Pleasant, SC Water & Sewer Rev., 6% due
                    12/1/2020 .........................................................   Aaa/AAA               2,870,190
 1,725,000         Myrtle Beach, SC Water & Sewer Rev., 6 7/8% due
                    3/1/2005 ..........................................................   Aaa/AAA               1,772,679
 2,000,000         Myrtle Beach, SC Waterworks & Sewer System
                    Rev., 5 1/4% due 3/1/2020 .........................................   Aaa/AAA               1,658,640
 1,430,000         North Charleston Sewer District, SC G.O.'s, 
                    5 1/2% due 1/1/2006 ...............................................    A/AA                 1,384,440
 1,500,000         North Charleston Sewer District, SC Rev., 
                    6 3/8% due 7/1/2012 ...............................................   Aaa/AAA               1,514,910

</TABLE>
- --------------                                                                 
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.

38
<PAGE>
================================================================================
                                                              September 30, 1994
- --------------------------------------------------------------------------------

                       SOUTH CAROLINA SERIES (CONTINUED)
<TABLE>
<CAPTION>
  Face                                                                                   Ratings                Market
 Amount                        Municipal Bonds                                         Moody's/S&P+              Value
- --------                       ----------------                                       --------------         -------------
<S>               <C>                                                                    <C>                 <C>
$1,500,000         North Charleston Sewer District, SC Rev., 
                    7 3/4% due 8/1/2018 ...............................................   Aaa/AAA$           $  1,667,595
 5,000,000         Oconee County, SC Pollution Control Facilities
                    Rev. (Duke Power Co. Project),
                    5.80% due 4/1/2014 ................................................   Aa2/AA-               4,616,100
 2,000,000         Oconee County, SC Pollution Control Facilities
                    Rev. (Duke Power Co. Project),
                    7 1/2% due 2/1/2017 ...............................................   Aa2/AA-               2,152,120
 1,250,000         Piedmont Municipal Power Agency, SC Electric
                    Rev., 6 1/4% due 1/1/2021 .........................................   Aaa/AAA               1,207,663
 4,000,000         Piedmont Municipal Power Agency, SC Electric
                    Rev., 6.30% due 1/1/2022 ..........................................   Aaa/AAA               3,829,160
 4,000,000         Puerto Rico Highway & Transportation Authority
                    Highway Rev., 5 1/2% due 7/1/2019 .................................    Baa1/A               3,431,840
    75,000         Puerto Rico Housing Finance Corporation (Single
                    Family Mortgage-Portfolio One),
                    7.80% due 10/15/2021 ..............................................   Aaa/AAA                  77,309
 1,000,000         Puerto Rico Telephone Authority Rev., 5 1/2%
                    due 1/1/2022 ......................................................     A/A+                  863,860
 2,000,000         Richland County, SC Solid Waste Disposal
                    Facilities Rev. (Union Camp Corp. Project),
                    7.45% due 4/1/2021* ...............................................     A1/A-               2,109,280
 1,000,000         Richland County, SC Solid Waste Disposal
                    Facilities Rev. (Union Camp Corp. Project),
                    7 1/8% due 9/1/2021* ..............................................     A1/A-               1,036,940
 1,000,000         Rock Hill, SC Combined Utilities System Rev.,
                    8% due 1/1/2018 ...................................................   Aaa/AAA               1,105,940
 5,000,000         Rock Hill, SC Combined Utilities System Rev.,
                    5% due 1/1/2020 ...................................................   Aaa/AAA               4,001,750
 1,000,000         St. Andrews, SC Public Service District Sewer
                    Systems Rev., 7 3/4% due 1/1/2018 .................................   Aaa/AAA               1,089,750
 1,250,000         South Carolina Public Service Authority Rev.
                    (Santee Cooper), 5 1/2% due 7/1/2021 ..............................   Aaa/AAA               1,076,787
 1,000,000         South Carolina Public Service Authority
                    Electric Rev. & Electric System Expansion,
                    8% due 7/1/2019 ...................................................    AAA/AA-              1,084,570
 1,000,000         South Carolina Public Service Authority
                    Electric Rev. & Electric System Expansion
                    (Santee Cooper), 6.90% due 7/1/2021 ...............................    A1/AA-               1,024,680
 4,000,000         South Carolina State G.O.'s, 4 1/4% due
                    3/1/2009 ..........................................................    Aaa/AA+              3,201,040
 1,740,000         South Carolina State Housing Authority (Single
                    Family Mortgage Purchase),
                    6.70% due 7/1/2010 ................................................    Aaa/AA               1,779,950
   500,000         South Carolina State Housing Finance &
                    Development Authority (Homeownership
                    Mortgage), 7.55% due 7/1/2011 .....................................     Aa/AA                 505,670
 2,450,000         South Carolina State Housing Finance &
                    Development Authority Rental Housing Rev.
                    (North Bluff Project), 5.60% due 7/1/2016 .........................     NR/AA               2,166,314
 1,000,000         South Carolina State Housing Finance &
                    Development Authority (Multi-Family
                    Development Rev.), 6 7/8% due 11/15/2023 ..........................    Aaa/NR               1,013,560
   500,000           Spartanburg County, SC Certificates of
                    Participation (Spartanburg County Administrative
                    Building Project), 7.80% due 8/1/2008 .............................   Aaa/AAA                 523,310
 1,500,000         Sumter, SC Waterworks & Sewer System Rev.,
                    7.15% due 6/1/2009 ................................................   Aaa/AAA               1,638,045
 2,000,000         Western Carolina Regional Sewer Authority, SC
                    Sewer System Rev., 5 1/2% due 3/1/2010 ............................   Aaa/AAA               1,854,620
 1,080,000         Winnsboro, SC Combined Utility System Rev.,
                    6.90% due 7/1/2017 ................................................   Aaa/AAA               1,177,578
 1,000,000         York County Public Facilities Corporation, SC
                    Certificates of Participation (York County
                    Justice Center Project), 7 1/2% due 6/1/2011 ......................    Aaa/NR               1,131,420
                                                                                                             ------------
Total Municipal Bonds (Cost $116,412,015)--98.6% .........................................................    114,979,807
Other Assets Less Liabilities--1.4% ......................................................................      1,631,695
                                                                                                             ------------
NET ASSETS--100.0% .......................................................................................   $116,611,502
                                                                                                             ============

</TABLE>
- --------------                                                                
*    Interest income earned from this security is subject to the federal
     alternative minimum tax.

+    Ratings have not been audited by Deloitte & Touche LLP.

See notes to financial statements.
                                                                              39
<PAGE>




================================================================================
Statements of Assets and Liabilities
September 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                 National     Colorado      Georgia     Louisiana     Maryland
                                  Series       Series        Series       Series       Series
                              ------------  -----------   -----------  -----------  -----------
<S>                           <C>           <C>           <C>          <C>          <C>        
Assets:
Investments, at value
(see portfolios 
 of investments):
  Long-term holdings ......   $109,595,706  $57,177,725   $60,900,198  $60,886,023  $56,542,141
  Short-term holdings .....      1,000,000      700,000       400,000      300,000           --
                              ------------  -----------   -----------  -----------  -----------
                               110,595,706   57,877,725    61,300,198   61,186,023   56,542,141
Cash ......................         48,470      138,280       115,731      114,092      162,735
Interest receivable .......      1,958,373    1,254,000     1,189,288    1,111,986    1,193,543
Receivable for Capital
  Stock sold ..............         73,487       62,091        71,338        5,310       23,846
Expenses prepaid to
  shareholder service 
  agent ...................         17,449        7,741        11,305       10,568       11,059
Receivable for 
  securities sold .........             --       10,067            --       30,000           --
Other .....................         18,940        6,436         8,594        9,987        9,129
                              ------------  -----------   -----------  -----------  -----------
Total Assets ..............    112,712,425   59,356,340    62,696,454   62,467,966   57,942,453
                              ------------  -----------   -----------  -----------  -----------
Liabilities:
Payable for Capital
  Stock repurchased .......        573,409      892,119       196,232      139,884       80,536
Dividends payable .........        209,562      103,103       104,071      108,950       99,441
Deferred directors' 
  fees payable ............         13,546        7,755         7,142        8,600        8,600
Accrued expenses, 
  taxes, and other ........         95,592       60,088        73,803       64,716       66,349
                              ------------  -----------   -----------  -----------  -----------
Total Liabilities .........        892,109    1,063,065       381,248      322,150      254,926
                              ------------  -----------   -----------  -----------  -----------
Net Assets ................   $111,820,316  $58,293,275   $62,315,206  $62,145,816  $57,687,527
                              ============  ===========   ===========  ===========  ===========

Composition of Net Assets:
Capital Stock, at par:
  Class A .................         15,512        8,203         8,218        7,736        7,422
  Class D .................             62           14           113           89           55
Additional paid-in
  capital .................    121,216,854   58,814,758    63,620,578   61,277,968   57,324,454
Accumulated net realized
  gain (loss) and
  distributions in excess
  of net realized gain ....       (151,539)    (586,888)      836,326    1,082,390      984,542
Net unrealized 
  appreciation
  (depreciation) 
  of investments ..........     (9,260,573)      57,188    (2,150,029)    (222,367)    (628,946)
                              ------------  -----------   -----------  -----------  -----------
Net Assets ................   $111,820,316  $58,293,275   $62,315,206  $62,145,816  $57,687,527
                              ============  ===========   ===========  ===========  ===========

Net Assets:
  Class A .................   $111,374,406  $58,197,246   $61,466,115  $61,441,467  $57,263,265
  Class D .................   $    445,910  $    96,029   $   849,091  $   704,349  $   424,262

Shares of Capital Stock
  outstanding ($.001 
  par value):
  Class A .................     15,511,716    8,203,444     8,217,943    7,736,215    7,422,463
  Class D .................         62,120       13,541       113,428       88,734       54,947

Net Asset Value per share:
  Class A .................          $7.18        $7.09        $7.48         $7.94        $7.71
  Class D .................          $7.18        $7.09        $7.49         $7.94        $7.72


</TABLE>



================================================================================
Statements of Assets and Liabilities (continued)
September 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                              Massachusetts   Michigan     Minnesota     Missouri
                                  Series       Series        Series       Series
                               ------------ ------------  ------------  -----------
<S>                           <C>          <C>           <C>           <C>        
Assets:
Investments, at value
(see portfolios
 of investments):
  Long-term holdings ......   $117,985,543 $148,542,731  $134,067,447  $50,232,826
  Short-term holdings .....      1,100,000      400,000       700,000    1,800,000
                              ------------ ------------  ------------  -----------
                               119,085,543  148,942,731   134,767,447   52,032,826
Cash ......................        147,190      142,058       117,418      116,190
Interest receivable .......      2,401,690    3,153,377     2,221,449      989,941
Receivable for Capital
  Stock sold ..............        180,908      123,995       110,526           --
Expenses prepaid to
  shareholder service
  agent ...................         22,487       25,928        22,241        7,250
Receivable for
  securities sold .........             --           --            --       35,467
Other .....................         20,690       25,941        18,890        5,464
                              ------------ ------------  ------------  -----------
Total Assets ..............    121,858,508  152,414,030   137,257,971   53,187,138
                              ------------ ------------  ------------  -----------
Liabilities:
Payable for Capital 
  Stock repurchased .......        259,861      234,773       225,798       63,552
Dividends payable .........        229,313      266,256       261,679       92,606
Deferred directors'
  fees payable ............         11,199       10,746        11,199        7,755
Accrued expenses,
  taxes, and other ........        109,493      136,699       120,465       52,113
                              ------------ ------------  ------------  -----------
Total Liabilities .........        609,866      648,474       619,141      216,026
                              ------------ ------------  ------------  -----------
Net Assets ................   $121,248,642 $151,765,556  $136,638,830  $52,971,112
                              ============ ============  ============  ===========

Composition of Net Assets:
Capital Stock, at par:
  Class A .................         15,688       18,249        17,479        7,098
  Class D .................            144           81           213           47
Additional paid-in
  capital .................    120,174,716  147,669,458   131,247,295   52,794,520
Accumulated net realized 
  gain (loss) and 
  distributions in excess 
  of net realized gain ....        483,906      762,009       242,003      487,582
Net unrealized 
  appreciation
  (depreciation) 
  of investments ..........        574,188    3,315,759     5,131,840     (318,135)
                              ------------ ------------  ------------  -----------
Net Assets ................   $121,248,642 $151,765,556  $136,638,830  $52,971,112
                              ============ ============  ============  ===========

Net Assets:
  Class A .................   $120,149,321 $151,094,898  $134,990,212  $52,620,826
  Class D .................   $  1,099,321 $    670,658  $  1,648,618  $   350,286

Shares of Capital Stock
  outstanding ($.001
  par value):
  Class A .................     15,688,118   18,248,789    17,479,163    7,098,456
  Class D .................        143,554       80,968       213,396       47,246

Net Asset Value per share:
  Class A .................          $7.66        $8.28        $7.72         $7.41
  Class D .................          $7.66        $8.28        $7.73         $7.41

</TABLE>



================================================================================
Statements of Assets and Liabilities (continued)
September 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                          South
                                 New York      Ohio          Oregon     Carolina
                                  Series      Series         Series      Series
                               ----------- ------------   ----------- ------------
<S>                           <C>         <C>            <C>         <C>         
Assets:
Investments, at value
(see portfolios
 of investments):
  Long-term holdings ......    $88,609,721 $169,258,466   $58,924,061 $114,979,807
  Short-term holdings .....      1,600,000      100,000            --           --
                               ----------- ------------   ----------- ------------
                                90,209,721  169,358,466    58,924,061  114,979,807
Cash ......................        106,185      110,373       675,723      113,594
Interest receivable .......      1,482,444    3,307,961     1,265,037    1,944,665
Receivable for Capital
  Stock sold ..............         12,676       68,574        88,013      294,353
Expenses prepaid to
  shareholder service 
  agent ...................         14,008       31,949         9,953       17,695
Receivable for 
  securities sold .........             --           --            --           --
Other .....................         11,576       28,861         6,956       11,778
                              ------------ ------------  ------------  -----------
Total Assets ..............     91,836,610  172,906,184    60,969,743  117,361,892
                              ------------ ------------  ------------  -----------
Liabilities:
Payable for Capital 
  Stock repurchased .......        169,049      637,100        70,161      428,209
Dividends payable .........        162,935      299,681       105,738      207,507
Deferred directors' 
  fees payable ............         11,199       11,199         7,589        7,142
Accrued expenses, 
  taxes, and other ........        103,363      164,669        58,807      107,532
                              ------------ ------------  ------------  -----------
Total Liabilities .........        446,546    1,112,649       242,295      750,390
                              ------------ ------------  ------------  -----------
Net Assets ................    $91,390,064 $171,793,535   $60,727,448 $116,611,502
                              ============ ============  ============  ===========

Composition of Net Assets:
Capital Stock, at par:
  Class A .................        11,853       21,714         8,059       15,121
  Class D .................            62           41           114          194
Additional paid-in
  capital .................    91,926,866  167,412,564    60,514,665  117,829,017
Accumulated net realized 
  gain (loss) and 
  distributions in excess 
  of net realized gain ....     1,997,489    1,569,179       133,570      199,378
Net unrealized 
  appreciation
  (depreciation) 
  of investments ..........    (2,546,206)   2,790,037        71,040   (1,432,208)
                             ------------ ------------  ------------  -----------
Net Assets ................   $91,390,064 $171,793,535   $60,727,448 $116,611,502
                             ============ ============  ============  ===========

Net Assets:
  Class A .................   $90,913,899 $171,469,394   $59,884,068 $115,133,499
  Class D .................   $   476,165 $    324,141   $   843,380 $  1,478,003

Shares of Capital Stock
  outstanding ($.001 
  par value):
  Class A .................    11,852,858   21,713,889     8,059,433   15,121,407
  Class D .................        62,067       40,926       113,555      194,248
Net Asset Value per share:
  Class A .................         $7.67        $7.90         $7.43        $7.61
  Class D .................         $7.67        $7.92         $7.43        $7.61


</TABLE>

- ------------
See notes to financial statements.



                                     40 & 41
<PAGE>



================================================================================
Statements of Operations
For the year ended September 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                    National     Colorado      Georgia     Louisiana     Maryland
                                     Series       Series        Series       Series       Series
                                 ------------  -----------   -----------  -----------  ----------- 
<S>                               <C>          <C>           <C>          <C>          <C>        
Investment income:
Interest ......................   $ 7,645,450  $ 3,770,837   $ 3,888,121  $ 4,075,998  $ 3,720,048
                                 ------------  -----------   -----------  -----------  ----------- 
Expenses:
Management fees ...............       621,285      318,834       194,686      330,062      305,335
Shareholder account services ..       159,724       85,316       106,466       89,577      103,480
Distribution and service fees .       105,130       58,185        67,092       66,482       58,807
Custody and related services ..        99,492       26,321        52,095       32,861       33,423
Auditing and legal fees .......        30,516       33,901        32,180       33,589       33,285
Registration ..................        15,572        3,800         5,390        4,421        5,466
Shareholder reports and
  communications ..............         6,621        8,219         9,327        6,314       11,445
Directors' fees and expenses ..         5,800        5,410         5,319        5,311        5,438
Miscellaneous .................        12,035        6,337         6,025        5,998        6,144
                                 ------------  -----------   -----------  -----------  ----------- 
Total expenses ................     1,056,175      546,323       478,580      574,615      562,823
                                 ------------  -----------   -----------  -----------  ----------- 
Net investment income .........     6,589,275    3,224,514     3,409,541    3,501,383    3,157,225
                                 ------------  -----------   -----------  -----------  ----------- 
Net realized and unrealized 
  gain (loss) on investments:
Net realized gain (loss) 
  on investments ..............       338,061     (416,365)      840,892    1,087,255    1,412,023
Net change in unrealized
  appreciation of 
  investments .................   (17,056,468)  (4,628,524)   (7,996,922)  (7,149,845)  (7,140,388)
                                 ------------  -----------   -----------  -----------  ----------- 
Net loss on investments .......   (16,718,407)  (5,044,889)   (7,156,030)  (6,062,590)  (5,728,365)
                                 ------------  -----------   -----------  -----------  ----------- 
Decrease in net assets from
  operations ..................  ($10,129,132) ($1,820,375)  ($3,746,489) ($2,561,207) ($2,571,140)
                                 ============  ===========   ===========  ===========  =========== 

</TABLE>




================================================================================
Statements of Operations (continued)
For the year ended September 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                  Massachusetts  Michigan      Minnesota    Missouri
                                     Series       Series         Series      Series
                                  -----------  -----------    ----------- ----------- 
<S>                               <C>          <C>            <C>         <C>        
Investment income:
Interest ......................   $ 8,191,293  $ 9,746,105    $9,187,753  $ 3,264,100
                                  -----------  -----------    ----------- ----------- 
Expenses:
Management fees ...............       648,895      791,875       702,194      201,744
Shareholder account services ..       202,651      228,665       219,966       75,668
Distribution and service fees .       126,045      156,385       141,420       53,218
Custody and related services ..        61,398       71,891        48,074       20,352
Auditing and legal fees .......        33,576       32,240        37,976       33,691
Registration ..................         8,128        7,753         7,894        7,106
Shareholder reports and
  communications ..............        13,912       16,647        18,535        8,071
Directors' fees and expenses ..         5,705        5,934         6,093        5,393
Miscellaneous .................        12,036       13,905        12,977        5,485
                                  -----------  -----------    ----------- ----------- 
Total expenses ................     1,112,346    1,325,295     1,195,129      410,728
                                  -----------  -----------    ----------- ----------- 
Net investment income .........     7,078,947    8,420,810     7,992,624    2,853,372
                                  -----------  -----------    ----------- ----------- 
Net realized and unrealized
   gain (loss) on investments:
Net realized gain (loss)
  on investments ..............     1,458,962    1,400,509       252,585      672,212
Net change in unrealized
  appreciation of 
  investments .................   (12,499,475) (14,509,279)   (8,005,539)  (6,217,058)
                                  -----------  -----------    ----------- ----------- 
Net loss on investments .......   (11,040,513) (13,108,770)   (7,752,954)  (5,544,846)
                                  -----------  -----------    ----------- ----------- 
Decrease in net assets from
  operations ..................   ($3,961,566) ($4,687,960)   $   239,670 ($2,691,474)
                                  ===========  ===========    =========== =========== 


</TABLE>



================================================================================
Statements of Operations (continued)
For the year ended September 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                    New York       Ohio         Oregon      Carolina
                                     Series       Series        Series       Series
                                  -----------  -----------   -----------  -----------
<S>                               <C>          <C>           <C>          <C>         
Investment income:
Interest                          $ 6,075,554  $11,225,745   $ 3,686,394  $ 7,267,701
                                  -----------  -----------   -----------  -----------
Expenses:
Management fees                       491,715      909,119       241,140      611,278
Shareholder account services          131,623      263,473        93,222      161,188
Distribution and service fees          76,102      178,045        62,609      124,264
Custody and related services           92,669       90,868        27,810       51,953
Auditing and legal fees                30,516       32,499        34,082       31,716
Registration                            5,976        7,125         5,483        8,051
Shareholder reports and
  communications                       13,898       18,397         6,400       13,098
Directors' fees and expenses            5,557        6,053         5,411        5,562
Miscellaneous                           9,595       15,766         6,023        9,851
                                  -----------  -----------   -----------  -----------
Total expenses                        857,651    1,521,345       482,180    1,016,961
                                  -----------  -----------   -----------  -----------
Net investment income               5,217,903    9,704,400     3,204,214    6,250,740
                                  -----------  -----------   -----------  -----------
Net realized and unrealized gain
  (loss) on investments:
Net realized gain (loss) on
  investments                       1,999,229    1,864,934       636,094      203,935
Net change in unrealized
  appreciation of investments     (12,683,003) (17,335,724)   (5,354,310) (12,270,797)
                                  -----------  -----------   -----------  -----------
Net loss on investments           (10,683,774) (15,470,790)   (4,718,216) (12,066,862)
                                  -----------  -----------   -----------  -----------
Decrease in net assets from
  operations                      ($5,465,871) ($5,766,390)  ($1,514,002) ($5,816,122)
                                  ===========  ===========   ===========  ===========


</TABLE>

- ------------
See notes to financial statements.


                                     42 & 43
<PAGE>

================================================================================
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                             National Series                    Colorado Series
                                    --------------------------------    --------------------------------
                                        Year ended September 30             Year ended September 30
                                    --------------------------------    --------------------------------
                                         1994              1993              1994              1993
                                    --------------    --------------    --------------    --------------
<S>                                 <C>               <C>               <C>               <C>           
Operations:
Net investment income ...........   $    6,589,275    $    7,269,215    $    3,224,514    $    3,419,581
Net realized gain (loss)
  on investments ................          338,061         7,290,633          (416,365)          519,984
Net change in unrealized
  appreciation of investments ...      (17,056,468)        5,212,020        (4,628,524)        3,843,313
                                    --------------    --------------    --------------    --------------
Increase (decrease) in
  net assets from operations ....      (10,129,132)       19,771,868        (1,820,375)        7,782,878
                                    --------------    --------------    --------------    --------------
Distributions to shareholders:
Net investment income:
  Class A .......................       (6,579,351)       (7,269,215)       (3,221,107)       (3,419,581)
  Class D .......................           (9,924)             --              (3,407)             --
Net realized gain
  on investments--Class A .......       (7,771,486)       (2,057,449)         (691,165)         (648,882)
                                    --------------    --------------    --------------    --------------
Decrease in net assets
  from distributions ............      (14,360,761)       (9,326,664)       (3,915,679)       (4,068,463)
                                    --------------    --------------    --------------    --------------

Capital share transactions:*
Net proceeds from sale of
  shares:
  Class A .......................        5,971,737         7,812,752         2,002,652         3,858,298
  Class D .......................          465,769              --             295,950              --
Net asset value of shares
  issued in payment of dividends:
  Class A .......................        3,400,031         3,701,543         1,836,135         1,941,391
  Class D .......................            8,413              --               3,032              --
Exchanged from associated Funds:
  Class A .......................        2,002,989         2,900,790           328,418           705,781
  Class D .......................             --                --                --                --
Net asset value of shares
  issued in payment of
  gain distribution--Class A ....        5,686,643         1,511,088           481,882           457,273
                                    --------------    --------------    --------------    --------------
Total ...........................       17,535,582        15,926,173         4,948,069         6,962,743
                                    --------------    --------------    --------------    --------------
Cost of shares repurchased:
  Class A .......................      (14,947,349)      (17,897,802)       (8,307,267)       (7,220,146)
  Class D .......................             --                --            (197,843)             --
Exchanged into associated Funds:
  Class A .......................       (2,671,622)       (4,209,515)         (325,316)         (445,715)
  Class D .......................             --                --                --                --
                                    --------------    --------------    --------------    --------------
Total ...........................      (17,618,971)      (22,107,317)       (8,830,426)       (7,665,861)
                                    --------------    --------------    --------------    --------------
Increase (decrease)
in net assets from
capital share transactions ......          (83,389)       (6,181,144)       (3,882,357)         (703,118)
                                    --------------    --------------    --------------    --------------
Increase (decrease)
  in net assets .................      (24,573,282)        4,264,060        (9,618,411)        3,011,297

Net Assets:
Beginning of year ...............      136,393,598       132,129,538        67,911,686        64,900,389
                                    --------------    --------------    --------------    --------------
End of year .....................   $  111,820,316    $  136,393,598    $   58,293,275    $   67,911,686
                                    ==============    ==============    ==============    ==============


</TABLE>






================================================================================
Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            Georgia Series                   Louisiana Series
                                    ------------------------------    ------------------------------
                                       Year ended September 30          Year ended September 30
                                    ------------------------------    ------------------------------
                                         1994              1993              1994              1993
                                    -------------    -------------    -------------    -------------
<S>                                 <C>              <C>              <C>              <C>           
Operations:
Net investment income ...........   $   3,409,541    $   2,875,568    $   3,501,383    $   3,353,877
Net realized gain (loss)
  on investments ................         840,892          692,811        1,087,255          647,284
Net change in unrealized
  appreciation of investments ...      (7,996,922)       3,673,217       (7,149,845)       3,110,260
                                    -------------    -------------    -------------    -------------
Increase (decrease) in
  net assets from operations ....      (3,746,489)       7,241,596       (2,561,207)       7,111,421
                                    -------------    -------------    -------------    -------------
Distributions to shareholders:
Net investment income:
  Class A .......................      (3,394,688)      (2,875,568)      (3,489,832)      (3,353,877)
  Class D .......................         (14,853)            --            (11,551)            --
Net realized gain
  on investments--Class A .......        (697,275)        (235,976)        (651,148)        (694,644)
                                    -------------    -------------    -------------    -------------
Decrease in net assets
  from distributions ............      (4,106,816)      (3,111,544)      (4,152,531)      (4,048,521)
                                    -------------    -------------    -------------    -------------
Capital share transactions:*
Net proceeds from sale
  of shares:
  Class A .......................      10,507,635       21,051,172        4,332,380        7,983,823
  Class D .......................         807,930             --            731,696             --
Net asset value of shares
  issued in payment of dividends:
  Class A .......................       2,149,255        1,787,616        1,990,579        2,019,913
  Class D .......................          12,508             --              8,499             --
Exchanged from associated Funds:
  Class A .......................         388,188           26,976          152,113          232,234
  Class D .......................          67,560             --               --               --
Net asset value of shares
  issued in payment of
  gain distribution--Class A ....         523,446          174,639          465,656          498,541
                                    -------------    -------------    -------------    -------------
Total ...........................      14,456,522       23,040,403        7,680,923       10,734,511
                                    -------------    -------------    -------------    -------------
Cost of shares repurchased:
  Class A .......................      (8,509,637)      (6,538,659)      (5,898,457)      (4,078,686)
  Class D .......................          (6,557)            --             (8,369)            --
Exchanged into associated Funds:
  Class A .......................        (421,723)        (567,180)        (443,843)        (120,286)
  Class D .......................            --               --               --               --
                                    -------------    -------------    -------------    -------------
Total ...........................      (8,937,917)      (7,105,839)      (6,350,669)      (4,198,972)
                                    -------------    -------------    -------------    -------------
Increase (decrease)
  in net assets from
  capital share transactions ....       5,518,605       15,934,564        1,330,254        6,535,539
                                    -------------    -------------    -------------    -------------
Increase (decrease) in
  net assets ....................      (2,334,700)      20,064,616       (5,383,484)       9,598,439

Net Assets:
Beginning of year ...............      64,649,906       44,585,290       67,529,300       57,930,861
                                    -------------    -------------    -------------    -------------
End of year .....................   $  62,315,206    $  64,649,906    $  62,145,816    $  67,529,300
                                    =============    =============    =============    =============



</TABLE>





================================================================================
Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                           Maryland Series                Massachusetts Series
                                   ------------------------------    ------------------------------
                                       Year ended September 30           Year ended September 30
                                   ------------------------------    ------------------------------
                                        1994             1993             1994             1993
                                   -------------    -------------    -------------    -------------
<S>                                <C>              <C>              <C>              <C>          
Operations:
Net investment income ..........   $   3,157,225    $   3,190,231    $   7,078,947    $   7,512,052
Net realized gain (loss)
  on investments ...............       1,412,023          880,445        1,458,962        2,370,469
Net change in unrealized
  appreciation of investments ..      (7,140,388)       3,532,333      (12,499,475)       6,546,648
                                   -------------    -------------    -------------    -------------
Increase (decrease) in
  net assets from operations ...      (2,571,140)       7,603,009       (3,961,566)      16,429,169
                                   -------------    -------------    -------------    -------------
Distributions to shareholders:
Net investment income:
  Class A ......................      (3,152,145)      (3,190,231)      (7,052,050)      (7,512,052)
  Class D ......................          (5,080)            --            (26,897)            --
Net realized gain
  on investments--Class A ......      (1,301,057)        (732,294)      (3,330,375)      (1,157,662)
                                   -------------    -------------    -------------    -------------
Decrease in net assets
  from distributions ...........      (4,458,282)      (3,922,525)     (10,409,322)      (8,669,714)
                                   -------------    -------------    -------------    -------------
Capital share transactions:*
Net proceeds from sale
  of shares:
  Class A ......................       3,212,373        4,100,009        3,798,317        7,395,265
  Class D ......................         379,503             --          1,106,567             --
Net asset value of shares
  issued in payment
  of dividends:
  Class A ......................       1,805,934        1,817,324        4,060,575        4,359,481
  Class D ......................           2,594             --             22,729             --
Exchanged from associated Funds:
  Class A ......................         291,207          720,421          896,517          414,633
  Class D ......................          58,087             --             37,901             --
Net asset value of shares
  issued in payment of
  gain distribution--Class A ...         941,569          531,392        2,447,863          860,702
                                   -------------    -------------    -------------    -------------
Total ..........................       6,691,267        7,169,146       12,370,469       13,030,081
                                   -------------    -------------    -------------    -------------
Cost of shares repurchased:
  Class A ......................      (5,782,224)      (3,001,419)     (14,268,282)      (9,078,648)
  Class D ......................          (7,091)            --             (4,051)            --
Exchanged into associated Funds:
  Class A ......................        (656,915)        (583,830)      (1,982,187)        (541,640)
  Class D ......................            --               --               --               --
                                   -------------    -------------    -------------    -------------
Total ..........................      (6,446,230)      (3,585,249)     (16,254,520)      (9,620,288)
                                   -------------    -------------    -------------    -------------
Increase (decrease)
  in net assets from
  capital share transactions ...         245,037        3,583,897       (3,884,051)       3,409,793
                                   -------------    -------------    -------------    -------------
Increase (decrease) in
  net assets ...................      (6,784,385)       7,264,381      (18,254,939)      11,169,248

Net Assets:
Beginning of year ..............      64,471,912       57,207,531      139,503,581      128,334,333
                                   -------------    -------------    -------------    -------------
End of year ....................   $  57,687,527    $  64,471,912    $ 121,248,642    $ 139,503,581
                                   =============    =============    =============    =============


</TABLE>

- ------------
* The Fund began offering Class D shares on February 1, 1994.
See notes to financial statements.



                                       44 & 45

<PAGE>


================================================================================
Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                           Michigan Series                   Minnesota Series
                                    -----------------------------     -----------------------------
                                       Year ended September 30           Year ended September 30
                                    -----------------------------     -----------------------------

                                        1994             1993             1994             1993
                                    ------------     ------------     ------------     ------------
<S>                                 <C>              <C>              <C>              <C>         
Operations:
Net investment income .......       $  8,420,810     $  8,301,150     $  7,992,624     $  8,541,705
Net realized gain (loss)
  on investments ............          1,400,509          976,912          252,585        2,069,895
Net change in unrealized
  appreciation of investments        (14,509,279)       9,520,922       (8,005,539)       7,035,266
                                    ------------     ------------     ------------     ------------
Increase (decrease) in net
  assets from operations ....         (4,687,960)      18,798,984          239,670       17,646,866
                                    ------------     ------------     ------------     ------------

Distributions to shareholders:
Net investment income:
  Class A. ..................         (8,409,762)      (8,301,150)      (7,964,073)      (8,541,705)
  Class D ...................            (11,048)              --          (28,551)              --
Net realized gain on
  investments--Class A. .....         (1,589,823)      (3,201,230)      (2,074,841)      (2,320,128)
                                    ------------     ------------     ------------     ------------
Decrease in net assets
  from distributions ........        (10,010,633)     (11,502,380)     (10,067,465)     (10,861,833)
                                    ------------     ------------     ------------     ------------

Capital share transactions:*
Net proceeds from sale 
  of shares:
  Class A ...................         10,111,077       16,483,549        5,208,522        7,549,251
  Class D ...................            673,043               --        1,717,093               --
Net asset value of shares
  issued in payment 
  of dividends:
  Class A. ..................          5,154,199        5,070,106        5,433,767        5,967,811
  Class D ...................              8,610               --           16,151               --
Exchanged from associated Funds:
  Class A ...................            688,118          759,137        1,460,540          982,605
  Class D ...................             21,595               --               --               --
Net asset value of shares
  issued in payment of
  gain distribution--Class A           1,189,231        2,341,608        1,651,286        1,821,004
                                    ------------     ------------     ------------     ------------
  Total .....................         17,845,873       24,654,400       15,487,359       16,320,671
                                    ------------     ------------     ------------     ------------
Cost of shares repurchased:
  Class A. ..................        (14,462,042)     (10,508,263)     (11,789,824)     (28,812,953)
  Class D ...................            (15,255)              --          (51,319)              --
Exchanged into associated Funds:
  Class A. ..................         (1,542,287)      (1,329,146)      (1,779,118)      (1,615,306)
  Class D ...................                 --               --               --               --
                                    ------------     ------------     ------------     ------------
  Total .....................        (16,019,584)     (11,837,409)     (13,620,261)     (30,428,259)
                                    ------------     ------------     ------------     ------------
Increase (decrease)
  in net assets from
  capital share transactions           1,826,289       12,816,991        1,867,098      (14,107,588)
                                    ------------     ------------     ------------     ------------
Increase (decrease)
  in net assets .............        (12,872,304)      20,113,595       (7,960,697)      (7,322,555)
Net Assets:
Beginning of year ...........        164,637,860      144,524,265      144,599,527      151,922,082
                                    ------------     ------------     ------------     ------------
End of year .................       $151,765,556     $164,637,860     $136,638,830     $144,599,527
                                    ============     ============     ============     ============


</TABLE>



================================================================================
Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                            Missouri Series                    New York Series
                                   --------------------------------    --------------------------------
                                        Year ended September 30             Year ended September 30
                                   --------------------------------    --------------------------------
                                        1994              1993              1994              1993
                                   --------------    --------------    --------------    --------------
<S>                                <C>               <C>               <C>               <C>           
Operations:
Net investment income ..........   $    2,853,372    $    2,774,514    $    5,217,903    $    5,296,464
Net realized gain (loss)
  on investments ...............          672,212           610,509         1,999,229         2,403,699
Net change in unrealized
  appreciation of investments ..       (6,217,058)        3,121,191       (12,683,003)        6,339,726
                                   --------------    --------------    --------------    --------------
Increase (decrease) in
  net assets from operations ...       (2,691,474)        6,506,214        (5,465,871)       14,039,889
                                   --------------    --------------    --------------    --------------
Distributions to shareholders:
Net investment income:
  Class A ......................       (2,843,798)       (2,774,514)       (5,208,022)       (5,296,464)
  Class D ......................           (9,574)             --              (9,881)             --
Net realized gain
o  n investments--Class A ......         (749,354)         (363,462)       (2,401,063)       (1,346,620)
                                   --------------    --------------    --------------    --------------
Decrease in net assets
  from distributions ...........       (3,602,726)       (3,137,976)       (7,618,966)       (6,643,084)
                                   --------------    --------------    --------------    --------------
Capital share transactions:*
Net proceeds from sale
  of shares:
  Class A ......................        3,402,151         5,575,439         5,317,038        11,458,599
  Class D ......................          489,521              --             491,124              --
Net asset value of shares
  issued in payment
  of dividends:
  Class A ......................        1,500,294         1,448,713         2,808,015         2,930,090
  Class D ......................              899              --               7,955              --
Exchanged from associated Funds:
  Class A ......................          733,086           255,132           716,645         2,235,659
  Class D ......................           17,699              --                --                --
Net asset value of shares
  issued in payment of
  gain distribution--Class A ...          498,507           232,927         1,930,880         1,088,110
                                   --------------    --------------    --------------    --------------
Total ..........................        6,642,157         7,512,211        11,271,657        17,712,458
                                   --------------    --------------    --------------    --------------
Cost of shares repurchased:
  Class A ......................       (3,359,520)       (3,333,230)       (9,315,602)
  Class D ......................         (136,335)             --                --                --
Exchanged into associated Funds:
  Class A ......................         (741,558)         (145,822)       (2,166,255)       (2,589,888)
  Class D ......................             --                --                --                --
                                   --------------    --------------    --------------    --------------
Total ..........................       (4,237,413)       (3,479,052)      (11,481,857)
                                   --------------    --------------    --------------    --------------
Increase (decrease)
  in net assets from
  capital share transactions ...        2,404,744         4,033,159          (210,200)        4,607,754
                                   --------------    --------------    --------------    --------------
Increase (decrease) in
  net assets ...................       (3,889,456)        7,401,397       (13,295,037)       12,004,559
Net Assets:
Beginning of year ..............       56,860,568        49,459,171       104,685,101        92,680,542
                                   --------------    --------------    --------------    --------------
End of year ....................   $   52,971,112    $   56,860,568    $   91,390,064    $  104,685,101
                                   ==============    ==============    ==============    ==============


</TABLE>


================================================================================
Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                              Ohio Series                        Oregon Series
                                   --------------------------------    --------------------------------
                                        Year ended September 30             Year ended September 30
                                   --------------------------------    --------------------------------
                                        1994              1993              1994              1993
                                   --------------    --------------    --------------    --------------
<S>                                <C>               <C>               <C>               <C>           
Operations:
Net investment income ..........   $    9,704,400    $    9,731,226    $    3,204,214    $    2,916,291
Net realized gain (loss)
  on investments ...............        1,864,934         4,643,538           636,094            93,262
Net change in unrealized
  appreciation of investments ..      (17,335,724)        7,330,031        (5,354,310)        3,307,240
                                   --------------    --------------    --------------    --------------
Increase (decrease) in
  net assets from operations ...       (5,766,390)       21,704,795        (1,514,002)        6,316,793
                                   --------------    --------------    --------------    --------------
Distributions to shareholders:
Net investment income:
  Class A ......................       (9,697,970)       (9,731,226)       (3,193,582)       (2,916,291)
  Class D ......................           (6,430)             --             (10,632)             --
Net realized gain
  on investments--Class A ......       (3,703,561)       (1,404,634)         (494,099)             --
                                   --------------    --------------    --------------    --------------
Decrease in net assets
  from distributions ...........      (13,407,961)      (11,135,860)       (3,698,313)       (2,916,291)
                                   --------------    --------------    --------------    --------------
Capital share transactions:*
Net proceeds from sale
  of shares:
  Class A ......................        9,557,949        14,217,122         7,552,039        13,844,761
  Class D ......................          328,208              --             896,846              --
Net asset value of shares
  issued in payment
  of dividends:
  Class A ......................        6,102,997         6,179,201         2,003,359         1,812,298
  Class D ......................            5,793              --               7,973              --
Exchanged from associated Funds:
  Class A ......................          720,509         1,611,870           437,837           265,817
  Class D ......................             --                --                --                --
Net asset value of shares
  issued in payment of
  gain distribution--Class A ...        2,815,286         1,041,605           372,237              --
                                   --------------    --------------    --------------    --------------
Total ..........................       19,530,742        23,049,798        11,270,291        15,922,876
                                   --------------    --------------    --------------    --------------
Cost of shares repurchased:
  Class A ......................      (16,355,416)      (10,857,115)       (6,282,450)       (5,533,614)
  Class D ......................             --                --             (40,414)             --
Exchanged into associated Funds:
  Class A ......................       (2,290,059)       (3,105,535)       (1,100,956)         (491,712)
  Class D ......................             --                --              (2,000)             --
                                   --------------    --------------    --------------    --------------
Total ..........................      (18,645,475)      (13,962,650)       (7,425,820)       (6,025,326)
                                   --------------    --------------    --------------    --------------
Increase (decrease)
  in net assets from
capital share transactions .....          885,267         9,087,148         3,844,471         9,897,550
                                   --------------    --------------    --------------    --------------
Increase (decrease) in
  net assetss ..................      (18,289,084)       19,656,083        (1,367,844)       13,298,052

Net Assets:
Beginning of year ..............      190,082,619       170,426,536        62,095,292        48,797,240
                                   --------------    --------------    --------------    --------------
End of year ....................   $  171,793,535    $  190,082,619    $   60,727,448    $   62,095,292
                                   ==============    ==============    ==============    ==============


</TABLE>



                                       46 & 47
<PAGE>



================================================================================
Statements of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                        South Carolina Series
                                   --------------------------------
                                        Year ended September 30
                                   --------------------------------
                                        1994              1993
                                   --------------    --------------
<S>                                <C>               <C>           
Operations:
Net investment income ..........   $    6,250,740    $    5,153,043
Net realized gain (loss)
  on investments ...............          203,935         1,797,467
Net change in unrealized
  appreciation of investments ..      (12,270,797)        4,988,831
                                   --------------    --------------
Increase (decrease)
  in net assets
  from operations ..............       (5,816,122)       11,939,341
                                   --------------    --------------
Distributions to shareholders:
Net investment income:
  Class A ......................       (6,222,624)       (5,153,043)
  Class D ......................          (28,116)             --
Net realized gain
  on investments--Class A ......       (1,795,272)         (211,369)
                                   --------------    --------------
Decrease in net assets
  from distributions ...........       (8,046,012)       (5,364,412)
                                   --------------    --------------
Capital share transactions:*
Net proceeds from sale
  of shares:
  Class A ......................       21,175,039        38,016,745
  Class D ......................        1,541,603              --
Net asset value of shares
  issued in payment
  of dividends:
  Class A ......................        3,661,681         3,211,090
  Class D ......................           21,347              --
Exchanged from associated Funds:
  Class A ......................          221,817           518,340
  Class D ......................           46,010              --
Net asset value of shares
  issued in payment of
  gain distributions--Class A ..        1,363,300           158,521
                                   --------------    --------------
  Total ........................       28,030,797        41,904,696
                                   --------------    --------------
Cost of shares repurchased:
  Class A ......................      (16,114,470)      (10,150,233)
  Class D ......................          (66,265)             --
Exchanged into associated Funds:
  Class A ......................       (1,961,069)         (622,504)
  Class D ......................           (4,000)             --
                                   --------------    --------------
  Total ........................      (18,145,804)      (10,772,737)
                                   --------------    --------------
Increase (decrease)
  in net assets from
  capital share transactions ...        9,884,993        31,131,959
                                   --------------    --------------
Increase (decrease)
  in net assets ................       (3,977,141)       37,706,888
Net Assets:
Beginning of year ..............      120,588,643        82,881,755
                                   --------------    --------------
End of year ....................   $  116,611,502    $  120,588,643
                                   ==============    ==============

</TABLE>

- ------------
* The Fund began offering Class D shares on February 1, 1994.
See notes to financial statements.





48

<PAGE>





===============================================================================
Notes to Financial Statements
- -------------------------------------------------------------------------------

1. Seligman Tax-Exempt Fund Series, Inc. (the "Fund") consists of 13 separate
series: the "National Series," the "Colorado Series," the "Georgia Series," the
"Louisiana Series," the "Maryland Series," the "Massachusetts Series," the
"Michigan Series," the "Minnesota Series," the "Missouri Series," the "New York
Series," the "Ohio Series," the "Oregon Series," and the "South Carolina
Series." Effective February 1, 1994, the Fund began offering two classes of
shares of each Series. All shares existing prior to February 1, 1994, have been
classified as Class A shares. Class A shares are sold with an initial sales
charge of up to 4.75% and a continuing service fee of up to 0.25% on an annual
basis. Class D shares are sold without an initial sales charge but are subject
to a higher distribution fee and contingent deferred sales load ("CDSL") of 1%
imposed on certain redemptions made within one year of purchase. The two classes
of shares represent interests in the same portfolio of investments, have the
same rights and are generally identical in all respects except that each class
bears its separate distribution and certain class expenses and has exclusive
voting rights with respect to any matter to which a separate vote of any class
is required.

2. Significant accounting policies followed, all in conformity with generally
accepted accounting principles, are given below:

a.   All tax-exempt securities and other short-term holdings maturing in more
     than 60 days are valued based upon quotations provided by an independent
     pricing service or, in their absence, at fair value determined in
     accordance with procedures approved by the Board of Directors. Short-term
     holdings maturing in 60 days or less are generally valued at amortized
     cost.

b.   There is no provision for federal income or excise tax. Each Series has
     elected to be taxed as a regulated investment company and intends to
     distribute substantially all taxable net income and net gain realized.
     Dividends are declared daily and paid monthly.

c.   Investment transactions are recorded on trade dates. Identified cost of
     investments sold is used for both financial statement and federal income
     tax purposes. Interest income is recorded on the accrual basis. The Fund
     amortizes original issue discounts and premiums paid on purchases of
     portfolio securities. Discounts other then original issue discounts are not
     amortized.

d.   All income, expenses (other than class-specific expenses), and realized and
     unrealized gains or losses are allocated daily to each class of shares
     based upon the relative proportion of the value of settled shares
     outstanding of each class. Class-specific expenses, which include
     distribution and service fees and any other items that can be specifically
     attributed to a particular class, are charged directly to such class.

e.   The treatment for financial statement purposes of distributions made during
     the year from net investment income or net realized gains may differ from
     their ultimate treatment for federal income tax purposes. These differences
     are caused primarily by differences in the timing of the recognition of
     certain components of income, expense, and capital gain for federal income
     tax purposes. Where such differences are permanent in nature, they are
     reclassified in the components of net assets based on their ultimate
     characterization for federal income tax purposes. Any such reclassification
     will have no effect on net assets, results of operations, or net asset
     value per share of the Fund. At September 30, 1994, realized capital gains
     for federal tax purposes exceeded realized capital gains for financial
     statement purposes for the National and Colorado Series by $151,539 and
     $586,888, respectively.

3. Purchases and sales of portfolio securities, excluding short-term
investments, for the year ended September 30, 1994, were as follows:
 
Series                                         Purchases                Sales
- -----------------                            ------------           ------------
National                                     $ 30,666,538           $ 38,078,531
Colorado                                        6,084,130              9,866,591
Georgia                                        17,152,410             12,426,839
Louisiana                                      14,681,560             11,207,532
Maryland                                       10,602,683             12,230,638
Massachusetts                                  15,761,277             23,776,107
Michigan                                       16,656,908             15,574,722
Minnesota                                       4,489,245              4,845,601
Missouri                                        7,616,430              7,750,530
New York                                       27,412,390             30,412,079
Ohio                                           16,713,882             17,278,477
Oregon                                          9,105,610              5,577,962
South Carolina                                 12,652,627              2,135,622




                                                                              49
<PAGE>

===============================================================================
Notes to Financial Statements (continued)
- -------------------------------------------------------------------------------

At September 30, 1994, the cost of investments for federal income tax purposes
was substantially the same as the cost for financial reporting purposes, and the
tax basis gross unrealized appreciation and depreciation of portfolio securities
were as follows:

                                                     Total              Total
                                                  Unrealized         Unrealized
Series                                           Appreciation       Depreciation
- -----------------                                ------------       ------------
National                                          $ 1,045,559        $10,306,132
Colorado                                            1,771,175          1,713,987
Georgia                                             1,116,658          3,266,687
Louisiana                                           2,333,123          2,555,490
Maryland                                            1,498,331          2,127,277
Massachusetts                                       4,503,225          3,929,037
Michigan                                            6,017,834          2,702,075
Minnesota                                           8,285,625          3,153,785
Missouri                                            1,923,431          2,241,566
New York                                            1,505,951          4,052,157
Ohio                                                7,524,017          4,733,980
Oregon                                              1,591,480          1,520,440
South Carolina                                      4,051,413          5,483,621

4. J. & W. Seligman & Co. Incorporated (the "Manager") manages the affairs of
the Fund and provides the necessary personnel and facilities. Compensation of
all officers of the Fund, all directors of the Fund who are employees or
consultants of the Manager, and all personnel of the Fund and the Manager is
paid by the Manager. The Manager's fee is calculated daily and payable monthly,
equal to 0.50% per annum of each Series' average daily net assets. For the year
ended September 30, 1994, the Manager, at its discretion, waived portions of its
fee for the Georgia, Missouri, and Oregon Series, equal to $132,626, $74,095,
and $66,201, respectively. The management fees reflected in the Statements of
Operations for the Georgia, Missouri, and Oregon Series represent 0.30%, 0.36%,
and 0.39%, respectively, of the average net assets of the Series.

Seligman Financial Services, Inc. (the "Distributor"), agent for the
distribution of each Series' shares and an affiliate of the Manager, received
the following commissions after concessions were paid to dealers for the sale of
Class A shares:

                                                        Seligman
                                                   Financial Services'  Dealer
Series                                                 Commissions   Concessions
- -----------------                                      -----------   -----------
National                                                 $ 19,575       $143,977
Colorado                                                    9,703         71,208
Georgia                                                    50,838        376,174
Louisiana                                                  16,250        123,857
Maryland                                                   13,558        104,817
Massachusetts                                              17,927        136,115
Michigan                                                   47,057        353,939
Minnesota                                                  25,673        197,561
Missouri                                                   15,167        114,971
New York                                                   11,191         85,746
Ohio                                                       41,962        312,461
Oregon                                                     35,873        273,141
South Carolina                                             68,528        518,381

Effective January 1, 1993, the Fund adopted an Administration, Shareholder
Services and Distribution Plan (the "Plan") with respect to Class A shares under
which service organizations can enter into agreements with the Distributor and
receive continuing fees of up to 0.25% on an annual basis, payable quarterly, of
the average daily net assets of the Class A shares attribut-able to the
particular service organizations for providing personal services and/or the
maintenance of shareholder accounts. The Distributor charged such fees to the
Fund pursuant to the Plan as follows:

                                                      Total Fees    % of Average
Series                                                   Paid         Net Assets
- -----------------                                      --------       ----------
National                                               $102,915           .08%
Colorado                                                 57,365           .09
Georgia                                                  63,701           .10
Louisiana                                                63,910           .10
Maryland                                                 57,640           .09
Massachusetts                                           120,238           .09
Michigan                                                153,947           .10
Minnesota                                               135,539           .10
Missouri                                                 51,017           .09
New York                                                 73,911           .08
Ohio                                                    176,625           .10
Oregon                                                   60,201           .10
South Carolina                                          117,839           .10




50
<PAGE>

===============================================================================

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

Effective February 1, 1994, the Fund adopted a Plan with respect to Class D
shares under which service organizations can enter into agreements with the
Distributor and receive continuing fees for providing personal services and/or
the maintenance of shareholder accounts of up to 0.25% on a annual basis of the
average daily net assets of the Class D shares for which the organizations are
responsible, and fees for providing other distribution assistance of up to 0.75%
on an annual basis of such average daily net assets. Such fees are paid monthly
by the Fund to the Distributor pursuant to the Plan. For the period February 1,
1994 to September 30, 1994, fees paid equivalent to 1% per annum of the average
daily net assets of Class D shares were as follows:

Series
- -----------------
National                       $2,215
Colorado                          820
Georgia                         3,391
Louisiana                       2,572
Maryland                        1,167
Massachusetts                   5,807
Michigan                        2,438
Minnesota                       5,881
Missouri                        2,201
New York                        2,191
Ohio                            1,420
Oregon                          2,408
South Carolina                  6,425

The Distributor is entitled to retain any CDSL imposed on certain
redemptions of Class D shares occurring within one year of purchase. For
the period February 1, 1994 to September 30, 1994, such charges were as
follows:

Series
- -----------------
Colorado                       $1,960
Georgia                            49
Louisiana                          84
Maryland                           70
Massachusetts                      40
Michigan                          148
Minnesota                         508
Missouri                        1,363
Oregon                            289
South Carolina                    202

Seligman Data Corp., formerly Union Data Service Center, Inc., which is owned by
certain associated investment companies, charged at cost for shareholder account
services the following amounts:

Series
- -----------------
National                     $159,724
Colorado                       85,316
Georgia                       106,466
Louisiana                      89,577
Maryland                      103,480
Massachusetts                 202,651
Michigan                      228,665
Minnesota                     219,966
Missouri                       75,668
New York                      131,623
Ohio                          263,473
Oregon                         93,222
South Carolina                161,188

Certain officers and directors of the Fund are officers or directors of the
Manager, the Distributor, and/or Seligman Data Corp.
 
Fees of $62,000 were incurred by the Fund for the legal services of Sullivan &
Cromwell, a member of which firm is a director of the Fund.

The Fund has a compensation agreement under which directors who receive fees may
elect to defer receiving such fees. Interest is accrued on the deferred
balances. The annual cost of such fees and interest is included in directors'
fees and expenses, and the accumulated balance thereof at September 30, 1994, is
shown as deferred directors' fees payable.




                                                                              51
<PAGE>

===============================================================================
Notes to Financial Statements (continued)
- -------------------------------------------------------------------------------


5.Class-specific expenses charged to Class A and Class D shares for the year
ended September 30, 1994, which are included in the corresponding captions of
the Statements of Operations, were as follows:
 
                          Distribution                     Shareholder
                              and                          reports and
 Series                   service fees    Registration    communications
- ------------              ------------    ------------    --------------
National:
 Class A                    $102,915         $10,687         $4,052
 Class D                       2,215             116             13
Colorado:
 Class A                      57,365           1,785          2,544
 Class D                         820              41              3
Georgia:
 Class A                      63,701           3,677          2,072
 Class D                       3,391             161             12
Louisiana:
 Class A                      63,910           2,933          1,641
 Class D                       2,572             128              2
Maryland:
 Class A                      57,640           3,552          2,536
 Class D                       1,167              57             13
Massachusetts:
 Class A                     120,238           4,694          4,412
 Class D                       5,807             290             10
Michigan:
 Class A                     153,947           4,060          5,768
 Class D                       2,438             117             18
Minnesota:
 Class A                     135,539           3,450          6,724
 Class D                       5,881             279             24
Missouri:
 Class A                      51,017           5,165          2,418
 Class D                       2,201             112              7
New York:
 Class A                      73,911           3,872          2,814
 Class D                       2,191             108              9
Ohio:
 Class A                     176,625           3,315          6,501
 Class D                       1,420              67              9
Oregon:
 Class A                      60,201           2,513          2,592
 Class D                       2,408             113             21
South Carolina:
 Class A                     117,839           7,027          3,855
 Class D                       6,425             305              6




52
<PAGE>

===============================================================================

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

6.At September 30, 1994, 40,000,000 shares each were authorized for the National
and Missouri Series; 30,000,000 shares each for the Massachusetts, Michigan,
Minnesota, and Ohio Series; 25,000,000 shares for the Colorado Series; and
20,000,000 shares each for the Georgia, Louisiana, Maryland, New York, Oregon,
and South Carolina Series, all at a par value of $.001 per share.


<TABLE>
<CAPTION>

                                      National Series            Colorado Series           Georgia Series
                                 -----------------------    -----------------------   ------------------------
                                       Year ended                 Year ended                 Year ended
                                      September 30               September 30               September 30
                                 -----------------------    -----------------------   ------------------------
                                     1994         1993          1994         1993         1994          1993
                                 ----------   ----------    ----------   ----------   ----------    ----------
<S>                                <C>          <C>           <C>          <C>        <C>           <C>      
Sale of shares:
  Class A ...................      764,281      949,795       268,474      515,132    1,300,888     2,621,025
  Class D ...................       60,983           --        40,581           --      104,340            --
Shares issued in
  payment of dividends:
  Class A ...................      438,686      447,418       247,700      259,213      272,060       222,064
  Class D ...................        1,137           --           420           --        1,633            --
Exchanged from 
  associated Funds:
  Class A ...................      259,262      355,188        42,669       94,152       48,335         3,426
  Class D ...................           --           --            --           --        8,316            --
Shares issued in 
  payment of gain 
  distributions--Class A ....      706,415      191,519        63,489       63,072       63,913        22,447
                                 ----------   ----------    ----------   ----------   ----------    ----------
Total .......................    2,230,764    1,943,920       663,333      931,569    1,799,485     2,868,962
                                 ----------   ----------    ----------   ----------   ----------    ----------
Shares repurchased:
  Class A ...................   (1,943,600)  (2,166,170)   (1,126,423)    (964,226)  (1,083,796)     (809,605)
  Class D ...................           --           --       (27,460)          --         (861)           --
Exchanged into 
  associated Funds:
  Class A ...................     (345,902)    (513,830)      (43,792)     (59,964)     (54,072)      (70,580)
  Class D ...................           --           --            --           --           --            --
                                 ----------   ----------    ----------   ----------   ----------    ----------
Total .......................   (2,289,502)  (2,680,000)   (1,197,675)  (1,024,190)  (1,138,729)     (880,185)
                                 ----------   ----------    ----------   ----------   ----------    ----------
Increase (decrease)
  in shares .................      (58,738)    (736,080)     (534,342)     (92,621)     660,756     1,988,777
                                 ==========   ==========    ==========   ==========   ==========    ==========

</TABLE>



                                                                              53
<PAGE>

===============================================================================
Notes to Financial Statements (continued)
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>



                                    Louisiana Series           Maryland Series          Massachusetts Series
                                 -----------------------    -----------------------   ------------------------
                                       Year ended                 Year ended                Year ended
                                      September 30               September 30              September 30
                                 -----------------------    -----------------------   ------------------------
                                    1994         1993          1994         1993         1994          1993
                                 ----------   ----------    ----------   ----------   ----------    ----------
<S>                                <C>          <C>           <C>          <C>          <C>           <C>    
Sale of shares:
  Class A ...................      511,859      943,369       397,002      495,603      472,153       898,096
  Class D ...................       88,738           --        48,184           --      136,211            --
Shares issued in
  payment of dividends:
  Class A ...................      238,291      237,698       222,712      219,279      506,326       529,692
  Class D ...................        1,050           --           330           --        2,911            --
Exchanged from 
  associated Funds:
  Class A ...................       18,733       27,705        35,901       88,942      111,424        50,002
  Class D ...................           --           --         7,334           --        4,948            --
Shares issued in 
  payment of gain 
  distributions--Class A ....       54,209       60,429       113,033       66,424      297,793       107,993
                                 ----------   ----------    ----------   ----------   ----------    ----------
Total .......................      912,880    1,269,201       824,496      870,248    1,531,766     1,585,783
                                 ----------   ----------    ----------   ----------   ----------    ----------
Shares repurchased:
  Class A ...................     (712,918)    (484,935)     (720,685)    (361,438)  (1,783,099)   (1,104,613)
  Class D ...................       (1,054)          --          (901)          --         (516)           --
Exchanged into
  associated Funds:
  Class A ...................      (54,301)     (14,005)      (83,511)     (70,545)    (247,705)      (65,403)
  Class D ...................           --           --            --           --           --            --
                                 ----------   ----------    ----------   ----------   ----------    ----------
Total .......................     (768,273)    (498,940)     (805,097)    (431,983)  (2,031,320)   (1,170,016)
                                 ----------   ----------    ----------   ----------   ----------    ----------
Increase (decrease)
  in shares .................      144,607      770,261        19,399      438,265     (499,554)      415,767
                                 ==========   ==========    ==========   ==========   ==========    ==========

</TABLE>


<TABLE>
<CAPTION>

                                     Michigan Series           Minnesota Series          Missouri Series
                                 -----------------------    -----------------------   ------------------------
                                       Year ended                 Year ended                Year ended
                                      September 30               September 30              September 30
                                 -----------------------    -----------------------   ------------------------
                                    1994         1993          1994         1993         1994          1993
                                 ----------   ----------    ----------   ----------   ----------    ----------
<S>                              <C>          <C>             <C>          <C>          <C>           <C>    
Sale of shares:
  Class A ...................    1,164,238    1,881,972       649,224      946,956      432,301       698,171
  Class D ...................       79,168           --       217,891           --       63,051            --
Shares issued in
  payment of dividends:
  Class A ...................      595,784      578,380       681,934      749,009      192,135       181,412
  Class D ...................        1,022           --         2,070           --          119            --
Exchanged from
  associated Funds:
  Class A ...................       78,106       87,816       181,367      123,480       95,722        31,765
  Class D ...................        2,579           --            --          --         2,376            --
Shares issued in 
  payment of gain 
  distributions--Class A ....      133,922      276,459       203,361      234,968       61,773        30,133
                                 ----------   ----------    ----------   ----------   ----------    ----------
Total .......................    2,054,819    2,824,627     1,935,847    2,054,413      847,477       941,481
                                 ----------   ----------    ----------   ----------   ----------    ----------
Shares repurchased:
  Class A ...................   (1,673,481)  (1,197,223)   (1,478,662)  (3,630,604)    (432,021)     (418,311)
  Class D ...................       (1,801)          --        (6,565)          --      (18,300)           --
Exchanged into 
  associated Funds:
  Class A ...................     (176,197)    (152,214)     (223,599)    (202,196)     (96,265)      (18,535)
  Class D ...................           --           --            --           --           --            --
                                 ----------   ----------    ----------   ----------   ----------    ----------
Total .......................   (1,851,479)  (1,349,437)   (1,708,826)  (3,832,800)    (546,586)     (436,846)
                                 ----------   ----------    ----------   ----------   ----------    ----------
Increase (decrease) 
  in shares .................      203,340    1,475,190       227,021   (1,778,387)     300,891       504,635
                                 ==========   ==========    ==========   ==========   ==========    ==========

</TABLE>



54
<PAGE>

===============================================================================

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

<TABLE>
<CAPTION>

                                    New York Series              Ohio Series              Oregon Series
                                 -----------------------    -----------------------   ------------------------
                                       Year ended                 Year ended                Year ended
                                      September 30               September 30              September 30
                                 -----------------------    -----------------------   ------------------------
                                    1994         1993          1994         1993         1994          1993
                                 ----------   ----------    ----------   ----------   ----------    ----------
<S>                                <C>        <C>           <C>          <C>            <C>         <C>      
Sale of shares:
  Class A ...................      644,155    1,372,502     1,140,889    1,686,630      973,723     1,770,692
  Class D ...................       61,053           --        40,208           --      118,176            --
Shares issued in 
  payment of dividends:
  Class A ...................      345,368      350,840       738,057      732,932      258,985       232,068
  Class D ...................        1,014           --           718           --        1,057            --
Exchanged from
  associated Funds:
  Class A ...................       89,847      273,633        86,706      192,626       56,640        33,804
  Class D ...................           --           --            --           --           --            --
Shares issued in
  payment of gain 
  distributions--Class A ....      230,141      136,184       332,776      127,648       47,000            --
                                 ----------   ----------    ----------   ----------   ----------    ----------
Total .......................    1,371,578    2,133,159     2,339,354    2,739,836    1,455,581     2,036,564
                                 ----------   ----------    ----------   ----------   ----------    ----------
Shares repurchased:
  Class A ...................   (1,153,513)  (1,257,609)   (1,984,770)  (1,287,898)    (814,995)     (709,864)
  Class D ...................           --           --            --           --       (5,414)           --
Exchanged into 
  associated Funds:
  Class A ...................     (264,593)    (309,975)     (276,088)    (368,114)    (143,668)      (62,206)
  Class D ...................           --           --            --           --         (264)           --
                                 ----------   ----------    ----------   ----------   ----------    ----------
Total .......................   (1,418,106)  (1,567,584)   (2,260,858)  (1,656,012)    (964,341)     (772,070)
                                 ----------   ----------    ----------   ----------   ----------    ----------
Increase (decrease) 
  in shares .................      (46,528)     565,575        78,496    1,083,824      491,240     1,264,494
                                 ==========   ==========    ==========   ==========   ==========    ==========

</TABLE>



<TABLE>
<CAPTION>

                                  South Carolina Series
                                 -----------------------
                                       Year ended
                                      September 30
                                 -----------------------
                                    1994         1993
                                 ----------   ----------
<S>                              <C>          <C>      
Sale of shares:
  Class A ...................    2,596,435    4,631,206
  Class D ...................      194,659           --
Shares issued in
  payment of dividends:
  Class A ...................      455,988      391,455
  Class D ...................        2,743           --
Exchanged from
  associated Funds:
  Class A ...................       27,515       63,043
  Class D ...................        5,929           --
Shares issued in
  payment of gain 
  distributions--Class A ....      164,253       19,965
                                 ----------   ----------
Total .......................    3,447,522    5,105,669
                                 ----------   ----------
Shares repurchased:
  Class A ...................   (2,031,384)  (1,235,432)
  Class D ...................       (8,567)          --
Exchanged into 
  associated Funds:
  Class A ...................     (249,202)     (76,136)
  Class D ...................         (516)          --
                                 ----------   ----------
Total .......................   (2,289,669)  (1,311,568)
                                 ----------   ----------
Increase in shares ..........    1,157,853    3,794,101
                                 ==========   ==========

</TABLE>



                                                                              55
<PAGE>

===============================================================================
Financial Highlights
- -------------------------------------------------------------------------------

The Fund's financial highlights are presented below. The per share operating
performance data is designed to allow investors to trace the operating
performance, on a per share basis, from the Fund's beginning net asset value to
the ending net asset value so that they may understand what effect the
individual items have on their investment assuming it was held throughout the
period. Generally, the per share amounts are derived by converting the actual
dollar amounts incurred for each item as disclosed in the financial statements
to their equivalent per share amounts using average shares outstanding. The
total return based on net asset value measures the Fund's performance assuming
investors purchased Fund shares at net asset value as of the beginning of the
period, reinvested dividends and capital gains paid at net asset value, and then
sold their shares at the net asset value per share on the last day of the
period. The total return computations do not reflect any sales charges investors
may incur in purchasing or selling shares of the Fund. The total returns for
periods of less than one year are not annualized.


<TABLE>
<CAPTION>

                                                                     Net       Increase
                                       Net Asset                 Realized &   (Decrease)
                                       Value at       Net        Unrealized      from       Dividends
Per Share Operating                    Beginning   Investment    Investment   Investment     Paid or
  Performance:                         of Period     Income*     Gain (Loss)  Operations    Declared
- -------------------                    ---------   ----------    -----------  ----------    --------
<S>                                      <C>          <C>          <C>          <C>          <C>    
Class A shares:
National Series
Year ended 9/30/94                       $8.72        $0.41        ($1.04)      ($0.63)      ($0.41)
Year ended 9/30/93                        8.07         0.45          0.78         1.23        (0.45)
Year ended 9/30/92                        7.90         0.48          0.20         0.68        (0.48)
Year ended 9/30/91                        7.44         0.49          0.54         1.03        (0.49)
Year ended 9/30/90                        7.73         0.51         (0.19)        0.32        (0.51)

Colorado Series
Year ended 9/30/94                        7.76         0.37         (0.59)       (0.22)       (0.37)
Year ended 9/30/93                        7.34         0.39          0.49         0.88        (0.39)
Year ended 9/30/92                        7.22         0.42          0.12         0.54        (0.42)
Year ended 9/30/91                        6.91         0.44          0.31         0.75        (0.44)
Year ended 9/30/90                        7.06         0.46         (0.15)        0.31        (0.46)

Georgia Series
Year ended 9/30/94                        8.43         0.41         (0.86)       (0.45)       (0.41)
Year ended 9/30/93                        7.85         0.43          0.62         1.05        (0.43)
Year ended 9/30/92                        7.63         0.46          0.25         0.71        (0.46)
Year ended 9/30/91                        7.18         0.47          0.46         0.93        (0.47)
Year ended 9/30/90                        7.30         0.48         (0.10)        0.38        (0.48)

Louisiana Series
Year ended 9/30/94                        8.79         0.44         (0.77)       (0.33)       (0.44)
Year ended 9/30/93                        8.38         0.46          0.51         0.97        (0.46)
Year ended 9/30/92                        8.18         0.49          0.24         0.73        (0.49)
Year ended 9/30/91                        7.70         0.50          0.50         1.00        (0.50)
Year ended 9/30/90                        7.88         0.52         (0.12)        0.40        (0.52)

Maryland Series
Year ended 9/30/94                        8.64         0.42         (0.76)       (0.34)       (0.42)
Year ended 9/30/93                        8.15         0.44          0.59         1.03        (0.44)
Year ended 9/30/92                        7.94         0.46          0.24         0.70        (0.46)
Year ended 9/30/91                        7.45         0.47          0.49         0.96        (0.47)
Year ended 9/30/90                        7.59         0.48         (0.14)        0.34        (0.48)

Massachusetts Series
Year ended 9/30/94                        8.54         0.44         (0.67)       (0.23)       (0.44)
Year ended 9/30/93                        8.06         0.47          0.55         1.02        (0.47)
Year ended 9/30/92                        7.86         0.49          0.24         0.73        (0.49)
Year ended 9/30/91                        7.26         0.50          0.62         1.12        (0.50)
Year ended 9/30/90                        7.65         0.50         (0.31)        0.19        (0.50)

Michigan Series
Year ended 9/30/94                        9.08         0.46         (0.71)       (0.25)       (0.46)
Year ended 9/30/93                        8.68         0.47          0.59         1.06        (0.47)
Year ended 9/30/92                        8.38         0.50          0.35         0.85        (0.50)
Year ended 9/30/91                        7.89         0.51          0.51         1.02        (0.51)
Year ended 9/30/90                        8.14         0.52         (0.16)        0.36        (0.52)


</TABLE>


<TABLE>
<CAPTION>


                                     Distributions  Net Increase   Net Asset   Total Return   Ratio of
                                          from     (Decrease) in    Value at     Based on    Expenses to
Per Share Operating                     Net Gain     Net Asset        End        Net Asset    Average
  Performance:                          Realized       Value       of Period       Value     Net Assets*
- -------------------                  -------------  ------------   ---------   ------------  -----------
<S>                                      <C>          <C>            <C>          <C>           <C>  
National Series
Year ended 9/30/94                       ($0.50)      ($1.54)        $7.18        (7.83)%       0.85%
Year ended 9/30/93                        (0.13)        0.65          8.72        16.00         0.86
Year ended 9/30/92                        (0.03)        0.17          8.07         8.84         0.77
Year ended 9/30/91                        (0.08)        0.46          7.90        14.24         0.80
Year ended 9/30/90                        (0.10)       (0.29)         7.44         4.10         0.78

Colorado Series
Year ended 9/30/94                        (0.08)       (0.67)         7.09        (2.92)        0.86
Year ended 9/30/93                        (0.07)        0.42          7.76        12.54         0.90
Year ended 9/30/92                           --         0.12          7.34         7.74         0.81
Year ended 9/30/91                           --         0.31          7.22        11.15         0.84
Year ended 9/30/90                           --        (0.15)         6.91         4.38         0.85

Georgia Series
Year ended 9/30/94                        (0.09)       (0.95)         7.48        (5.52)        0.73
Year ended 9/30/93                        (0.04)        0.58          8.43        13.96         0.63
Year ended 9/30/92                        (0.03)        0.22          7.85         9.64         0.47
Year ended 9/30/91                        (0.01)        0.45          7.63        13.30         0.59
Year ended 9/30/90                        (0.02)       (0.12)         7.18         5.19         0.53

Louisiana Series
Year ended 9/30/94                        (0.08)       (0.85)         7.94        (3.83)        0.87
Year ended 9/30/93                        (0.10)        0.41          8.79        12.10         0.87
Year ended 9/30/92                        (0.04)        0.20          8.38         9.13         0.80
Year ended 9/30/91                        (0.02)        0.48          8.18        13.49         0.83
Year ended 9/30/90                        (0.06)       (0.18)         7.70         5.20         0.81

Maryland Series
Year ended 9/30/94                        (0.17)       (0.93)         7.71        (4.08)        0.92
Year ended 9/30/93                        (0.10)        0.49          8.64        13.23         0.97
Year ended 9/30/92                        (0.03)        0.21          8.15         9.15         0.86
Year ended 9/30/91                           --         0.49          7.94        13.26         0.88
Year ended 9/30/90                           --        (0.14)         7.45         4.47         0.87

Massachusetts Series
Year ended 9/30/94                        (0.21)       (0.88)         7.66        (2.94)        0.85
Year ended 9/30/93                        (0.07)        0.48          8.54        13.18         0.88
Year ended 9/30/92                        (0.04)        0.20          8.06         9.75         0.77
Year ended 9/30/91                        (0.02)        0.60          7.86        15.84         0.83
Year ended 9/30/90                        (0.08)       (0.39)         7.26         2.48         0.79

Michigan Series
Year ended 9/30/94                        (0.09)       (0.80)         8.28        (2.90)        0.84
Year ended 9/30/93                        (0.19)        0.40          9.08        12.97         0.83
Year ended 9/30/92                        (0.05)        0.30          8.68        10.55         0.76
Year ended 9/30/91                        (0.02)        0.49          8.38        13.34         0.80
Year ended 9/30/90                        (0.09)       (0.25)         7.89         4.57         0.80


</TABLE>

<TABLE>
<CAPTION>

                                                                                                              Adjusted
                                       Ratio of Net                                              Adjusted     Ratio of
                                        Investment               Net Assets      Adjusted Net    Ratio of  Net Investment
                                          Income                  at End of       Investment   Expenses to     Income
Per Share Operating                     to Average    Portfolio    Period           Income     Average Net   to Average
  Performance:                          Net Assets*   Turnover  (000's omitted)    Per Share*     Assets*     Net Assets*
- -------------------                    ------------   --------- ---------------  ------------  ----------- --------------
<S>                                        <C>         <C>          <C>              <C>           <C>           <C>  
National Series
Year ended 9/30/94                         5.30%       24.86%     $111,374
Year ended 9/30/93                         5.49        72.68       136,394
Year ended 9/30/92                         6.02        63.99       132,130
Year ended 9/30/91                         6.35        71.67       136,326
Year ended 9/30/90                         6.64        55.01       133,412

Colorado Series
Year ended 9/30/94                         5.06        10.07        58,197
Year ended 9/30/93                         5.21        14.09        67,912
Year ended 9/30/92                         5.81        23.22        64,900
Year ended 9/30/91                         6.19        14.60        64,310
Year ended 9/30/90                         6.47        31.89        63,173

Georgia Series
Year ended 9/30/94                         5.21        19.34        61,466           $0.40         0.93%         5.01%
Year ended 9/30/93                         5.34        12.45        64,650            0.40         0.93          5.04
Year ended 9/30/92                         5.95        10.24        44,585            0.43         0.87          5.55
Year ended 9/30/91                         6.30         6.07        28,317            0.43         1.09          5.80
Year ended 9/30/90                         6.53         5.83        19,002            0.44         1.03          6.03

Louisiana Series
Year ended 9/30/94                         5.31        17.16        61,441
Year ended 9/30/93                         5.40         9.21        67,529
Year ended 9/30/92                         5.89        25.45        57,931
Year ended 9/30/91                         6.31        20.85        50,089
Year ended 9/30/90                         6.62        31.54        43,475

Maryland Series
Year ended 9/30/94                         5.17        17.68        57,263
Year ended 9/30/93                         5.28        14.10        64,472
Year ended 9/30/92                         5.76        29.57        57,208
Year ended 9/30/91                         6.09        18.84        54,068
Year ended 9/30/90                         6.26        16.50        47,283

Massachusetts Series
Year ended 9/30/94                         5.46        12.44       120,149
Year ended 9/30/93                         5.65        20.66       139,504
Year ended 9/30/92                         6.27        27.92       128,334
Year ended 9/30/91                         6.64        14.37       118,022
Year ended 9/30/90                         6.66        19.26       110,246

Michigan Series
Year ended 9/30/94                         5.32        10.06       151,095
Year ended 9/30/93                         5.41         6.33       164,638
Year ended 9/30/92                         5.93        32.12       144,524
Year ended 9/30/91                         6.28        22.81       129,004
Year ended 9/30/90                         6.47        26.36       112,689

</TABLE>

- ------------
See page 58 for footnotes.
See notes to financial statements.



                                       56 & 57
<PAGE>


===============================================================================
Financial Highlights (continued)
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                     Net       Increase
                                       Net Asset                 Realized &   (Decrease)
                                       Value at       Net        Unrealized      from       Dividends
Per Share Operating                    Beginning   Investment    Investment   Investment     Paid or
  Performance:                         of Period     Income*     Gain (Loss)  Operations    Declared
- -------------------                    ---------   ----------    -----------  ----------    --------
<S>                                      <C>          <C>          <C>          <C>          <C>    

Minnesota Series
Year ended 9/30/94                       $8.28        $0.45        ($0.44)      ($0.01)      ($0.45)
Year ended 9/30/93                        7.89         0.47          0.51         0.98        (0.47)
Year ended 9/30/92                        7.81         0.49          0.09         0.58        (0.49)
Year ended 9/30/91                        7.49         0.49          0.32         0.81        (0.49)
Year ended 9/30/90                        7.60         0.49         (0.06)        0.43        (0.49)

Missouri Series
Year ended 9/30/94                        8.31         0.40         (0.79)       (0.39)       (0.40)
Year ended 9/30/93                        7.80         0.42          0.57         0.99        (0.42)
Year ended 9/30/92                        7.72         0.44          0.15         0.59        (0.44)
Year ended 9/30/91                        7.22         0.46          0.50         0.96        (0.46)
Year ended 9/30/90                        7.28         0.45         (0.06)        0.39        (0.45)

New York Series
Year ended 9/30/94                        8.75         0.43         (0.88)       (0.45)       (0.43)
Year ended 9/30/93                        8.13         0.45          0.74         1.19        (0.45)
Year ended 9/30/92                        7.94         0.49          0.26         0.75        (0.49)
Year ended 9/30/91                        7.40         0.50          0.54         1.04        (0.50)
Year ended 9/30/90                        7.71         0.51         (0.26)        0.25        (0.51)

Ohio Series
Year ended 9/30/94                        8.77         0.44         (0.70)       (0.26)       (0.44)
Year ended 9/30/93                        8.28         0.46          0.56         1.02        (0.46)
Year ended 9/30/92                        8.06         0.49          0.26         0.75        (0.49)
Year ended 9/30/91                        7.62         0.51          0.45         0.96        (0.51)
Year ended 9/30/90                        7.80         0.52         (0.08)        0.44        (0.52)

Oregon Series
Year ended 9/30/94                        8.08         0.40         (0.59)       (0.19)       (0.40)
Year ended 9/30/93                        7.60         0.42          0.48         0.90        (0.42)
Year ended 9/30/92                        7.42         0.42          0.18         0.60        (0.42)
Year ended 9/30/91                        6.96         0.44          0.46         0.90        (0.44)
Year ended 9/30/90                        7.05         0.44         (0.09)        0.35        (0.44)

South Carolina Series
Year ended 9/30/94                        8.52         0.41         (0.79)       (0.38)       (0.41)
Year ended 9/30/93                        8.00         0.43          0.54         0.97        (0.43)
Year ended 9/30/92                        7.71         0.45          0.31         0.76        (0.45)
Year ended 9/30/91                        7.23         0.46          0.52         0.98        (0.46)
Year ended 9/30/90                        7.37         0.48         (0.14)        0.34        (0.48)


Class D shares:
  2/1/94** to 9/30/94
National Series                           8.20         0.22         (1.02)       (0.80)       (0.22)
Colorado Series                           7.72         0.20         (0.63)       (0.43)       (0.20)
Georgia Series                            8.33         0.22         (0.84)       (0.62)       (0.22)
Louisiana Series                          8.73         0.24         (0.79)       (0.55)       (0.24)
Maryland Series                           8.46         0.23         (0.74)       (0.51)       (0.23)
Massachusetts Series                      8.33         0.24         (0.67)       (0.43)       (0.24)
Michigan Series                           9.01         0.25         (0.73)       (0.48)       (0.25)
Minnesota Series                          8.22         0.25         (0.49)       (0.24)       (0.25)
Missouri Series                           8.20         0.22         (0.79)       (0.57)       (0.22)
New York Series                           8.55         0.23         (0.88)       (0.65)       (0.23)
Ohio Series                               8.61         0.24         (0.69)       (0.45)       (0.24) 
Oregon Series                             8.02         0.22         (0.59)       (0.37)       (0.22)
South Carolina Series                     8.42         0.22         (0.81)       (0.59)       (0.22)

</TABLE>

<TABLE>
<CAPTION>


                                     Distributions  Net Increase   Net Asset   Total Return   Ratio of
                                          from     (Decrease) in    Value at     Based on    Expenses to
Per Share Operating                     Net Gain     Net Asset        End        Net Asset    Average
  Performance:                          Realized       Value       of Period       Value     Net Assets*
- -------------------                  -------------  ------------   ---------   ------------  -----------
<S>                                      <C>          <C>            <C>          <C>           <C>  
Minnesota Series
Year ended 9/30/94                       ($0.12)      ($0.56)        $7.72         0.12%        0.85%
Year ended 9/30/93                        (0.12)        0.39          8.28        13.06         0.90
Year ended 9/30/92                        (0.01)        0.08          7.89         7.71         0.80
Year ended 9/30/91                           --         0.32          7.81        11.10         0.80
Year ended 9/30/90                        (0.05)       (0.11)         7.49         5.79         0.81

Missouri Series
Year ended 9/30/94                        (0.11)       (0.90)         7.41        (4.85)        0.74
Year ended 9/30/93                        (0.06)        0.51          8.31        13.17         0.71
Year ended 9/30/92                        (0.07)        0.08          7.80         7.87         0.83
Year ended 9/30/91                           --         0.50          7.72        13.61         0.88
Year ended 9/30/90                           --        (0.06)         7.22         5.47         0.84

New York Series
Year ended 9/30/94                        (0.20)       (1.08)         7.67        (5.37)        0.87
Year ended 9/30/93                        (0.12)        0.62          8.75        15.26         0.94
Year ended 9/30/92                        (0.07)        0.19          8.13         9.80         0.79
Year ended 9/30/91                           --         0.54          7.94        14.56         0.80
Year ended 9/30/90                        (0.05)       (0.31)         7.40         3.19         0.79

Ohio Series
Year ended 9/30/94                        (0.17)       (0.87)         7.90        (3.08)        0.84
Year ended 9/30/93                        (0.07)        0.49          8.77        12.81         0.85
Year ended 9/30/92                        (0.04)        0.22          8.28         9.68         0.75
Year ended 9/30/91                        (0.01)        0.44          8.06        12.96         0.77
Year ended 9/30/90                        (0.10)       (0.18)         7.62         5.70         0.77

Oregon Series
Year ended 9/30/94                        (0.06)       (0.65)         7.43        (2.38)        0.78
Year ended 9/30/93                           --         0.48          8.08        12.21         0.78
Year ended 9/30/92                           --         0.18          7.60         8.35         0.68
Year ended 9/30/91                           --         0.46          7.42        13.25         0.71
Year ended 9/30/90                           --        (0.09)         6.96         4.99         0.72

South Carolina Series
Year ended 9/30/94                        (0.12)       (0.91)         7.61        (4.61)        0.83
Year ended 9/30/93                        (0.02)        0.52          8.52        12.52         0.85
Year ended 9/30/92                        (0.02)        0.29          8.00        10.08         0.81
Year ended 9/30/91                        (0.04)        0.48          7.71        13.95         0.81
Year ended 9/30/90                           --        (0.14)         7.23         4.48         0.73


Class D shares:
  2/1/94** to 9/30/94
National Series                              --        (1.02)         7.18        (9.96)        1.76+       
Colorado Series                              --        (0.63)         7.09        (5.73)        1.78+       
Georgia Series                               --        (0.84)         7.49        (7.57)        1.76+       
Louisiana Series                             --        (0.79)         7.94        (6.45)        1.78+       
Maryland Series                              --        (0.74)         7.72        (6.21)        1.80+       
Massachusetts Series                         --        (0.67)         7.66        (5.34)        1.78+       
Michigan Series                              --        (0.73)         8.28        (5.47)        1.75+       
Minnesota Series                             --        (0.49)         7.73        (3.08)        1.74+       
Missouri Series                              --        (0.79)         7.41        (7.16)        1.70+       
New York Series                              --        (0.88)         7.67        (7.73)        1.81+       
Ohio Series                                  --        (0.69)         7.92        (5.36)        1.78+
Oregon Series                                --        (0.59)         7.43        (4.76)        1.72+       
South Carolina Series                        --        (0.81)         7.61        (7.14)        1.74+       


</TABLE>

<TABLE>
<CAPTION>
                                                                                                              Adjusted
                                       Ratio of Net                                              Adjusted     Ratio of
                                        Investment               Net Assets      Adjusted Net    Ratio of  Net Investment
                                          Income                  at End of       Investment   Expenses to     Income
Per Share Operating                     to Average    Portfolio    Period           Income     Average Net   to Average
  Performance:                          Net Assets*   Turnover  (000's omitted)    Per Share*     Assets*     Net Assets*
- -------------------                    ------------   --------- ---------------  ------------  ----------- --------------
<S>                                       <C>         <C>          <C>              <C>           <C>           <C>  
Minnesota Series
Year ended 9/30/94                        5.70%        3.30%       $134,990
Year ended 9/30/93                        5.89         5.73         144,600
Year ended 9/30/92                        6.29        12.08         151,922
Year ended 9/30/91                        6.28         2.61         182,979
Year ended 9/30/90                        6.40        12.10         160,930

Missouri Series
Year ended 9/30/94                        5.18        14.33          52,621         $0.39         0.88%         5.04%
Year ended 9/30/93                        5.29        17.03          56,861          0.41         0.91          5.09
Year ended 9/30/92                        5.71        18.80          49,459
Year ended 9/30/91                        6.10        16.30          47,659
Year ended 9/30/90                        6.20        30.46          50,875

New York Series
Year ended 9/30/94                        5.31        28.19          90,914
Year ended 9/30/93                        5.37        27.90         104,685
Year ended 9/30/92                        6.09        42.90          92,681
Year ended 9/30/91                        6.57        44.57          83,684
Year ended 9/30/90                        6.65        32.14          77,766

Ohio Series
Year ended 9/30/94                        5.34         9.37         171,469
Year ended 9/30/93                        5.44        30.68         190,083
Year ended 9/30/92                        6.02         7.15         170,427
Year ended 9/30/91                        6.42        13.95         156,179
Year ended 9/30/90                        6.63        16.05         136,251

Oregon Series
Year ended 9/30/94                        5.20         9.43          59,884          0.39         0.89          5.09
Year ended 9/30/93                        5.35         8.08          62,095          0.41         0.93          5.20
Year ended 9/30/92                        5.63         0.21          48,797          0.42         0.83          5.48
Year ended 9/30/91                        6.06         7.60          39,350          0.42         0.91          5.86
Year ended 9/30/90                        6.17         4.09          32,221          0.42         0.93          5.96

South Carolina Series
Year ended 9/30/94                        5.12         1.81         115,133
Year ended 9/30/93                        5.19        17.69         120,589
Year ended 9/30/92                        5.71         3.37          82,882
Year ended 9/30/91                        6.14         9.05          63,863          0.45         0.91          6.04
Year ended 9/30/90                        6.47        15.26          49,234          0.47         0.84          6.35


Class D shares:
  2/1/94** to 9/30/94

National Series                           4.37+       24.86++           446
Colorado Series                           4.05+       10.07++            96
Georgia Series                            4.28+       19.34++           849          0.21         1.90+         4.15+       
Louisiana Series                          4.33+       17.16++           704
Maryland Series                           4.26+       17.68++           424
Massachusetts Series                      4.52+       12.44++         1,099
Michigan Series                           4.40+       10.06++           671
Minnesota Series                          4.68+        3.30++         1,649
Missouri Series                           4.27+       14.33++           350          0.22         1.80+         4.17+       
New York Series                           4.39+       28.19++           476
Ohio Series                               4.41+        9.37++           324
Oregon Series                             4.32+        9.43++           843          0.22         1.82+         4.22+       
South Carolina Series                     4.29+        1.81++         1,478



</TABLE>


- ----------------
 * During the periods stated, the Manager, at its discretion, waived all or
   portions of its fees for the Georgia, Missouri, Oregon, and South Carolina
   Series. The adjusted net investment income per share and adjusted ratios
   reflect what the results would have been had the Manager not waived its fees.

** Commencement of offering of Class D shares.

 + Annualized.

++ For the year ended 9/30/94.

See page 58 for footnotes.

See notes to financial statements.



                                     58 & 59
<PAGE>

===============================================================================
Report of Independent Auditors
- -------------------------------------------------------------------------------

The Board of Directors and Shareholders,
Seligman Tax-Exempt Fund Series, Inc.:

We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of the National, Colorado, Georgia, Louisiana,
Maryland, Massachusetts, Michigan, Minnesota, Missouri, New York, Ohio, Oregon
and South Carolina Series of Seligman Tax-Exempt Fund Series, Inc. as of
September 30, 1994, the related statements of operations for the year then ended
and of changes in net assets for the each of the years in the two-year period
then ended, and the financial highlights for each of the periods presented.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
September 30, 1994 by correspondence with the Fund's custodian. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of each Series of
Seligman Tax-Exempt Fund Series, Inc. as of September 30, 1994, the results of
their operations, the changes in their net assets, and the financial highlights
for the respective stated periods, in conformity with generally accepted
accounting principles.



DELOITTE & TOUCHE LLP
New York, New York
October 28, 1994



60
<PAGE>





                     (This page intentionally left blank.)





                                                                              61



<PAGE>

===============================================================================
Board of Directors
- -------------------------------------------------------------------------------

Fred E. Brown
Director and Consultant,
   J. & W. Seligman & Co. Incorporated

Alice S. Ilchman 3
President, Sarah Lawrence College
Trustee, Committee for Economic Development
Director, NYNEX
Trustee, The Rockefeller Foundation

John E. Merow
Chairman and Senior Partner,
   Sullivan & Cromwell, Attorneys

Betsy S. Michel 2
Director or Trustee,
   Various Organizations

William C. Morris 1
Chairman
Chairman of the Board and President,
   J. & W. Seligman & Co. Incorporated
Chairman, Carbo Ceramics Inc.
Director, Daniel Industries, Inc.
Director, Kerr-McGee Corporation

Douglas R. Nichols, Jr. 2
Management Consultant

James C. Pitney 3
Partner, Pitney, Hardin, Kipp & Szuch, Attorneys
Director, Public Service Enterprise Group

James Q. Riordan 3
Director, The Brooklyn Union Gas Company
Trustee, Committee for Economic Development
Director, Dow Jones & Co., Inc.
Director, Public Broadcasting Service

Herman J. Schmidt 2
Director, H.J. Heinz Company
Director, HON Industries, Inc.
Director, MAPCO, Inc.

Ronald T. Schroeder 1
President
Managing Director, J. & W. Seligman & Co. Incorporated

Robert L. Shafer 3
Vice President, Pfizer Inc.
Director, USLIFE Corporation

James N. Whitson 2
Executive Vice President and Director, Sammons Enterprises, Inc.
Director, C-SPAN

Brian T. Zino 1
Managing Director, J. & W. Seligman & Co. Incorporated

- ------------
Member:
1 Executive Committee
2 Audit Committee
3 Director Nominating Committee



62
<PAGE>


===============================================================================
Executive Officers
- -------------------------------------------------------------------------------

William C. Morris
Chairman

Ronald T. Schroeder
President

Thomas G. Moles
Vice President

Lawrence P. Vogel
Vice President

Thomas G. Rose
Treasurer

Frank J. Nasta
Secretary

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


Manager
J. & W. Seligman & Co.
   Incorporated
100 Park Avenue
New York, NY 10017

General Counsel
Sullivan & Cromwell

Independent Auditors
Deloitte & Touche LLP

General Distributor
Seligman Financial Services, Inc.
100 Park Avenue
New York, NY 10017

Shareholder Service Agent
Seligman Data Corp. (formerly
   Union Data Service Center, Inc.)
100 Park Avenue
New York, NY 10017

Important Telephone Numbers
(800) 221-2450 Shareholder Services

(800) 622-4597 24-Hour Automated
               Telephone
               Access Service



                                                                              63
<PAGE>


                     Seligman Financial Services, Inc.
                              an affiliate of

                             (LOGO GOES HERE)

                          J. & W. Seligman & Co.
                               Incorporated
                             Established 1864
                   100 Park Avenue, New York, NY  10017
                                     
                                     
                                     
                                     
This report is intended only for the information of shareholders or those who
have received the offering prospectus covering shares of Capital Stock of
Seligman Tax-Exempt Fund Series, Inc., which contains information about the
sales charges, management fee, and other costs. Please read the prospectus
carefully before investing or sending money.

                                                             TEA2 9/94
    


<PAGE>


PART C.   OTHER INFORMATION

   
Item 24.  Financial Statements and Exhibits

Part A -  Financial  Highlights for Class A shares for the ten year period ended
          September  30, 1994 or from  commencements  of operations to September
          30,  1994.  
          Financial  Highlights  for  Class  D  shares  for  the  period  2/1/94
          (commencement of offering) to September 30, 1994.

Part B -  Required Financial Statements are included in the Fund's Annual Report
          to  shareholders,  dated September 30, 1994, which are incorporated by
          reference in the Statement of Additional Information.  These Financial
          Statements  are:  Portfolios of  Investments as of September 30, 1994;
          Statements  of  Assets  and  Liabilities  as of  September  30,  1994;
          Statements of Operations for year ended September 30, 1994; Statements
          of Changes in Net Assets for the years  ended  September  30, 1994 and
          September  30,  1993;   Notes  to  Financial   Statements;   Financial
          Highlights for the five years ended  September 30, 1994 for the Fund's
          Class A shares and for the period  2/1/94  (commencement  of offering)
          through  September 30, 1993 and for the year ended  September 30, 1994
          for the Fund's Class D shares; Report of Independent Auditors.

(b)       Exhibits:   Incorporated  by  Reference  from   Registrant's   initial
          Registration   Statement  and  amendments   filed  thereto  (File  No.
          2-86008).  All Exhibits  have been  previously  filed except  Exhibits
          marked with an asterisk (*) which are incorporated herein.

(1)       Articles Supplementary to Articles of Incorporation of Registrant.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 26 filed on November 30, 1993.)

(2)       By-Laws of the Registrant.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 26 filed on November 30, 1993.)

(4)       Specimen certificate of Capital Stock for Class D Shares.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 27 filed on January 31, 1994.)

(5)       Copy of New  Management  Agreement  between the Registrant and J. & W.
          Seligman & Co. Incorporated.
          (Incorporated by Refernce to Registrant's Post-Effective Amendment No.
          18 filed on February 1, 1989.)

(6a)      Copy of New  Distributing  Agreement  between  Registrant and Seligman
          Financial Services, Inc.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 25 filed on January 29, 1993.)

(6b)      Copy  of  Sales  Agreement  between  Dealers  and  Seligman  Financial
          Services, Inc.*.

(7)       Copy  of  Amended  Retirement  Income  Plan of J. & W.  Seligman & Co.
          Incorporated and Trust.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 24 filed on November 30, 1992.)

(7a)      Copy of Amended  Employees'  Thrift Plan of Union Data Service Center,
          Inc. and Trust.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 24 filed on November 30, 1992.)

(8)       Copy of Custodian Agreement between Registrant and Investors Fiduciary
          Trust Company.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 21 filed on November 30, 1990)

(10)      Opinion and Consent of Counsel.*

(11)      Consent of Independent Auditors.*

(13)      Purchase Agreement for Initial Capital for Class D shares.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 27 filed on January 31, 1994.)

(14)      Copy  of  Amended  Individual   Retirement  Account  Trust and Related
          Documents.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 24 filed on November 30, 1992.)

(14a)     Copy of  Amended  Comprehensive  Retirement  Plans for Money  Purchase
          and/or Prototype Profit Sharing Plan.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 24 filed on November 30, 1992.)
    

<PAGE>


   
PART C.  OTHER INFORMATION

(14b)     Copy of  Amended  Basic  Business  Retirement Plans for Money Purchase
          and/or Profit Sharing Plans.       
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 24 filed on November 30, 1992.)

(14c)     Copy of Amended 403(b)(7) Custodial Account Plan.
          (Incorporated  by Reference to Seligman  New Jersey  Tax-Exempt  Fund,
          Inc. Pre-Effective Amendment No. 1 filed on January 11, 1988.)

(14d)     Copy of Amended Simplified Employee Pension Plan (SEP).        
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 24 filed on November 30, 1992.)

(14e)     Copy of the  amended  J. & W.  Seligman  & Co.  Incorporated  (SARSEP)
          Salary    Reduction   and   Other   Elective    Simplified    Employee
          Pension-Individual  Retirement Accounts Contribution  Agreement (Under
          Section 408(k) of the Internal Revenue Code).
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 24 filed on November 30, 1992.)

(15)      Copy of amended  Administration, Shareholder Services and Distribution
          Plan and form of Agreement of the Registrant.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 26 filed on November 30, 1993.)

(16)      Schedule  for  Computation  of Tax  Equivalent  Yield and Schedule for
          Computation of each  Performance  Quotation  provided in  Registration
          Statement to Item 22.
          (Incorporated  by Reference to Registrant's  Post-Effective  Amendment
          No. 20 filed on February 1, 1990)
    

Item 25.  Persons Controlled by or Under Common Control with Registrant - None.

   
Item 26.  Number of Holders of Securities - As of December 31, 1994,  the number
          of record holders of each Series' Class A shares of the Registrant was
          as follows:

<TABLE>
<CAPTION>

                                                                                  Class A              Class D
                  Title of Series                                             Record Holders        Recordholders
                  ---------------                                             --------------        -------------
          <S>                                                                      <C>                  <C>
          National Tax-Exempt Series                                               2841                 25
          Colorado Tax-Exempt Series                                               1742                  6
          Georgia Tax-Exempt Series                                                1439                 31
          Louisiana Tax-Exempt Series                                              1143                  4
          Maryland Tax-Exempt Series                                               1800                 28
          Massachusetts Tax-Exempt Series                                          3014                 22
          Michigan Tax-Exempt Series                                               4107                 41
          Minnesota Tax-Exempt Series                                              4772                 60
          Missouri Tax-Exempt Series                                               1697                 14
          New York Tax-Exempt Series                                               1899                 20
          Ohio Tax-Exempt Series                                                   4557                 22
          Oregon Tax-Exempt Series                                                 1882                 49
          South Carolina Tax-Exempt Series                                         2760                 52
</TABLE>
    

Item 27.  Indemnification   -  Incorporated   by  Reference  from   Registrant's
          Registration Statement No. 2-86008 and Pre-Effective  Amendment Nos. 1
          and 2 thereto.

Item 28.  Business  and  Other  Connections  of  Investment  Adviser  - J.  & W.
          Seligman & Co. Incorporated,  a Delaware corporation  ("Manager"),  is
          the  Registrant's  investment  manager.  The  Manager  also  serves as
          investment manager to sixteen associated  investment  companies.  They
          are Seligman Capital Fund, Inc.,  Seligman Cash Management Fund, Inc.,
          Seligman  Common  Stock  Fund,  Inc.,   Seligman   Communications  and
          Information Fund, Inc.,  Seligman Frontier Fund, Inc., Seligman Growth
          Fund, Inc., Seligman Henderson Global Fund Series, Inc., Seligman High
          Income Fund Series,  Seligman Income Fund, Inc., Seligman  Portfolios,
          Inc., Seligman New Jersey Tax-Exempt Fund, Inc., Seligman Pennsylvania
          Tax-Exempt  Fund  Series,   Seligman  Quality  Municipal  Fund,  Inc.,
          Seligman Select Municipal Fund, Inc., Seligman Tax-Exempt Series Trust
          and Tri-Continental Corporation.



<PAGE>


PART C.  OTHER INFORMATION

   
Item 28.  The Manager has an investment advisory service division which provides
          investment  management or advice to private clients. The list required
          by this Item 28 of officers and  directors  of the  Manager,  together
          with  information as to any other  business,  profession,  vocation or
          employment  of a  substantial  nature  engaged in by such officers and
          directors  during the past two years,  is incorporated by reference to
          Schedules A and D or Form ADV,  filed by the  Manager  pursuant to the
          Investment  Advisers Act of 1940 (SEC File No.  801-5798) was filed on
          March 30, 1994.
    

Item 29.  Principal Underwriters

        (a) The names of each investment company (other than the Registrant) for
            which each principal underwriter currently  distributing  securities
            of the Registrant also acts as a principal underwriter, depositor or
            investment adviser follow:

            Seligman  Capital Fund,  Inc.,  Seligman Cash Management Fund, Inc.,
            Seligman  Common  Stock  Fund,  Inc.,  Seligman  Communications  and
            Information  Fund,  Inc.,  Seligman  Frontier Fund,  Inc.,  Seligman
            Growth Fund,  Inc.,  Seligman  Henderson  Global Fund Series,  Inc.,
            Seligman  High  Income  Fund,  Inc.,  Seligman  Income  Fund,  Inc.,
            Seligman  Portfolios,  Inc.,  Seligman New Jersey  Tax-Exempt  Fund,
            Inc.,  Seligman  Pennsylvania   Tax-Exempt  Fund  Series,   Seligman
            Tax-Exempt Series Trust.

        (b)  Name  of each  director,  officer  or  partner  of  each  principal
underwriter named in the answer to Item 21 of Part II:
<TABLE>
<CAPTION>

   
                                               Seligman Financial Services, Inc.
                                                     As of January 3, 1995

                 (1)                                         (2)                                             (3)
         Name and Principal                         Positions and Offices                           Positions and Offices
          Business Address                            with Underwriter                                 with Registrant
         ------------------                         ---------------------                           ---------------------
         <S>                                           <C>                                         <C>
         William C. Morris*                            Director                                    Chairman of the Board and
                                                                                                   Chief Executive Officer
         Ronald T. Schroeder*                          Director                                    President and Director
         Fred E. Brown*                                Director                                    Director
         Michael J. Del Priore*                        Director                                    None
         William H. Hazen*                             Director                                    None
         Thomas G. Moles*                              Director                                    None
         David F. Stein*                               Director                                    None
         David Watts*                                  Director                                    None
         Brian T. Zino*                                Director                                    Director
         Stephen J. Hodgdon*                           President                                   None
         Lynda M. Soleim*                              Regional Vice President                     None
         14074 Rue St. Raphael Street
         Del Mar, CA  92014
         Gerald I. Cetrulo, III                        Vice President and Regional                 None
         140 West Parkway                              Sales Manager
         Pompton Plains, NJ  07444
         D. Ian Valentine                              Vice President and                          None
         307 Braehead Drive                            Regional Sales Manager
         Fredericksburg, VA  22401
         Andrew Veasey                                 Regional Vice President                     None
         40 Goshawk Court
         Voorhees, NJ  08043
         Kelli A. Wirth                                Regional Vice President                     None
         8618 Hornwood Court
         Charlotte, NC  28215
         Judith L. Lyon                                Regional Vice President                     None
         8384-H Roswell Road NE
         Atlanta, GA  30350
         David Meyncke                                 Regional Vice President                     None
         4718 Orange Grove Way
         Palm Harbor, FL  34684
</TABLE>
    


<PAGE>


PART C. OTHER INFORMATION
<TABLE>
<CAPTION>

   
                                               Seligman Financial Services, Inc.
                                                     As of January 3, 1995

                 (1)                                         (2)                                             (3)
         Name and Principal                         Positions and Offices                           Positions and Offices
          Business Address                            with Underwriter                                 with Registrant
         ------------------                         ---------------------                           ---------------------
         <S>                                           <C>                                         <C>
         Bradley F. Hanson                             Vice President and                          None
         9707 Xylon Court                              Regional Sales Manager
         Bloomington, MN  55438
         Melinda Nawn                                  Regional Vice President                     None
         5850 Squire Hill Court
         Cincinnati, OH  45241
         Randy D. Lierman                              Regional Vice President                     None
         2627 R.D. Mize Road
         Independence, MO  64057
         Bradley W. Larson                             Vice President and                          None
         367 Bryan Drive                               Regional Sales Manager
         Danville, CA  94526
         Herb W. Morgan                                Regional Vice President                     None
         11308 Monticook Court
         San Diego, CA  92127
         Robert H. Ruhm                                Regional Vice President                     None
         167 Derby Street
         Melrose, MA  02176
         Todd Volkman                                  Regional Vice President                     None
         4650 Cole Avenue, #216
         Dallas, TX  75205
         Brad Davis                                    Regional Vice President                     None
         255 4th Avenue, #2
         Kirkland, WA  98033
         Bruce Tuckey                                  Regional Vice President                     None
         316 Woodedge Drive
         Bloomfield, MI  48304
         Susan Gutterud                                Regional Vice President                     None
         820 Humboldt, #6
         Denver, CO  80218
         Lawrence P. Vogel*                            Senior Vice President - Finance             Vice President
         Helen Simon*                                  Vice President                              None
         Marsha E. Jacoby*                             Vice President, National Accounts           None
                                                       Manager
         Vito Graziano*                                Assistant Secretary                         Assistant Secretary
         William W. Johnson*                           Vice President, Order Desk                  None
         Frank P. Marino*                              Assistant Vice President, Mutual
                                                       Fund Product Manager                        None
         Aurelia Lacsamana*                            Treasurer                                   None
</TABLE>

*    The principal address of each of these directors and/or officers is 100
     Park Avenue, New York, NY 10017

Item 30.  Location of Accounts and Records

          Custodian:       Investors Fiduciary Trust Company
                           127 West 10th Street
                           Kansas City, MO  64105 and
                           Seligman Tax-Exempt Fund Series, Inc..
                           100 Park Avenue
                           New York, NY  10017
    



<PAGE>



PART C. OTHER INFORMATION

   
Item 31.  Management  Services - Seligman Data Corp.  ("SDC"),  the Registrant's
          shareholder  service  agent,  has an  agreement  with The  Shareholder
          Services  Group  ("TSSG")  pursuant  to  which  TSSG  provides  a data
          processing system for certain shareholder accounting and recordkeeping
          functions  performed by SDC,  which  commenced  in July 1990.  For the
          fiscal year ended September 30, 1994 and 1993, the approximate cost of
          these services for each Series was:

<TABLE>
<CAPTION>
                                                                              1994                               1993
                                                                              ----                               ----
                <S>                                                       <C>                                  <C>      
                National Tax-Exempt Series                                $  14,897                            $  18,356
                Colorado Tax-Exempt Series                                    9,357                               11,815
                Georgia Tax-Exempt Series                                     7,353                                6,493
                Louisiana Tax-Exempt Series                                   5,747                                6,069
                Maryland Tax-Exempt Series                                    8,886                               11,043
                Massachusetts Tax-Exempt Series                              15,890                               19,597
                Michigan Tax-Exempt Series                                   20,445                               23,128
                Minnesota Tax-Exempt Series                                  26,293                               34,879
                Missouri Tax-Exempt Series                                    8,621                               10,402
                New York Tax-Exempt Series                                   10,094                               12,386
                Ohio Tax-Exempt Series                                       22,932                               27,710
                Oregon Tax-Exempt Series                                      9,719                               10,221
                South Carolina Tax-Exempt Series                             14,362                               13,209
</TABLE>

Item 32.  Undertakings - The Registrant undertakes: (1) if requested to do so by
          the holders of at least ten percent of its outstanding shares, to call
          a meeting of  shareholders  for the purpose of voting upon the removal
          of a director or directors and to assist in communications  with other
          shareholders  as required by Section 16(c) of the  Investment  Company
          Act of 1940; and (2) to furnish to each person to whom a prospectus is
          delivered,  a  copy  of  the  Registrant's  latest  annual  report  to
          shareholders, upon request and without charge.
    



<PAGE>

                                   SIGNATURES


   
    Pursuant  to  the  requirements  of the  Securities  Act of  1933,  and  the
Investment   Company  Act  of  1940,   the   Registrant  has  duly  caused  this
Post-Effective  Amendment No. 28 to its  Registration  Statement to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the City of New
York, State of New York, on the 1st day of February, 1995.
    


                                           SELIGMAN TAX-EXEMPT FUND SERIES, INC.



                                           By:  /s/ William C. Morris
                                                -------------------------------
                                                    William C. Morris, Chairman*


   
        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 28 has been signed below by the following  persons
in the capacities indicated on February 1, 1995.
    

<TABLE>
<CAPTION>

           Signature                                           Title
           ---------                                           -----
<S>                                                            <C>

/s/ William C. Morris                                          Chairman of the Board (Principal
- ------------------------------------------                       executive officer) and Director
William C. Morris*                                               



/s/ Ronald T. Schroeder                                        President and Director
- ------------------------------------------
Ronald T. Schroeder*



/s/ Thomas G. Rose                                             Treasurer (Principal financial and
- ------------------------------------------                       accounting officer)
Thomas G. Rose                                                   




Fred E. Brown, Director                     )
Alice S. Ilchman, Director                  )
John E. Merow, Director                     )                  /s/ Brian T. Zino                              
Betsy S. Michel, Director                   )                  ----------------------------------
Douglas R. Nichols, Jr., Director           )                  *Brian T. Zino, Attorney-in-fact
James C. Pitney, Director                   )
James Q. Riordan, Director                  )
Herman J. Schmidt, Director                 )
Robert L. Shafer, Director                  )
James N. Whitson, Director                  )
Brian T. Zino, Director                     )

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> NATIONAL SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           119856
<INVESTMENTS-AT-VALUE>                          110596
<RECEIVABLES>                                     2049
<ASSETS-OTHER>                                      67
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  112712
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          892
<TOTAL-LIABILITIES>                                892
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        121232
<SHARES-COMMON-STOCK>                            15512<F1>
<SHARES-COMMON-PRIOR>                            15633<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (152)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (9261)<F1>
<NET-ASSETS>                                    111374<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 7631<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    1052<F1>
<NET-INVESTMENT-INCOME>                           6579<F1>
<REALIZED-GAINS-CURRENT>                           338
<APPREC-INCREASE-CURRENT>                      (17056)
<NET-CHANGE-FROM-OPS>                          (10129)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         6579<F1>
<DISTRIBUTIONS-OF-GAINS>                          7771<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1024<F1>
<NUMBER-OF-SHARES-REDEEMED>                       2290<F1>
<SHARES-REINVESTED>                               1145<F1>
<NET-CHANGE-IN-ASSETS>                         (24573)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         7281<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              620<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1052<F1>
<AVERAGE-NET-ASSETS>                            124026<F1>
<PER-SHARE-NAV-BEGIN>                             8.72<F1>
<PER-SHARE-NII>                                    .41<F1>
<PER-SHARE-GAIN-APPREC>                         (1.04)<F1>
<PER-SHARE-DIVIDEND>                               .41<F1>
<PER-SHARE-DISTRIBUTIONS>                          .50<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.18<F1>
<EXPENSE-RATIO>                                    .85<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are Fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> NATIONAL SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           119856
<INVESTMENTS-AT-VALUE>                          110596
<RECEIVABLES>                                     2049
<ASSETS-OTHER>                                      67
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  112712
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          892
<TOTAL-LIABILITIES>                                892
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        121232
<SHARES-COMMON-STOCK>                            62<F1>
<SHARES-COMMON-PRIOR>                            0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (152)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (9261)<F1>
<NET-ASSETS>                                    446<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 14<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    4<F1>
<NET-INVESTMENT-INCOME>                           10<F1>
<REALIZED-GAINS-CURRENT>                           338
<APPREC-INCREASE-CURRENT>                      (17056)
<NET-CHANGE-FROM-OPS>                          (10129)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         10<F1>
<DISTRIBUTIONS-OF-GAINS>                          0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           61<F1>
<NUMBER-OF-SHARES-REDEEMED>                       0<F1>
<SHARES-REINVESTED>                               1<F1>
<NET-CHANGE-IN-ASSETS>                         (24573)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   4<F1>
<AVERAGE-NET-ASSETS>                            343<F1>
<PER-SHARE-NAV-BEGIN>                             8.20<F1>
<PER-SHARE-NII>                                    .22<F1>
<PER-SHARE-GAIN-APPREC>                         (1.02)<F1>
<PER-SHARE-DIVIDEND>                               .22<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.18<F1>
<EXPENSE-RATIO>                                   1.76<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are Fund level.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 9
   <NAME> COLORADO SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            57821
<INVESTMENTS-AT-VALUE>                           57878
<RECEIVABLES>                                     1324
<ASSETS-OTHER>                                     144
<OTHER-ITEMS-ASSETS>                                10
<TOTAL-ASSETS>                                   59356
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         1063
<TOTAL-LIABILITIES>                               1063
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         58823<F1>
<SHARES-COMMON-STOCK>                             8203<F1>
<SHARES-COMMON-PRIOR>                             8751<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (587)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            57
<NET-ASSETS>                                     58197<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3766<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     545<F1>
<NET-INVESTMENT-INCOME>                           3221<F1>
<REALIZED-GAINS-CURRENT>                         (416)
<APPREC-INCREASE-CURRENT>                       (4629)
<NET-CHANGE-FROM-OPS>                           (1820)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         7269<F1>
<DISTRIBUTIONS-OF-GAINS>                          2057<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            311<F1>
<NUMBER-OF-SHARES-REDEEMED>                       1170<F1>
<SHARES-REINVESTED>                                311<F1>
<NET-CHANGE-IN-ASSETS>                          (9618)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          513<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              319<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    545<F1>
<AVERAGE-NET-ASSETS>                             63714<F1>
<PER-SHARE-NAV-BEGIN>                             7.76<F1>
<PER-SHARE-NII>                                    .37<F1>
<PER-SHARE-GAIN-APPREC>                          (.59)<F1>
<PER-SHARE-DIVIDEND>                               .37<F1>
<PER-SHARE-DISTRIBUTIONS>                          .08<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.09<F1>
<EXPENSE-RATIO>                                    .86<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 9
   <NAME> COLORADO SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            57821
<INVESTMENTS-AT-VALUE>                           57878
<RECEIVABLES>                                     1324
<ASSETS-OTHER>                                     144
<OTHER-ITEMS-ASSETS>                                10
<TOTAL-ASSETS>                                   59356
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         1063
<TOTAL-LIABILITIES>                               1063
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         58823<F1>
<SHARES-COMMON-STOCK>                               14<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (587)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            57
<NET-ASSETS>                                        96<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    5<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       2<F1>
<NET-INVESTMENT-INCOME>                              3<F1>
<REALIZED-GAINS-CURRENT>                         (416)
<APPREC-INCREASE-CURRENT>                       (4629)
<NET-CHANGE-FROM-OPS>                           (1820)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            3<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             41<F1>
<NUMBER-OF-SHARES-REDEEMED>                         27<F1>
<SHARES-REINVESTED>                                  1<F1>
<NET-CHANGE-IN-ASSETS>                          (9618)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      2<F1>
<AVERAGE-NET-ASSETS>                               127<F1>
<PER-SHARE-NAV-BEGIN>                             7.72<F1>
<PER-SHARE-NII>                                    .20<F1>
<PER-SHARE-GAIN-APPREC>                          (.63)<F1>
<PER-SHARE-DIVIDEND>                               .20<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.09<F1>
<EXPENSE-RATIO>                                   1.78<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 13
   <NAME> GEORGIA SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            63450
<INVESTMENTS-AT-VALUE>                           61300
<RECEIVABLES>                                     1272
<ASSETS-OTHER>                                     124
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   62696
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          381
<TOTAL-LIABILITIES>                                381
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         63629
<SHARES-COMMON-STOCK>                             8218<F1>
<SHARES-COMMON-PRIOR>                             7671<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            836
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (2150)
<NET-ASSETS>                                     61466<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3867<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     472<F1>
<NET-INVESTMENT-INCOME>                           3395<F1>
<REALIZED-GAINS-CURRENT>                           841
<APPREC-INCREASE-CURRENT>                       (7997)
<NET-CHANGE-FROM-OPS>                           (3746)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         3395<F1>
<DISTRIBUTIONS-OF-GAINS>                           697<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1349<F1>
<NUMBER-OF-SHARES-REDEEMED>                       1138<F1>
<SHARES-REINVESTED>                                328<F1>
<NET-CHANGE-IN-ASSETS>                          (2335)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          693<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              326<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    604<F1>
<AVERAGE-NET-ASSETS>                             65115<F1>
<PER-SHARE-NAV-BEGIN>                             8.43<F1>
<PER-SHARE-NII>                                    .41<F1>
<PER-SHARE-GAIN-APPREC>                          (.86)<F1>
<PER-SHARE-DIVIDEND>                               .41<F1>
<PER-SHARE-DISTRIBUTIONS>                          .09<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.48<F1>
<EXPENSE-RATIO>                                    .73<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 13
   <NAME> GEORGIA SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            63450
<INVESTMENTS-AT-VALUE>                           61300
<RECEIVABLES>                                     1272
<ASSETS-OTHER>                                     124
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   62696
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          381
<TOTAL-LIABILITIES>                                381
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         63629
<SHARES-COMMON-STOCK>                              113<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            836
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (2150)
<NET-ASSETS>                                       849<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   21<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       6<F1>
<NET-INVESTMENT-INCOME>                             15<F1>
<REALIZED-GAINS-CURRENT>                           841
<APPREC-INCREASE-CURRENT>                       (7997)
<NET-CHANGE-FROM-OPS>                           (3746)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           15<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            113<F1>
<NUMBER-OF-SHARES-REDEEMED>                          1<F1>
<SHARES-REINVESTED>                                 10<F1>
<NET-CHANGE-IN-ASSETS>                          (2335)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                2<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      8<F1>
<AVERAGE-NET-ASSETS>                               524<F1>
<PER-SHARE-NAV-BEGIN>                             8.33<F1>
<PER-SHARE-NII>                                    .22<F1>
<PER-SHARE-GAIN-APPREC>                          (.84)<F1>
<PER-SHARE-DIVIDEND>                               .22<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.49<F1>
<EXPENSE-RATIO>                                   1.76<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 7
   <NAME> LOUISIANA SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            61408
<INVESTMENTS-AT-VALUE>                           61186
<RECEIVABLES>                                     1128
<ASSETS-OTHER>                                     124
<OTHER-ITEMS-ASSETS>                                30
<TOTAL-ASSETS>                                   62468
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          322
<TOTAL-LIABILITIES>                                322
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         61286
<SHARES-COMMON-STOCK>                             7736<F1>
<SHARES-COMMON-PRIOR>                             7680<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1082
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (222)
<NET-ASSETS>                                     61441<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 4060<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     570<F1>
<NET-INVESTMENT-INCOME>                           3490<F1>
<REALIZED-GAINS-CURRENT>                          1087
<APPREC-INCREASE-CURRENT>                       (7150)
<NET-CHANGE-FROM-OPS>                           (2561)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         3490<F1>
<DISTRIBUTIONS-OF-GAINS>                           651<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            531<F1>
<NUMBER-OF-SHARES-REDEEMED>                        767<F1>
<SHARES-REINVESTED>                                293<F1>
<NET-CHANGE-IN-ASSETS>                          (5383)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          647<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              329<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    570<F1>
<AVERAGE-NET-ASSETS>                             65745<F1>
<PER-SHARE-NAV-BEGIN>                             8.79<F1>
<PER-SHARE-NII>                                    .44<F1>
<PER-SHARE-GAIN-APPREC>                          (.77)<F1>
<PER-SHARE-DIVIDEND>                               .44<F1>
<PER-SHARE-DISTRIBUTIONS>                          .08<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.94<F1>
<EXPENSE-RATIO>                                    .87<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 7
   <NAME> LOUISIANA SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            61408
<INVESTMENTS-AT-VALUE>                           61186
<RECEIVABLES>                                     1128
<ASSETS-OTHER>                                     124
<OTHER-ITEMS-ASSETS>                                30
<TOTAL-ASSETS>                                   62468
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          322
<TOTAL-LIABILITIES>                                322
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         61286
<SHARES-COMMON-STOCK>                               89<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1082
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (222)
<NET-ASSETS>                                       704<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   16<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       5<F1>
<NET-INVESTMENT-INCOME>                             11<F1>
<REALIZED-GAINS-CURRENT>                          1087
<APPREC-INCREASE-CURRENT>                       (7150)
<NET-CHANGE-FROM-OPS>                           (2561)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           11<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             89<F1>
<NUMBER-OF-SHARES-REDEEMED>                          1<F1>
<SHARES-REINVESTED>                                  1<F1>
<NET-CHANGE-IN-ASSETS>                          (5383)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      5<F1>
<AVERAGE-NET-ASSETS>                               402<F1>
<PER-SHARE-NAV-BEGIN>                             8.73<F1>
<PER-SHARE-NII>                                    .24<F1>
<PER-SHARE-GAIN-APPREC>                          (.79)<F1>
<PER-SHARE-DIVIDEND>                               .24<F1>
<PER-SHARE-DISTRIBUTIONS>                          .00<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.94<F1>
<EXPENSE-RATIO>                                   1.78<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 8
   <NAME> MARYLAND SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            57171
<INVESTMENTS-AT-VALUE>                           56542
<RECEIVABLES>                                     1228
<ASSETS-OTHER>                                     172
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   57942
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          255
<TOTAL-LIABILITIES>                                255
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         57332
<SHARES-COMMON-STOCK>                             7422<F1>
<SHARES-COMMON-PRIOR>                             7458<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            985
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (629)
<NET-ASSETS>                                     57263<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3713<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     561<F1>
<NET-INVESTMENT-INCOME>                           3152<F1>
<REALIZED-GAINS-CURRENT>                          1412
<APPREC-INCREASE-CURRENT>                       (7140)
<NET-CHANGE-FROM-OPS>                           (2571)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         3152<F1>
<DISTRIBUTIONS-OF-GAINS>                          1301<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            433<F1>
<NUMBER-OF-SHARES-REDEEMED>                        804<F1>
<SHARES-REINVESTED>                                336<F1>
<NET-CHANGE-IN-ASSETS>                          (6784)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          880<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              304<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    561<F1>
<AVERAGE-NET-ASSETS>                             60945<F1>
<PER-SHARE-NAV-BEGIN>                             8.64<F1>
<PER-SHARE-NII>                                    .42<F1>
<PER-SHARE-GAIN-APPREC>                          (.76)<F1>
<PER-SHARE-DIVIDEND>                               .42<F1>
<PER-SHARE-DISTRIBUTIONS>                          .17<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.71<F1>
<EXPENSE-RATIO>                                    .92<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 8
   <NAME> MARYLAND SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            57171
<INVESTMENTS-AT-VALUE>                           56542
<RECEIVABLES>                                     1228
<ASSETS-OTHER>                                     172
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   57942
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          255
<TOTAL-LIABILITIES>                                255
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         57332
<SHARES-COMMON-STOCK>                               55<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            985
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (629)
<NET-ASSETS>                                       424<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    7<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       2<F1>
<NET-INVESTMENT-INCOME>                              5<F1>
<REALIZED-GAINS-CURRENT>                          1412
<APPREC-INCREASE-CURRENT>                       (7140)
<NET-CHANGE-FROM-OPS>                           (2571)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            5<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             56<F1>
<NUMBER-OF-SHARES-REDEEMED>                          1<F1>
<SHARES-REINVESTED>                                  0<F1>
<NET-CHANGE-IN-ASSETS>                          (6784)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      2<F1>
<AVERAGE-NET-ASSETS>                               181<F1>
<PER-SHARE-NAV-BEGIN>                             8.46<F1>
<PER-SHARE-NII>                                    .23<F1>
<PER-SHARE-GAIN-APPREC>                          (.74)<F1>
<PER-SHARE-DIVIDEND>                               .23<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.72<F1>
<EXPENSE-RATIO>                                   1.80<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> MASSACHUSETTS SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           118511
<INVESTMENTS-AT-VALUE>                          119085
<RECEIVABLES>                                     2605
<ASSETS-OTHER>                                     168
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  121858
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          610
<TOTAL-LIABILITIES>                                610
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        120191
<SHARES-COMMON-STOCK>                            15688<F1>
<SHARES-COMMON-PRIOR>                            16331<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            484
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           574
<NET-ASSETS>                                    120149<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 8154<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    1102<F1>
<NET-INVESTMENT-INCOME>                           7052<F1>
<REALIZED-GAINS-CURRENT>                          1459
<APPREC-INCREASE-CURRENT>                      (12499)
<NET-CHANGE-FROM-OPS>                           (3962)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         7052<F1>
<DISTRIBUTIONS-OF-GAINS>                          3330<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            584<F1>
<NUMBER-OF-SHARES-REDEEMED>                       2030<F1>
<SHARES-REINVESTED>                                804<F1>
<NET-CHANGE-IN-ASSETS>                           18255
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         2355<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              646<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1102<F1>
<AVERAGE-NET-ASSETS>                            129180<F1>
<PER-SHARE-NAV-BEGIN>                             8.54<F1>
<PER-SHARE-NII>                                    .44<F1>
<PER-SHARE-GAIN-APPREC>                          (.67)<F1>
<PER-SHARE-DIVIDEND>                               .44<F1>
<PER-SHARE-DISTRIBUTIONS>                          .21<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.66<F1>
<EXPENSE-RATIO>                                    .85<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only. All other data are Fund level
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> MASSACHUSETTS SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           118511
<INVESTMENTS-AT-VALUE>                          119085
<RECEIVABLES>                                     2605
<ASSETS-OTHER>                                     168
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  121858
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          610
<TOTAL-LIABILITIES>                                610
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        120191
<SHARES-COMMON-STOCK>                            144<F1>
<SHARES-COMMON-PRIOR>                            0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            484
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           574
<NET-ASSETS>                                    1100<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 37<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    10<F1>
<NET-INVESTMENT-INCOME>                           27<F1>
<REALIZED-GAINS-CURRENT>                          1459
<APPREC-INCREASE-CURRENT>                      (12499)
<NET-CHANGE-FROM-OPS>                           (3962)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         27<F1>
<DISTRIBUTIONS-OF-GAINS>                          0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            141<F1>
<NUMBER-OF-SHARES-REDEEMED>                       1<F1>
<SHARES-REINVESTED>                                3<F1>
<NET-CHANGE-IN-ASSETS>                           18255
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              3<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   10<F1>
<AVERAGE-NET-ASSETS>                            898<F1>
<PER-SHARE-NAV-BEGIN>                             8.33<F1>
<PER-SHARE-NII>                                    .24<F1>
<PER-SHARE-GAIN-APPREC>                          (.67)<F1>
<PER-SHARE-DIVIDEND>                               .24<F1>
<PER-SHARE-DISTRIBUTIONS>                          0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.66<F1>
<EXPENSE-RATIO>                                   1.28<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are Fund level
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 3
   <NAME> MICHIGAN SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           145627
<INVESTMENTS-AT-VALUE>                          148943
<RECEIVABLES>                                     3303
<ASSETS-OTHER>                                     168
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  152414
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          648
<TOTAL-LIABILITIES>                                648
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        147688
<SHARES-COMMON-STOCK>                            18249<F1>
<SHARES-COMMON-PRIOR>                            18126<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                           762
<ACCUM-APPREC-OR-DEPREC>                          3316
<NET-ASSETS>                                    151095<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 9731<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    1321<F1>
<NET-INVESTMENT-INCOME>                           8410<F1>
<REALIZED-GAINS-CURRENT>                          1401
<APPREC-INCREASE-CURRENT>                      (14509)
<NET-CHANGE-FROM-OPS>                           (4688)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         8410<F1>
<DISTRIBUTIONS-OF-GAINS>                          1590<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1242<F1>
<NUMBER-OF-SHARES-REDEEMED>                       1849<F1>
<SHARES-REINVESTED>                                730<F1>
<NET-CHANGE-IN-ASSETS>                         (12872)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          951<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              791<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1321<F1>
<AVERAGE-NET-ASSETS>                            158121<F1>
<PER-SHARE-NAV-BEGIN>                             9.08<F1>
<PER-SHARE-NII>                                    .46<F1>
<PER-SHARE-GAIN-APPREC>                          (.71)<F1>
<PER-SHARE-DIVIDEND>                               .46<F1>
<PER-SHARE-DISTRIBUTIONS>                          .09<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               8.28<F1>
<EXPENSE-RATIO>                                    .84<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 3
   <NAME> MICHIGAN SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           145627
<INVESTMENTS-AT-VALUE>                          148943
<RECEIVABLES>                                     3303
<ASSETS-OTHER>                                     168
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  152414
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          648
<TOTAL-LIABILITIES>                                648
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        147688
<SHARES-COMMON-STOCK>                               81<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                           762
<ACCUM-APPREC-OR-DEPREC>                          3316
<NET-ASSETS>                                       671<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 15<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    4<F1>
<NET-INVESTMENT-INCOME>                           11<F1>
<REALIZED-GAINS-CURRENT>                          1401
<APPREC-INCREASE-CURRENT>                      (14509)
<NET-CHANGE-FROM-OPS>                           (4688)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         11<F1>
<DISTRIBUTIONS-OF-GAINS>                          0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           82<F1>
<NUMBER-OF-SHARES-REDEEMED>                       2<F1>
<SHARES-REINVESTED>                                1<F1>
<NET-CHANGE-IN-ASSETS>                         (12872)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   4<F1>
<AVERAGE-NET-ASSETS>                            379<F1>
<PER-SHARE-NAV-BEGIN>                             9.01<F1>
<PER-SHARE-NII>                                    .25<F1>
<PER-SHARE-GAIN-APPREC>                          (.73)<F1>
<PER-SHARE-DIVIDEND>                               .25<F1>
<PER-SHARE-DISTRIBUTIONS>                          0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               8.28<F1>
<EXPENSE-RATIO>                                   1.75<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> MINNESOTA SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           129636
<INVESTMENTS-AT-VALUE>                          134767
<RECEIVABLES>                                     2354
<ASSETS-OTHER>                                     137
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  137258
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          619
<TOTAL-LIABILITIES>                                619
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        131265
<SHARES-COMMON-STOCK>                            17479<F1>
<SHARES-COMMON-PRIOR>                            17466<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            242
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          5132
<NET-ASSETS>                                    134990<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 9149<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    1185<F1>
<NET-INVESTMENT-INCOME>                           7964<F1>
<REALIZED-GAINS-CURRENT>                           253
<APPREC-INCREASE-CURRENT>                       (8006)
<NET-CHANGE-FROM-OPS>                              240
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         7964<F1>
<DISTRIBUTIONS-OF-GAINS>                          2075<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            831<F1>
<NUMBER-OF-SHARES-REDEEMED>                       1702<F1>
<SHARES-REINVESTED>                                885<F1>
<NET-CHANGE-IN-ASSETS>                          (7961)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         2064
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              699<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1185<F1>
<AVERAGE-NET-ASSETS>                            139826<F1>
<PER-SHARE-NAV-BEGIN>                             8.28<F1>
<PER-SHARE-NII>                                    .45<F1>
<PER-SHARE-GAIN-APPREC>                          (.44)<F1>
<PER-SHARE-DIVIDEND>                               .45<F1>
<PER-SHARE-DISTRIBUTIONS>                          .12<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.72<F1>
<EXPENSE-RATIO>                                    .85<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only. All other data are Fund only.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> MINNESOTA SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           129636
<INVESTMENTS-AT-VALUE>                          134767
<RECEIVABLES>                                     2354
<ASSETS-OTHER>                                     137
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  137258
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          619
<TOTAL-LIABILITIES>                                619
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        131265
<SHARES-COMMON-STOCK>                            213<F1>
<SHARES-COMMON-PRIOR>                            0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            242
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          5132
<NET-ASSETS>                                    1649<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 39<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    11<F1>
<NET-INVESTMENT-INCOME>                           28<F1>
<REALIZED-GAINS-CURRENT>                           253
<APPREC-INCREASE-CURRENT>                       (8006)
<NET-CHANGE-FROM-OPS>                              240
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         28<F1>
<DISTRIBUTIONS-OF-GAINS>                          0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            218<F1>
<NUMBER-OF-SHARES-REDEEMED>                          7<F1>
<SHARES-REINVESTED>                                  2<F1>
<NET-CHANGE-IN-ASSETS>                          (7961)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         2064
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             3<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   11<F1>
<AVERAGE-NET-ASSETS>                            921<F1>
<PER-SHARE-NAV-BEGIN>                             8.22<F1>
<PER-SHARE-NII>                                    .25<F1>
<PER-SHARE-GAIN-APPREC>                          (.49)<F1>
<PER-SHARE-DIVIDEND>                               .25<F1>
<PER-SHARE-DISTRIBUTIONS>                          0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.73<F1>
<EXPENSE-RATIO>                                   1.74<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are Fund only.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 10
   <NAME> MISSOURI SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            52351
<INVESTMENTS-AT-VALUE>                           52033
<RECEIVABLES>                                      997
<ASSETS-OTHER>                                     122
<OTHER-ITEMS-ASSETS>                                35
<TOTAL-ASSETS>                                   53187
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          216
<TOTAL-LIABILITIES>                                216
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         52802
<SHARES-COMMON-STOCK>                             7098<F1>
<SHARES-COMMON-PRIOR>                             6845<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            488
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (318)
<NET-ASSETS>                                     52621<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3251<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     407<F1>
<NET-INVESTMENT-INCOME>                           2844<F1>
<REALIZED-GAINS-CURRENT>                           672
<APPREC-INCREASE-CURRENT>                       (6217)
<NET-CHANGE-FROM-OPS>                           (2691)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         2844<F1>
<DISTRIBUTIONS-OF-GAINS>                           749<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            528<F1>
<NUMBER-OF-SHARES-REDEEMED>                        529<F1>
<SHARES-REINVESTED>                                254<F1>
<NET-CHANGE-IN-ASSETS>                          (3889)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          565<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              275<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    481<F1>
<AVERAGE-NET-ASSETS>                             54943<F1>
<PER-SHARE-NAV-BEGIN>                             8.31<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                          (.79)<F1>
<PER-SHARE-DIVIDEND>                               .40<F1>
<PER-SHARE-DISTRIBUTIONS>                          .11<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.41<F1>
<EXPENSE-RATIO>                                    .74<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 10
   <NAME> MISSOURI SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            52351
<INVESTMENTS-AT-VALUE>                           52033
<RECEIVABLES>                                      997
<ASSETS-OTHER>                                     122
<OTHER-ITEMS-ASSETS>                                35
<TOTAL-ASSETS>                                   53187
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          216
<TOTAL-LIABILITIES>                                216
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         52802
<SHARES-COMMON-STOCK>                               47<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            488
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (318)
<NET-ASSETS>                                       350<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   13<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       4<F1>
<NET-INVESTMENT-INCOME>                              9<F1>
<REALIZED-GAINS-CURRENT>                           672
<APPREC-INCREASE-CURRENT>                       (6217)
<NET-CHANGE-FROM-OPS>                           (2691)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            9<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            265<F1>
<NUMBER-OF-SHARES-REDEEMED>                         18<F1>
<SHARES-REINVESTED>                                  0<F1>
<NET-CHANGE-IN-ASSETS>                          (3889)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      4<F1>
<AVERAGE-NET-ASSETS>                               339<F1>
<PER-SHARE-NAV-BEGIN>                             8.20<F1>
<PER-SHARE-NII>                                    .22<F1>
<PER-SHARE-GAIN-APPREC>                          (.79)<F1>
<PER-SHARE-DIVIDEND>                               .22<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.41<F1>
<EXPENSE-RATIO>                                   1.70<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 5
   <NAME> NEW YORK A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            92756
<INVESTMENTS-AT-VALUE>                           90210
<RECEIVABLES>                                     1509
<ASSETS-OTHER>                                     118
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   91837
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          447
<TOTAL-LIABILITIES>                                447
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         91939
<SHARES-COMMON-STOCK>                            11853<F1>
<SHARES-COMMON-PRIOR>                            11961<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1997
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (2546)
<NET-ASSETS>                                     90914<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6062<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    8543<F1>
<NET-INVESTMENT-INCOME>                           5208<F1>
<REALIZED-GAINS-CURRENT>                          1999
<APPREC-INCREASE-CURRENT>                      (12683)
<NET-CHANGE-FROM-OPS>                           (5466)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         5208<F1>
<DISTRIBUTIONS-OF-GAINS>                          2401<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            734<F1>
<NUMBER-OF-SHARES-REDEEMED>                       1418<F1>
<SHARES-REINVESTED>                                576<F1>
<NET-CHANGE-IN-ASSETS>                         (13295)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         2399<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              491<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    854<F1>
<AVERAGE-NET-ASSETS>                             98115<F1>
<PER-SHARE-NAV-BEGIN>                             8.75<F1>
<PER-SHARE-NII>                                    .43<F1>
<PER-SHARE-GAIN-APPREC>                          (.88)<F1>
<PER-SHARE-DIVIDEND>                               .43<F1>
<PER-SHARE-DISTRIBUTIONS>                          .20<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.67<F1>
<EXPENSE-RATIO>                                    .87<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 5
   <NAME> NEW YORK D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            92756
<INVESTMENTS-AT-VALUE>                           90210
<RECEIVABLES>                                     1509
<ASSETS-OTHER>                                     118
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   91837
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          447
<TOTAL-LIABILITIES>                                447
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         91939
<SHARES-COMMON-STOCK>                               62<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1997  
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (2546)
<NET-ASSETS>                                       476<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   14<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       4<F1>
<NET-INVESTMENT-INCOME>                             10<F1>
<REALIZED-GAINS-CURRENT>                          1999
<APPREC-INCREASE-CURRENT>                      (12683)
<NET-CHANGE-FROM-OPS>                           (5466)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           10<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             61<F1>
<NUMBER-OF-SHARES-REDEEMED>                          0<F1>
<SHARES-REINVESTED>                                  1<F1>
<NET-CHANGE-IN-ASSETS>                         (13295)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      4<F1>
<AVERAGE-NET-ASSETS>                               341<F1>
<PER-SHARE-NAV-BEGIN>                             8.55<F1>
<PER-SHARE-NII>                                    .23<F1>
<PER-SHARE-GAIN-APPREC>                          (.88)<F1>
<PER-SHARE-DIVIDEND>                               .23<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.67<F1>
<EXPENSE-RATIO>                                   1.81<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 6
   <NAME> OHIO SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           166568
<INVESTMENTS-AT-VALUE>                          169358
<RECEIVABLES>                                     3409
<ASSETS-OTHER>                                     139
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  172906
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         1113
<TOTAL-LIABILITIES>                               1113
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        167434
<SHARES-COMMON-STOCK>                            21714<F1>
<SHARES-COMMON-PRIOR>                            21676<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1569
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          2790
<NET-ASSETS>                                    171469<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                11216<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    1518<F1>
<NET-INVESTMENT-INCOME>                           9698<F1>
<REALIZED-GAINS-CURRENT>                          1865
<APPREC-INCREASE-CURRENT>                      (17336)
<NET-CHANGE-FROM-OPS>                           (5766)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         9698<F1>
<DISTRIBUTIONS-OF-GAINS>                          3704<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1228<F1>
<NUMBER-OF-SHARES-REDEEMED>                       2261<F1>
<SHARES-REINVESTED>                               1071<F1>
<NET-CHANGE-IN-ASSETS>                         (18289)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         3408<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              908<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1518<F1>
<AVERAGE-NET-ASSETS>                            181671<F1>
<PER-SHARE-NAV-BEGIN>                             8.77<F1>
<PER-SHARE-NII>                                    .44<F1>
<PER-SHARE-GAIN-APPREC>                          (.70)<F1>
<PER-SHARE-DIVIDEND>                               .44<F1>
<PER-SHARE-DISTRIBUTIONS>                          .17<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.90<F1>
<EXPENSE-RATIO>                                    .84<F1>
<AVG-DEBT-OUTSTANDING>                               0<F1>
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 6
   <NAME> OHIO SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           166568
<INVESTMENTS-AT-VALUE>                          169358
<RECEIVABLES>                                     3409
<ASSETS-OTHER>                                     139
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  172906
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         1113
<TOTAL-LIABILITIES>                               1113
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        167434
<SHARES-COMMON-STOCK>                               41<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1569
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          2790
<NET-ASSETS>                                       324<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   10<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       3<F1>
<NET-INVESTMENT-INCOME>                              7<F1>
<REALIZED-GAINS-CURRENT>                          1865
<APPREC-INCREASE-CURRENT>                      (17336)
<NET-CHANGE-FROM-OPS>                           (5766)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            7<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             40<F1>
<NUMBER-OF-SHARES-REDEEMED>                          0<F1>
<SHARES-REINVESTED>                                  1<F1>
<NET-CHANGE-IN-ASSETS>                         (18289)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      3<F1>
<AVERAGE-NET-ASSETS>                               220<F1>
<PER-SHARE-NAV-BEGIN>                             8.61<F1>
<PER-SHARE-NII>                                    .24<F1>
<PER-SHARE-GAIN-APPREC>                          (.69)<F1>
<PER-SHARE-DIVIDEND>                               .24<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.92<F1>
<EXPENSE-RATIO>                                   1.78<F1>
<AVG-DEBT-OUTSTANDING>                               0<F1>
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        



</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 11
   <NAME> OREGON SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            58853
<INVESTMENTS-AT-VALUE>                           58924
<RECEIVABLES>                                     1363
<ASSETS-OTHER>                                     683
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   60970
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          242
<TOTAL-LIABILITIES>                                242
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         60523
<SHARES-COMMON-STOCK>                             8059<F1>
<SHARES-COMMON-PRIOR>                             7682<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            134
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            71
<NET-ASSETS>                                     59884<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3671<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     478<F1>
<NET-INVESTMENT-INCOME>                           3193<F1>
<REALIZED-GAINS-CURRENT>                           636
<APPREC-INCREASE-CURRENT>                       (5354)
<NET-CHANGE-FROM-OPS>                           (1514)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         3193<F1>
<DISTRIBUTIONS-OF-GAINS>                           494<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1030<F1>
<NUMBER-OF-SHARES-REDEEMED>                        959<F1>
<SHARES-REINVESTED>                                306<F1>
<NET-CHANGE-IN-ASSETS>                          (1368)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                           93<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              306<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    544<F1>
<AVERAGE-NET-ASSETS>                             61421<F1>
<PER-SHARE-NAV-BEGIN>                             8.08<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                          (.59)<F1>
<PER-SHARE-DIVIDEND>                               .40<F1>
<PER-SHARE-DISTRIBUTIONS>                          .06<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.43<F1>
<EXPENSE-RATIO>                                    .78<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 11
   <NAME> OREGON SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                            58853
<INVESTMENTS-AT-VALUE>                           58924
<RECEIVABLES>                                     1363
<ASSETS-OTHER>                                     683
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   60970
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          242
<TOTAL-LIABILITIES>                                242
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         60523
<SHARES-COMMON-STOCK>                              114<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            134
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            71
<NET-ASSETS>                                       843<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   15<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       4<F1>
<NET-INVESTMENT-INCOME>                             11<F1>
<REALIZED-GAINS-CURRENT>                           636
<APPREC-INCREASE-CURRENT>                       (5354)
<NET-CHANGE-FROM-OPS>                           (1514)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           11<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            118<F1>
<NUMBER-OF-SHARES-REDEEMED>                          6<F1>
<SHARES-REINVESTED>                                  1<F1>
<NET-CHANGE-IN-ASSETS>                          (1368)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0<F1>
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      4<F1>
<AVERAGE-NET-ASSETS>                               372<F1>
<PER-SHARE-NAV-BEGIN>                             8.02<F1>
<PER-SHARE-NII>                                    .22<F1>
<PER-SHARE-GAIN-APPREC>                          (.59)<F1>
<PER-SHARE-DIVIDEND>                               .22<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.43<F1>
<EXPENSE-RATIO>                                   1.72<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 15
   <NAME> SOUTH CAROLINA SERIES A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           SEP-3-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           116412
<INVESTMENTS-AT-VALUE>                          114980
<RECEIVABLES>                                     2257
<ASSETS-OTHER>                                     125
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  117362
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          750
<TOTAL-LIABILITIES>                                750
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        117844
<SHARES-COMMON-STOCK>                            15121<F1>
<SHARES-COMMON-PRIOR>                            14158<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            199
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (1432)
<NET-ASSETS>                                    115133<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 7228<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    1005<F1>
<NET-INVESTMENT-INCOME>                           6223<F1>
<REALIZED-GAINS-CURRENT>                           204
<APPREC-INCREASE-CURRENT>                      (12271)
<NET-CHANGE-FROM-OPS>                           (5816)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         6223<F1>
<DISTRIBUTIONS-OF-GAINS>                          1795<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           2624<F1>
<NUMBER-OF-SHARES-REDEEMED>                       2281<F1>
<SHARES-REINVESTED>                                620<F1>
<NET-CHANGE-IN-ASSETS>                          (3977)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1791
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0<F1>
<GROSS-ADVISORY-FEES>                              608<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1005<F1>
<AVERAGE-NET-ASSETS>                            121595<F1>
<PER-SHARE-NAV-BEGIN>                             8.52<F1>
<PER-SHARE-NII>                                    .41<F1>
<PER-SHARE-GAIN-APPREC>                          (.79)<F1>
<PER-SHARE-DIVIDEND>                               .41<F1>
<PER-SHARE-DISTRIBUTIONS>                          .12<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.61<F1>
<EXPENSE-RATIO>                                    .83<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only.  All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 15
   <NAME> SOUTH CAROLINA SERIES D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           SEP-3-1994
<PERIOD-END>                               SEP-30-1994
<INVESTMENTS-AT-COST>                           116412
<INVESTMENTS-AT-VALUE>                          114980
<RECEIVABLES>                                     2257
<ASSETS-OTHER>                                     125
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  117362
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          750
<TOTAL-LIABILITIES>                                750
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        117844
<SHARES-COMMON-STOCK>                              194<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            199
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (1432)
<NET-ASSETS>                                      1478<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   39<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      11<F1>
<NET-INVESTMENT-INCOME>                             28<F1>
<REALIZED-GAINS-CURRENT>                           204
<APPREC-INCREASE-CURRENT>                      (12271)
<NET-CHANGE-FROM-OPS>                           (5816)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           28<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            201<F1>
<NUMBER-OF-SHARES-REDEEMED>                          9<F1>
<SHARES-REINVESTED>                                  3<F1>
<NET-CHANGE-IN-ASSETS>                          (3977)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1791
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0<F1>
<GROSS-ADVISORY-FEES>                                3<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     11<F1>
<AVERAGE-NET-ASSETS>                               992<F1>
<PER-SHARE-NAV-BEGIN>                             8.42<F1>
<PER-SHARE-NII>                                    .22<F1>
<PER-SHARE-GAIN-APPREC>                          (.81)<F1>
<PER-SHARE-DIVIDEND>                               .22<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                               7.61<F1>
<EXPENSE-RATIO>                                   1.74<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only.  All other data are fund level.
</FN>
        

</TABLE>

                                                                       Exhibit 6


                                SALES AGREEMENT

                        covering shares of capital stock
                    and/or shares of beneficial interest of

                           THE SELIGMAN MUTUAL FUNDS

                          Seligman Capital Fund, Inc.
                        Seligman Common Stock Fund, Inc.
               Seligman Communications and Information Fund, Inc.
                          Seligman Frontier Fund, Inc.
                           Seligman Growth Fund, Inc.
                  Seligman Henderson Global Fund Series, Inc.
                        Seligman High Income Fund Series
                           Seligman Income Fund, Inc.
                   Seligman New Jersey Tax-Exempt Fund, Inc.
                  Seligman Pennsylvania Tax-Exempt Fund Series
                     Seligman Tax-Exempt Fund Series, Inc.
                        Seligman Tax-Exempt Series Trust

                                    between

                       SELIGMAN FINANCIAL SERVICES, INC.

                                      and



       ------------------------------------------------------------------
                                     Dealer

The Dealer named above and Seligman Financial  Services,  Inc.,  exclusive agent
for  distribution  of shares of capital stock of Seligman  Capital  Fund,  Inc.,
Seligman Common Stock Fund, Inc., Seligman  Communications and Information Fund,
Inc.,  Seligman  Frontier  Fund,  Inc.,  Seligman  Growth Fund,  Inc.,  Seligman
Henderson Global Fund Series,  Inc.,  Seligman Income Fund,  Inc.,  Seligman New
Jersey  Tax-Exempt  Fund, Inc., and Seligman  Tax-Exempt Fund Series,  Inc., and
shares of  beneficial  interest of Seligman  High Income Fund  Series,  Seligman
Pennsylvania Tax-Exempt Fund, and Seligman Tax-Exempt Series Trust, agree to the
terms and conditions set forth in this agreement.


Dealer Signature
               Seligman Financial Services, Inc. Acceptance


_____________________________________      _____________________________________
Principal Officer                          Stephen J. Hodgdon, President

                                           SELIGMAN FINANCIAL SERVICES, INC.
_____________________________________      100 Park Avenue
Address                                    New York, New York  10017



_____________________________________      _____________________________________
Employer Identification No.                Date


                                                                        REV 1/95
<PAGE>

     The Dealer and  Seligman  Financial  Services,  Inc.  ("Seligman  Financial
Services"),  as exclusive  agent for  distribution of Class A and Class D Shares
(as  described  in the  "Policies  and  Procedures,"  as set forth below) of the
Capital  Stock  and/or  Class  A and  Class  D  Shares  of  beneficial  interest
(collectively,  the "Shares") of Seligman  Capital Fund,  Inc.,  Seligman Common
Stock Fund, Inc.,  Seligman  Communications and Information Fund, Inc., Seligman
Frontier Fund, Inc.,  Seligman Growth Fund, Inc., Seligman Henderson Global Fund
Series,  Inc.,  Seligman High Income Fund Series,  Seligman  Income Fund,  Inc.,
Seligman New Jersey  Tax-Exempt Fund,  Inc.,  Seligman  Pennsylvania  Tax-Exempt
Fund, Seligman Tax-Exempt Fund Series, Inc. and Seligman Tax-Exempt Series Trust
and or any other mutual fund for which Seligman  Financial Services is exclusive
agent for distribution (herein called the Funds), agree as follows:

1.   The Dealer  agrees to comply with the attached  "Policies  and  Procedures"
     with  respect to sales of Seligman  Mutual  Funds  offering  two classes of
     shares, as set forth below.

2.   An order for Shares of one or more of the Funds,  placed by the Dealer with
     Seligman Financial Services, will be confirmed at the public offering price
     as described in each Fund's current  prospectus.  Unless  otherwise  agreed
     when an order is placed,  the Dealer shall remit the purchase  price to the
     Fund,  or  Funds,  with  issuing  instruction,  within  the  period of time
     prescribed  by existing  regulations.  No wire orders  under  $1,000 may be
     placed for initial purchases.

3.   Shares of the Funds  shall be offered  for sale and sold by the Dealer only
     at the applicable public offering price currently in effect,  determined in
     the  manner  prescribed  in  each  Fund's  prospectus.  Seligman  Financial
     Services  will  make a  reasonable  effort  to  notify  the  Dealer  of any
     redetermination  or suspension of the current public  offering  price,  but
     Seligman  Financial  Services shall be under no liability for failure to do
     so.

4.   On each  purchase of Shares by the Dealer,  the Dealer  shall be  entitled,
     based on the Class of Shares  purchased  and  except  as  provided  in each
     Fund's current  prospectus,  to a concession  determined as a percentage of
     the price to the investor as set forth in each Fund's  current  prospectus.
     On each purchase of Class A Shares,  Seligman  Financial  Services reserves
     the right to  receive  a minimum  concession  of $.75 per  transaction.  No
     concessions  will be paid to the Dealer for the  investment of dividends in
     additional shares.

5.   Except for sales to and purchases from the Dealer's retail  customers,  all
     of which shall be made at the applicable  current public  offering price or
     the current price bid by Seligman Financial Services on behalf of the Fund,
     the Dealer agrees to buy Shares only through  Seligman  Financial  Services
     and not  from  any  other  sources  and to  sell  shares  only to  Seligman
     Financial  Services,  the Fund or its redemption agent and not to any other
     purchasers.

6.   By signing this Agreement,  both Seligman Financial Services and the Dealer
     warrant that they are members of the  National  Association  of  Securities
     Dealers,  Inc., and agree that  termination of such  membership at any time
     shall  terminate this Agreement  forthwith  regardless of the provisions of
     paragraph 10 hereof. Each party further agrees to comply with all rules and
     regulations of such  Association and  specifically to observe the following
     provisions:

     (a)  Neither  Seligman  Financial  Services nor the Dealer  shall  withhold
          placing  customers'  orders  for  Shares so as to  profit  itself as a
          result of such withholding.

     (b)  Seligman  Financial Services shall not purchase Shares from any of the
          Funds  except for the  purpose of  covering  purchase  orders  already
          received, and the Dealer shall not purchase Shares of any of the Funds
          through Seligman Financial Services other than for investment,  except
          for the purpose of covering purchase orders already received.



<PAGE>


     (c)  Seligman  Financial  Services shall not accept a conditional order for
          Shares on any basis  other than at a  specified  definite  price.  The
          Dealer shall not, as  principal,  purchase  Shares of any of the Funds
          from a recordholder  at a price lower than the bid price, if any, then
          quoted by or for the Fund,  but the Dealer shall not be prevented from
          selling Shares for the account of a record owner to Seligman Financial
          Services,  the Fund or its redemption agent at the bid price currently
          quoted  by or  for  such  Fund,  and  charging  the  investor  a  fair
          commission for handling the transaction.

     (d)  If Class A Shares are  repurchased by a Fund or by Seligman  Financial
          Services as its agent,  or are  tendered for  redemption  within seven
          business days after confirmation by Seligman Financial Services of the
          original purchase order of the Dealer for such Shares,  (i) the Dealer
          shall  forthwith  refund  to  Seligman  Financial  Services  the  full
          concession  allowed  to the  Dealer  on the  original  sales  and (ii)
          Seligman  Financial  Services shall forthwith pay to the Fund Seligman
          Financial  Services' share of the "sales load" on the original sale by
          Seligman Financial Services, and shall also pay to the Fund the refund
          which Seligman Financial Services received under (i) above. The Dealer
          shall be notified by Seligman Financial Services of such repurchase or
          redemption  within  ten  days of the  date  that  such  redemption  or
          repurchase is placed with Seligman Financial Services, the Fund or its
          authorized agent.  Termination or cancellation of this Agreement shall
          not  relieve  the  Dealer  or  Seligman  Financial  Services  from the
          requirements of this clause (d).

7.   (a)  Seligman  Financial  Services  shall be  entitled  to a  contingent
          deferred  sales  load  ("CDSL")  on  redemptions  within  one  year of
          purchase on any Class D Shares sold. With respect to omnibus  accounts
          in which Class D Shares are held at Seligman Data Corp. ("SDC") in the
          Dealer's  name,  the Dealer agrees that by the tenth day of each month
          it will furnish to SDC a report of each  redemption  in the  preceding
          month to which a CDSL was  applicable,  accompanied by a check payable
          to Seligman Financial Services in payment of the CDSL due.

     (b)  If,  with  respect to a  redemption  of any Class D Shares sold by the
          Dealer,  the CDSL is waived  because the  redemption  qualifies  for a
          waiver set forth in the Fund's  prospectus,  the Dealer shall promptly
          remit to Seligman  Financial  Services an amount  equal to the payment
          made by Seligman  Financial Services to the Dealer at the time of sale
          with respect to such Class D Shares.

8.   In all  transactions  between  Seligman  Financial  Services and the Dealer
     under this  Agreement,  the Dealer will act as principal in purchasing from
     or  selling  to  Seligman  Financial  Services.  The  dealer is not for any
     purposes  employed or retained as or authorized to act as broker,  agent or
     employee of any Fund or of Seligman  Financial  Services  and the Dealer is
     not  authorized  in any  manner to act for any Fund or  Seligman  Financial
     Services or to make any  representations  on behalf of  Seligman  Financial
     Services.  In  purchasing  and  selling  Shares  of  any  Fund  under  this
     Agreement, the Dealer shall be entitled to rely only upon matters stated in
     the  current  offering  prospectus  of the  applicable  Fund and upon  such
     written  representations,  if any,  as may be made  by  Seligman  Financial
     Services to the Dealer over the signature of Seligman Financial Services.

9.   Seligman  Financial  Services will furnish to the Dealer,  without  charge,
     reasonable  quantities of the current offering  prospectus of each Fund and
     sales material issued from time to time by Seligman Financial Services.

10.  Either Party to this  Agreement may cancel this Agreement by written notice
     to the other party.  Such  cancellation  shall be effective at the close of
     business on the 5th day  following the date on which such notice was given.
     Seligman  Financial  Services  may  modify  this  Agreement  at any time by
     written  notice to the  Dealer.  Such  notice  shall be deemed to have been
     given on the date upon  which it was  either  delivered  personally  to the
     other party or any officer or member thereof,  or was mailed  postage-paid,
     or delivered to a telegraph  office for  transmission to the other party at
     his or its address as shown herein.



<PAGE>


11.  This Agreement  shall be construed in accordance with the laws of the State
     of New York and shall be binding  upon both  parties  hereto when signed by
     Seligman Financial Services and by the Dealer in the spaces provided on the
     cover of this  Agreement.  This Agreement shall not be applicable to Shares
     of a Fund in a state in which such Fund Shares are not qualified for sale.

                            POLICIES AND PROCEDURES

     In connection with the offering by the Funds of two classes of shares,  one
subject to a front-end sales load and a service fee ("Class A Shares"),  and one
subject to a service  fee, a  distribution  fee, no  front-end  sales load and a
contingent  deferred  sales  load on  redemptions  within  one year of  purchase
("Class D  Shares"),  it is  important  for an  investor to choose the method of
purchasing  shares  which best  suits his or her  particular  circumstances.  To
assist investors in these decisions,  Seligman Financial Services has instituted
the following policies with respect to orders for Shares:

     1.   No  purchase  order may be placed  for Class D Shares  for  amounts of
          $4,000,000 or more.

     2.   Any purchase order for less than  $4,000,000 may be for either Class A
          or Class D Shares in light of the  relevant  facts and  circumstances,
          including:

          a.   the specific purchase order dollar amount;

          b.   the length of time the investor expects to hold his Shares; and

          c.   any other  relevant  circumstances  such as the  availability  of
               purchases under a Letter of Intent,  Volume Discount, or Right of
               Accumulation.

     There are  instances  when one  method  of  purchasing  Shares  may be more
appropriate  than the other.  For  example,  investors  who would  qualify for a
significant discount from the maximum sales load on Class A Shares may determine
that  payment  of  such a  reduced  front-end  sales  load  and  service  fee is
preferable to payment of a higher ongoing  distribution  fee. On the other hand,
an investor  whose order would not qualify for such a discount  may wish to have
all of his or her funds invested in Class D Shares, initially.  However, if such
an  investor  anticipates  that he or she will  redeem his or her Class D Shares
within one year, the investor may, depending on the amount of the purchase,  pay
an amount  greater than the sales load and service fee  attributable  to Class A
Shares.

     Appropriate supervisory personnel within your organization must ensure that
all employees  receiving  investor  inquiries  about the purchase of Shares of a
Fund advise the investor of then  available  pricing  structures  offered by the
Fund,  and the impact of choosing one method over another.  In some instances it
may be  appropriate  for a  supervisory  person to discuss a  purchase  with the
investor.

     Questions relating to this policy should be directed to Stephen J. Hodgdon,
President, Seligman Financial Services at (212) 850-1217.




                                                                    Exhibit 10.1

           [LETTERHEAD OF IRELAND, STAPLETON, PRYOR & PASCOE, P. C.]


                                January 12, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

     With respect to Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Tax-Exempt Fund Series, Inc., we have reviewed the material relative to Colorado
taxes in the Registration Statement. Subject to such review, our opinion dated
January 23, 1990 remains unchanged, however, we have suggested several revisions
to the language in the Colorado Tax Section in the form attached to this letter.

     We consent to the filing of this consent as an exhibit to the Registration
Statement and to the reference to us under the heading "Colorado Taxes." In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                                IRELAND, STAPLETON, PRYOR &
                                PASCOE, P.C.


                                By: /s/ IRELAND, STAPLETON, PRYOR & PASCOE, P.C.
                                    --------------------------------------------



                                                                    Exhibit 10.2

                        [LETTERHEAD OF KING & SPALDING]


                                January 13, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

     With respect to Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Tax-Exempt Fund Series, Inc., we have reviewed the material relative to Georgia
taxes in the Registration Statement. Based upon such review, our opinion
concerning Georgia taxes as filed with the Securities and Exchange Commission
remains unchanged.

     We consent to the filing of this letter as an exhibit to the Registration
Statement and to the reference to us under the heading "Georgia Taxes." In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                               Very truly yours,


                               /s/ King & Spalding
                               ---------------------------------


                                                                    Exhibit 10.3

                         [LETTERHEAD OF LISKOW & LEWIS]


                             New Orleans, Louisiana
                                January 13, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Gentlemen:

     You have requested our updated opinion with respect to certain Louisiana
income tax consequences of an investment in the Louisiana Series of shares of
the Seligman Tax-Exempt Fund Series, Inc. (the "Fund").

     In rendering the opinion contained herein, we have relied upon the accuracy
of the facts and representations previously provided to us as follows:

     The Fund is a diversified open-ended investment company incorporated in
Maryland on August 8, 1983, which is, and will maintain its status during all
relevant periods as a regulated investment company for federal income tax
purposes as defined in Section 851 of the Internal Revenue Code of 1986 (the
"Code").

     The Fund consists of several series, one of which is the Louisiana State
Series (the "Louisiana Series"). Under normal conditions, the Louisiana Series
attempts to invest 100%, and as a matter of fundamental policy, invests at least
80% of the value of its net assets in securities the interest on which is exempt
from federal and Louisiana income tax. In abnormal market conditions, if, in the
judgment of the manager of the Fund, the tax-exempt securities satisfying the
Louisiana Series investment objectives may not be purchased, the Louisiana
Series, may, for defensive purposes, temporarily invest up to 20% of the value
of its net assets in instruments, the interest on which is exempt from federal
income tax, but not Louisiana state income tax. In unusual circumstances, the
Fund may invest up to 20% of the value of its net assets on a temporary basis in
fixed income securities, the interest on which is subject to both federal and
Louisiana income tax, pending the investment or reinvestment of those assets in
tax-exempt securities or in order to avoid the necessity of liquidating
portfolio investments to meet redemptions of shares by investors or where market
conditions due to rising interest rates or other adverse factors warrant
temporary investing for defensive purposes.

     The Fund's net investment income is declared daily and paid to shareholders
monthly. The Fund distributes substantially all of any taxable net long and
short-term gains realized on investments to shareholders early in the year
following the year in which such gains are realized. The Louisiana Series
notifies its shareholders within forty-five (45) days after the close of the
year as to the interest derived from securities which are exempt from Louisiana
income taxes.

     By Act 242 of the 1991 Regular Session of the Louisiana Legislature,
Louisiana Revised Statute 47:293(6) was amended by the addition of subparagraph
(d) which reads:

     (d)  For the purposes of this Paragraph, income distributed by a trust,
          partnership, or mutual fund to an individual taxpayer shall retain the
          same character in his hands as it had in the hands of such distributor
          to the extent such income similarly retains it character for federal
          income tax purposes.

<PAGE>


     For purposes of confirming the interpretation of this provision of law by
the Louisiana Department of Revenue and Taxation (the "Department"), we have
obtained an updated ruling (the "Ruling") which acknowledges that to the extent
distributions from a fund such as the Fund, to resident individual-shareholders
are attributable to interest from obligations whose interest is exempt from
Louisiana income tax pursuant to Louisiana law or the income from which
Louisiana is prohibited from taxing by the constitution or laws of the United
States, fund dividends will be considered Louisiana tax-exempt interest income
when received by the resident individual-shareholder.

     With respect to corporations, the amendment to La. R.S. 47:293 is not
clear, and for that reason, we also sought in the Ruling to obtain from the
Department its position as to the appropriate tax treatment of corporations
receiving distributions from a fund such as the Fund. Concerning corporations,
the Department has concluded that to the extent, for federal income tax
purposes, distributions from a fund such as the Fund retain the same character
in the hands of the recipient corporation as they had in the hands of the fund,
they will similarly retain their character for Louisiana income tax purposes.

     We have further sought and obtained from the Department as part of the
Ruling the Department's position with respect to the income tax treatment of
income from a fund such as the Fund received by a trust. On this point, the
Department has concluded that the law is not clear, although the Department is
"inclined" to accept similar treatment by trusts of distributions from a fund
such as the Fund as would be afforded a trust under federal law. The Department
specifically reserved the right to consider and apply a different interpretation
at any time in the future.

     We understand that the Department has not issued a written policy setting
forth the right of a taxpayer to rely on a private ruling; nor has the
Department issued a formal written policy stating the conditions under which the
Department may revoke or attempt to revoke a private ruling, and whether such
revocation would be retroactively or prospectively applied. Accordingly, there
can be no assurance that the Department will not issue a formal written policy
in the future which is contrary to its current practices with respect to its
adherence to its private rulings.

     Subject to the foregoing and based on the Ruling, it is our opinion that to
the extent distributions from the Fund to its Louisiana resident individual
shareholders and corporate shareholders are attributable to exempt interest
generated from tax-exempt obligations of the State of Louisiana or its political
or governmental subdivisions, its governmental agencies, or instrumentalities
authorized under the laws of the State of Louisiana to issue tax-exempt
obligations ("Louisiana Tax-Exempt Obligations"), such exempt interest will not
be included in an individual's adjusted gross income or a corporation's gross
income within the definition of La. R.S. 47:293, nor will it constitute taxable
income of a corporation or a resident individual within the definition of La.
R.S. 47:293. As a result of the application of the relevant Louisiana statutes,
distributions received from the Fund by a corporation or a resident individual
will not be subject to Louisiana income tax to the extent such distributions are
attributable to the interest earned on Louisiana Tax-Exempt Obligations. To the
extent that the distributions under the Louisiana Series are derived from
sources other than interest on Louisiana Tax-Exempt Obligations, including long
term or short term capital gains, such distributions will be subject to
Louisiana income tax except to the extent Louisiana is prohibited from taxing
such distributions by the constitution or laws of the United States.

     Because of the uncertainty in the law and the unwillingness of the
Department to commit itself to a binding position, we render no opinion with
respect to the Louisiana tax treatment of distributions from the Fund received
by a trust.

<PAGE>

     Non-resident individuals and corporations maintaining their legal domicile
other than in the State of Louisiana will not be subject to Louisiana income tax
on their Louisiana Series dividends.

     No opinion is expressed herein with respect to the legality or the
enforceability of any future policies or changes in policies of the Department
in connection with the binding effect of its private letter rulings.

     You have not requested and accordingly, we are not rendering any opinion
with respect to Louisiana franchise, ad valorem, excise, sales, use or other
taxes other than Louisiana state income taxes applicable to dividend
distributions from Louisiana Tax-Exempt Obligations to shareholders who are
individuals.

     This opinion is rendered as of the date hereof, and we make no undertakings
to supplement our opinion with facts or circumstances which come to our
attention or changes in the law, rules, regulations or administrative policies
which may affect such opinions.

     We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 28 to the Fund Registration Statement filed with
the Securities and Exchange Commission by or on behalf of the Fund in connection
with the Louisiana Series and to the reference to our firm name therein. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                               Very truly yours,

                               LISKOW & LEWIS


                               By: /s/ Liskow & Lewis
                                   _____________________________





                                                                    Exhibit 10.4

               [LETTERHEAD OF VENABLE, BAETJER AND HOWARD, LLP ]


                                January 9, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

     With respect to Post-Effective Amendment No. 28 to the Registration
Statement on From N-1A under the Securities Act of 1933, as amended, of Seligman
Tax-Exempt Fund Series, Inc., we have reviewed the material relative to Maryland
Taxes in the Registration Statement. Subject to such review, our opinion as
delivered to you and as filed with the Securities and Exchange Commission
remains unchanged.

     We consent to the filing of this consent as an exhibit to the Registration
Statement and to the reference to us under the heading "Maryland Taxes". In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                               Very truly yours,



                               /s/ Venable, Baetjer and Howard
                               _____________________________________


                                                                    Exhibit 10.5

                         [LETTERHEAD OF PALMER & DODGE]


                                January 24, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

     With respect to Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Tax-Exempt Fund Series, Inc., we have reviewed the material relative to
Massachusetts Taxes in the Registration Statement. Subject to such review, our
opinion as delivered to you and as filed with the Securities and Exchange
Commission remains unchanged.

     We consent to the filing of this consent as an exhibit to the Registration
Statement and to the reference to us under the heading "Massachusetts Taxes." In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                               Very truly yours,



                               /s/ Palmer & Dodge
                               _________________________



                                                                    Exhibit 10.6

          [LETTERHEAD OF DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN]


                                January 13, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

     With respect to Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Tax-Exempt Fund Series, Inc., we have reviewed the material relative to Michigan
Taxes in the Registration Statement. Subject to such review, our opinion as
delivered to you and as filed with the Securities and Exchange Commission
remains unchanged.

     We consent to the filing of this consent as an exhibit to the Registration
Statement and to the reference to us under the heading "Michigan Taxes." In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                               Very truly yours,



                               /s/ Dickinson, Wright, Moon, Van Dusen & Freeman
                               _________________________________________________


                                                                    Exhibit 10.7

                        [LETTERHEAD OF FAEGRE & BENSON]


                                January 24, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Dear Sir or Madam:

     We are Minnesota tax counsel to Seligman Tax-Exempt Fund Series, Inc., a
Maryland corporation ("Seligman"). We have been informed that Seligman qualifies
as a regulated investment company as that term is defined and limited in section
851 of the Internal Revenue Code of 1986, as amended (the "Code"), and that it
has taken all other action to ensure that Seligman may pay exempt-interest
dividends as that term is defined in section 852(b)(5)(A) of the Code. We
understand that Seligman has sold separate series of classes of shares, each
generally to residents of specified states, for the purpose of enabling such
residents to receive exempt-interest dividends that are exempt from the regular
federal income tax as well as from the regular income tax imposed by the state
of residence of the recipient shareholder.

     You have asked for our opinion as to the Minnesota income tax consequences
of the receipt by a shareholder of the Minnesota Tax-Exempt Class of
exempt-interest dividends that are payable with respect to shares of the
Minnesota Tax-Exempt Class. In responding to your inquiry, we have reviewed the
Articles of Incorporation of Seligman, as amended and supplemented, and certain
other materials that you have supplied to us. In addition, we have reviewed
certain of the laws of the State of Minnesota, and certain provisions of the
Code.

     You have told us that each of the classes of Seligman, including the
Minnesota Tax-Exempt Class, is, and intends to continue to qualify as, a "fund"
of Seligman within the meaning of section 851(h) of the Code. As such, you have
informed us that each of the classes of Seligman, including the Minnesota
Tax-Exempt Class, is, and intends to continue to qualify as, a separate
regulated investment company, and that Seligman has taken, and will take, all
other action so as to enable the Minnesota Tax-Exempt Class to pay
exempt-interest dividends within the meaning of the Code. We have also been told
that Seligman has in the past and will in the future attempt to invest the bulk
of the assets belonging to the Minnesota Tax-Exempt Class in any combination of
tax-exempt obligations of the State of Minnesota or its political or
governmental subdivisions, municipalities, governmental agencies or
instrumentalities, so as to generate as large a percentage of tax-exempt income
as is possible. In addition, we have been informed that, during all material
times, Seligman has invested the assets belonging to the Minnesota Tax-Exempt
Class, and has made payments to the shareholders of the Minnesota Tax-Exempt
Class, so as to meet the 95% test that is set forth below, whether based on a
fiscal or a calendar year basis. We have relied, for purposes of this opinion,
upon the statements in the documents that we have reviewed and upon all of the
representations that have been made to us, but have made no independent
investigation thereof, and express no opinion with respect thereto.

     Minn. Stat. ss. 290.01, subd. 19, provides that the starting point for the
computation of Minnesota taxable income is federal taxable income, to which
various additions, subtractions, and modifications are then made. Minn. Stat.
ss. 290.01, subd. l9(a), provides for certain additions in the case of
individuals, estates, and trusts, one of which is the following:

     (1)(ii) exempt-interest dividends as defined in section 852(b)(5) of the
     Internal Revenue Code, except the portion of the exempt-interest dividends

<PAGE>

     derived from interest income on obligations of the state of Minnesota or
     its political or governmental subdivisions, municipalities, governmental
     agencies or instrumentalities, but only if the portion of the
     exempt-interest dividends from such Minnesota sources paid to all
     shareholders represents 95 percent or more of the exempt-interest dividends
     that are paid by the regulated investment company as defined in section
     851(a) of the Internal Revenue Code, or the fund of the regulated
     investment company as defined in section 851(h) of the Internal Revenue
     Code, making the payment;

Accordingly, under these rules, to the extent that (1) the exempt-interest
dividends that are paid by the Minnesota Tax-Exempt class are derived from
interest income on obligations of the State of Minnesota or its political or
governmental subdivisions, municipalities, governmental agencies or
instrumentalities (the "specified obligations"), and (2) the 95% test that is
set forth above is met, such exempt-interest dividends (to the extent that they
are not includable in federal taxable income) will likewise be exempt from the
regular Minnesota personal income tax, and only those exempt-interest dividends
that are derived from other sources will be subject to such tax, in the case of
individuals, estates, and trusts.1

     Should the 95% test not be met, all exempt-interest dividends paid by the
Minnesota Tax-Exempt Class will be subject to the regular Minnesota personal
income tax, even if derived from the specified obligations. Finally, even if the
95% test is met, to the extent that distributions do not represent
exempt-interest dividends that are derived from interest income on the specified
obligations, such distributions, including, but not limited to, long-term
capital gains, will generally be subject to the regular Minnesota personal
income tax.


In addition to imposing a regular personal income tax, Minnesota imposes an
alternative minimum tax (see Minn. Stat. ss. 290.091) on individuals, estates,
and trusts that is based, in part, on such taxpayers' federal alternative
minimum taxable income, which includes federal tax preference items. The Code
provides that interest on specified private activity bonds is a federal tax
preference item, and that an exempt-interest dividend of a regulated investment
company constitutes a federal tax preference item to the extent of its
proportionate share of the interest on such private activity bonds. Accordingly,
shareholders of the Minnesota Tax-Exempt Class who are individuals, estates, or
trusts may be subject to the Minnesota alternative minimum tax as a result of
the receipt of exempt-interest dividends that are attributable to such private
activity bond interest, even though they are also attributable to the specified
obligations described in this letter. In addition, the entire portion of
exempt-interest dividends that is attributable to interest other than interest
on the specified obligations is subject to the Minnesota alternative minimum
tax. Finally, should the 95% test that is described above fail to be met, all of
the exempt-interest dividends that are received by the shareholders of the
Minnesota Tax-Exempt Class who are individuals, estates, or trusts, including
all of those that are attributable to the specified obligations, will be subject
to the Minnesota alternative minimum tax.



- -----------
     1 It should be noted that interest income that is derived from obligations
held through repurchase agreements, even though derived from the specified
obligations the interest income from which would be exempt, will not qualify
under these rules, and any dividends that are attributable to such interest will
be subject to the regular Minnesota personal income tax.

<PAGE>

     Subject to certain limitations that are set forth in the Minnesota rules,
Minnesota Tax-Exempt Class dividends, if any, that are derived from interest on
certain United States obligations are not subject to the regular Minnesota
personal income tax or the Minnesota alternative minimum tax, in the case of
shareholders of the Minnesota Tax-Exempt Class who are individuals, estates, or
trusts.

     The above discussion has related, in general, to individuals, estates, and
trusts. Distributions, including exempt-interest dividends, that are paid to
shareholders of the Minnesota Tax-Exempt Class are not excluded in determining
the Minnesota franchise tax on corporations that is measured by taxable income
and alternative minimum taxable income. Minnesota Tax-Exempt Class distributions
may also be taken into account in certain cases in determining the minimum fee
that is imposed on corporations, S corporations, and partnerships.

     The opinions expressed herein represent our judgment regarding the proper
Minnesota tax treatment of the specified shareholders of the Minnesota
Tax-Exempt Class who are subject to Minnesota taxation. Our conclusions are
based on our analysis of the Minnesota statutes, tax regulations and case law
which exist as of the date of this opinion, all of which may be subject to
prospective or retroactive change. Our opinion represents our best judgment
regarding the issues presented and is not binding upon the Minnesota Department
of Revenue ("Department") or any court. Moreover, our opinion does not provide
any assurance that a position taken in reliance on such opinion will not be
challenged by the Department or rejected by a court.

     We hereby consent to the filing of this opinion as an exhibit to the
registration statement to be filed on or about January 26, 1995, with the
Securities and Exchange Commission, and to the reference to us under the heading
"Minnesota Taxes." In giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required under section 7 of the
Securities Act of 1933, as amended.

                               Very truly yours,


                               /s/ FAEGRE & BENSON
                               __________________________________________
                               Professional Limited Liability Partnership






                                                                    Exhibit 10.8

                           [LETTERHEAD OF BRYAN CAVE]


                                January 24, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, NY 10017

Ladies and Gentlemen:

     With respect to Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Tax-Exempt Fund Series, Inc., we have reviewed the material relative to Missouri
Taxes in the Registration Statement. Subject to such review, our opinion as
delivered to you and as filed with the Securities and Exchange Commission
remains unchanged.

     We consent to the filing of this consent as an exhibit to the Registration
Statement and to the reference to us under the heading "Missouri Taxes. " In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                                   Respectfully submitted,



                                   /s/ BRYAN CAVE
                                   ___________________________




                                                                    Exhibit 10.9

                      [LETTERHEAD OF SULLIVAN & CROMWELL]


                                                                January 26, 1995


Seligman Tax-Exempt Fund Series, Inc.,
  100 Park Avenue, 8th Floor,
     New York, New York 10017.

Ladies and Gentlemen:

     We have acted as counsel to Seligman Tax-Exempt Fund Series, Inc. (the
"Fund"), and you have requested our opinion regarding the New York State and
City personal income tax consequences to holders of shares of the New York
Tax-Exempt Series of the Fund (the "New York Series").

     The Fund, a Maryland corporation, is an open-end non-diversified management
investment company authorized by its Articles of Incorporation, Articles of
Amendment and Articles Supplementary to such Articles of Amendment
(collectively, the "Articles") to issue shares representing separate investment
series of the Fund, one of which is the New York Series. The Articles provide
that all consideration received by the Fund for the issue or sale of shares of a
particular series, all assets in which such consideration is invested and all
income and proceeds from such assets shall irrevocably belong to that series
only, subject only to the rights of creditors. Dividends on shares of a
particular series may be paid only from the assets belonging to the series. The
income of the New York Series will consist primarily of interest on obligations
of New York State and its municipalities and public authorities which is
excluded from gross income for Federal income tax purposes by Section 103(a) of
the Internal Revenue Code of 1986, as amended (the "Code") and certain other
interest which is excluded from gross income for Federal income tax purposes,
such as interest on bonds issued by the Government of Puerto Rico and exempt
pursuant to Section 745 of Title 48 of the United States Code.

     In connection with this opinion, we have assumed with your consent that the
New York Series of the Fund is a regulated investment company taxable under

<PAGE>

Subchapter M of the Code and that dividends paid by the New York Series will
constitute in whole or in part "exempt-interest dividends" within the meaning of
Section 852(b)(5) of the Code.

     Adjusted gross income for New York State and City personal income tax
purposes is defined as adjusted gross income for Federal income tax purposes
with certain statutory modifications. One modification is that interest received
by a taxpayer on obligations of any state other than New York or a political
subdivision of any such state generally must be added to Federal adjusted gross
income. Regulations promulgated by the New York State Tax Commission provide
that "exempt-interest dividends" attributable to interest on obligations of any
state other than New York or a political subdivision of any such state must be
added to Federal adjusted gross income in calculating adjusted gross income for
New York State and City personal income tax purposes.

     On the basis of the foregoing and our consideration of such matters as we
have considered necessary, we advise you that, in our opinion, for New York
State and City personal income tax purposes, owners of shares in the New York
Series will be entitled to exclude from their adjusted gross income for New York
State and City tax purposes any dividends paid by the New York Series which
qualify as "exempt-interest dividends" under Section 852(b)(5) of the Code and
are not derived from interest on obligations of a state other than New York or a
political subdivision of any such state. Such dividends would include, for
example, dividends derived from qualifying interest on obligations issued by the
Government of Puerto Rico.

     In this regard, we have reviewed the Notices of the New York State Income
Tax Bureau, dated February 18, 1977 and March 7, 1977, expressing the view that
not only "exempt-interest dividends" derived from obligations of other states
and their political subdivisions but all "exempt-interest dividends" which are
attributable to interest on obligations of any issuer other than New York State
or one of its political subdivisions (such as obligations issued by the
Government of Puerto Rico) must be added to Federal adjusted gross income.
Insofar as these Notices conflict with the regulations, which were adopted after
the issuance of the Notices and which more closely follow the statutory
language, we regard the regulations as the controlling authority. We note that
the New York State Tax Commission has issued an advisory opinion, TSB-A-82-(5)-I

<PAGE>

(Sept. 22, 1982), in which it concluded that "exempt-interest dividends"
attributable to interest on obligations issued by the Governments of Puerto
Rico, the Virgin Islands and Guam, are exempt from New York State and City
personal income tax.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement for the Fund and to the reference to us under the heading
"New York State and City Taxes." In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.

                               Very truly yours,


                               /s/ Sullivan & Cromwell
                               ______________________________


                                                                   Exhibit 10.10

                   [LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY]


                                January 23, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

     Re: Seligman Tax-Exempt Fund Series, Inc.--Post-Effective Amendment No. 28

Ladies and Gentlemen:

     We have acted as Ohio tax counsel with respect to Post Effective Amendment
No. 28 to the Registration Statement (the "Registration Statement") on Form N-1A
for Seligman Tax-Exempt Fund Series, Inc., a Maryland corporation (the "Fund").
We hereby consent to the filing of this letter as an exhibit to such
Registration Statement and to the reference to our firm under the caption "Taxes
- -- Ohio Taxes" in the Prospectus that is a part of the Registration Statement.
In giving such consent, we do not thereby acknowledge that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933, as amended, and the rules and regulations thereunder.

                               Very truly yours,



                               /s/ Squire, Sanders & Dempsey
                               __________________________________

<PAGE>


                   [LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY]


                                January 23, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

         Re:   Ohio Tax-Exempt Series
               Post-Effective Amendment No. 28

Ladies and Gentlemen:

     You have requested our opinion as to the Ohio tax aspects of the Ohio
Tax-Exempt Series ("Ohio Series"), which is part of the Seligman Tax-Exempt Fund
Series, Inc. (the "Fund"). We understand that the Fund is a non-diversified,
open-end management company organized as a Maryland corporation in August, 1983.
The Fund's articles of incorporation, as amended, (i) authorize a number of
different classes of common stock, one of which is designated the Ohio Series,
and (ii) provide that all consideration received by the Fund from the issue or
sale of shares of each class, together with all investments of such
consideration, all income, earnings and profits thereon, and all funds or
payments allocated thereto by the Board of Directors of the Fund, shall
irrevocably belong to such class, subject only to the liabilities of that class
and to the rights of creditors of the Fund.

     We understand that the Ohio Series will invest primarily in
interest-bearing obligations issued by or on behalf of the State of Ohio,
political subdivisions thereof and agencies and instrumentalities of the State
or its political subdivisions ("Ohio Obligations"), and by the governments of
Puerto Rico, the Virgin Islands and Guam and their authorities or municipalities
("Territorial Obligations," and, together with Ohio Obligations, "Obligations").
We further understand that, based on the opinion of bond counsel with respect to
each issue of Obligations held or to be held by the Ohio Series, rendered on the
date of issuance thereof, interest on each such issue is excluded from gross
income for federal income tax purposes under Section 103(a) of the Internal
Revenue Code of 1986, as amended (the "Code", or other provisions of federal
law, provided that certain representations are accurate and certain covenants
are satisfied.

     We understand that the Ohio Series intends to continue to qualify as a
"regulated investment company" within the meaning of Section 851 of the Code,
and to pay "exempt-interest dividends" within the meaning of Section 852(b) of
the Code, i.e., dividends that are excludable from the shareholders' gross
income for federal income tax purposes. We have assumed for the purposes of this
opinion that the Ohio Series qualifies and will continue to qualify as a
regulated investment company within the meaning of Section 851 of the Code and
that at all times at least 50 percent of the value of the total assets of the
Ohio Series will consist of Ohio Obligations, or similar obligations of other
states or their subdivisions (but not including, for this purpose, Territorial
Obligations).

     Based upon the foregoing and upon an examination of such documents and an
investigation of such other matters of law as we have deemed necessary, we are
of the opinion that under existing law:

     1. The Ohio Series is not subject to (a) the Ohio personal income tax, (b)
school district income taxes in Ohio, (c) the Ohio corporation franchise tax, or
(d) the Ohio dealers in intangibles tax; provided that, in the case of the taxes

<PAGE>

identified in (c) and (d), if the Ohio Series has a sufficient nexus to the
State of Ohio to be subject to Ohio taxation, the Ohio Series will be exempt
from such taxes only if it timely complies with the annual filing requirement of
Section 5733.09 of the Ohio Revised Code. We note, however, that the Ohio Tax
Commissioner has waived this annual filing requirement for each year (including
1995) since it was originally enacted in 1989.

     2. Shareholders who are subject to the Ohio personal income tax or
municipal or school district income taxes in Ohio will not be subject to such
taxes on distributions with respect to shares of the Ohio Series
("Distributions") that are properly attributable to interest on Obligations.

     3. Shareholders who are subject to the Ohio corporation franchise tax
computed on the net income basis will not be subject to such tax on
Distributions to the extent that such Distributions either (a) are properly
attributable to interest on Obligations, or (b) represent "exempt-interest
dividends" for federal income tax purposes. Shares of the Ohio Series will be
included in a Shareholder's tax base for purposes of computing the Ohio
corporation franchise tax on the net worth basis.

     4. Shareholders who are subject to the Ohio personal income tax, the Ohio
corporation franchise tax computed on the net income basis, or municipal or
school district income taxes in Ohio will not be subject to such taxes on
Distributions of profit made on the sale, exchange, or other disposition of Ohio
Obligations, including Distributions of "capital gain dividends," as defined in
Section 852(b)(3)(C) of the Code, properly attributable to the sale, exchange,
or other disposition of Ohio Obligations.

     5. Distributions properly attributable to proceeds of insurance paid to the
Ohio Series that represent maturing or matured interest on defaulted Obligations
held by the Ohio Series and that are excluded from gross income for federal
income tax purposes are exempt from the Ohio personal income tax and municipal
and school district income taxes in Ohio, and are excluded from the net income
base of the Ohio corporation franchise tax.

     We have not examined any of the obligations to be acquired by the Ohio
Series and express no opinion as to whether such obligations, interest thereon
or gain from the sale or other disposition thereof are in fact exempt from any
federal or Ohio taxes.

                               Respectfully submitted,

                               /s/ Squire, Sanders & Dempsey
                               _________________________________



                                                                   Exhibit 10.11

                   [LETTERHEAD OF SCHWABE WILLIAMSON & WYATT]


                                January 6, 1995


Seligman Tax-Exempt Fund Series, Inc.
One Bankers Trust Plaza
New York, NY 10006

         Re:  Oregon Series

Ladies and Gentlemen:

     We have acted as Oregon counsel to Seligman Tax-Exempt Fund Series, Inc.
(the "Fund"), and you have requested our opinion regarding the State of Oregon
personal income tax consequences to holders of the Oregon Tax-Exempt Class of
the Common Stock of the Fund (the "Oregon Series").

     The Fund, a Maryland corporation, is a nondiversified, open-end management
investment company authorized by its Articles of Incorporation and articles
supplementary thereto to issue multiple classes of Common Stock, one of which is
the Oregon Series. The Articles provide that all consideration received by the
Fund for the issue or sale of shares of a particular class, all assets in which
such consideration is invested and all income and proceeds from such assets
shall belong to that class only, subject only to the rights of creditors.
Dividends on shares of a particular class may be paid only from the assets
belonging to the class.

     The income of the Oregon Series will consist primarily of interest on
obligations of the State of Oregon and its municipalities and public
authorities, which is excluded from gross income for Federal income tax purposes
by Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The income of the Oregon Series may also include certain other interest which is
excluded from gross income for Federal income tax purposes, such as interest on
bonds issued by the Government of Puerto Rico (excluded pursuant to 48 USC
Section 745), the Government of Guam (excluded pursuant to 48 USC Section 1423a)
or the Government of the Virgin Islands (excluded pursuant to 48 USC Section
1574).

     In connection with this opinion, we have assumed with your consent that the
Oregon Series is a regulated investment company taxable under Subchapter M of
the Code and that dividends paid by the Fund will constitute in whole or in part
"exempt interest dividends" within the meaning of Section 852(b)(5) of the Code.

     For purposes of State of Oregon personal income tax, adjusted gross income
is defined as adjusted gross income for federal income tax purposes with certain
statutory modifications. One modification is that interest or dividends on
obligations or securities of any state other than Oregon, or of any political
subdivision or authority of a state other than Oregon, generally must be added
to federal adjusted gross income. Another modification is that interest or
dividends on obligations of any authority, commission, instrumentality or
territorial possession of the United States which by the laws of the United
States are exempt from federal income tax but not from state income taxes also
generally must be added to federal adjusted gross income.

     On the basis of the foregoing, and our consideration of such matters as we
have considered necessary, we advise you that, in our opinion, under present law
for State of Oregon personal income tax purposes, owners of the Oregon Series
will be entitled to exclude from State of Oregon adjusted gross income dividends
paid by the Oregon Series which:

<PAGE>

     1)   qualify as "exempt-interest dividends" under section 852(b)(5) of the
          Code; and

     2)   are derived from:~

          (a)  interest or dividends on obligations or securities of the State
               of Oregon or of a political subdivision or authority of the State
               of Oregon; or

          (b)  interest or dividends on obligations of any authority,
               commission, instrumentality or territoriality of the United
               States which, by the laws of the United States, are exempt from
               state income taxes (such as interest on bonds issued by Puerto
               Rico, Guam or the Virgin Islands).

     In our opinion, under present law, shares of the Oregon Series will not be
subject to Oregon personal property tax.

     We express no opinion as to taxation under the Oregon Corporate Excise Tax
or the Oregon Corporate Income Tax of dividends paid by the Oregon Series.

     We hereby consent to the filing of this opinion as an exhibit to your
Post-Effective Amendment No. 28 to the Registration Statement under the
Securities Act of 1933, as amended, of Seligman Tax-Exempt Fund Series, Inc.,
and to the reference to us under the heading "Oregon Taxes." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.

                               Very truly yours,

                               SCHWABE WILLIAMSON & WYATT, P.C.



                               By: /s/ SCHWABE WILLIAMSON & WYATT, P.C.
                                   ____________________________________




                                                                   Exhibit 10.12

                      [LETTERHEAD OF SINKLER & BOYD P.A. ]


                          WRITER'S DIRECT DIAL NUMBER

                                 (803) 540-7808



                                January 12, 1995


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

     With respect to Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A under the Securities Act of 1993, as amended, of Seligman
Tax-Exempt Fund Series, Inc., we have reviewed the material relative to South
Carolina Taxes in the Registration Statement. Subject to such review, our
opinion as delivered to you and as filed with the Securities and Exchange
Commission remains unchanged. We have changed the "special factors section" to
reflect recent changes in the South Carolina statutes and recent financial
results of the state. A copy of such revised section is attached.

     We consent to the filing of this consent as an exhibit to the Registration
Statement and to the reference to us under the heading "South Carolina Taxes."
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1993,
as amended.

                               Very truly yours,


                               /s/ Sinkler & Boyd
                               _________________________


                                                                      EXHIBIT 11



Consent of Independent Auditors


Seligman Tax-Exempt Fund Series, Inc.:

We consent to the incorporation by reference in the Statement of Additional
Information in this Post-Effective Amendment No. 28 to Registration Statement
No. 2-86008 of our report dated October 28, 1994, appearing in the annual report
to shareholders for the year ended September 30, 1994, and to the reference to
us under the caption "Financial Highlights" in the Prospectus, which is a part
of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP
________________________________

DELOITTE & TOUCHE LLP
New York, New York
January 27, 1995



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