SELIGMAN TAX EXEMPT FUND SERIES INC
485BPOS, 1996-01-29
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                                                               File No. 2-86008
                                                                       811-3828



   
    As filed with the Securities and Exchange Commission on January 26, 1996
    

                       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. 29                           |X|
    

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

   
                  Amendment No. 28                                          |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, 1996 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 22, 1995.
    


<PAGE>

<TABLE>
<CAPTION>

   
                             CROSS REFERENCE SHEET
                        POST-EFFECTIVE AMENDMENT NO. 29
                            Pursuant to Rule 481(a)
    
       Item in Part A of Form N-1A                    Location in Prospectus
       ---------------------------                    ----------------------
<S>    <C>                                            <C>   
1.     Cover Page                                     Cover Page

   
2.     Synopsis                                       Summary of Fund Expenses
    

3.     Condensed Financial Information                Financial Highlights

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

5.     Management of the Fund                         Management Services

   
5a.    Management's Discussion of Fund                Management Services
       Performance

6.     Capital Stock and Other Securities             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 Fund

9.     Pending Legal Proceedings                      Not Applicable

Item in Part B of Form N-1A                           Location in Statement of Additional Information
10.    Cover Page                                     Cover Page

11.    Table Of Contents                              Table Of Contents

   
12.    General Information and History                Investment Objectives, Policies and Risks; General Information; Appendix A
    

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

   
14.    Management of the Fund                         Directors and Officers; Management And Expenses

15.    Control Persons and Principal                  Directors and Officers
       Holders of Securities
    

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

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

18.    Capital Stock and Other Securities             General Information
    

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

   
20.    Tax Status                                     Taxes
    

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, NY 10017
                       New York Telephone: (212) 850-1864
       Toll-Free Telephone: (800) 221-2450--all continental United States
    

   
                                                                February 1, 1996
    

     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 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. Investment grade securities
are rated  within  the four  highest  rating  categories  of  Moody's  Investors
Service,  Inc. ("Moody's") or Standard & Poor's Corporation ("S&P").  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 investment  grade  Pennsylvania  tax-exempt  securities.
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
investment grade securities.
    

     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 impose an  individual  income  tax)  consistent  with  preservation  of
capital and with consideration given to capital gain, by investing in tax-exempt
securities  rated  in the  four  highest  rating  categories,  except  that  the
California  Tax-Exempt  Quality  Series  pursues  its  investment  objective  by
investing  only in  tax-exempt  securities  rated in the  three  highest  rating
categories, of Moody's 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 or S&P or
which are  unrated.  The Series may invest up to 100% of its  portfolio in lower
rated bonds,  commonly known as "junk bonds." 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.  Investors
should  carefully assess the risks associated with an investment in this Series.
See  "Investment   Objectives  and   Policies--Seligman   California  Tax-Exempt
High-Yield Series," in this Prospectus.
    

     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>

<TABLE>
<CAPTION>

   
                                                     SUMMARY OF SERIES 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.

                                       NJ FUND                   PA FUND                NAT'L SERIES               CO SERIES
                             ------------------------- ------------------------- ------------------------- -------------------------
                                 Class A     Class D       Class A     Class D       Class A     Class D       Class A     Class D
                                 Shares      Shares        Shares      Shares        Shares      Shares        Shares      Shares
                                 ------      ------        ------      ------        ------      ------        ------      ------
                               (Initial    (Deferred     (Initial    (Deferred     (Initial    (Deferred     (Initial    (Deferred
                              Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load
                             Alternative) Alternative) Alternative) Alternative) Alternative) Alternative) Alternative) Alternative)
<S>                             <C>           <C>         <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         4.75%        None
  Sales Load on Reinvested 
    Dividends .............      None         None         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          None   1% during
                                         the first                the first                  the first                 the first
                                        year; None               year; None                 year; None                year; None
                                        thereafter               thereafter                 thereafter                thereafter
  Redemption Fees..........      None         None         None        None          None         None          None        None
  Exchange Fees............      None         None         None        None          None         None          None        None

                                 Class A     Class D       Class A     Class D       Class A     Class D       Class A     Class D
                                 -------     -------       -------     -------       -------     -------       -------     -------

Annual Series Operating  
  Expenses for Fiscal 
  Year Ended September 30, 
  1995 (as percentage of 
  average net assets)
    Management Fees........      .50%         .50%         .50%        .50%          .50%         .50%          .50%        .50%
    12b-1 Fees.............      .22         1.00*         .22        1.00*          .09         1.00*          .09        1.00*
    Other Expenses.........      .34          .34          .49         .49           .27          .27           .34         .34
                                ----         ----         ----        ----           ---         ----           ---        ----
    Total Series 
      Operating Expenses ..     1.06%        1.84%        1.21%       1.99%          .86%        1.77%          .93%       1.84%
                                ====         ====         ====        ====           ===         ====           ===        ====

     In fiscal 1995,  the Manager,  in its  discretion,  waived a portion of its fee from the New Jersey Fund.  In fiscal 1996,  the
Manager  does not expect to waive any of its fees,  and the  expense  information  in the table has been  restated  to  reflect  the
discontinuance  of the management fee waiver.  The "Other  Expenses"  disclosed for Class D shares have been restated to reflect the
expense allocation methodology currently being used by the Series.
    

</TABLE>

<TABLE>
<CAPTION>

     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.

   
                                       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                    $ 58         $ 29+        $ 59        $ 30+         $ 56         $ 28+         $ 57        $ 29+
      3 years                     80           58           84          62            74           56            76          58
      5 years                    103          100          111         107            93           96            97         100
     10 years                    171          216          187         232           149          208           156         216


*    Includes an annual  distribution  fee of up to .75 of 1% and an annual service fee of up to .25 of 1%. Pursuant to the 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 such shares.

+    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--$19; PA--$20; NAT'L--$18; CO--$19.
    


</TABLE>


                                        3
<PAGE>

<TABLE>
<CAPTION>

   
                                               SUMMARY OF SERIES EXPENSES--(continued)
    

                                      GA SERIES                 LA SERIES                MD SERIES                 MA SERIES
                             ------------------------- ------------------------- ------------------------- -------------------------
                                 Class A     Class D       Class A     Class D       Class A     Class D       Class A     Class D
                                 Shares      Shares        Shares      Shares        Shares      Shares        Shares      Shares
                                 ------      ------        ------      ------        ------      ------        ------      ------
                               (Initial    (Deferred     (Initial    (Deferred     (Initial    (Deferred     (Initial    (Deferred
                              Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load
                             Alternative) Alternative) Alternative) Alternative) Alternative) Alternative) Alternative) Alternative)
<S>                             <C>           <C>         <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         4.75%        None
  Sales Load on Reinvested 
    Dividends .............      None         None         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          None   1% during
                                         the first                the first                  the first                 the first
                                        year; None               year; None                 year; None                year; None
                                        thereafter               thereafter                 thereafter                thereafter
  Redemption Fees..........      None         None         None        None          None         None          None        None
  Exchange Fees............      None         None         None        None          None         None          None        None

                                 Class A     Class D       Class A     Class D       Class A     Class D       Class A     Class D
                                 -------     -------       -------     -------       -------     -------       -------     -------

Annual Series Operating  
  Expenses for Fiscal 
  Year Ended September 30, 
  1995 (as percentage of 
  average net assets)
    Management Fees........      .50%         .50%         .50%        .50%          .50%         .50%          .50%        .50%
    12b-1 Fees.............      .10         1.00*         .10        1.00*          .09         1.00*          .10        1.00*
    Other Expenses.........      .36          .36          .29         .29           .37          .37           .26         .26
                                 ---         ----          ---        ----           ---         ----           ---        ----
    Total Series 
      Operating Expenses ..      .96%        1.86%         .89%       1.79%          .96%        1.87%          .86%       1.76%
                                 ===         ====          ===        ====           ===         ====           ===        ====

     In fiscal 1995,  the Manager,  in its  discretion,  waived a portion of its fee from the Georgia  Series.  In fiscal 1996,  the
Manager  does not expect to waive any of its fees,  and the  expense  information  in the table has been  restated  to  reflect  the
discontinuance  of the management fee waiver.  The "Other  Expenses"  disclosed for Class D shares have been restated to reflect the
expense allocation methodology currently being used by the Series.
    

</TABLE>

<TABLE>
<CAPTION>

     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.

   
                                      GA SERIES                 LA SERIES                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                    $ 57         $ 29+        $ 56        $ 28+         $ 57         $ 29+         $ 56        $ 28+
      3 years                     77           58           75          56            77           59            74          55
      5 years                     98          101           94          97            98          101            93          95
     10 years                    160          218          152         211           160          219           149         207


*    Includes an annual  distribution  fee of up to .75 of 1% and an annual service fee of up to .25 of 1%. Pursuant to the 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 such shares.

+    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--$19; LA--$18; MD--$19; MA--$18.
    

</TABLE>



                                       4
<PAGE>

<TABLE>
<CAPTION>

   
                                               SUMMARY OF SERIES EXPENSES--(continued)
    

                                      MI SERIES                 MN SERIES                MO SERIES                 NY SERIES
                             ------------------------- ------------------------- ------------------------- -------------------------
                                 Class A     Class D       Class A     Class D       Class A     Class D       Class A     Class D
                                 Shares      Shares        Shares      Shares        Shares      Shares        Shares      Shares
                                 ------      ------        ------      ------        ------      ------        ------      ------
                               (Initial    (Deferred     (Initial    (Deferred     (Initial    (Deferred     (Initial    (Deferred
                              Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load
                             Alternative) Alternative) Alternative) Alternative) Alternative) Alternative) Alternative) Alternative)
<S>                             <C>           <C>         <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         4.75%        None
  Sales Load on Reinvested 
    Dividends .............      None         None         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          None   1% during
                                         the first                the first                  the first                 the first
                                        year; None               year; None                 year; None                year; None
                                        thereafter               thereafter                 thereafter                thereafter
  Redemption Fees..........      None         None         None        None          None         None          None        None
  Exchange Fees............      None         None         None        None          None         None          None        None

                                 Class A     Class D       Class A     Class D       Class A     Class D       Class A     Class D
                                 -------     -------       -------     -------       -------     -------       -------     -------

Annual Series Operating  
  Expenses for Fiscal 
  Year Ended September 30, 
  1995 (as percentage of 
  average net assets)
    Management Fees........      .50%         .50%         .50%        .50%          .50%         .50%          .50%        .50%
    12b-1 Fees.............      .10         1.00*         .10        1.00*          .09         1.00*          .08        1.00*
    Other Expenses.........      .27          .27          .27         .27           .34          .34           .30         .30
                                 ---         ----          ---        ----           ---         ----           ---        ----
    Total Series 
      Operating Expenses ..      .87%        1.77%         .87%       1.77%          .93%        1.84%          .88%       1.80%
                                 ===         ====          ===        ====           ===         ====           ===        ====

     In fiscal 1995,  the Manager,  in its  discretion,  waived a portion of its fee from the Missouri  Series.  In fiscal 1996, the
Manager  does not expect to waive any of its fees,  and the  expense  information  in the table has been  restated  to  reflect  the
discontinuance  of the management fee waiver.  The "Other  Expenses"  disclosed for Class D shares have been restated to reflect the
expense allocation methodology currently being used by the Series.
    

</TABLE>

<TABLE>
<CAPTION>

     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.

   
                                      MI SERIES                 MN SERIES                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+         $ 57         $ 29+         $ 56        $ 28+
      3 years                     74           56           74          56            76           58            74          57
      5 years                     93           96           93          96            97          100            94          97
     10 years                    150          208          150         208           156          216           151         212


*    Includes an annual  distribution  fee of up to .75 of 1% and an annual service fee of up to .25 of 1%. Pursuant to the 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 such shares.

+    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--$19; NY--$18.
    

</TABLE>



                                       5
<PAGE>


<TABLE>
<CAPTION>

   
                                               SUMMARY OF SERIES EXPENSES--(continued)
    

                                                                                                                       CA
                                      OH SERIES                 OR SERIES                SC SERIES             HIGH-YIELD SERIES
                             ------------------------- ------------------------- ------------------------- -------------------------
                                 Class A     Class D       Class A     Class D       Class A     Class D       Class A     Class D
                                 Shares      Shares        Shares      Shares        Shares      Shares        Shares      Shares
                                 ------      ------        ------      ------        ------      ------        ------      ------
                               (Initial    (Deferred     (Initial    (Deferred     (Initial    (Deferred     (Initial    (Deferred
                              Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load   Sales Load
                             Alternative) Alternative) Alternative) Alternative) Alternative) Alternative) Alternative) Alternative)
<S>                             <C>           <C>         <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         4.75%        None
  Sales Load on Reinvested 
    Dividends .............      None         None         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          None   1% during
                                         the first                the first                  the first                 the first
                                        year; None               year; None                 year; None                year; None
                                        thereafter               thereafter                 thereafter                thereafter
  Redemption Fees..........      None         None         None        None          None         None          None        None
  Exchange Fees............      None         None         None        None          None         None          None        None

                                 Class A     Class D       Class A     Class D       Class A     Class D       Class A     Class D
                                 -------     -------       -------     -------       -------     -------       -------     -------

Annual Series Operating  
  Expenses for Fiscal 
  Year Ended September 30, 
  1995 (as percentage of 
  average net assets)
    Management Fees........      .50%         .50%         .50%        .50%          .50%         .50%          .50%        .50%
    12b-1 Fees.............      .10         1.00*         .10        1.00*          .10         1.00*          .10        1.00*
    Other Expenses.........      .24          .24          .31         .31           .28          .28           .30         .30
                                 ---         ----          ---        ----           ---         ----           ---        ----
    Total Series 
      Operating Expenses ..      .84%        1.74%         .91%       1.81%          .88%        1.78%          .90%       1.80%
                                 ===         ====          ===        ====           ===         ====           ===        ====

     In fiscal 1995,  the Manager,  in its  discretion,  waived a portion of its fees from the Oregon  Series.  In fiscal 1996,  the
Manager  does not expect to waive any of its fees,  and the  expense  information  in the table has been  restated  to  reflect  the
discontinuance  of the management fee waiver.  The "Other  Expenses"  disclosed for Class D shares have been restated to reflect the
expense allocation methodology currently being used by the Series.
    

</TABLE>

<TABLE>
<CAPTION>

     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.

   
                                                                                                                       CA
                                      OH SERIES                 OR SERIES                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+        $ 56        $ 28+         $ 56         $ 28+         $ 56        $ 28+
      3 years                     73           55           75          57            74           56            75          57
      5 years                     92           94           95          98            94           95            95          97
     10 years                    146          205          154         213           151          209           153         212

*    Includes an annual  distribution  fee of up to .75 of 1% and an annual service fee of up to .25 of 1%. Pursuant to the 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 such shares.

+    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--$18; SC--$18; CA High-Yield--$18.
    

</TABLE>



                                       6
<PAGE>



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


                                   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                the first                  the first     
                                        year; None               year; None                 year; 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, 
  1995 (as percentage of 
  average net assets)
    Management Fees........      .50%         .50%         .50%        .50%          .50%         .50%     
    12b-1 Fees.............      .10         1.00*         .24        1.00*          .24         1.00*     
    Other Expenses.........      .29          .29          .29         .29           .44          .44      
                                 ---         ----         ----        ----          ----         ----      
    Total Series 
      Operating Expenses ..      .89%        1.79%        1.03%       1.79%         1.18%        1.94%     
                                 ===         ====         ====        ====          ====         ====      

     In fiscal 1995, the Manager, in its discretion, waived a portion of its fee from the Florida Series and from the North Carolina
Series.  In fiscal 1996,  the Manager does not expect to waive any of its fees,  and the expense  information  in the table has been
restated to reflect the  discontinuance  of the management fee waiver.  The "Other Expenses"  disclosed for Class D shares have been
restated to reflect the expense allocation methodology currently being used by the Series.
    

</TABLE>

<TABLE>
<CAPTION>

     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.

   
                                   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 year                    $ 56         $ 28+        $ 58        $ 28+         $ 59         $ 30+      
      3 years                     75           56           79          56            83           61       
      5 years                     94           97          102          97           109          105       
     10 years                    152          211          167         211           184          226       

*    Includes  an  annual  distribution  fee  of up to  .75  of 1% and  an  annual  service  fee  of up to .25 of 1%  (collectively,
     "distribution  fee").  Pursuant to the 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 such shares.

+    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--$18; NC--$20.
    

</TABLE>



                                       7
<PAGE>

                              FINANCIAL HIGHLIGHTS

   
     Each Series'  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  1995
financial  statements  and notes  contained in the fiscal 1995 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  the
effect  that  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  a series'  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    Distributions     Net Increase    
Per Share Operating        at Beginning    Investment    Investment    Investment     Paid or        from Net      (Decrease) in    
  Performance:              of Period       Income#     Gain (Loss)    Operations     Declared    Gain Realized   Net Asset Value   
  ------------              ---------       -------     -----------    ----------     --------    -------------   ---------------   
<S>                           <C>            <C>            <C>          <C>           <C>            <C>               <C>         
New Jersey--Class A                                                                                                                 
  Year ended 9/30/95.......   $7.40          $0.39          $0.29        $0.68         $(0.39)        $(0.10)           $0.19       
  Year ended 9/30/94.......    8.24           0.41          (0.74)       (0.33)         (0.41)         (0.10)           (0.84)      
  Year ended 9/30/93.......    7.74           0.42           0.61         1.03          (0.42)         (0.11)            0.50       
  Year ended 9/30/92.......    7.49           0.44           0.27         0.71          (0.44)         (0.02)            0.25       
  Year ended 9/30/91.......    7.01           0.44           0.51         0.95          (0.44)         (0.03)            0.48       
  Year ended 9/30/90.......    7.17           0.45          (0.10)        0.35          (0.45)         (0.06)           (0.16)      
  Year ended 9/30/89.......    6.98           0.48           0.19         0.67          (0.48)            --             0.19       
  2/16/88*- 9/30/88........    7.14           0.30          (0.16)        0.14          (0.30)            --            (0.16)      

New Jersey--Class D                                                                                                                
  Year ended 9/30/95.......    7.48           0.33           0.29         0.62          (0.33)         (0.10)            0.19       
  2/1/94**- 9/30/94........    8.14           0.23          (0.66)       (0.43)         (0.23)            --            (0.66)      

Pennsylvania--Class A                                                                                                              
  Year ended 9/30/95.......    7.55           0.38           0.37         0.75          (0.38)         (0.13)            0.24       
  Year ended 9/30/94.......    8.61           0.39          (0.80)       (0.41)         (0.39)         (0.26)           (1.06)      
  Year ended 9/30/93.......    8.02           0.42           0.71         1.13          (0.42)         (0.12)            0.59       
  Year ended 9/30/92.......    7.74           0.46           0.30         0.76          (0.46)         (0.02)            0.28       
  Year ended 9/30/91.......    7.34           0.47           0.49         0.96          (0.47)         (0.09)            0.40       
  Year ended 9/30/90.......    7.50           0.47          (0.16)        0.31          (0.47)            --            (0.16)      
  Year ended 9/30/89.......    7.31           0.49           0.19         0.68          (0.49)            --             0.19       
  Year ended 9/30/88.......    6.76           0.50           0.56         1.06          (0.50)         (0.01)            0.55       
  Year ended 9/30/87.......    7.58           0.51          (0.81)       (0.30)         (0.51)         (0.01)           (0.82)      
  7/15/86*- 9/30/86........    7.14           0.10           0.44         0.54          (0.10)            --             0.44       

Pennsylvania--Class D                                                                                                              
  Year ended 9/30/95.......    7.54           0.31           0.37         0.68          (0.31)         (0.13)            0.24       
  2/1/94**- 9/30/94........    8.37           0.22          (0.83)       (0.61)         (0.22)            --            (0.83)      

National Series--Class A                                                                                                           
  Year ended 9/30/95.......    7.18           0.40           0.40         0.80          (0.40)            --             0.40       
  Year ended 9/30/94.......    8.72           0.41          (1.04)       (0.63)         (0.41)         (0.50)           (1.54)      
  Year ended 9/30/93.......    8.07           0.45           0.78         1.23          (0.45)         (0.13)            0.65       
  Year ended 9/30/92.......    7.90           0.48           0.20         0.68          (0.48)         (0.03)            0.17       
  Year ended 9/30/91.......    7.44           0.49           0.54         1.03          (0.49)         (0.08)            0.46       
  Year ended 9/30/90.......    7.73           0.51          (0.19)        0.32          (0.51)         (0.10)           (0.29)      
  Year ended 9/30/89.......    7.64           0.53           0.11         0.64          (0.53)         (0.02)            0.09       
  Year ended 9/30/88.......    7.41           0.54           0.55         1.09          (0.54)         (0.32)            0.23       
  Year ended 9/30/87.......    8.48           0.59          (0.74)       (0.15)         (0.59)         (0.33)           (1.07)      
  Year ended 9/30/86.......    7.47           0.64           1.20         1.84          (0.64)         (0.19)            1.01       

National Series--Class D                                                                                                           
  Year ended 9/30/95.......    7.18           0.32           0.39         0.71          (0.32)            --             0.39       
  2/1/94** - 9/30/94 ......    8.20           0.22          (1.02)       (0.80)         (0.22)            --            (1.02)      

Colorado Series--Class A                                                                                                           
  Year ended 9/30/95.......    7.09           0.38           0.21         0.59          (0.38)            --             0.21       
  Year ended 9/30/94.......    7.76           0.37          (0.59)       (0.22)         (0.37)         (0.08)           (0.67)      
  Year ended 9/30/93.......    7.34           0.39           0.49         0.88          (0.39)         (0.07)            0.42       
  Year ended 9/30/92.......    7.22           0.42           0.12         0.54          (0.42)            --             0.12       
  Year ended 9/30/91.......    6.91           0.44           0.31         0.75          (0.44)            --             0.31       
  Year ended 9/30/90.......    7.06           0.46          (0.15)        0.31          (0.46)            --            (0.15)      
  Year ended 9/30/89.......    6.87           0.46           0.19         0.65          (0.46)            --             0.19       
  Year ended 9/30/88.......    6.38           0.46           0.53         0.99          (0.46)         (0.04)            0.49       
  Year ended 9/30/87.......    7.07           0.47          (0.66)       (0.19)         (0.47)         (0.03)           (0.69)      
  5/1/86*- 9/30/86.........    7.14           0.19          (0.07)        0.12          (0.19)            --            (0.07)      

Colorado Series--Class D                                                                                                           
  Year ended 9/30/95.......    7.09           0.30           0.20         0.50          (0.30)            --             0.20       
  2/1/94** - 9/30/94.......    7.72           0.20          (0.63)       (0.43)         (0.20)            --            (0.63)      
</TABLE>



<TABLE>
<CAPTION>
                                                                               Ratio of                         
                                                                                 Net                                
                                               Total Return      Ratio of     Investment                                Adjusted Net
                                 Net Asset       Based on        Expenses       Income                  Net Assets at     Invesment
Per Share Operating               Value at      Net Asset       to Average    to Average   Portfolio    End of Period       Income
  Performance:                 End of Period      Value        Net Assets#   Net Assets#    Turnover   (000's omitted)    Per Share#
  ------------                 -------------      -----        -----------   -----------    --------   ---------------    ----------
<S>                               <C>             <C>              <C>          <C>          <C>           <C>             <C>      
New Jersey--Class A     
  Year ended 9/30/95.......       $7.59            9.77%           1.01%        5.29%         4.66%        $73,561         $0.39    
  Year ended 9/30/94.......        7.40           (4.25)           0.90         5.24         12.13          73,942          0.40    
  Year ended 9/30/93.......        8.24           14.02            0.86         5.37         15.90          82,447          0.40    
  Year ended 9/30/92.......        7.74            9.70            0.85         5.74         27.13          74,256          0.42    
  Year ended 9/30/91.......        7.49           13.97            0.81         6.02         14.64          65,044          0.42    
  Year ended 9/30/90.......        7.01            5.04            0.81         6.32         37.26          54,287          0.43    
  Year ended 9/30/89.......        7.17            9.91            0.57         6.70         16.10          51,015          0.44    
  2/16/88*- 9/30/88........        6.98            1.96            0.40+        6.92+         8.20          35,563          0.26    

New Jersey--Class D                                                                                                                 
  Year ended 9/30/95.......        7.67            8.79            1.89         4.45          4.66           1,190          0.33    
  2/1/94**- 9/30/94........        7.48          (5.47)            1.75+        4.37+        12.13++           986          0.22    

Pennsylvania--Class A                                                                                                               
  Year ended 9/30/95.......        7.79           10.55            1.21         5.05         11.78          33,251                  
  Year ended 9/30/94.......        7.55           (5.00)           1.16         4.91          7.71          34,943                  
  Year ended 9/30/93.......        8.61           14.71            1.19         5.14         40.74          41,296                  
  Year ended 9/30/92.......        8.02           10.04            1.01         5.79         32.87          39,431          0.45    
  Year ended 9/30/91.......        7.74           13.40            0.98         6.16         25.24          37,853          0.45    
  Year ended 9/30/90.......        7.34            4.13            0.06         6.24         40.64          35,572          0.45    
  Year ended 9/30/89.......        7.50            9.53            0.92         6.56          9.05          41,856          0.47    
  Year ended 9/30/88.......        7.31           16.20            0.83         6.96          4.14          30,796          0.48    
  Year ended 9/30/87.......        6.76           (4.21)           0.58         6.78          9.19          30,014          0.47    
  7/15/86*- 9/30/86........        7.58            7.19              --         5.92+           --          19,306          0.07    

Pennsylvania--Class D                                                                                                               
  Year ended 9/30/95.......        7.78            9.53            2.23         4.10         11.78             426                  
  2/1/94**- 9/30/94........        7.54           (7.50)           2.00+        4.20+         7.71++            43                  

National Series--Class A                                                                                                            
  Year ended 9/30/95.......        7.58           11.48            0.86         5.46         24.91         104,184                  
  Year ended 9/30/94.......        7.18           (7.83)           0.85         5.30         24.86         111,374                  
  Year ended 9/30/93.......        8.72           16.00            0.86         5.49         72.68         136,394                  
  Year ended 9/30/92.......        8.07            8.84            0.77         6.02         63.99         132,130                  
  Year ended 9/30/91.......        7.90           14.24            0.80         6.35         71.67         136,326                  
  Year ended 9/30/90.......        7.44            4.10            0.78         6.64         55.01         133,412                  
  Year ended 9/30/89.......        7.73            8.62            0.78         6.86         71.90         140,376                  
  Year ended 9/30/88.......        7.64           16.43            0.83         7.35         40.58         135,667                  
  Year ended 9/30/87.......        7.41           (2.37)           0.74         7.15         64.79         133,341                  
  Year ended 9/30/86.......        8.48           26.17            0.76         7.81         62.28         110,428                  

National Series--Class D                                                                                                            
  Year ended 9/30/95.......        7.57           10.17            1.95         4.40         24.91           1,215                  
  2/1/94** - 9/30/94 ......        7.18           (9.96)           1.76+        4.37+        24.86++           446                  

Colorado Series--Class A                                                                                                            
  Year ended 9/30/95.......        7.30            8.56            0.93         5.31         14.70          54,858                  
  Year ended 9/30/94.......        7.09           (2.92)           0.86         5.06         10.07          58,197                  
  Year ended 9/30/93.......        7.76           12.54            0.90         5.21         14.09          67,912                  
  Year ended 9/30/92.......        7.34            7.74            0.81         5.81         23.22          64,900                  
  Year ended 9/30/91.......        7.22           11.15            0.84         6.19         14.60          64,310                  
  Year ended 9/30/90.......        6.91            4.38            0.85         6.47         31.89          63,173                  
  Year ended 9/30/89.......        7.06            9.70            0.86         6.56            --          62,515                  
  Year ended 9/30/88.......        6.87           16.19            0.88         6.89         12.95          66,257                  
  Year ended 9/30/87.......        6.38           (3.18)           0.77         6.61         16.70          79,961          0.46    
  5/1/86*- 9/30/86.........        7.07            1.53            0.55+        6.31+        12.11          63,796          0.18    

Colorado Series--Class D                                                                                                            
  Year ended 9/30/95.......        7.29            7.26            2.02         4.23         14.70             193                  
  2/1/94** - 9/30/94.......        7.09           (5.73)           1.78+        4.05+        10.07++            96                  
</TABLE>
                               

                                                      Adjusted 
                                       Adjusted       Ratio of 
                                      Ratio of    Net Investment
                                     Expenses to       Income  
                                     Average Net     to Average
                                       Assets#      Net Assets#
                                       -------      -----------
New Jersey--Class A                                            
  Year ended 9/30/95.......             1.06%          5.24%   
  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                                            
  Year ended 9/30/95.......             1.94           4.40    
  2/1/94**- 9/30/94........             1.87+          4.25+   

Pennsylvania--Class A                                          
  Year ended 9/30/95.......                                    
  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                                          
  Year ended 9/30/95.......                                    
  2/1/94**- 9/30/94........                                    

National Series--Class A                                       
  Year ended 9/30/95.......                                    
  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.......                                    

National Series--Class D                                       
  Year ended 9/30/95.......                                    
  2/1/94** - 9/30/94 ......                                    

Colorado Series--Class A                                       
  Year ended 9/30/95.......                                    
  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                                       
  Year ended 9/30/95.......                                    
  2/1/94** - 9/30/94.......                                    
- ----------
 #   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    Distributions     Net Increase    
Per Share Operating        at Beginning    Investment    Investment    Investment     Paid or        from Net      (Decrease) in    
  Performance:              of Period       Income#     Gain (Loss)    Operations     Declared    Gain Realized   Net Asset Value   
  ------------              ---------       -------     -----------    ----------     --------    -------------   ---------------   
<S>                           <C>            <C>           <C>            <C>          <C>           <C>               <C>         
Georgia Series--Class A
  Year ended 9/30/95.......   $7.48          $0.39         $0.43          $0.82        $(0.39)       $(0.10)           $0.33       
  Year ended 9/30/94.......    8.43           0.41         (0.86)         (0.45)        (0.41)        (0.09)           (0.95)      
  Year ended 9/30/93.......    7.85           0.43          0.62           1.05         (0.43)        (0.04)            0.58       
  Year ended 9/30/92.......    7.63           0.46          0.25           0.71         (0.46)        (0.03)            0.22       
  Year ended 9/30/91.......    7.18           0.47          0.46           0.93         (0.47)        (0.01)            0.45       
  Year ended 9/30/90.......    7.30           0.48         (0.10)          0.38         (0.48)        (0.02)           (0.12)      
  Year ended 9/30/89.......    7.09           0.48          0.22           0.70         (0.48)        (0.01)            0.21       
  Year ended 9/30/88.......    6.49           0.49          0.60           1.09         (0.49)           --             0.60       
  6/15/87*- 9/30/87........    7.14           0.13         (0.65)         (0.52)        (0.13)           --            (0.65)      

Georgia Series--Class D                                                                                              
  Year ended 9/30/95.......    7.49           0.32          0.43           0.75         (0.32)        (0.10)            0.33       
  2/1/94** - 9/30/94.......    8.33           0.22         (0.84)         (0.62)        (0.22)           --            (0.84)      

Louisiana Series--Class A                                                                                            
  Year ended 9/30/95.......    7.94           0.43          0.34           0.77         (0.43)        (0.14)            0.20       
  Year ended 9/30/94.......    8.79           0.44         (0.77)         (0.33)        (0.44)        (0.08)           (0.85)      
  Year ended 9/30/93.......    8.38           0.46          0.51           0.97         (0.46)        (0.10)            0.41       
  Year ended 9/30/92.......    8.18           0.49          0.24           0.73         (0.49)        (0.04)            0.20       
  Year ended 9/30/91.......    7.70           0.50          0.50           1.00         (0.50)        (0.02)            0.48       
  Year ended 9/30/90.......    7.88           0.52         (0.12)          0.40         (0.52)        (0.06)           (0.18)      
  Year ended 9/30/89.......    7.79           0.53          0.15           0.68         (0.53)        (0.06)            0.09       
  Year ended 9/30/88.......    7.36           0.55          0.49           1.04         (0.55)        (0.06)            0.43       
  Year ended 9/30/87.......    7.93           0.55         (0.49)          0.06         (0.55)        (0.08)           (0.57)      
  10/1/85*- 9/30/86........    7.14           0.58          0.79           1.37         (0.58)           --             0.79       

Louisiana Series--Class D                                                                                            
  Year ended 9/30/95.......    7.94           0.35          0.34           0.69         (0.35)        (0.14)            0.20       
  2/1/94** - 9/30/94.......    8.73           0.24         (0.79)         (0.55)        (0.24)           --            (0.79)      

Maryland Series--Class A                                                                                             
  Year ended 9/30/95.......    7.71           0.41          0.38           0.79         (0.41)        (0.13)            0.25       
  Year ended 9/30/94.......    8.64           0.42         (0.76)         (0.34)        (0.42)        (0.17)           (0.93)      
  Year ended 9/30/93.......    8.15           0.44          0.59           1.03         (0.44)        (0.10)            0.49       
  Year ended 9/30/92.......    7.94           0.46          0.24           0.70         (0.46)        (0.03)            0.21       
  Year ended 9/30/91.......    7.45           0.47          0.49           0.96         (0.47)           --             0.49       
  Year ended 9/30/90.......    7.59           0.48         (0.14)          0.34         (0.48)           --            (0.14)      
  Year ended 9/30/89.......    7.39           0.48          0.20           0.68         (0.48)           --             0.20       
  Year ended 9/30/88.......    6.87           0.47          0.56           1.03         (0.47)        (0.04)            0.52       
  Year ended 9/30/87.......    7.59           0.48         (0.72)         (0.24)        (0.48)           --            (0.72)      
  10/1/85*- 9/30/86........    7.14           0.54          0.45           0.99         (0.54)           --             0.45       

Maryland Series--Class D                                                                                             
  Year ended 9/30/95.......    7.72           0.33          0.38           0.71         (0.33)        (0.13)            0.25       
  2/1/94** - 9/30/94 ......    8.46           0.23         (0.74)         (0.51)        (0.23)           --            (0.74)      

Massachusetts Series--Class A                                                                                        
  Year ended 9/30/95.......    7.66           0.42          0.28           0.70         (0.42)        (0.03)            0.25       
  Year ended 9/30/94.......    8.54           0.44         (0.67)         (0.23)        (0.44)        (0.21)           (0.88)      
  Year ended 9/30/93.......    8.06           0.47          0.55           1.02         (0.47)        (0.07)            0.48       
  Year ended 9/30/92.......    7.86           0.49          0.24           0.73         (0.49)        (0.04)            0.20       
  Year ended 9/30/91.......    7.26           0.50          0.62           1.12         (0.50)        (0.02)            0.60       
  Year ended 9/30/90.......    7.65           0.50         (0.31)          0.19         (0.50)        (0.08)           (0.39)      
  Year ended 9/30/89.......    7.62           0.52          0.08           0.60         (0.52)        (0.05)            0.03       
  Year ended 9/30/88.......    7.20           0.53          0.51           1.04         (0.53)        (0.09)            0.42       
  Year ended 9/30/87.......    8.07           0.55         (0.69)         (0.14)        (0.55)        (0.18)           (0.87)      
  Year ended 9/30/86.......    7.30           0.60          0.78           1.38         (0.60)        (0.01)            0.77       

Massachusetts Series--Class D                                                                                        
  Year ended 9/30/95.......    7.66           0.34          0.27           0.61         (0.34)        (0.03)            0.24       
  2/1/94** - 9/30/94 ......    8.33           0.24         (0.67)         (0.43)        (0.24)           --            (0.67)      

Michigan Series--Class A                                                                                             
  Year ended 9/30/95.......    8.28           0.46          0.30           0.76         (0.46)        (0.04)            0.26       
  Year ended 9/30/94.......    9.08           0.46         (0.71)         (0.25)        (0.46)        (0.09)           (0.80)      
  Year ended 9/30/93.......    8.68           0.47          0.59           1.06         (0.47)        (0.19)            0.40       
  Year ended 9/30/92.......    8.38           0.50          0.35           0.85         (0.50)        (0.05)            0.30       
  Year ended 9/30/91.......    7.89           0.51          0.51           1.02         (0.51)        (0.02)            0.49       
  Year ended 9/30/90.......    8.14           0.52         (0.16)          0.36         (0.52)        (0.09)           (0.25)      
  Year ended 9/30/89.......    7.94           0.54          0.23           0.77         (0.54)        (0.03)            0.20       
  Year ended 9/30/88.......    7.48           0.54          0.58           1.12         (0.54)        (0.12)            0.46       
  Year ended 9/30/87.......    8.54           0.56         (0.77)         (0.21)        (0.56)        (0.29)           (1.06)      
  Year ended 9/30/86.......    7.55           0.62          1.09           1.71         (0.62)        (0.10)            0.99       

Michigan Series--Class D                                                                                             
  Year ended 9/30/95.......    8.28           0.37          0.30           0.67         (0.37)        (0.04)            0.26       
  2/1/94** - 9/30/94.......    9.01           0.25         (0.73)         (0.48)        (0.25)           --            (0.73)      
</TABLE>


<TABLE>
<CAPTION>
                                                                               Ratio of                         
                                                                                 Net                                
                                               Total Return      Ratio of     Investment                                Adjusted Net
                                 Net Asset       Based on        Expenses       Income                  Net Assets at     Invesment
Per Share Operating               Value at      Net Asset       to Average    to Average   Portfolio    End of Period       Income
  Performance:                 End of Period      Value        Net Assets#   Net Assets#    Turnover   (000's omitted)    Per Share#
  ------------                 -------------      -----        -----------   -----------    --------   ---------------    ----------
<S>                               <C>            <C>              <C>            <C>           <C>          <C>             <C>     
Georgia Series--Class A      
  Year ended 9/30/95.......       $7.81          11.66%           0.91%          5.26%         3.36%        $57,678         $0.39   
  Year ended 9/30/94.......        7.48          (5.52)           0.73           5.21         19.34          61,466          0.40   
  Year ended 9/30/93.......        8.43          13.96            0.63           5.34         12.45          64,650          0.40   
  Year ended 9/30/92.......        7.85           9.64            0.47           5.95         10.24          44,585          0.43   
  Year ended 9/30/91.......        7.63          13.30            0.59           6.30          6.07          28,317          0.43   
  Year ended 9/30/90.......        7.18           5.19            0.53           6.53          5.83          19,002          0.44   
  Year ended 9/30/89.......        7.30          10.15            0.64           6.59            --          14,452          0.44   
  Year ended 9/30/88.......        7.09          17.51            0.36           7.15          6.32           9,752          0.43   
  6/15/87*- 9/30/87........        6.49          (7.61)           0.17+          6.64+        21.71           6,382          0.07   

Georgia Series--Class D                                                                                                             
  Year ended 9/30/95.......        7.82          10.58            1.90           4.28          3.36           2,079          0.31   
  2/1/94** - 9/30/94.......        7.49          (7.57)           1.76+          4.28+        19.34++           849          0.21   

Louisiana Series--Class A                                                                                                           
  Year ended 9/30/95.......        8.14          10.30            0.89           5.44          4.82          61,988                 
  Year ended 9/30/94.......        7.94          (3.83)           0.87           5.31         17.16          61,441                 
  Year ended 9/30/93.......        8.79          12.10            0.87           5.40          9.21          67,529                 
  Year ended 9/30/92.......        8.38           9.13            0.80           5.89         25.45          57,931                 
  Year ended 9/30/91.......        8.18          13.49            0.83           6.31         20.85          50,089                 
  Year ended 9/30/90.......        7.70           5.20            0.81           6.62         31.54          43,475                 
  Year ended 9/30/89.......        7.88           9.04            0.84           6.82         12.94          43,908                 
  Year ended 9/30/88.......        7.79          14.69            0.85           7.19         36.01          42,521                 
  Year ended 9/30/87.......        7.36           0.62            0.73           7.02         10.20          49,661                 
  10/1/85*- 9/30/86........        7.93          19.47            0.62+          7.44+        31.18          45,338          0.57   

Louisiana Series--Class D                                                                                                           
  Year ended 9/30/95.......        8.14           9.17            1.91           4.41          4.82             465                 
  2/1/94** - 9/30/94.......        7.94          (6.45)           1.78+          4.33+        17.16++           704                 

Maryland Series--Class A                                                                                                            
  Year ended 9/30/95.......        7.96          10.90            0.96           5.31          3.63          56,290                 
  Year ended 9/30/94.......        7.71          (4.08)           0.92           5.17         17.68          57,263                 
  Year ended 9/30/93.......        8.64          13.23            0.97           5.28         14.10          64,472                 
  Year ended 9/30/92.......        8.15           9.15            0.86           5.76         29.57          57,208                 
  Year ended 9/30/91.......        7.94          13.26            0.88           6.09         18.84          54,068                 
  Year ended 9/30/90.......        7.45           4.47            0.87           6.26         16.50          47,283                 
  Year ended 9/30/89.......        7.59           9.43            0.87           6.38          2.19          46,643                 
  Year ended 9/30/88.......        7.39          15.73            0.91           6.63         17.42          45,939                 
  Year ended 9/30/87.......        6.87          (3.41)           0.87           6.45         21.48          50,580                 
  10/1/85*- 9/30/86........        7.59          14.11            0.59+          6.90+         4.60          46,478          0.53   

Maryland Series--Class D                                                                                                            
  Year ended 9/30/95.......        7.97           9.75            2.02           4.27          3.63             630                 
  2/1/94** - 9/30/94 ......        7.72          (6.21)           1.80+          4.26+        17.68++           424                 

Massachusetts Series--Class A                                                                                                       
  Year ended 9/30/95.......        7.91           9.58            0.86           5.51         16.68         115,711                 
  Year ended 9/30/94.......        7.66          (2.94)           0.85           5.46         12.44         120,149                 
  Year ended 9/30/93.......        8.54          13.18            0.88           5.65         20.66         139,504                 
  Year ended 9/30/92.......        8.06           9.75            0.77           6.27         27.92         128,334                 
  Year ended 9/30/91.......        7.86          15.84            0.83           6.64         14.37         118,022                 
  Year ended 9/30/90.......        7.26           2.48            0.79           6.66         19.26         110,246                 
  Year ended 9/30/89.......        7.65           8.18            0.79           6.81          7.51         122,515                 
  Year ended 9/30/88.......        7.62          15.15            0.84           7.02         21.77         126,150                 
  Year ended 9/30/87.......        7.20          (2.16)           0.79           6.95         16.14         131,404                 
  Year ended 9/30/86.......        8.07          19.49            0.78           7.50         27.39         131,732                 

Massachusetts Series--Class D                                                                                                       
  Year ended 9/30/95.......        7.90           8.33            1.95           4.47         16.68             890                 
  2/1/94** - 9/30/94 ......        7.66          (5.34)           1.78+          4.52+        12.44++         1,099                 

Michigan Series--Class A                                                                                                            
  Year ended 9/30/95.......        8.54           9.56            0.87           5.50         20.48         151,589                 
  Year ended 9/30/94.......        8.28          (2.90)           0.84           5.32         10.06         151,095                 
  Year ended 9/30/93.......        9.08          12.97            0.83           5.41          6.33         164,638                 
  Year ended 9/30/92.......        8.68          10.55            0.76           5.93         32.12         144,524                 
  Year ended 9/30/91.......        8.38          13.34            0.80           6.28         22.81         129,004                 
  Year ended 9/30/90.......        7.89           4.57            0.80           6.47         26.36         112,689                 
  Year ended 9/30/89.......        8.14           9.91            0.81           6.67          8.24         111,180                 
  Year ended 9/30/88.......        7.94          15.98            0.88           7.06         34.00         104,904                 
  Year ended 9/30/87.......        7.48          (2.87)           0.79           6.89         15.40         104,053                 
  Year ended 9/30/86.......        8.54          23.73            0.82           7.41         40.68          99,013                 

Michigan Series--Class D                                                                                                            
  Year ended 9/30/95.......        8.54           8.36            2.01           4.40         20.48           1,172                 
  2/1/94** - 9/30/94.......        8.28          (5.47)           1.75+          4.40+        10.06++           671                 
</TABLE>
                             

                                                      Adjusted 
                                       Adjusted       Ratio of 
                                      Ratio of    Net Investment
                                     Expenses to       Income  
                                     Average Net     to Average
                                       Assets#      Net Assets#
                                       -------      -----------
Georgia Series--Class A      
  Year ended 9/30/95.......             0.96%          5.21%     
  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                                          
  Year ended 9/30/95.......             1.95           4.23      
  2/1/94** - 9/30/94.......             1.90+          4.15+     

Louisiana Series--Class A                                        
  Year ended 9/30/95.......                                      
  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                                        
  Year ended 9/30/95.......                                      
  2/1/94** - 9/30/94.......                                      

Maryland Series--Class A                                         
  Year ended 9/30/95.......                                      
  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                                         
  Year ended 9/30/95.......                                      
  2/1/94** - 9/30/94 ......                                      

Massachusetts Series--Class A                                    
  Year ended 9/30/95.......                                      
  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.......                                      

Massachusetts Series--Class D                                    
  Year ended 9/30/95.......                                      
  2/1/94** - 9/30/94 ......                                      

Michigan Series--Class A                                         
  Year ended 9/30/95.......                                      
  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.......                                      

Michigan Series--Class D                                         
  Year ended 9/30/95.......
  2/1/94** - 9/30/94.......                                      

- ----------
 #   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    Distributions     Net Increase    
Per Share Operating        at Beginning    Investment    Investment    Investment     Paid or        from Net      (Decrease) in    
  Performance:              of Period       Income#     Gain (Loss)    Operations     Declared    Gain Realized   Net Asset Value   
  ------------              ---------       -------     -----------    ----------     --------    -------------   ---------------   
<S>                           <C>            <C>            <C>           <C>          <C>           <C>              <C>         
Minnesota Series--Class A
  Year ended 9/30/95.......   $7.72          $0.45          $0.11         $0.56        $(0.45)       $(0.01)          $0.10       
  Year ended 9/30/94.......    8.28           0.45          (0.44)        (0.01)        (0.45)        (0.12)          (0.56)      
  Year ended 9/30/93.......    7.89           0.47           0.51          0.98         (0.47)        (0.12)           0.39       
  Year ended 9/30/92.......    7.81           0.49           0.09          0.58         (0.49)        (0.01)           0.08       
  Year ended 9/30/91.......    7.49           0.49           0.32          0.81         (0.49)           --            0.32       
  Year ended 9/30/90.......    7.60           0.49          (0.06)         0.43         (0.49)        (0.05)          (0.11)      
  Year ended 9/30/89.......    7.52           0.51           0.11          0.62         (0.51)        (0.03)           0.08       
  Year ended 9/30/88.......    7.12           0.51           0.48          0.99         (0.51)        (0.08)           0.40       
  Year ended 9/30/87.......    7.99           0.53          (0.66)        (0.13)        (0.53)        (0.21)          (0.87)      
  Year ended 9/30/86.......    7.15           0.58           0.88          1.46         (0.58)        (0.04)           0.84       

Minnesota Series--Class D                                                                                           
  Year ended 9/30/95.......    7.73           0.38           0.10          0.48         (0.38)        (0.01)           0.09       
  2/1/94** - 9/30/94 ......    8.22           0.25          (0.49)        (0.24)        (0.25)           --           (0.49)      

Missouri Series--Class A                                                                                            
  Year ended 9/30/95.......    7.41           0.40           0.36          0.76         (0.40)        (0.07)           0.29       
  Year ended 9/30/94.......    8.31           0.40          (0.79)        (0.39)        (0.40)        (0.11)          (0.90)      
  Year ended 9/30/93.......    7.80           0.42           0.57          0.99         (0.42)        (0.06)           0.51       
  Year ended 9/30/92.......    7.72           0.44           0.15          0.59         (0.44)        (0.07)           0.08       
  Year ended 9/30/91.......    7.22           0.46           0.50          0.96         (0.46)           --            0.50       
  Year ended 9/30/90.......    7.28           0.45          (0.06)         0.39         (0.45)           --           (0.06)      
  Year ended 9/30/89.......    7.10           0.47           0.18          0.65         (0.47)           --            0.18       
  Year ended 9/30/88.......    6.57           0.48           0.58          1.06         (0.48)        (0.05)           0.53       
  Year ended 9/30/87.......    7.32           0.47          (0.75)        (0.28)        (0.47)           --           (0.75)      
  7/1/86*- 9/30/86.........    7.14           0.11           0.18          0.29         (0.11)           --            0.18       

Missouri Series--Class D                                                                                            
  Year ended 9/30/95.......    7.41           0.32           0.36          0.68         (0.32)        (0.07)           0.29       
  2/1/94** - 9/30/94 ......    8.20           0.22          (0.79)        (0.57)        (0.22)           --           (0.79)      

New York Series--Class A                                                                                            
  Year ended 9/30/95.......    7.67           0.42           0.36          0.78         (0.42)        (0.17)           0.19       
  Year ended 9/30/94.......    8.75           0.43          (0.88)        (0.45)        (0.43)        (0.20)          (1.08)      
  Year ended 9/30/93.......    8.13           0.45           0.74          1.19         (0.45)        (0.12)           0.62       
  Year ended 9/30/92.......    7.94           0.49           0.26          0.75         (0.49)        (0.07)           0.19       
  Year ended 9/30/91.......    7.40           0.50           0.54          1.04         (0.50)           --            0.54       
  Year ended 9/30/90.......    7.71           0.51          (0.26)         0.25         (0.51)        (0.05)          (0.31)      
  Year ended 9/30/89.......    7.57           0.52           0.17          0.69         (0.52)        (0.03)           0.14       
  Year ended 9/30/88.......    7.28           0.52           0.48          1.00         (0.52)        (0.19)           0.29       
  Year ended 9/30/87.......    8.24           0.55          (0.71)        (0.16)        (0.55)        (0.25)          (0.96)      
  Year ended 9/30/86.......    7.40           0.60           0.94          1.54         (0.60)        (0.10)           0.84       

New York Series--Class D                                                                                            
  Year ended 9/30/95.......    7.67           0.34           0.37          0.71         (0.34)        (0.17)           0.20       
  2/1/94** - 9/30/94 ......    8.55           0.23          (0.88)        (0.65)        (0.23)           --           (0.88)      

Ohio Series--Class A                                                                                                
  Year ended 9/30/95.......    7.90           0.44           0.28          0.72         (0.44)        (0.07)           0.21       
  Year ended 9/30/94.......    8.77           0.44          (0.70)        (0.26)        (0.44)        (0.17)          (0.87)      
  Year ended 9/30/93.......    8.28           0.46           0.56          1.02         (0.46)        (0.07)           0.49       
  Year ended 9/30/92.......    8.06           0.49           0.26          0.75         (0.49)        (0.04)           0.22       
  Year ended 9/30/91.......    7.62           0.51           0.45          0.96         (0.51)        (0.01)           0.44       
  Year ended 9/30/90.......    7.80           0.52          (0.08)         0.44         (0.52)        (0.10)          (0.18)      
  Year ended 9/30/89.......    7.71           0.54           0.11          0.65         (0.54)        (0.02)           0.09       
  Year ended 9/30/88.......    7.38           0.54           0.53          1.07         (0.54)        (0.20)           0.33       
  Year ended 9/30/87.......    8.09           0.57          (0.59)        (0.02)        (0.57)        (0.12)          (0.71)      
  Year ended 9/30/86.......    7.27           0.61           0.87          1.48         (0.61)        (0.05)           0.82       

Ohio Series--Class D                                                                                                
  Year ended 9/30/95.......    7.92           0.36           0.30          0.66         (0.36)        (0.07)           0.23       
  2/1/94** - 9/30/94 ......    8.61           0.24          (0.69)        (0.45)        (0.24)           --           (0.69)      

Oregon Series--Class A                                                                                              
  Year ended 9/30/95.......    7.43           0.40           0.25          0.65         (0.40)        (0.02)           0.23       
  Year ended 9/30/94.......    8.08           0.40          (0.59)        (0.19)        (0.40)        (0.06)          (0.65)      
  Year ended 9/30/93.......    7.60           0.42           0.48          0.90         (0.42)           --            0.48       
  Year ended 9/30/92.......    7.42           0.42           0.18          0.60         (0.42)           --            0.18       
  Year ended 9/30/91.......    6.96           0.44           0.46          0.90         (0.44)           --            0.46       
  Year ended 9/30/90.......    7.05           0.44          (0.09)         0.35         (0.44)           --           (0.09)      
  Year ended 9/30/89.......    6.83           0.44           0.22          0.66         (0.44)           --            0.22       
  Year ended 9/30/88.......    6.21           0.45           0.62          1.07         (0.45)           --            0.62       
  10/15/86*- 9/30/87.......    7.14           0.43          (0.93)        (0.50)        (0.43)           --           (0.93)      

Oregon Series--Class D                                                                                              
  Year ended 9/30/95.......    7.43           0.33           0.24          0.57         (0.33)        (0.02)           0.22       
  2/1/94**- 9/30/94 .......    8.02           0.22          (0.59)        (0.37)        (0.22)           --           (0.59)      
</TABLE>


<TABLE>
<CAPTION>
                                                                               Ratio of                         
                                                                                 Net                                
                                               Total Return      Ratio of     Investment                                Adjusted Net
                                 Net Asset       Based on        Expenses       Income                  Net Assets at     Invesment
Per Share Operating               Value at      Net Asset       to Average    to Average   Portfolio    End of Period       Income
  Performance:                 End of Period      Value        Net Assets#   Net Assets#    Turnover   (000's omitted)    Per Share#
  ------------                 -------------      -----        -----------   -----------    --------   ---------------    ----------
<S>                               <C>             <C>             <C>            <C>           <C>         <C>                      
Minnesota Series--Class A   
  Year ended 9/30/95.......       $7.82           7.61%           0.87%          5.89%         5.57%       $132,716                 
  Year ended 9/30/94.......        7.72           0.12            0.85           5.70          3.30         134,990                 
  Year ended 9/30/93.......        8.28          13.06            0.90           5.89          5.73         144,600                 
  Year ended 9/30/92.......        7.89           7.71            0.80           6.29         12.08         151,922                 
  Year ended 9/30/91.......        7.81          11.10            0.80           6.28          2.61         182,979                 
  Year ended 9/30/90.......        7.49           5.79            0.81           6.40         12.10         160,930                 
  Year ended 9/30/89.......        7.60           8.34            0.83           6.61          7.55         148,425                 
  Year ended 9/30/88.......        7.52          14.76            0.87           6.95         35.37         132,541                 
  Year ended 9/30/87.......        7.12          (1.94)           0.89           6.85         16.76         118,093                 
  Year ended 9/30/86.......        7.99          21.25            0.90           7.41         24.98         108,016                 
                                                                                                                                    
Minnesota Series--Class D                                                                                                           
  Year ended 9/30/95.......        7.82           6.45            1.85           4.92          5.57           2,237                 
  2/1/94** - 9/30/94 ......        7.73          (3.08)           1.74+          4.68+         3.30++         1,649                 
                                                                                                                                    
Missouri Series--Class A                                                                                                            
  Year ended 9/30/95.......        7.70          10.67            0.88           5.31          3.88          51,169         $0.39   
  Year ended 9/30/94.......        7.41          (4.85)           0.74           5.18         14.33          52,621          0.39   
  Year ended 9/30/93.......        8.31          13.17            0.71           5.29         17.03          56,861          0.41   
  Year ended 9/30/92.......        7.80           7.87            0.83           5.71         18.80          49,459                 
  Year ended 9/30/91.......        7.72          13.61            0.88           6.10         16.30          47,659                 
  Year ended 9/30/90.......        7.22           5.47            0.84           6.20         30.46          50,875                 
  Year ended 9/30/89.......        7.28           9.33            0.96           6.43         32.81          49,162                 
  Year ended 9/30/88.......        7.10          16.74            0.86           6.88         12.32          58,457                 
  Year ended 9/30/87.......        6.57          (4.20)           0.82           6.51         11.53          59,122          0.47   
  7/1/86*- 9/30/86.........        7.32           3.87            0.86+          5.21+         0.18          45,107          0.10   
                                                                                                                                    
Missouri Series--Class D                                                                                                            
  Year ended 9/30/95.......        7.70           9.49            1.98           4.23          3.88             515          0.32   
  2/1/94** - 9/30/94 ......        7.41          (7.16)           1.70+          4.27+        14.33++           350          0.22   
                                                                                                                                    
New York Series--Class A                                                                                                            
  Year ended 9/30/95.......        7.86          10.93            0.88           5.52         34.05          83,980                 
  Year ended 9/30/94.......        7.67          (5.37)           0.87           5.31         28.19          90,914                 
  Year ended 9/30/93.......        8.75          15.26            0.94           5.37         27.90         104,685                 
  Year ended 9/30/92.......        8.13           9.80            0.79           6.09         42.90          92,681                 
  Year ended 9/30/91.......        7.94          14.56            0.80           6.57         44.57          83,684                 
  Year ended 9/30/90.......        7.40           3.19            0.79           6.65         32.14          77,766                 
  Year ended 9/30/89.......        7.71           9.35            0.80           6.78         47.69          75,471                 
  Year ended 9/30/88.......        7.57          14.74            0.86           6.96         62.42          74,238                 
  Year ended 9/30/87.......        7.28          (2.42)           0.77           6.90         20.42          72,782                 
  Year ended 9/30/86.......        8.24          21.75            0.79           7.44         35.89          64,562                 
                                                                                                                                    
New York Series--Class D                                                                                                            
  Year ended 9/30/95.......        7.87           9.87            1.96           4.42         34.05             885                 
  2/1/94** - 9/30/94 ......        7.67          (7.73)           1.81+          4.39+        28.19++           476                 
                                                                                                                                    
Ohio Series--Class A                                                                                                                
  Year ended 9/30/95.......        8.11           9.59            0.84           5.56          2.96         170,191                 
  Year ended 9/30/94.......        7.90          (3.08)           0.84           5.34          9.37         171,469                 
  Year ended 9/30/93.......        8.77          12.81            0.85           5.44         30.68         190,083                 
  Year ended 9/30/92.......        8.28           9.68            0.75           6.02          7.15         170,427                 
  Year ended 9/30/91.......        8.06          12.96            0.77           6.42         13.95         156,179                 
  Year ended 9/30/90.......        7.62           5.70            0.77           6.63         16.05         136,251                 
  Year ended 9/30/89.......        7.80           8.74            0.79           6.91         12.72         131,900                 
  Year ended 9/30/88.......        7.71          15.76            0.83           7.20         26.71         122,386                 
  Year ended 9/30/87.......        7.38          (0.66)           0.78           7.05         15.00         119,703                 
  Year ended 9/30/86.......        8.09          21.17            0.80           7.62         17.21         114,023                 
                                                                                                                                    
Ohio Series--Class D                                                                                                                
  Year ended 9/30/95.......        8.15           8.67            1.93           4.48          2.96             660                 
  2/1/94** - 9/30/94 ......        7.92          (5.36)           1.78+          4.41+         9.37++           324                 
                                                                                                                                    
Oregon Series--Class A                                                                                                              
  Year ended 9/30/95.......        7.66           9.05            0.86           5.40          2.47          59,549          0.40   
  Year ended 9/30/94.......        7.43          (2.38)           0.78           5.20          9.43          59,884          0.39   
  Year ended 9/30/93.......        8.08          12.21            0.78           5.35          8.08          62,095          0.41   
  Year ended 9/30/92.......        7.60           8.35            0.68           5.63          0.21          48,797          0.42   
  Year ended 9/30/91.......        7.42          13.25            0.71           6.06          7.60          39,350          0.42   
  Year ended 9/30/90.......        6.96           4.99            0.72           6.17          4.09          32,221          0.42   
  Year ended 9/30/89.......        7.05           9.95            0.64           6.34          0.19          30,510          0.42   
  Year ended 9/30/88.......        6.83          17.89            0.54           6.86          3.94          26,609          0.42   
  10/15/86*- 9/30/87.......        6.21          (7.68)           0.52+          6.44+        20.16          24,434          0.39   
                                                                                                                                    
Oregon Series--Class D                                                                                                              
  Year ended 9/30/95.......        7.65           7.86            1.83           4.41          2.47           1,495          0.33   
  2/1/94**- 9/30/94 .......        7.43          (4.76)           1.72+          4.32+         9.43++           843          0.22   
</TABLE>


                                                      Adjusted 
                                       Adjusted       Ratio of 
                                      Ratio of    Net Investment
                                     Expenses to       Income  
                                     Average Net     to Average
                                       Assets#      Net Assets#
                                       -------      -----------
Minnesota Series--Class A   
  Year ended 9/30/95.......                                      
  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.......                                      
                                                                 
Minnesota Series--Class D                                        
  Year ended 9/30/95.......                                      
  2/1/94** - 9/30/94 ......                                      
                                                                 
Missouri Series--Class A                                         
  Year ended 9/30/95.......             0.93%          5.26%  
  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                                      
  Year ended 9/30/95.......             2.03           4.18   
  2/1/94** - 9/30/94 ......             1.80+          4.17+  
                                                              
New York Series--Class A                                      
  Year ended 9/30/95.......                                   
  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.......                                   
                                                              
New York Series--Class D                                      
  Year ended 9/30/95.......                                   
  2/1/94** - 9/30/94 ......                                   
                                                              
Ohio Series--Class A                                          
  Year ended 9/30/95.......                                   
  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.......                                   
                                                              
Ohio Series--Class D                                          
  Year ended 9/30/95.......                                   
  2/1/94** - 9/30/94 ......                                   
                                                              
Oregon Series--Class A                                        
  Year ended 9/30/95.......             0.91           5.35   
  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                                        
  Year ended 9/30/95.......             1.88           4.36   
  2/1/94**- 9/30/94 .......             1.82+          4.22+  
                                        
- ----------
 #   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    Distributions     Net Increase    
Per Share Operating        at Beginning    Investment    Investment    Investment     Paid or        from Net      (Decrease) in    
  Performance:              of Period       Income#     Gain (Loss)    Operations     Declared    Gain Realized   Net Asset Value   
  ------------              ---------       -------     -----------    ----------     --------    -------------   ---------------   
<S>                           <C>            <C>            <C>          <C>           <C>            <C>               <C>         
South Carolina Series--Class A
  Year ended 9/30/95.......   $7.61          $0.41          $0.37        $0.78         $(0.41)        $(0.01)           $0.36       
  Year ended 9/30/94.......    8.52           0.41          (0.79)       (0.38)         (0.41)         (0.12)           (0.91)      
  Year ended 9/30/93.......    8.00           0.43           0.54         0.97          (0.43)         (0.02)            0.52       
  Year ended 9/30/92.......    7.71           0.45           0.31         0.76          (0.45)         (0.02)            0.29       
  Year ended 9/30/91.......    7.23           0.46           0.52         0.98          (0.46)         (0.04)            0.48       
  Year ended 9/30/90.......    7.37           0.48          (0.14)        0.34          (0.48)            --            (0.14)      
  Year ended 9/30/89.......    7.21           0.48           0.17         0.65          (0.48)         (0.01)            0.16       
  Year ended 9/30/88.......    6.67           0.50           0.54         1.04          (0.50)            --             0.54       
  6/30/87*-9/30/87.........    7.14           0.11          (0.47)       (0.36)         (0.11)            --            (0.47)      
                                                                                                                     
South Carolina Series--Class D                                                                                       
  Year ended 9/30/95.......    7.61           0.34           0.37         0.71          (0.34)         (0.01)            0.36       
  2/1/94** - 9/30/94 ......    8.42           0.22          (0.81)       (0.59)         (0.22)            --            (0.81)      
                                                                                                                     
California High-Yield Series--Class A                                                                                
  Year ended 9/30/95.......    6.30           0.37           0.17         0.54          (0.37)            --             0.17       
  Year ended 9/30/94.......    6.73           0.37          (0.34)        0.03          (0.37)         (0.09)           (0.43)      
  Year ended 9/30/93.......    6.65           0.39           0.28         0.67          (0.39)         (0.20)            0.08       
  Year ended 9/30/92.......    6.50           0.41           0.16         0.57          (0.41)         (0.01)            0.15       
  Year ended 9/30/91.......    6.18           0.42           0.33         0.75          (0.42)         (0.01)            0.32       
  Year ended 9/30/90.......    6.36           0.42          (0.07)        0.35          (0.42)         (0.11)           (0.18)      
  Year ended 9/30/89.......    6.27           0.44           0.15         0.59          (0.44)         (0.06)            0.09       
  Year ended 9/30/88.......    5.94           0.44           0.39         0.83          (0.44)         (0.06)            0.33       
  Year ended 9/30/87.......    6.73           0.46          (0.53)       (0.07)         (0.46)         (0.26)           (0.79)      
  Year ended 9/30/86.......    5.96           0.51           0.89         1.40          (0.51)         (0.12)            0.77       
                                                                                                                     
California High-Yield Series--Class D                                                                                
  Year ended 9/30/95.......    6.31           0.31           0.17         0.48          (0.31)            --             0.17       
  2/1/94**- 9/30/94........    6.67           0.21          (0.36)       (0.15)         (0.21)            --            (0.36)      
                                                                                                                     
California Quality Series--Class A                                                                                   
  Year ended 9/30/95.......    6.39           0.34           0.32         0.66          (0.34)         (0.06)            0.26       
  Year ended 9/30/94.......    7.28           0.35          (0.73)       (0.38)         (0.35)         (0.16)           (0.89)      
  Year ended 9/30/93.......    6.85           0.37           0.54         0.91          (0.37)         (0.11)            0.43       
  Year ended 9/30/92.......    6.65           0.40           0.22         0.62          (0.40)         (0.02)            0.20       
  Year ended 9/30/91.......    6.22           0.40           0.46         0.86          (0.40)         (0.03)            0.43       
  Year ended 9/30/90.......    6.47           0.40          (0.13)        0.27          (0.40)         (0.12)           (0.25)      
  Year ended 9/30/89.......    6.29           0.42           0.19         0.61          (0.42)         (0.01)            0.18       
  Year ended 9/30/88.......    6.01           0.42           0.39         0.81          (0.42)         (0.11)            0.28       
  Year ended 9/30/87.......    6.73           0.45          (0.59)       (0.14)         (0.45)         (0.13)           (0.72)      
  Year ended 9/30/86.......    5.98           0.49           0.83         1.32          (0.49)         (0.08)            0.75       
                                                                                                                     
California Quality Series--Class D                                                                                   
  Year ended 9/30/95.......    6.38           0.28           0.31         0.59          (0.28)         (0.06)            0.25       
  2/1/94**- 9/30/94 .......    7.13           0.19          (0.75)       (0.56)         (0.19)            --            (0.75)      
                                                                                                                     
Florida Series--Class A                                                                                              
  Year ended 9/30/95.......    7.34           0.40           0.37         0.77          (0.40)            --             0.37       
  Year ended 9/30/94.......    8.20           0.42          (0.74)       (0.32)         (0.42)         (0.12)           (0.86)      
  Year ended 9/30/93.......    7.56           0.46           0.65         1.11          (0.46)         (0.01)            0.64       
  Year ended 9/30/92.......    7.37           0.47           0.19         0.66          (0.47)            --             0.19       
  Year ended 9/30/91.......    6.90           0.43           0.47         0.90          (0.43)            --             0.47       
  Year ended 9/30/90.......    6.99           0.45          (0.09)        0.36          (0.45)            --            (0.09)      
  Year ended 9/30/89.......    6.71           0.46           0.28         0.74          (0.46)            --             0.28       
  Year ended 9/30/88.......    6.02           0.47           0.69         1.16          (0.47)            --             0.69       
  11/17/86*- 9/30/87.......    7.14           0.40          (1.12)       (0.72)         (0.40)            --            (1.12)      
                                                                                                                     
Florida Series--Class D                                                                                              
  Year ended 9/30/95.......    7.34           0.34           0.38         0.72          (0.34)            --             0.38       
    2/1/94**- 9/30/94 .....    8.10           0.24          (0.76)       (0.52)         (0.24)            --            (0.76)      
                                                                                                                     
North Carolina Series--Class A                                                                                       
  Year ended 9/30/95.......    7.30           0.39           0.45         0.84          (0.39)         (0.01)            0.44       
  Year ended 9/30/94.......    8.22           0.41          (0.87)      (0.46)          (0.41)         (0.05)           (0.92)      
  Year ended 9/30/93.......    7.61           0.43           0.63         1.06          (0.43)         (0.02)            0.61       
  Year ended 9/30/92.......    7.39           0.44           0.22         0.66          (0.44)            --             0.22       
  Year ended 9/30/91.......    7.04           0.45           0.35         0.80          (0.45)            --             0.35       
  8/27/90*- 9/30/90........    7.14           0.03          (0.10)       (0.07)         (0.03)            --            (0.10)      
                                                                                                                     
North Carolina Series--Class D                                                                                       
  Year ended 9/30/95.......    7.29           0.33           0.46         0.79          (0.33)         (0.01)            0.45       
  2/1/94**- 9/30/94 .......    8.17           0.23          (0.88)       (0.65)         (0.23)            --            (0.88)      
</TABLE>


<TABLE>
<CAPTION>
                                                                               Ratio of                         
                                                                                 Net                                
                                               Total Return      Ratio of     Investment                                Adjusted Net
                                 Net Asset       Based on        Expenses       Income                  Net Assets at     Invesment
Per Share Operating               Value at      Net Asset       to Average    to Average   Portfolio    End of Period       Income
  Performance:                 End of Period      Value        Net Assets#   Net Assets#    Turnover   (000's omitted)    Per Share#
  ------------                 -------------      -----        -----------   -----------    --------   ---------------    ----------
<S>                                 <C>          <C>              <C>            <C>          <C>         <C>              <C>      
South Carolina Series--Class A    
  Year ended 9/30/95.......         $7.97        10.69%           0.88%          5.38%        4.13%       $112,421                  
  Year ended 9/30/94.......          7.61        (4.61)           0.83           5.12         1.81         115,133                  
  Year ended 9/30/93.......          8.52        12.52            0.85           5.19        17.69         120,589                  
  Year ended 9/30/92.......          8.00        10.08            0.81           5.71         3.37          82,882                  
  Year ended 9/30/91.......          7.71        13.95            0.81           6.14         9.05          63,863         $0.45    
  Year ended 9/30/90.......          7.23         4.48            0.73           6.47        15.26          49,234          0.47    
  Year ended 9/30/89.......          7.37         9.41            0.68           6.48         0.03          46,487          0.46    
  Year ended 9/30/88.......          7.21        16.18            0.33           7.03        12.36          26,385          0.45    
  6/30/87*-9/30/87.........          6.67        (5.37)           0.02+          6.34+          --          12,033          0.08    
                                    
South Carolina Series--Class D
  Year ended 9/30/95.......          7.97         9.63            1.85           4.40         4.13           1,704 
  2/1/94** - 9/30/94 ......          7.61        (7.14)           1.74+          4.29+        1.81++         1,478 

California High-Yield Series--Class A
  Year ended 9/30/95.......          6.47         8.85            0.90           5.84        17.64          51,504                  
  Year ended 9/30/94.......          6.30         0.41            0.85           5.74         8.36          48,007                  
  Year ended 9/30/93.......          6.73        10.66            0.88           5.94         7.70          51,218                  
  Year ended 9/30/92.......          6.65         9.00            0.82           6.20        45.50          49,448                  
  Year ended 9/30/91.......          6.50        12.53            0.83           6.67         5.13          49,172                  
  Year ended 9/30/90.......          6.18         5.57            0.89           6.68        17.66          49,312                  
  Year ended 9/30/89.......          6.36         9.61            0.89           6.85        14.70          51,079                  
  Year ended 9/30/88.......          6.27        14.72            0.91           7.17        20.79          53,037                  
  Year ended 9/30/87.......          5.94        (1.46)           0.83           7.07        16.89          56,598                  
  Year ended 9/30/86.......          6.73        24.79            0.66           7.88        54.08          51,046          0.50    

California High-Yield Series--Class D                                  
  Year ended 9/30/95.......          6.48         7.78            1.91           4.84        17.64           1,277                  
  2/1/94**- 9/30/94........          6.31        (2.47)           1.74+          4.73+        8.36++           650                  

California Quality Series--Class A                           
  Year ended 9/30/95.......          6.65        10.85            0.89           5.34        11.24          94,947                  
  Year ended 9/30/94.......          6.39        (5.46)           0.81           5.20        22.16          99,020                  
  Year ended 9/30/93.......          7.28        13.92            0.82           5.30        15.67         111,732                  
  Year ended 9/30/92.......          6.85         9.56            0.78           5.86        34.25          93,557                  
  Year ended 9/30/91.......          6.65        14.35            0.78           6.19        20.11          77,884                  
  Year ended 9/30/90.......          6.22         4.22            0.83           6.31        28.61          61,854                  
  Year ended 9/30/89.......          6.47         9.86            0.85           6.53        57.85          59,258                  
  Year ended 9/30/88.......          6.29        14.37            0.86           6.74        46.47          58,608                  
  Year ended 9/30/87.......          6.01        (2.59)           0.77           6.76        15.17          58,872                  
  Year ended 9/30/86.......          6.73        23.06            0.67           7.36        28.66          53,388          0.48    

California Quality Series--Class D                              
  Year ended 9/30/95.......          6.63         9.61            1.88           4.36        11.24             863                  
  2/1/94**- 9/30/94 .......          6.38        (8.01)           1.77+          4.39+       22.16++           812                  

Florida Series--Class A  
  Year ended 9/30/95.......          7.71        10.87            0.72           5.38        11.82          49,030          0.37    
  Year ended 9/30/94.......          7.34        (3.99)           0.42           5.49         6.17          49,897          0.38    
  Year ended 9/30/93.......          8.20        15.21            0.23           5.82        16.42          52,855          0.40    
  Year ended 9/30/92.......          7.56         9.24            0.17           6.32        12.62          37,957          0.41    
  Year ended 9/30/91.......          7.37        13.41            0.90           6.00           --          28,173          0.42    
  Year ended 9/30/90.......          6.90         5.23            0.65           6.44        13.08          24,025          0.44    
  Year ended 9/30/89.......          6.99        11.28            0.69           6.61         2.41          23,062          0.44    
  Year ended 9/30/88.......          6.71        19.82            0.67           7.18         1.07          20,457          0.45    
  11/17/86*- 9/30/87.......          6.02       (10.74)           0.50+          6.85+       28.52          22,228          0.37    

Florida Series--Class D                        
  Year ended 9/30/95.......          7.72        10.07            1.66           4.53        11.82             603          0.31    
    2/1/94**- 9/30/94 .....          7.34        (6.64)           1.29+          4.61+        6.17++           244          0.21    

North Carolina Series--Class A  
  Year ended 9/30/95.......          7.74        11.92            0.82           5.21         4.38          37,446          0.36    
  Year ended 9/30/94.......          7.30        (5.80)           0.44           5.29        15.61          38,920          0.35    
  Year ended 9/30/93.......          8.22        14.46            0.23           5.44         3.13          38,828          0.35    
  Year ended 9/30/92.......          7.61         9.23            0.14           5.83        12.51          21,836          0.34    
  Year ended 9/30/91.......          7.39        11.97            0.07           6.10           --           9,255          0.22    
  8/27/90*- 9/30/90........          7.04        (1.40)           0.94+          4.48+          --           1,377          0.01    
                                                                                                                      
North Carolina Series--Class D                                                                               
  Year ended 9/30/95.......          7.74        11.19            1.64           4.42         4.38           1,257          0.31    
  2/1/94**- 9/30/94 .......          7.29        (8.15)           1.27+          4.49+       15.61++         1,282          0.20    
</TABLE>


                                                          Adjusted 
                                           Adjusted       Ratio of 
                                          Ratio of    Net Investment
                                         Expenses to       Income  
                                         Average Net     to Average
                                           Assets#      Net Assets#
                                           -------      -----------
South Carolina Series--Class A       
  Year ended 9/30/95.......                                        
  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                                     
  Year ended 9/30/95.......                                        
  2/1/94** - 9/30/94 ......                                        
                                                                   
California High-Yield Series--Class A                              
  Year ended 9/30/95.......                                        
  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    
                                                                   
California High-Yield Series--Class D                              
  Year ended 9/30/95.......                                        
  2/1/94**- 9/30/94........                                        
                                                                   
California Quality Series--Class A                                 
  Year ended 9/30/95.......                                        
  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    
                                                                   
California Quality Series--Class D                                 
  Year ended 9/30/95.......                                        
  2/1/94**- 9/30/94 .......                                        
                                                                   
Florida Series--Class A                                            
  Year ended 9/30/95.......                 1.03           5.07    
  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                                            
  Year ended 9/30/95.......                 1.97           4.22    
    2/1/94**- 9/30/94 .....                 1.84+          4.06+   
                                                                   
North Carolina Series--Class A                                     
  Year ended 9/30/95.......                 1.18           4.85    
  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                                     
  Year ended 9/30/95.......                 2.00           4.06    
  2/1/94**- 9/30/94 .......                 1.95+          3.82+   

- ----------
 #   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.

   
     Alternatively,  some  investors  might  choose  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,
potentially,  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
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 higher  distribution  expenses  which will cause the
Class D shares to pay lower  dividends than the Class A shares.  The two classes
also have separate exchange privileges.

     The 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 the Funds 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 OBJECTIVES 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,  as  amended,  is treated as a
preference  item for  purposes of the  alternative  minimum  tax. In the event a
Series  invests  in  tax-exempt  securities  whose  interest  is  subject to the
alternative  minimum  tax,  no more  than 20% of such  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
provided to the bond issuing  authority by the  applicable  state.  Under normal
market conditions,  if general market interest rates are increasing,  the prices


                                       17
<PAGE>

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.

     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,


                                       18
<PAGE>

   
in abnormal  market  conditions  if, in the judgment of the Manager,  tax-exempt
securities  satisfying the Fund's objectives can not 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 fixed-income  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  under  "Seligman  New  Jersey
Tax-Exempt Fund,  Inc."  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

     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  objective 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
include  those  set  forth  under  "Tax-Exempt  Securities"  above,  that  would
    


                                       19
<PAGE>

   
otherwise  meet the Series'  objective.  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 U.S.
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 under  "Seligman  New Jersey  Tax-Exempt  Fund,  Inc."
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 unrated  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.  There can be no  assurance  that a Series  will be able to meet its
investment objective.

     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  U.S.  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  under  "Seligman  New  Jersey
Tax-Exempt Fund,  Inc."  Investments in certificates of deposit of foreign banks
and foreign  branches of U.S.  banks may involve  certain  risks,  as  described
above.
    

                                       20
<PAGE>


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

     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  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 are 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).  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 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.

     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 only for those
investors  who can bear the risk  inherent  in seeking  the  highest  tax-exempt
yields.
    

     During the fiscal  year  ended  September  30,  1995 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 ..............................................   14%
          AA/Aa ................................................    7%
          A/A ..................................................   25%
          BBB/Baa ..............................................   13%
          BB/Ba ................................................   --
          B/B ..................................................   --
          CCC/Caa ..............................................   --
          Unrated ..............................................   40%
    

     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.

     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


                                       21
<PAGE>

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 California  Quality  Series 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 Manager,  tax-exempt  securities
satisfying a Series' objective 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 U.S.  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
under "Seligman New Jersey Tax-Exempt Fund, Inc." 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 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
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.

                                       22
<PAGE>

   
General

     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, as amended,
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 Directors or Trustees,  as applicable,  will not
change a  Series'  investment  objective  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.

     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
the Series' Statement of Additional Information.
    
       

     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.

   
     Illiquid  Securities.  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 Funds 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,  review the
creditworthiness of the municipality obligated to make payment under the unrated
(or below investment grade, where applicable) lease obligation and consider such
    


                                       23
<PAGE>

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.

   
     When lssued 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
Funds' 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 circumstances,  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  interests 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.

     Borrowing.  Each  Series  may  borrow  money  only from  banks and only for
temporary  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.
    

MANAGEMENT SERVICES

   
     The Manager.  The Board of Directors or Trustees,  as applicable,  provides
broad  supervision  over  the  affairs  of the  Funds.  Pursuant  to  Management
Agreements  approved by the Directors or Trustees and the  shareholders  of each
Series,  the  Manager  manages the  investment  of the assets of each Series and
    


                                       24
<PAGE>

   
administers  its business and other  affairs.  The address of the Manager is 100
Park Avenue, New York, NY 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 were  approximately  $11.1 billion at December 31, 1995. The
Manager  also  provides  investment  management  or  advice  to  individual  and
institutional accounts having a value of approximately $4.1 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 30,1995.  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
ended September 30, 1995.

- --------------------------------------------------------------------------------
   
                                                           Annualized Expense
                                      Management Fee Rate       Ratios for
                                      for the year ended      the year ended
           Series                           9/30/95               9/30/95
           ------                     ------------------- ---------------------
                                                          Class A       Class D
                                                          -------       -------
     New Jersey ................             .45%*         1.01%         1.89%
     Pennsylvania ..............             .50%          1.21%         2.23%
     National ..................             .50%           .86%         1.95%
     Colorado ..................             .50%           .93%         2.02%
     Georgia ...................             .45%*          .91%         1.90%
     Louisiana .................             .50%           .89%         1.91%
     Maryland ..................             .50%           .96%         2.02%
     Massachusetts .............             .50%           .86%         1.95%
     Michigan ..................             .50%           .87%         2.01%
     Minnesota .................             .50%           .87%         1.85%
     Missouri ..................             .45%*          .88%         1.98%
     New York ..................             .50%           .88%         1.96%
     Ohio ......................             .50%           .84%         1.93%
     Oregon ....................             .45%*          .86%         1.83%
     South Carolina ............             .50%           .88%         1.85%
     California
       High-Yield ..............             .50%           .90%         1.91%
     California Quality ........             .50%           .89%         1.88%
     Florida ...................             .19%*          .72%         1.66%
     North Carolina ............             .14%*          .82%         1.64%

 * During the year ended  September  30, 1995 the  Manager,  at its  discretion,
   waived a portion of its fees from the Florida, Georgia, Missouri, New Jersey,
   North Carolina and Oregon Series.

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

     Portfolio  Manager.  Thomas G. Moles,  Vice President and Senior  Portfolio
Manager of each of the Funds,  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. He is responsible for
approximately $1.9 billion in tax-exempt  securities.  Mr. Moles, with more than
23 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 a Fund
and the Lehman  Brothers  Municipal  Bond Index is  included  in the  respective
    

                                       25
<PAGE>

   
Fund's  fiscal 1995 Annual  Report to  shareholders.  Copies of a Fund's  Annual
Report may be obtained,  without charge,  by calling or writing the Funds at the
telephone numbers or address listed on the cover 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 or Trustees may  determine,
the Manager may  consider  sales of shares of the Funds (and,  under  applicable
laws,  of the other  Seligman  Mutual  Funds) as a factor  in the  selection  of
dealers to execute portfolio transactions for the Funds.
    

     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, NY 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 $100 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. EXCEPTIONS TO THESE MINIMUMS ARE
AVAILABLE FOR ACCOUNTS BEING ESTABLISHED CONCURRENTLY WITH THE INVEST-A-CHECK(R)
SERVICE OR THE  SELIGMAN(SM)  TIME  HORIZON(SM)  STRATEGY,  AN ASSET  ALLOCATION
PROGRAM.

     Orders  received by an  authorized  dealer before the close of the New York
Stock Exchange ("NYSE") (normally, 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 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.
    


                                       26
<PAGE>

     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.

   
     Current shareholders may purchase additional shares at any time through any
authorized  dealer or by sending a check  payable to  "Seligman  Group of Funds"
directly to Seligman Data Corp., 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.  If a shareholder  does not provide the required  information,  Seligman
Data Corp. will seek further clarification and may be forced to return the check
to the shareholder. Orders sent directly to Seligman Data Corp. will be executed
at the net asset value next determined  after the 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  debited  from the  shareholder's
account.  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 such  shares  to the
shareholder's account.

     Valuation.  The net asset value of a Series' shares is determined each day,
Monday through Friday, as of the close of the NYSE (normally, 4:00 p.m. New York
City time),  on each day that the NYSE is open.  Net asset  value is  calculated
separately  for each class of a Series.  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 or Trustees.
    

     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.

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

   
     Referral Fee. SFSI shall pay  broker/dealers,  from its own  resources,  an
additional  fee in  respect  of  certain  investments  in Class A shares  of the
Seligman Mutual Funds by an "eligible  employee  benefit plan" (as defined below
under   "Special   Programs")   which  are   attributable   to  the   particular
broker/dealer.  The  shares  eligible  for the fee are those on which an initial
front-end sales load was not paid because either (i) the participating  eligible
employee  benefit plan has at least $1 million  invested in the Seligman  Mutual
Funds or (ii) the participating  employer has at least 50 eligible  employees to
whom  such  plan is made  available.  The  fee,  which  is  paid  monthly,  is a
percentage of the average daily net asset value of eligible  shares based on the
    


                                       27
<PAGE>

   
length of time the shares  have been  invested  in a Seligman  Mutual  Fund,  as
follows: for shares held up to 1 year, .50% per annum; for shares held more than
1 year up to 2 years,  .25% per  annum;  for  shares  held  from 2 years up to 5
years, .10% per annum; and nothing thereafter.
    

     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
other fiduciary or individual account.

   
     o Volume Discounts are provided if the total amount being invested in Class
A shares  of a Series  alone,  or in any  combination  of  shares  of the  other
Seligman Mutual Funds that are sold with a front-end 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 Seligman  Mutual Funds 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  Seligman  Mutual  Fund on which  there  was a sales  load to
determine  reduced sales loads in accordance  with the sales load  schedule.  An
investor or a dealer purchasing shares on behalf of an investor 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
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 that were
acquired  by the  investor  through an  exchange  of shares of another  Seligman
Mutual Fund on which there was a sales load. An investor or a dealer  purchasing
shares on behalf of an investor  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 51.

     Special Programs. Each Series may sell Class A shares at net asset value to
present and retired directors,  trustees, officers, employees and their spouses,
(and  family  members  of the  foregoing)  of the  Funds,  the other  investment
companies in the Seligman Group, the Manager and other companies affiliated with
the Manager. Family members are defined to include lineal descendants and lineal
ancestors,  siblings  (and  their  spouses  and  children)  and any  company  or
organization controlled by any of the foregoing.  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 Series 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 Series 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" (i) which have at least $1 million invested in the Seligman Group
of Mutual Funds or (ii) of employers who have at least 50 eligible  employees to
    


                                       28
<PAGE>

   
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  plan"  means any plan or  arrangement,
whether or not tax  qualified,  which  provides  for the  purchase  of a Series'
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.

     Section 403(b) plans sponsored by public  educational  institutions are not
eligible for net asset value purchases based on the aggregate investment made by
the plan or  number  of  eligible  employees.  Participants  in such  plans  are
eligible for reduced sales loads based solely on their individual investments.
    

     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 the 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
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
(the "Code");  (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 section 403(b)(7) of the Code 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
    


                                       29
<PAGE>

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
significant amount of shares of a Fund and/or certain other mutual 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 shall be consistent  with the
rules of the  National  Association  of  Securities  Dealers,  Inc.,  as then in
effect.
    

TELEPHONE TRANSACTIONS

   
     A shareholder with telephone transaction privileges,  and the shareholder's
broker-dealer  representative,  will have the  ability to effect  the  following
transactions via telephone:  (i) redemption of a Fund's shares, (ii) exchange of
Fund  shares for shares of  another  Seligman  Mutual  Fund,  (iii)  change of a
dividend and/or capital gain  distribution  option,  and (iv) change of address.
All telephone  transactions  are effected  through  Seligman Data Corp. at (800)
221-2450.

     For investors who purchase  shares by completing  and submitting an Account
Application  (except those accounts registered as trusts (unless the trustee and
sole beneficiary are the same person),  corporations or group retirement plans):
Unless an election is made otherwise on the Account  Application,  a shareholder
and the  shareholder's  broker-dealer  of record,  as  designated on the Account
Application, will automatically receive telephone transaction privileges.

     For  investors  who  purchase  shares  through a  broker-dealer:  Telephone
services for a shareholder and the shareholder's  representative  may be elected
by  completing  a   supplemental   election   application   available  from  the
broker-dealer of record.

     For accounts  registered as trusts (unless the trustee and sole beneficiary
are the same person), corporations or group retirement plans: Telephone services
are not available.

     All funds with the same account number (i.e.,  registered exactly the same)
as an existing account,  including any new fund in which the shareholder invests
in the future,  will  automatically  include telephone  services if the existing
account has telephone  services.  Telephone  services may also be elected at any
time on a supplemental application.

     For accounts registered jointly (such as joint tenancies, tenants in common
and community  property  registrations),  each owner, by accepting or requesting
telephone  transaction  services,  authorizes each of the other owners to effect
telephone transactions on his or her behalf.

     During times of drastic  economic or market  changes,  a shareholder or the
shareholder's  representative 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
    


                                       30
<PAGE>

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, of course, may
refuse or cancel 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  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 services will be
sent to the shareholder at the address of record.
    

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, NY
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 OR CUSTODIANS.  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
    


                                       31
<PAGE>

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 (less any applicable  CDSL in the case of Class D shares).
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, less any  applicable
CDSL.  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,  less any  applicable  CDSL.  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 Series 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
all  persons,   unless  otherwise   elected  under  Section  6  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 OF 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
AGAINST WHICH THE CHECK WAS DRAWN.
    

     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 a Fund or Mellon Bank,  N.A. See "Terms and  Conditions"  on page 51 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
SUCH SHARES TO THE SHAREHOLDER'S ACCOUNT.

     Telephone  Redemptions.  Telephone redemptions of uncertificated shares may
be made  once per day,  in an  amount  of up to  $50,000.  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 City time, on any business day and will be processed
as of the close of business on that day.  Redemption  requests by telephone will
    


                                       32
<PAGE>

   
not be accepted within 30 days following an address  change.  Each Fund reserves
the right to suspend or terminate its telephone  redemption  service at any time
without notice.

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

     General.  With respect to shares redeemed, a check for the proceeds will be
sent to the  shareholder's  address of record  within seven  calendar days after
acceptance  of the  redemption  order  and  will be made  payable  to all of the
registered owners on the account.  With respect to shares  repurchased,  a check
for the proceeds will be sent to the  investment  dealer  within seven  calendar
days after  acceptance of the  repurchase  order and will be made payable to the
investment  dealer. The Funds will not permit redemptions of shares 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 such shares to the shareholder's account. The proceeds of a redemption
or repurchase may be more or less than the shareholder's cost.

     The Funds reserves the right to redeem shares owned by a shareholder  whose
investment  in a Series 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 Seligman Mutual Funds, 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 in shares of any of the other  Series of the Funds or any of the
other  Seligman  Mutual Funds.  If a shareholder  redeems Class D shares and the
redemption was subject to a CDSL, the  shareholder  may reinstate the investment
in shares of the same  class of the Series or any of the other  Seligman  Mutual
Funds 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 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 a Series.  The
Manager, in its sole discretion, may also make similar payments to SFSI from its
    


                                       33
<PAGE>

own resources,  which may include the  management fee that the Manager  receives
from each Series.

   
     Under its Plan,  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, 1995 in respect of each Series' Class A shares' average
daily net assets pursuant to the Plans were as follows:


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

  Under its Plan,  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,


                                       34
<PAGE>

   
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 year ended  September  30,  1995,  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.

     Seligman Services,  Inc. ("SSI"), an affiliate of the Manager, is a limited
purpose  broker/dealer.  SSI acts as  broker/dealer  of record  for  shareholder
accounts  that do not have a  designated  broker/dealer  of record and  receives
compensation  from a Series pursuant to its Plan for providing  personal service
and account maintenance to such accounts and other distribution services.
    

EXCHANGE PRIVILEGE

   
     A shareholder may, without charge,  exchange at net asset value any part 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 the shareholder has telephone services.

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

     If Class D shares  that are  subject  to a CDSL are  exchanged  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.

     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  Growth  Opportunities  Fund,  the Seligman  Henderson  Global
Smaller  Companies Fund, the 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 net  asset  values  of the
respective  funds  determined  at the close of the NYSE on that  day.  Telephone
requests for exchanges must be received between 8:30 a.m. and 4:00 p.m. New York
City time on any business day, by Seligman Data Corp. at (800) 221-2450 and will
be  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 fund into which the exchange is
    


                                       35
<PAGE>

   
being made. The method of receiving  distributions,  unless otherwise indicated,
will be  carried  over to the new  fund  account,  as will  telephone  services.
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  or jointly.  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 Seligman Mutual Funds.

     A broker/dealer  representative  will be able to effect exchanges on behalf
of a  shareholder  only if the  shareholder  has  telephone  services  or if the
broker/dealer has entered into a Telephone  Exchange Agreement with SFSI wherein
the broker/dealer  must agree to indemnify SFSI and the Seligman Group of Mutual
Funds from any loss or liability incurred as a result of 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 broker/dealer of record listed on the account.

     SFSI  reserves  the right to reject any  telephone  exchange  request.  Any
rejected telephone exchange order may be processed by mail. For more information
about telephone  exchanges,  which,  unless objected to, are assigned to certain
shareholders  automatically,  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.

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 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.



                                       36
<PAGE>

     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 telephone  services,  changes may also be telephoned to Seligman
Data Corp.  between 8:30 a.m.  and 6:00 p.m.  New York City time,  by either the
shareholder or the broker/dealer of record on the account. For information about
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, if any.  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 (the "Code").  Thus
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  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
    


                                       37
<PAGE>

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 addition,  no loss will be
allowed  on the sale or other  disposition  of shares of a Series  if,  within a
period  beginning 30 days before the date of such sale or disposition and ending
30 days  after  such  date,  the  holder  acquires  (such  as  through  dividend
reinvestment)  securities that are substantially  identical to the shares of the
Series.
    

     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
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


                                       38
<PAGE>

   
income  taxation,  and,  further to the extent  that they  constitute  long-term
capital gain 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,  P.C., 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,
which 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 or its  possessions  to the  extent  included  in federal
taxable  income,  or (c) obligations of territories or possessions of the United
States to the extent  federal law  exempts  interest  on such  obligations  from
taxation by the 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
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 January 1 of each year only assets,  such
as Florida  Tax-Exempt  Securities  and U.S.  Government  securities,  which are
exempt from the Florida intangible personal property 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


                                       39
<PAGE>

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
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.



                                       40
<PAGE>

     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.

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


                                       41
<PAGE>

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,
and  subject to the  discussion  in the  paragraph  below,  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
income on tax-exempt obligations of the State of Minnesota,  or its political or
governmental    subdivisions,    municipalities,    governmental   agencies   or
instrumentalities ("Minnesota Sources"). 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.

     Legislation enacted in 1995 provides that it is the intent of the Minnesota
legislature that interest income on obligations of Minnesota governmental units,
including   obligations  of  the  Minnesota   Sources   described   above,   and
exempt-interest  dividends  that  are  derived  from  interest  income  on  such
obligations,  be included in the net income of individuals,  estates, and trusts
for  Minnesota  income tax  purposes  if it is  judicially  determined  that the
exemption  by  Minnesota  of such  interest  or such  exempt-interest  dividends
unlawfully  discriminates against interstate commerce because interest income on
obligations of governmental  issuers located in other states, or exempt-interest
dividends derived from such obligations,  is so included. This provision applies
to  taxable  years that begin  during or after the  calendar  year in which such
judicial decision becomes final, regardless or the date on which the obligations
were issued,  and other  remedies apply for previous  taxable years.  The United
States Supreme Court recently denied  certiorari in an Ohio case which upheld an
exemption for interest income on obligations of Ohio governmental  issuers, even
though  interest  income on obligations of non-Ohio  governmental  issuers,  was
subject to tax.  However,  it cannot be predicted whether a similar case will be
brought in Minnesota or elsewhere, or what the outcome of such case would be.
    

     Minnesota  presently  imposes an  alternative  minimum tax on  individuals,
estates,  and  trusts  that  is  based,  in  part,  on such  taxpayers'  federal


                                       42
<PAGE>

   
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,  exempt-interest  dividends that are  attributable  to such private
activity bond interest,  even though they are derived from the Minnesota Sources
described  above,  will be  included  in the  base  upon  which  such  Minnesota
alternative  minimum  tax is  computed.  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  above is also
subject to the Minnesota  alternative minimum tax. Further,  should the 95% test
that is  described  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  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,
subject to the discussion  above.  The Minnesota  Series will invest so that the
95% test described 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, subject to the discussion above.
    

Missouri Taxes

   
     In the opinion of Bryan Cave LLP,  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.

     Dividends paid by the Missouri  Series,  if any, that do not qualify as tax
exempt  dividends  under  Section  852 (b)(5) of the Code,  will be exempt  from
Missouri  income tax only to the extent that such  dividends  are  derived  from
interest on certain  U.S.  obligations  that the State of Missouri is  expressly
prohibited from taxing under the laws of the United States.  The portion of such
dividends  that is not  subject  to  taxation  by the State of  Missouri  may be
reduced by interest,  or other expenses, in excess of $500 paid or incurred by a
shareholder  in any taxable  year to purchase  or carry  shares of the  Missouri
Series of the  Tax-exempt  Fund or other  investments  producing  income that is
includable in federal gross income, but exempt from Missouri income tax.
    



                                       43
<PAGE>

     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
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,  has  (i)  no  investments   other  than   interest-bearing   obligations,
obligations  issued  at  a  discount,   and  cash  and  cash  items,   including
receivables, and financial options, futures, forward contracts, or other similar
financial  instruments  related  to  interest-bearing  obligations,  obligations
issued at a discount or bond indices related  thereto (such  financial  options,
etc. being referred to herein as "Financial Instruments"), and (ii) which has at
least 80% of the aggregate  principal amount of all its  investments,  excluding
Financial Instruments,  to the extent such instruments are authorized by section
851(b) of the Code,  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 Corporation 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
shares 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
    


                                       44
<PAGE>

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, Talley, Pharr & Lowndes, P.A., 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 Carolina and its political subdivisions or (ii) are dividends attributable
to  interest on direct  obligations  of the U.S.  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 U.S.  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 60 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.

     The North  Carolina tax on the value of  intangible  personal  property has
been repealed effective January 1, 1995.
    
       

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.



                                       45
<PAGE>

     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
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


                                       46
<PAGE>

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.

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, NY 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 6:00 p.m.  New York City time and calls will be  answered by a service
representative. 24-HOUR AUTOMATED TELEPHONE ACCESS IS AVAILABLE BY DIALING (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-DIV 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.
    


                                       47
<PAGE>

   
ADDRESS  CHANGES MAY BE TELEPHONED TO SELIGMAN DATA CORP. IF THE SHAREHOLDER HAS
TELEPHONE  SERVICES.   FOR  MORE  INFORMATION  ABOUT  TELEPHONE  SERVICES,   SEE
"TELEPHONE TRANSACTIONS" ABOVE.
    

     Account   Services.   Shareholders  are  sent   confirmation  of  financial
transactions.

     Other investor services are available. These include:

   
     o  Invest-A-Check(R)  enables a shareholder to authorize checks to be drawn
     on a regular checking account at regular monthly intervals in fixed amounts
     of $100 or more per fund, or regular  quarterly  intervals in fixed amounts
     of $250 or more per fund, to purchase  shares.  Accounts may be established
     concurrently  with the  Invest-A-Check(R)  Service  with a $100  minimum in
     conjunction  with the  monthly  investment  option,  or a $250  minimum  in
     conjunction with the quarterly  investment option.  Accounts established in
     conjunction  with the  Invest-A-Check(R)  Service must be  accompanied by a
     minimum  initial  investment of $100.  (See "Terms and  Conditions" on page
     51).

     o Automatic  Dollar-Cost-Averaging Service permits a shareholder of Class A
     shares of Seligman Cash Management Fund to exchange a specified  amount, at
     regular  monthly  intervals in fixed  amounts of $100 or more per fund,  or
     regular  quarterly  intervals of $250 or more per fund, into Class A shares
     of any  other  Seligman  Mutual  Fund,  registered  in the same  name.  The
     shareholder's  Cash  Management Fund account must have a dollar value of at
     least $5,000 at the  initiation of the service.  Exchanges  will be made at
     the public offering price.

     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 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 Automatic Cash Withdrawal  Service permits payments at regular  intervals
     to be made to a  shareholder  who owns or  purchases  Class A shares  worth
     $5,000 or more held as book credits. 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 51).

     o Directed  Dividends  allows a  shareholder  to pay  dividends  to another
     person or to direct the  payment  of such  dividends  to  another  Seligman
     Mutual Fund 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
     Seligman Mutual Fund.

     o Overnight  Delivery to service  shareholder  requests is available  for a
     $15.00 fee which may be debited 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 prior years 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 SERIES' PERFORMANCE

     From time to time, a Series advertises its "yield," "tax equivalent yield,"
"average  annual total  return" and "total  return," each of which is 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
    


                                       48
<PAGE>

"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
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.  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


                                       49
<PAGE>

   
separate Series. To date, shares of thirteen Series of the Tax-Exempt Fund, four
Series of the 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,  as applicable,
is equal as to earnings,  assets and voting  privileges,  except that each class
bears its own  separate  distribution  and,  potentially,  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.
The 1940 Act 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 Rule 18f-3 under the 1940 Act. All shares
have noncumulative voting rights for the election of directors. Each outstanding
share is fully paid and non-assessable,  and each is freely transferable.  There
are no liquidation, conversion or preemptive rights.
    

     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  indemnification  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 such Fund.
    


                                       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.  The
application is subject to acceptance by the shareholder's bank and Seligman Data
Corp.  Checks  in the  amount  specified  will  be  drawn  automatically  on the
shareholder's bank on the fifth day of each month unless otherwise specified (or
on the  prior  business  day if such  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 the shareholder's 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 a Series for any loss it may have incurred as a
result,  and charge a $10.00  return check fee. This fee may be debited from the
shareholder's   account.   Service  will  be  reinstated  upon  written  request
indicating that the cause of interruption has been corrected. The Service may be
terminated  by the  shareholder  or Seligman  Data Corp.  at any time by written
notice.  The shareholder agrees 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 the shareholder  exchanges all of the shares
from one Seligman Mutual Fund to another,  the shareholder must re-apply for the
Invest-A-Check(R)  Service in the  Seligman  Mutual Fund into which the 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.   Accounts   established  in   conjunction   with  the
Invest-A-Check(R) service must be accompanied by a minimum initial investment of
$100.
    

                        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 specific day  designated  by the
shareholder  of each month (or on the prior  business  day if the day  specified
falls on a weekend  or  holiday).  The  shareholder  may  change  the  amount of
scheduled  payments or 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.  The Service may be terminated by the  shareholder  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.  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 the shareholder or credited to the shareholder's
account.   Upon  completion  of  the  specified   minimum  purchase  within  the
thirteen-month  period,  all  shares  held in escrow  will be  deposited  in the
shareholder's  account or  delivered to the  shareholder.  The  shareholder  may
include the total asset value of shares of the Seligman Mutual 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,  Inc., sufficient escrowed
shares  will be  redeemed  for  payment of the  additional  sales  load.  Shares
remaining in escrow  after this  payment  will be released to the  shareholder's
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 the
shareholder and that the required additional escrowed shares are being furnished
by the shareholder.
    

     Shares of Seligman Cash  Management  Fund, Inc. which have been acquired by
an exchange of shares of another  Seligman 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 Cash  Management  Fund  which  have been
purchased  directly may not be used for purposes of  determining  reduced  sales
loads on additional purchases of the other Seligman Mutual Funds.

                 Check Redemption Service -- Class A Shares Only

   
     If shares are held in joint names, all shareholders  must sign Section 6 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.

   
     The shareholder  hereby  authorizes Mellon Bank, N.A. to honor checks drawn
by the  shareholder  and to  effect a  redemption  of  sufficient  shares in the
shareholder's account to cover payment of the check. 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.  A 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.

   
                                                                            2/96
    


                                       51
<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 Series Expenses ................................................    3
Financial Highlights ......................................................    8
Alternative Distribution System ...........................................   16
Investment Objectives And Policies ........................................   17
Management Services .......................................................   24
Purchase Of Shares ........................................................   26
Telephone Transactions ....................................................   30
Redemption Of Shares ......................................................   31
Administration, Shareholder Services
  And Distribution Plan ...................................................   33
Exchange Privilege ........................................................   35
Further Information About
  Transactions In The Funds ...............................................   36
Dividends And Distributions ...............................................   36
Taxes .....................................................................   37
Shareholder Information ...................................................   47
Advertising A Series' Performance .........................................   48
Organization And Capitalization ...........................................   49
    

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.

TE1 2/96






================================================================================
Seligman New Jersey
Tax-Exempt Fund, Inc.

Seligman Pennsylvania
Tax-Exempt Fund Series

Seligman Tax-Exempt
Fund Series, Inc.

Seligman Tax-Exempt
Series Trust
- --------------------------------------------------------------------------------

[PROMOTIONAL ARTWORK]

Prospectus

February 1, 1996


[LOGO]

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


<PAGE>

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
   
                       THE SELIGMAN GROUP OF FUNDS
                              ACCOUNT APPLICATION


Please make your investment check payable to the
"Seligman Group of Funds" and mail it
with this completed Application to:

Seligman Data Corp.                          TO OPEN A SELIGMAN IRA, SEP OR PENSION/
100 Park Avenue/2nd Floor                    PROFIT SHARING PLAN, A SEPARATE ADOPTION
New York, NY 10017                           AGREEMENT IS REQUIRED. PLEASE CALL
(800) 221-2450                               RETIREMENT PLAN SERVICES FOR MORE
                                             INFORMATION AT (800) 445-1777.
1.   ACCOUNT REGISTRATION

     TYPE OF  ||INDIVIDUAL  ||MULTIPLE OWNERS   ||GIFT/TRANSFER TO MINOR   ||OTHER (Corporations, Trusts, Organizations,
     ACCOUNT    Use Line 1    Use Lines 1, 2 & 3  Use Line 4                 Use Line 5              Partnerships, etc.)
                 
     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, 4, or 5 below 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 Gift/Transfer 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 below.     Taxpayer ID Number


     TYPE OF TRUST ACCOUNT:  ||Trust  ||Guardianship  ||Conservatorship  ||Estate   ||Other _________

     Trustee/Fiduciary Name__________________________________     Trust Date__________________________

     Trust Name ______________________________,for the benefit of (FBO)_______________________________

2.   MAILING ADDRESS

     ADDRESS                                          TELEPHONE

___________________________________________ (_______)__________________(_______)_________________
Street Address or P.O. Box                   Daytime                    Evening
___________________________________________ U.S. CITIZEN?  ||Yes  ||No  _________________________
City               State              Zip                                If no, indicate country

3.   INVESTMENT SELECTION

     Please indicate the dollar  amount(s) you would like to invest in the space
     provided below.  Minimum initial  investment is $1,000 per Fund ($2,500 for
     Seligman   Communications   and  Information   Fund)  except  for  accounts
     established  concurrently with the  Invest-A-Check(R)  Service (see section
     6-J. of this application). IF MORE THAN ONE FUND IS SELECTED, ACCOUNTS MUST
     HAVE IDENTICAL  REGISTRATIONS AND CLASS OF SHARES (except for Seligman Cash
     Management Fund).

     PLEASE  CHOOSE ONE: || Class A Shares || Class D Shares      MAKE CHECK PAYABLE TO: SELIGMAN GROUP OF FUNDS
     $_____________  TOTAL AMOUNT, INVESTED AS FOLLOWS: 

     $_____________ Seligman Communications               $_____________ Seligman Common Stock Fund
                       and Information Fund               $_____________ Seligman Income Fund
     $_____________ Seligman Henderson                    $_____________ Seligman High-Yield Bond Fund
                       Global Technology Fund             $_____________ Seligman U.S. Government Securities Fund
     $_____________ Seligman Frontier Fund                $_____________ Seligman National Tax-Exempt Fund
     $_____________ Seligman Henderson Global             $_____________ Seligman Tax-Exempt Fund (choose one):
                       Smaller Companies Fund              CA-Qlty.||   FL||    MD||   MN||   NY||   OR||
     $_____________ Seligman Capital Fund                  CA-Hy.  ||   GA||    MA||   MO||   NC||   PA||
     $_____________ Seligman Henderson Global              CO      ||   LA||    MI||   NJ||   OH||   SC||
     $_____________    Growth Opportunities Fund
     $_____________ Seligman Growth Fund                   
     $_____________ Seligman Henderson
                       International Fund                 $_____________ Seligman Cash Management Fund (Class A only)

     
     NO REDEMPTION  PROCEEDS  WILL BE REMITTED TO A SHAREHOLDER  WITH RESPECT TO
     SHARES  PURCHASED BY CHECK  (UNLESS  CERTIFIED)  UNTIL  SELIGMAN DATA CORP.
     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.
<PAGE>

4.   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 each Fund for my own
     Account,  or for  the  Account  of the  organization  named  below.  I have
     received  and  read  the  current  Prospectus  of each  Fund in  which I am
     investing 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

5.   BROKER/DEALER OR FINANCIAL ADVISOR DESIGNATION

     ________________________________________     _____________________________
     Firm Name                                    Representative's Nam

     ________________________________________     _____________________________
     Branch Office Address                        Representative's ID Number

     ________________________________________     (______)_____________________
     City             State         Zip           Representative's Telephone Number

     ________________________________________
     Branch Number


6.   ACCOUNT OPTIONS AND SERVICES
________________________________________________________________________________
A. DIVIDENDS AND GAIN DISTRIBUTION OPTIONS
                    I choose the following options for each Fund listed:                OPTION
                                                                                         ------
                                                                                       1    2    3
                     Option 1. Dividends in shares, gain distributions in shares.      ||   ||   ||   FUND NAME
                     Option 2. Dividends in cash, gain distributions in shares.        ||   ||   ||   FUND NAME
                     Option 3. Dividends in cash, gain distributions in cash.          ||   ||   ||   FUND NAME
                     __________________________________________________________________________________________
                     NOTE:  IF NO ELECTION IS MADE, OPTION 1. WILL AUTOMATICALLY BE PUT INTO EFFECT.
                     All dividend and/or gain distributions taken in shares will be invested at net asset value.
                     __________________________________________________________________________________________

________________________________________________________________________________
B. DIVIDEND DIRECTION OPTION
                     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 from
                     the following Fund(s)

                     __________________      __________________       __________________ be made payable to:
                            Fund Name             Fund Name               Fund Name

                     Name______________________   Seligman Fund__________________

                     Address___________________   (If opening a new account, a minimum of $1,000 is required.)

                     City______________________   Account Number_________________

                     State, Zip________________   (For an existing account.)
________________________________________________________________________________
C. LETTER OF INTENT SERVICE (CLASS A ONLY)
                     I intend to purchase, although I am not obligated to do so,
                     additional  shares  of  Seligman  _________________________
                     Fund  within a 13-month  period  which,  together  with the
                     total asset value of shares owned, will aggregate at least:
                     ||$50,000  ||$100,000  ||$250,000  ||$500,000  ||$1,000,000  
                     ||$4,000,000
                     I AGREE TO THE ESCROW  PROVISION LISTED UNDER "TERMS AND CONDITIONS" 
                     IN THE BACK OF EACH PROSPECTUS.
________________________________________________________________________________
D. RIGHT OF ACCUMULATION (CLASS A ONLY)
                     Please  identify  any  additional  Seligman  Fund  accounts
                     eligible for the Right of Accumulation or to be used toward
                     completion of a Letter of Intent, and check applicable box:
                     || I am  a trustee  for the  following  accounts, which are
                     held  by  the same trust,  estate, or  under the terms of a
                     pension,  profit sharing or  other  employee  benefit trust
                     qualified  under section  401 of the Internal Revenue Code.
                     || 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#_____________

                     Name______________ Fund______________ Account#_____________

                     Name______________ Fund______________ Account#_____________
<PAGE>

________________________________________________________________________________
E. AUTOMATIC CASH WITHDRAWAL SERVICE
   (CLASS A, OR CLASS D ONLY AFTER CLASS D SHARES ARE HELD FOR ONE YEAR)

                     Please send a check for $_________  withdrawn from Seligman
                     ________________________  Fund,  beginning on the __ day of
                     ______  19__,  and  thereafter  on the __ day  specified of
                     every:

                     ||Month   ||3rd Month    ||6th Month    ||12th Month

                     Make payments to:   Name___________________________________

                                         Address________________________________

                                         City___________State________Zip________
                     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.
________________________________________________________________________________
F. AUTOMATIC DOLLAR-COST-AVERAGING SERVICE

                     I authorize Seligman Data Corp. to withdraw $ _____________
                     (minimum:  $100 monthly or $250 quarterly) from my Seligman
                     Cash  Management  Fund  Class  A  account  ||  Monthly   or 
                     || Quarterly   to  purchase Class  A  shares  of   Seligman
                     ________________________________  Fund,  beginning  on  the
                     _____ day of  __________  19 ____.  Shares in the  Seligman
                     Cash  Management  Fund Class A account  must have a current
                     value of $5,000 at the initiation of Service and all shares
                     must be in "book credit" form.
________________________________________________________________________________
G. EXPEDITED REDEMPTION SERVICE, FOR SELIGMAN CASH MGMT. FUND ONLY
                     I hereby  authorize  Seligman Data Corp. to honor telephone
                     or  written   instructions   received  from  me  without  a
                     signature and believed by Seligman Data Corp. to be genuine
                     for  redemption.   Proceeds  will  be  wired  ONLY  to  the
                     commercial  bank listed below for credit to my account,  or
                     to my address of record. If Expedited Redemption Service is
                     elected,  no certificates for shares will be issued. I also
                     understand and agree to the risks and  procedures  outlined
                     for all telephone transactions set forth in section 6-H. of
                     this Application.

                     Investment by  ||Check  ______________________________________________________________________
                                    ||Wire     Name of Commercial Bank (Savings Bank May Not Be Used)

                     _________________________         ______________________        ______________________
                     Bank Account Name                 Bank Account No.              Bank Routing No.

                     _______________________________________________________________________________________
                     Address of Bank                      City                State              Zip Code

                     X________________________________      X____________________________________________
                      Signature of Investor     Date         Signature of Co-Investor, if any      Date
______________________________________________________________________________________________________________________


================================================================================
H. CHECK REDEMPTION SERVICE (CLASS A ONLY)
                     Available to shareholders who own or purchase shares having
                     a  value  of at  least  $25,000  invested  in  any  of  the
                     following:  Seligman  High-Yield Bond Fund, Seligman Income
                     Fund,  Seligman U.S.  Government  Securities  Fund, and any
                     Seligman  Tax-Exempt  Fund, or $2,000  invested in Seligman
                     Cash Management Fund. 

                     IF YOU WISH TO USE THIS SERVICE,  YOU MUST COMPLETE SECTION
                     4 AND THE SIGNATURE CARD BELOW.  SHAREHOLDERS ELECTING THIS
                     SERVICE  ARE  SUBJECT  TO THE  CONDITIONS  OF THE TERMS AND
                     CONDITIONS IN THE BACK OF EACH PROSPECTUS.
- --------------------------------------------------------------------------------
     CHECK WRITING SIGNATURE CARD                        Authorized Signature(s)


  ___________________________________________   1.______________________________
   Name of Fund for Check Redemption Service

  ___________________________________________   2.______________________________
   Name of Fund for Check Redemption Service

  ___________________________________________   3.______________________________
   Name of Fund for Check Redemption Service

   __________________________________________   4.______________________________
   Account Number (If known)

   __________________________________________   
   Account Registration (Please Print)

   || 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.
================================================================================
<PAGE>
I. TELEPHONE SERVICE ELECTION
           AVAILABLE FOR ALL TYPES OF ACCOUNTS EXCEPT AS NOTED BELOW
                     Unless I check the box  below,  I  understand  that I or my
                     representative   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
                    || I DO NOT WANT TELEPHONE SERVICES FOR MYSELF OR MY 
                       REPRESENTATIVE NAMED IN SECTION 5 OF THIS APPLICATION

                                            AUTHORIZATION
                     I understand  that the telephone  services are optional and
                     that unless I checked the box above, I authorize the Funds,
                     all other  Seligman  Funds with the same account number and
                     registration  which I currently own or in which I invest in
                     the future,  and Seligman Data Corp.  ("SDC"),  to act upon
                     instructions  received  by  telephone  from me or any other
                     person (including the representative  named in section 5 of
                     this   application)   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
                     each  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.

                     Telephone services are not available for trusts (unless the
                     trustee  and  sole   beneficiary   are  the  same  person),
                     corporations  or  group  retirement  plans.  IRA  telephone
                     services will include only exchanges and address changes.


J. INVEST-A-CHECK(R) SERVICE
                     To start your Invest-A-Check(R) Service, fill out 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). 
                     ACCOUNTS   MAY  BE   ESTABLISHED   CONCURRENTLY   WITH  THE
                     INVEST-A-CHECK(R) SERVICE WITH A $100 MINIMUM ($200 minimum
                     for Seligman  Communications  and Information  Fund) IF THE
                     MONTHLY INVESTMENT OPTION IS CHOSEN, OR WITH A $250 MINIMUM
                     IF THE QUARTERLY INVESTMENT OPTION IS CHOSEN.
                     Please arrange with my bank to draw  pre-authorized  checks
                     and invest the  following  dollar  amounts  (minimum:  $200
                     monthly or $500 quarterly for Seligman  Communications  and
                     Information  Fund $100  monthly or $250  quarterly  for all
                     other  Funds)  in  the  designated   Seligman   Fund(s)  as
                     indicated:

                     _______________  $_________   ||Monthly   ||Quarterly
                     Fund Name

                     ________________ $_________   ||Monthly   ||Quarterly
                     Fund Name

                     ________________ $_________   ||Monthly   ||Quarterly
                     Fund Name  
                     I  understand that my checks will be drawn on the fifth day
                     of the month, or  prior   business   day,  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 each  Prospectus
                     and as set forth below in the Bank Authorization.

                     X__________________________________________________________________
                     Signature of Investor  (Please also sign Bank Authorization below.)

                     X__________________________________________________________________
                     Signature of Co-Investor, if any

________________________________________________________________________________________
               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 Fund(s) designated
  below:

  ____________________________________   $ ___________   ||Monthly   ||Quarterly
  Fund Name

  ____________________________________   $ ___________   ||Monthly   ||Quarterly
  Fund Name

  ____________________________________   $ ___________   ||Monthly   ||Quarterly
  Fund Name
  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
                                     X__________________________________________________
                                      Signature(s) of Depositor(s) -- As Carried by Bank

                                     X__________________________________________________
<PAGE>
- --------------------------------------------------------------------------------
  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 Fund(s).
  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 Seligman  Mutual Funds,  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 Seligman
  Mutual Funds, 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
________________________________________________________________________________
                                                                       
<PAGE>


                                   MANAGED BY
                              [J&W SELIGMAN LOGO]
                             J. & W. SELIGMAN & CO.
                                  INCORPORATED
                        Investment Managers and Advisors
                                ESTABLISHED 1864
</TABLE>




 
   
                      STATEMENT OF ADDITIONAL INFORMATION
                                February 1, 1996
                     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 United 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,  1996.  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 ....................................................   11
Purchase And Redemption of Fund Shares ....................................   11
Distribution Services .....................................................   14
Taxes .....................................................................   15
Valuation .................................................................   16
Performance Information ...................................................   16
General Information .......................................................   22
Financial Statements ......................................................   22
Appendix A ................................................................   22
Appendix B ................................................................   25
Appendix C ................................................................   54
    


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 Tax-Exempt 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").

   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 Investors  Service,  Inc.  ("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 rating  categories 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.  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 "1940 Act"), 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 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.
    


                                       2
<PAGE>


   
Floating  Rate  and  Variable  Rate  Securities.   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.  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.  A Series' 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,  1995 and 1994 were:  National - 24.91% and
24.86%;  Colorado - 14.70% and 10.07%;  Georgia - 3.36% and 19.34%;  Louisiana -
4.82% and  17.16%;  Maryland  - 3.63% and  17.68%;  Massachusetts  - 16.68%  and
12.44%;  Michigan - 20.48% and 10.06%;  Minnesota - 5.57% and 3.30%;  Missouri -
3.88% and 14.33%; New York - 34.05% and 28.19%; Ohio - 2.96% and 9.37%; Oregon -
2.47% and 9.43%  and South  Carolina  - 4.13%  and  1.81%.  The  fluctuation  of
portfolio  turnover  ratios of certain  Series  during 1995 and 1994 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;

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;



                                       3
<PAGE>


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  1940  Act,  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 1940 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 Officer
         (57)         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;
                      and Carbo Ceramics Inc., ceramic proppants for oil and gas
                      industry;   Director  or  Trustee,  Seligman  Data  Corp.,
                      shareholder  service  agent;   Daniel  Industries,   Inc.,
                      manufacturer of oil and gas metering 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,
                      J. & W. Seligman Trust Company, trust company and Seligman
                      Securities, Inc., broker/dealer.
    



                                       4
<PAGE>


   
BRIAN T. ZINO*        Director, President and Member of the Executive Committee
         (43)
                      Director   and   Managing   Director   (formerly,    Chief
                      Administrative and Financial Officer),  J. & W. Seligman &
                      Co.  Incorporated,  investment managers and advisors;  and
                      Seligman Advisors,  Inc.,  advisors;  Director or Trustee,
                      the Seligman Group of Investment Companies; President, the
                      Seligman Group of Investment  Companies,  except  Seligman
                      Quality Municipal Fund, Inc. and Seligman Select Municipal
                      Fund,  Inc.;  Chairman,  Seligman Data Corp.,  shareholder
                      service  agent;  Director,  Seligman  Financial  Services,
                      Inc., distributor; Seligman Services, Inc., broker/dealer;
                      Senior Vice President,  Seligman  Henderson Co., advisors;
                      formerly,   Director  and  Secretary,  Chuo  Trust  -  JWS
                      Advisors,  Inc., advisors;  and Director, J. & W. Seligman
                      Trust  Company,  trust  company and  Seligman  Securities,
                      Inc., broker/dealer.

RONALD T. SCHROEDER*  Director and Member of the Executive Committee
         (48)
                      Director,  Managing Director and Chief Investment Officer,
                      Institutional,  J.  &  W.  Seligman  &  Co.  Incorporated,
                      investment  managers and advisors;  and Seligman Advisors,
                      Inc., advisors; Director or Trustee, the Seligman Group of
                      Investment Companies;  Director,  Seligman Holdings, Inc.,
                      holding  company;   Seligman  Financial  Services,   Inc.,
                      distributor;   Seligman  Henderson  Co.,   advisors;   and
                      Seligman   Services,   Inc.,   broker/dealer;    formerly,
                      President,  of the Seligman Group of Investment Companies,
                      except Seligman Quality  Municipal Fund, Inc. and Seligman
                      Select  Municipal  Fund,  Inc.;  and  Director,  J.  &  W.
                      Seligman  Trust  Company,  trust  company;  Seligman  Data
                      Corp., shareholder service agent; and Seligman Securities,
                      Inc., broker/dealer.

FRED E. BROWN*        Director
         (82)
                      Director  and   Consultant,   J.  &  W.   Seligman  &  Co.
                      Incorporated,  investment managers and advisors;  Director
                      or Trustee,  the Seligman  Group of Investment  Companies;
                      Seligman Financial Services,  Inc., distributor;  Seligman
                      Services, Inc.,  broker/dealer;  Trudeau Institute,  Inc.,
                      non-profit biomedical 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.

JOHN R. GALVIN        Director
         (66)
                      Dean,  Fletcher  School  of Law  and  Diplomacy  at  Tufts
                      University;  Director or Trustee,  the  Seligman  Group of
                      Investment Companies;  Chairman of the American Council on
                      Germany; a Governor of the Center for Creative Leadership;
                      Director  of  USLIFE,  insurance;  National  Committee  on
                      U.S.-China Relations,  National Defense University and the
                      Institute for Defense Analysis;  and Consultant of Thomson
                      CSF,  electronics.   Formerly,   Ambassador,   U.S.  State
                      Department;  Distinguished  Policy  Analyst  at Ohio State
                      University  and Olin  Distinguished  Professor of National
                      Security  Studies at the United States  Military  Academy.
                      From June,  1987 to June,  1992, he was the Supreme Allied
                      Commander,  Europe  and  the  Commander-in-Chief,   United
                      States European Command.
                      Tufts University, Packard Avenue, Medford, MA 02155

ALICE S. ILCHMAN      Director
         (60)
                      President,  Sarah Lawrence  College;  Director or Trustee,
                      the Seligman Group of Investment Companies;  Chairman, The
                      Rockefeller   Foundation,   charitable   foundation;   and
                      Director,  NYNEX, telephone company; and the Committee for
                      Economic  Development;   formerly,   Trustee,  The  Markle
                      Foundation,   philanthropic  organization;  and  Director,
                      International  Research and Exchange  Board,  intellectual
                      exchanges.
                      Sarah Lawrence College, Bronxville, New York 10708
    


                                       5
<PAGE>


   
FRANK A. McPHERSON    Director
         (62)
                      Chairman  of  the  Board  and  Chief  Executive   Officer,
                      Kerr-McGee Corporation,  energy and chemicals; Director or
                      Trustee,  the  Seligman  Group  of  Investment  Companies;
                      Director of Kimberly-Clark Corporation, consumer products,
                      Bank  of  Oklahoma  Holding  Company,  American  Petroleum
                      Institute,  Oklahoma  City  Chamber of  Commerce,  Baptist
                      Medical   Center,   Oklahoma   Chapter   of   the   Nature
                      Conservancy,  Oklahoma  Medical  Research  Foundation  and
                      United Way  Advisory  Board;  Chairman  of  Oklahoma  City
                      Public  Schools  Foundation;  and  Member of the  Business
                      Roundtable and National Petroleum  Council.
                      123 Robert S. Kerr Avenue, Oklahoma City, OK 73102

JOHN E. MEROW*        Director
         (66)
                      Chairman  and Senior  Partner,  Sullivan &  Cromwell,  law
                      firm;   Director  or  Trustee,   the  Seligman   Group  of
                      Investment  Companies;  The  Municipal  Art Society of New
                      York; Commonwealth Aluminum Corporation,  the U.S. Council
                      for  International   Business  and  the  U.S.-New  Zealand
                      Council; Chairman, American Australian Association; Member
                      of the  American  Law  Institute  and  Council  on Foreign
                      Relations;  Member of the Board of  Governors  of  Foreign
                      Policy  Association  and  New  York  Hospital.
                      125 Broad Street, New York, NY 10004

BETSY S. MICHEL       Director
         (53)
                      Attorney;  Director  or  Trustee,  the  Seligman  Group of
                      Investment   Companies   and   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

JAMES C. PITNEY       Director
         (69)
                      Partner,  Pitney, Hardin, Kipp & Szuch, law firm; Director
                      or Trustee, the Seligman Group of Investment Companies and
                      Public Service  Enterprise  Group,  public  utility.
                      Park Avenue at Morris County,  P.O. Box 1945,  Morristown,
                      NJ 07962-1945

JAMES Q. RIORDAN      Director
         (68)
                      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.  and  Public
                      Broadcasting Service; formerly,  Co-Chairman of the Policy
                      Council of the Tax Foundation; Director and Vice Chairman,
                      Mobil   Corporation;   Director  and  President,   Bekaert
                      Corporation;  and Director,  Tesoro  Petroleum  Companies,
                      Inc.
                      675 Third Avenue, Suite 3004, New York, NY 10017

ROBERT L. SHAFER      Director
         (63)
                      Director,  Various Corporations;  Director or Trustee, the
                      Seligman  Group  of  Investment   Companies;   and  USLIFE
                      Corporation, life insurance.
                      235 East 42nd Street, New York, NY 10017
    


                                       6
<PAGE>


   
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,  Red Man Pipe
                      and Supply Company and C-SPAN.
                      300 Crescent Court, Suite 700, Dallas, TX 75202

THOMAS G. MOLES       Vice President and Senior Portfolio Manager
         (53)
                      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
         (39)
                      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
         (31)
                      Senior Vice  President,  Law and Regulation and Secretary,
                      J. & W. Seligman & Co.  Incorporated,  investment managers
                      and advisors;  Secretary, the Seligman Group of Investment
                      Companies, Seligman Financial Services, Inc., distributor;
                      Seligman Henderson Co., advisors; Seligman Services, Inc.,
                      broker/dealer;  Chuo Trust - JWS Advisors, Inc., advisors;
                      and  Seligman  Data  Corp.,   shareholder  service  agent;
                      formerly, attorney, Seward & Kissel.

THOMAS G. ROSE        Treasurer
         (38)
                      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 Board acts on behalf of the Board  between
meetings to determine the value of securities and assets owned by the Series for
which no market  valuation is available and to elect or appoint  officers of the
Fund to serve until the next meeting of the Board.


                                       7
<PAGE>


<TABLE>
<CAPTION>
                                                     Compensation Table

   
                                                                                   Pension or             Total Compensation
                                                         Aggregate             Retirement Benefits        from Registrant and
            Name and                                   Compensation            Accrued as part of          Fund Complex Paid
    Position with Registrant                        from Registrant (1)           Fund Expenses            to Directors (2)
    ------------------------                        -------------------           -------------            ----------------
<S>                                                   <C>                                                    <C>         
   William C. Morris, Director and Chairman                N/A                        N/A                          N/A
   Brian T. Zino, Director and President                   N/A                        N/A                          N/A
   Ronald T. Schroeder, Director                           N/A                        N/A                          N/A
   Fred E. Brown, Director                                 N/A                        N/A                          N/A
   John R. Galvin, Director                           $  3,520.16                     N/A                    $  41,252.75
   Alice S. Ilchman, Director                            5,725.28                     N/A                       68,000.00
   Frank A. McPherson                                    3,520.16                     N/A                       41,252.75
   John E. Merow, Director                               5,653.84(d)                  N/A                       66,000.00(d)
   Betsy S. Michel, Director                             5,618.12                     N/A                       67,000.00
   Douglas R. Nichols, Jr., Director*                    2,133.68                     N/A                       24,747.25
   James C. Pitney, Director                             5,725.28                     N/A                       68,000.00
   James Q. Riordan, Director                            5,725.28                     N/A                       70,000.00
   Herman J. Schmidt, Director*                          2,133.68                     N/A                       24,747.25
   Robert L. Shafer, Director                            5,725.28                     N/A                       70,000.00
   James N. Whitson, Director                            5,653.84(d)                  N/A                       68,000.00(d)
</TABLE>

(1)  For the year ended December 31, 1995.

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

*    Retired May 18, 1995.

(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 less than 1% of the
Class A Shares of the National  Series and less than 1% of the Class A Shares of
the New York Tax-Exempt Series at January 12, 1996.
    

                            MANAGEMENT AND EXPENSES

   
    Under the Management  Agreement,   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 Manager is entitled to receive a management fee from each Series for its
services,  calculated daily and payable monthly, equal to 0.50% per annum of the
average  daily net assets of each Series.  The Manager,  at its  discretion  may
waive  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, 1995, 1994 and 1993.
    


                                       8
<PAGE>


   
Fiscal Year                 Management Fee Paid   % of Average Daily Net Assets
- -----------                 -------------------   -----------------------------
National Series
    Year ended 9/30/95        $  540,874                     0.50%
    Year ended 9/30/94           621,285                     0.50
    Year ended 9/30/93           661,712                     0.50
Colorado Series
    Year ended 9/30/95        $  277,393                     0.50
    Year ended 9/30/94           318,834                     0.50
    Year ended 9/30/93           328,005                     0.50
Georgia Series
    Year ended 9/30/95           272,768                     0.45*
    Year ended 9/30/94           194,686                     0.30*
    Year ended 9/30/93           107,583                     0.20*
Louisiana Series
    Year ended 9/30/95           309,651                     0.50
    Year ended 9/30/94           330,062                     0.50
    Year ended 9/30/93           310,350                     0.50
Maryland Series
    Year ended 9/30/95           283,135                     0.50
    Year ended 9/30/94           305,335                     0.50
    Year ended 9/30/93           302,181                     0.50
Massachusetts Series
    Year ended 9/30/95           580,271                     0.50
    Year ended 9/30/94           648,895                     0.50
    Year ended 9/30/93           664,011                     0.50
Michigan Series
    Year ended 9/30/95           749,963                     0.50
    Year ended 9/30/94           791,875                     0.50
    Year ended 9/30/93           766,158                     0.50
Minnesota Series
    Year ended 9/30/95           672,792                     0.50
    Year ended 9/30/94           702,194                     0.50
    Year ended 9/30/93           724,940                     0.50
Missouri Series
    Year ended 9/30/95           233,342                     0.45*
    Year ended 9/30/94           201,744                     0.36*
    Year ended 9/30/93           157,373                     0.30*
New York Series
    Year ended 9/30/95           432,770                     0.50
    Year ended 9/30/94           491,715                     0.50
    Year ended 9/30/93           492,674                     0.50
Ohio Series
    Year ended 9/30/95           847,530                     0.50
    Year ended 9/30/94           909,119                     0.50
    Year ended 9/30/93           893,295                     0.50
Oregon Series
    Year ended 9/30/95           270,412                     0.45*
    Year ended 9/30/94           241,140                     0.39*
    Year ended 9/30/93           190,680                     0.35*
South Carolina Series
    Year ended 9/30/95           563,437                     0.50
    Year ended 9/30/94           611,278                     0.50
    Year ended 9/30/93           496,131                     0.50

*   The Manager waived a portion of its management fee due for this year.
    


                                       9
<PAGE>


    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
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.

   
    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  Management  Agreement,  except for willful  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.
    

    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 1940 Act  (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 for  further  history  of the
Manager.
    

           ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN

   
    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.


                                       10
<PAGE>


    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 purposes  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, 1993,  1994 or 1995. 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
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, 1995,  the maximum  offering  price of each Series'  shares is as
follows:

<TABLE>
<CAPTION>
                                                CLASS A SHARES

                                    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                            $  7.58                         $.38                       $  7.96
Colorado                               7.30                        .36                            7.66
Georgia                                7.81                        .39                            8.20
Louisiana                              8.14                        .41                            8.55
Maryland                               7.96                        .40                            8.36
Massachusetts                          7.91                        .39                            8.30
Michigan                               8.54                        .43                            8.97
Minnesota                              7.82                        .39                            8.21
Missouri                               7.70                        .38                            8.08
New York                               7.86                        .39                            8.25
Ohio                                   8.11                        .40                            8.51
Oregon                                 7.66                        .38                            8.04
South Carolina                         7.97                        .40                            8.37
</TABLE>
    


                                       11
<PAGE>


                                 CLASS D SHARES

   
                                              Net Asset Value and Maximum
Name of Series                                 Offering Price Per Share*
- --------------                                 -------------------------
National                                           $  7.57
Colorado                                              7.29
Georgia                                               7.82
Louisiana                                             8.14
Maryland                                              7.97
Massachusetts                                         7.90
Michigan                                              8.54
Minnesota                                             7.82
Missouri                                              7.70
New York                                              7.87
Ohio                                                  8.15
Oregon                                                7.65
South Carolina                                        7.97
    
- ---------
*    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.

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,  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 Prospectus.

   The Right of  Accumulation  allows an investor  to combine  the amount  being
invested in Class A shares of a Series,  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  Prospectus,  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 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.
    


                                       12
<PAGE>


   
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 of 1986,
as amended (the "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  Prospectus
applies  to sales to  "eligible  employee  benefit  plans"  (as  defined  in the
Prospectus),  except  that  the  Fund  may sell  shares  at net  asset  value to
"eligible  employee  benefit plans," (i) which have at least $1 million invested
in the Seligman  Group of Mutual Funds or (ii) of employers who have at least 50
eligible  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 SFSI.  Such sales must be made in  connection
with a payroll  deduction 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.
    

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 Fund's 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  municipal  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 by 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.


                                       13
<PAGE>


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 to cash.

                             DISTRIBUTION SERVICES

   
    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  concessions  received by SFSI,  dealer
commissions and total commissions paid by each Series on sales of Class A shares
of the Fund for the years ended September 30, 1995, 1994 and 1993. Also included
in the table are the amounts of CDSL retained by SFSI for the period February 1,
1994 through September 30, 1994 and for the year ended September 30, 1995:

<TABLE>
<CAPTION>
                                                        Fiscal 1995
     Series                SFSI Concessions          Dealer Commissions          Total Commissions       CDSL Retained
     ------                ----------------          ------------------          -----------------       -------------
<S>                            <C>                        <C>                          <C>                    <C>   
   National                    $  11,153                  $  79,889                    $  91,042              $  101
   Colorado                        5,942                     44,871                       50,813                  --
   Georgia                        12,480                     93,530                      106,010                 378
   Louisiana                       7,730                     54,577                       62,307                 409
   Maryland                        8,750                     66,429                       75,179                  --
   Massachusetts                  12,600                     94,205                      106,805                 323
   Michigan                       30,006                    227,211                      257,217                 796
   Minnesota                      18,444                    140,533                      158,977                 700
   Missouri                        6,965                     53,304                       60,269                 428
   New York                       14,942                    112,407                      127,349                 940
   Ohio                           23,679                    178,085                      201,764                 100
   Oregon                         16,678                    123,858                      140,536                 841
   South Carolina                 30,670                    237,827                      268,497                 356

                                                        Fiscal 1994
     Series                SFSI Concessions          Dealer Commissions          Total Commissions       CDSL Retained
     ------                ----------------          ------------------          -----------------       -------------
   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>
    


                                       14
<PAGE>


   
<TABLE>
<CAPTION>
                                                        Fiscal 1993
     Series                SFSI Concessions          Dealer Commissions          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>

    Effective April 1, 1995,  Seligman Services,  Inc. ("SSI"),  an affiliate of
the Manager became  eligible to receive  commissions  from certain sales of Fund
shares,  as well as distribution  and service fees pursuant to the Plan. For the
period ended September 30, 1995, SSI received  commissions and  distribution and
service fees in the following amounts:

                                                            Distribution and
     Series                         Commissions               Service Fees
     ------                         -----------               ------------
     National                        $  531                    $  2,983
     Colorado                         3,110                       1,444
     Georgia                          1,598                         221
     Louisiana                            0                         366
     Maryland                         1,327                         772
     Massachusetts                      417                       1,059
     Michigan                           245                         914
     Minnesota                           11                         925
     Missouri                           444                       1,371
     New York                         1,211                       2,976
     Ohio                             1,245                       1,392
     Oregon                             750                         394
     South Carolina                   1,247                         749

    Class A shares of each  Series may be sold at net asset value to present and
retired trustees, directors, officers, employees (and family members, as defined
in the Prospectus) 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.

                                     TAXES

    Under the Tax Reform Act of 1986,  as amended,  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.

    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


                                       15
<PAGE>


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

   
         The net asset  value per share of each class of a Series of the Fund is
determined as of the close of the New York Stock  Exchange  ("NYSE")  (normally,
4:00 p.m. New York City time),  on each day that the NYSE is open.  The Fund and
the NYSE are 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 for each class of a Series on each
day in which  there is a  sufficient  degree of trading  in a Series'  portfolio
securities  that  the net  asset  value of  Series  shares  might be  materially
affected.  Net asset  value per  share  for a class of a Series is  computed  by
dividing  that class' share of the value of the net assets of such Series (i.e.,
the value of its assets less  liabilities)  by the total  number of  outstanding
shares of such class. All expenses of a Series, including the Manager's fee, are
accrued  daily and taken into account for the purpose of  determining  net asset
value. The net asset value of Class D shares of a Series will generally be lower
than the net  asset  value of Class A shares  of such  Series as a result of the
higher distribution fee with respect to Class D shares. It is expected, however,
that the net  asset  value per share of the two  classes  will tend to  converge
immediately after the recording of dividends, which will differ by approximately
the amount of the  distribution  and other class expenses  accrual  differential
between the classes.
    

    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,  fair value
will be 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 a Series' 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, 1995 for each
Series'  Class  A  shares  was  as  follows:   National-4.73%,   Colorado-4.36%,
Georgia-4.44%,     Louisiana-4.39%,     Maryland-4.24%,     Massachusetts-4.38%,
Michigan-4.36%,  Minnesota-3.94%,  Missouri-4.30%,  New York-4.70%,  Ohio-4.24%,
Oregon-4.26%,  and South  Carolina-4.43%.  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,
1995,  which  was the last day of this  period.  The  average  number of Class A
shares   were:   National-13,853,185,   Colorado-7,536,267,   Georgia-7,438,996,
Louisiana-7,645,231,        Maryland-7,075,870,        Massachusetts-14,703,087,
Michigan-17,772,074,      Minnesota-17,007,702,      Missouri-6,701,672,     New
York-10,732,461, Ohio-21,028,828, Oregon-7,799,146 and South Carolina-14,159,321
which was the  average  daily  number of shares  outstanding  during  the 30-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,  1995  for  each  Series'  Class A shares  was as  follows:  National-7.83%,
Colorado-7.60%,      Georgia-7.82%,       Louisiana-7.73%,       Maryland-7.38%,
Massachusetts-8.22%,   Michigan-7.55%,   Minnesota-7.12%,   Missouri-7.57%,  New
York-8.41%,   Ohio-7.59%,   Oregon-7.74%  and  South  Carolina-7.88%.   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-43.22%,   Maryland-42.62%,   Massachusetts-46.85%,    Michigan-42.26%,
Minnesota-44.73%,  Missouri-43.22%, New York-44.13%, Ohio-44.13%,  Oregon-45.04%
    


                                       16
<PAGE>


   
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,
1995  for  each  Series'   Class  A  shares  was  as  follows:   National-6.16%,
Colorado-3.45%,      Georgia-6.40%,       Louisiana-5.01%,       Maryland-5.69%,
Massachusetts-4.41%,   Michigan-4.39%,   Minnesota-2.56%,   Missouri-5.41%,  New
York-5.70%, Ohio-4.43%, Oregon-3.88% and South Carolina-5.42%; for the five-year
period ended on September  30, 1995 for each of the Series'  Class A shares was:
National-7.14%, Colorado-6.24%, Georgia-7.30%, Louisiana-7.01%,  Maryland-7.24%,
Massachusetts-7.83%,   Michigan-7.49%,   Minnesota-6.79%,   Missouri-6.83%,  New
York-7.71%, Ohio-7.17%, Oregon-6.90%, and South Carolina-7.26%; for the ten-year
period  ended on  September  30, 1995 for certain of the Series'  Class A shares
was:  National-8.64%,  Louisiana-8.29%,   Maryland-7.53%,   Massachusetts-8.09%,
Michigan-8.67%,  Minnesota-8.06%,  New  York-8.35%,  and  Ohio-8.51%;  and since
inception  through  the period  ended on  September  30, 1995 for certain of the
Series'  Class A  shares  was:  Colorado-6.24%,  Georgia-7.26%,  Missouri-6.95%,
Oregon-6.46% and South Carolina-7.26%. These returns 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
the ten-year period or since inception  period 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, 1995 for each
Series'  Class  D  shares  was  as  follows:   National-4.07%,   Colorado-3.69%,
Georgia-3.76%,     Louisiana-3.70%,     Maryland-3.56%,     Massachusetts-3.70%,
Michigan-3.68%,  Minnesota-3.23%,  Missouri-3.60%,  New York-4.05%,  Ohio-3.53%,
Oregon-3.57% and South Carolina-3.75%.  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, 1995,  which was the last day of this period.  The
average  number  of  Class D  shares  were:  National-160,196,  Colorado-24,022,
Georgia-265,214,   Louisiana-57,453,   Maryland-79,423,   Massachusetts-112,017,
Michigan-137,572,    Minnesota-284,298,   Missouri-68,894,   New   York-112,278,
Ohio-91,217,  Oregon-207,885  and South  Carolina-208,370  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,  1995  for  each  Series'  Class D shares  was as  follows:  National-6.74%,
Colorado-6.43%,      Georgia-6.62%,       Louisiana-6.51%,       Maryland-6.20%,
Massachusetts-6.95%,   Michigan-6.37%,   Minnesota-5.84%,   Missouri-6.34%,  New
York-7.25%,   Ohio-6.32%,   Oregon-6.49%  and  South  Carolina-6.67%.   The  tax
equivalent annualized yield was computed as discussed above for Class A shares.

    The average annual total return for the one-year period ended, September 30,
1995  for  each  Series'   Class  D  shares  was  as  follows:   National-9.17%,
Colorado-6.26%,      Georgia-9.58%,       Louisiana-8.17%,       Maryland-8.75%,
Massachusetts-7.33%,   Michigan-7.36%,   Minnesota-5.45%,   Missouri-8.49%,  New
York-8.87%,  Ohio-7.67%,  Oregon-6.86%,  and  South  Carolina-8.63%;  and  since
inception  through the period end (on September 30, 1995 for each of the Series'
Class   D   shares   was:   National-(0.49)%,   Colorado-0.67%,   Georgia-1.33%,
Louisiana-1.28%,    Maryland-1.76%,     Massachusetts-1.53%,     Michigan-1.46%,
Minnesota-1.90%,  Missouri-0.99%, New York-0.83%, Ohio-1.70%,  Oregon-1.64%, and
South  Carolina-1.09%.  These returns 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 then  assumed  that at the end of the  one-year
period  and since  inception  of the  Series,  the entire  amount was  redeemed,
subtracting the 1% CDSL, if applicable.

    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,
1995 or from the commencement of a Series' operation through September 30, 1995,
assuming investment of all dividends and capital gain distributions.
    


                                       17
<PAGE>


<TABLE>
   
<CAPTION>
                                                CLASS A 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
9/30/86               $  1,082                 $   28            $   92           $   1,202
9/30/87                    945                     66               163               1,174
9/30/88                    974                    127               266               1,367
9/30/89                    986                    132               366               1,484
9/30/90                    949                    145               451               1,545
9/30/91                  1,008                    170               587               1,765
9/30/92                  1,029                    180               712               1,921
9/30/93                  1,110                    227               895               2,232
9/30/94                    916                    302               836               2,054
9/30/95                    967                    319             1,004               2,290          129.01%
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
9/30/95                    973                     43               752               1,768           76.80%
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
9/30/95                  1,041                     61               686               1,788           78.82%
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
9/30/95                  1,085                    137               995               2,217          121.71%
</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>
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
9/30/95                  1,061                    110               896               2,067          106.72%
MASSACHUSETTS
9/30/86                  1,054                      1                84               1,139
9/30/87                    940                     24               150               1,114
9/30/88                    995                     41               247               1,283
9/30/89                    999                     51               338               1,388
9/30/90                    948                     62               412               1,422
9/30/91                  1,026                     70               552               1,648
9/30/92                  1,052                     82               674               1,808
9/30/93                  1,115                    104               828               2,047
9/30/94                  1,000                    139               847               1,986
9/30/95                  1,033                    153               991               2,177          117.69%
MICHIGAN
9/30/86                  1,077                     15                86               1,178
9/30/87                    943                     49               152               1,144
9/30/88                  1,001                     73               253               1,327
9/30/89                  1,026                     79               353               1,458
9/30/90                    995                     93               437               1,525
9/30/91                  1,057                    102               569               1,728
9/30/92                  1,095                    117               699               1,911
9/30/93                  1,145                    168               846               2,159
9/30/94                  1,044                    173               879               2,096
9/30/95                  1,077                    190             1,029               2,296          129.64%
MINNESOTA
9/30/86                  1,064                      6                84               1,154
9/30/87                    948                     34               150               1,132
9/30/88                  1,001                     51               247               1,299
9/30/89                  1,012                     57               338               1,407
9/30/90                    997                     66               426               1,489
9/30/91                  1,040                     70               544               1,654
9/30/92                  1,051                     72               659               1,782
9/30/93                  1,103                    106               805               2,014
9/30/94                  1,028                    126               863               2,017
9/30/95                  1,041                    132               997               2,170          117.02%
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
9/30/95                  1,027                     72               763               1,862           86.25%
</TABLE>
    


                                       19
<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>
NEW YORK
9/30/86               $  1,060                 $   15           $    85           $   1,160
9/30/87                    937                     44               150               1,131
9/30/88                    974                     79               245               1,298
9/30/89                    992                     86               342               1,420
9/30/90                    952                     91               422               1,465
9/30/91                  1,022                     97               559               1,678
9/30/92                  1,046                    115               682               1,843
9/30/93                  1,126                    153               845               2,124
9/30/94                    987                    179               844               2,010
9/30/95                  1,012                    234               983               2,229          122.93%
OHIO
9/30/86                  1,060                      8                87               1,155
9/30/87                    967                     22               158               1,147
9/30/88                  1,010                     60               258               1,328
9/30/89                  1,022                     63               357               1,442
9/30/90                    999                     80               445               1,524
9/30/91                  1,056                     87               578               1,721
9/30/92                  1,085                     99               704               1,888
9/30/93                  1,149                    121               860               2,130
9/30/94                  1,027                    148               889               2,064
9/30/95                  1,055                    174             1,033               2,262          126.23%
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
9/30/95                  1,021                     17               715               1,753           75.32%
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
9/30/95                  1,063                     42               678               1,783           78.28%
</TABLE>
    

                                                   CLASS D SHARES

<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>
NATIONAL
9/30/94                 $  867                   $  -             $  25              $  892
9/30/95                    923                      -                69                 992           (0.81)%
COLORADO
9/30/94                    909                      -                25                 934
9/30/95                    944                      -                67               1,011            1.12
    
</TABLE>


                                       20
<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>
GEORGIA
9/30/94                 $  890                  $   -            $   25            $    915
9/30/95                    939                     15                68               1,022            2.21%
LOUISIANA
9/30/94                    900                      -                26                 926
9/30/95                    932                     18                71               1,021            2.13
MARYLAND
9/30/94                    903                      -                26                 929
9/30/95                    942                     18                69               1,029            2.93
MASSACHUSETTS
9/30/94                    910                      -                27                 937
9/30/95                    948                      4                73               1,025            2.54
MICHIGAN
9/30/94                    910                      -                26                 936
9/30/95                    948                      5                71               1,024            2.43
MINNESOTA
9/30/94                    931                      -                29                 960
9/30/95                    951                      2                79               1,032            3.17
MISSOURI
9/30/94                    895                      -                24                 919
9/30/95                    939                     10                68               1,017            1.65
NEW YORK
9/30/94                    888                      -                26
9/30/95                    920                     23                71               1,014            1.38
OHIO
9/30/94                    911                      -                26
9/30/95                    947                     10                71               1,028            2.84
OREGON
9/30/94                    917                      -                26                 943
9/30/95                    954                      3                70               1,027            2.73
SOUTH CAROLINA
9/30/94                    895                      -                25                 920
9/30/95                    947                      2                69               1,018            1.81
</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              10/1/85
     Louisiana          10/1/85            New York              10/1/85
     Maryland           10/1/85            Ohio                 10/1/85
     Massachusetts      10/1/85            Oregon               10/15/86
     Michigan           10/1/85            South Carolina        6/30/87
     Minnesota          10/1/85
    

     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.


                                       21
<PAGE>


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.

    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 1940 Act  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 1940 Act  provides  that any  matter  required  to be
submitted  by the  provisions  of the  1940  Act 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,
1995 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, 1995, 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, Inc. ("Moody's")
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.


                                       22
<PAGE>


    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.

    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.


                                       23
<PAGE>


    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.

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 differ 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  they are  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.


                                       24
<PAGE>


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

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

    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 10.36%  actual  value in 1995.  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
all 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,  valuation for  assessment  ratio  increases,  extensions of
expiring taxes,  and tax policy changes directly causing a net tax revenue gain,
as well as creation of any multiple  fiscal year debt or  financial  obligations
without adequate present cash reserves pledged irrevocably and held for payments
in all 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  1995-96 and  1996-97.  According  to the  Colorado
Legislative  Council Staff Report  (December  1995),  in fiscal year 1995-96 the
state TABOR  growth rate limit is estimated  to be 7.0%;  and for  1996-97,  the
state TABOR growth rate limit is estimated to be 7.3%.

    The final figure for fiscal year 1994 for assessed value of all taxable real
property  in the  state  is  $29,831,046,666  of  which  approximately  46.8% is
residential, and 31.2% is commercial and industrial. Total revenue from property
taxes in 1994 was  $2,512,514,138.  Figures  for  fiscal  year  1995 are not yet
available.

    The factors outlined below are generally  indicative of the current economic
status of the State of Colorado.  Forecasts are based on  predictions of several
economists.  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 2.6%  increase  in  population  in 1994,  the third
strongest since 1983,  with a net positive  migration of  approximately  62,412.
Preliminary estimates indicate in-migration and population growth continued at a
somewhat lower rate in 1995 - with estimates ranging from 1.8% to 2.5%. Positive
migration into Colorado is expected by Colorado  economists to continue  through
1996, with population growth of between 1.6% - 1.9% predicted for that year.
    


                                       25
<PAGE>


   
    Local economists have predicted  employment  growth of between 1.8% and 2.6%
in 1996. This is somewhat lower than the approximately 2.8% - 3.7% rate for 1995
and considerably  lower than the approximately 4.7% - 4.9% rate for 1994. During
1995, job growth occurred in every major  employment  sector except mining.  The
Colorado  Legislative  Council Staff Report  (December  1995)  predicts for 1996
weakness in the defense,  federal  government,  public utility and home building
sectors, while service job growth and private  non-residential  building will be
healthy. 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 1995 is  estimated  at 6.6%.  Colorado
economists  generally  expect a lower rate of increase  for 1996.  In 1995,  the
Denver-Boulder  metropolitan area's inflation rate outpaced nationwide inflation
- -  projected  to be from 4.6%  compared  to 2.9% for the  nation.  The  Colorado
Legislative  Council Staff Report forecasts  inflation for 1996 at 4.0%.  Retail
sales  increased  by  approximately  4.7% - 5.5% in  1995,  down  from  the 1994
increase of between 11.7% and 12/2%.  Colorado  economists  are  forecasting  an
increase in retail sales of between 6.2% to 6.6% in 1996.

    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  12.3% in 1996.  Non-residential  construction  showed a
large increase of 16.5% - 21.5% in 1995,  with estimates for 1996 that are mixed
- - one forecast calls for a decrease of 0.4% while another expects an increase of
8.0%.

    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
have been  completed.  It is  expected  that  growth  will  continue  to slow in
Colorado in 1996, the primary causes of which will be a decline in migration and
an end of the construction boom.  Colorado is 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; S&P
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 August 1995, the State's highest total annual commitment in any
current or subsequent  fiscal year equaled  5.32% of fiscal year 1995  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.


                                       26
<PAGE>


   
    The  State  operates on a fiscal year  beginning  July 1 and ending June 30.
For example, "fiscal 1995" refers to the year ended June 30, 1995.

    Based on data issued by the State of Georgia  for fiscal  year 1995,  income
tax receipts and sales tax receipts of the State for fiscal year 1995  comprised
approximately 47.9% and 38.8%, respectively, of the State tax receipts. Further,
such data shows that total State tax  receipts  for fiscal 1995  (9,138,000,000)
increased by  approximately  6.25% over such  collections  in fiscal 1995. As of
August 1994, the State estimates tax receipts for 1996 at $9,758,000,000.

    The average  annual  employment of the civilian labor force in the State for
October 1995 was 5.3%  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.
    

    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 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


                                       27
<PAGE>


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.

    Since 1993 the State has experienced  recurring small budget surpluses which
have been applied to reduction of outstanding  debts. These surplus funds, under
current laws, should be used to retire existing debt. The State has announced an
estimated  surplus for  1995-96.  However,  this cannot be relied upon to assure
that a fiscal  1996-97  deficit will not occur which would  necessitate  further
budge reductions or tax increases.

    A statewide  referendum on the continued legality of video poker,  riverboat
gambling and land based gaming has been proposed by the newly elected  governor.
A revocation of laws  legalizing  gambling in Louisiana would have serious budge
consequences.

    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  issues 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  users.  With respect to
bonds  issued  by local  political  subdivisions  or  agencies,  because  the 64
parished  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 60,000 jobs from September 1994 to September 1995. The 3.5%
rate of job growth from  September  1994 to 1995 is among the fastest job growth
gains Louisiana has experienced since the mid-1980's. Personal income rose by 6%
from the second quarter of 1994 to the first quarter of 1995. These strong rates
of growth are likely to slow somewhat as the slowing of national economic growth
since  the  second  half of  1995  begins  to  affect  Louisiana.  Manufacturing
employment  rose by 1.3% from  September  1994 to September  1995.  This was the
second consecutive year of rising manufacturing employment in Louisiana.

    The unemployment  rate fell from 8.1% (1994 Quarter 3) to 6.8% (1995 Quarter
3). The improved Louisiana  unemployment rate is still above Mississippi at 6.3%
and Alabama at 6.1%.  However, it is a marked improvement in economic condition.
Gaming employment has been a significant  contributor to the statewide job gains
since mid-1994.
    


                                       28
<PAGE>


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 11, 1995,
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, 1993,
June 30,  1994 and June 30,  1995 were  $11.786  billion,  $12.351  billion  and
$13,527  billion,  respectively.  As of October 11, 1995, it was estimated  that
total  expenditures for fiscal year 1996 would be $14.429  billion.  The State's
General Fund, the Fund from which all general costs of state government are paid
and to which taxes and other  revenues  not  specifically  directed by law to be
deposited  in separate  funds are recorded  and which  represents  approximately
55%-60% of each year's total budget,  had a deficit on a budgetary  basis of $56
million in fiscal year  1992,,  an  unreserved  surplus of $11 million in fiscal
year  1993,  an  unreserved  surplus of $60  million in fiscal  year 1994 and an
unreserved surplus of $133 million in fiscal year 1995. 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 1995, the General Assembly approved the $14.429 billion 1996 fiscal
year  budget.  The Budget  includes  $2.8  billion  in aid to local  governments
(reflecting  a $161  million  increase in funding  over 1995 that  provides  for
substantial  increases in education,  health and police aid), and $134.1 million
in general fund  deficiency  appropriations  for fiscal year 1995,  of which $60
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 1996  Budget  was  enacted,  it was
estimated  that the general fund surplus on a budgetary  basis at June 30, 1996,
would be  approximately  $7.8 million;  as of October 11, 1995, the estimate was
$34.3 million.  In addition,  it is estimated that there will be $158 million in
the Reserve Stabilization Account of the State Reserve Fund at June 30, 1996.

    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 S&P, 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 S&P. 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 S&P.  The general
obligation  bonds of those other counties of the State that are rated by Moody's
carry an "A" rating or better.  Baltimore City's is general obligation bonds are
rated "A1" by Moody's and "A" by S&P. 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 S&P.

    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  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
    


                                       29
<PAGE>


   
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 totaled  approximately $13.914
billion and total  revenues  and other  sources  totaled  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  totaled  approximately  $15.193
billion and total  revenues  and other  sources  totaled  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  totaled  approximately  $15.952
billion and total  revenues  and other  sources  totaled  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.  Total  expenditures  and  other  uses for  fiscal  1995  totaled
approximately  $16.794  billion and total  revenues  and other  sources  totaled
approximately  $16,931  billion.  Overall,  the budgeted  operating  funds ended
fiscal 1995 with an excess of revenues and other sources over  expenditures  and
other uses of $137 million,  and with  positive  fund balances of  approximately
$726 million

    The  fiscal  1996  budget is based on  estimated  total  revenues  and other
sources of approximately $17.231 billion.  Total expenditures and other uses for
fiscal 1996 are currently estimated at approximately $17.402 billion. The fiscal
1995 budget proposes that the $171 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 1996, to produce estimated ending fund
balances for fiscal 1996 of approximately  $555 million.  The fiscal 1996 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,  fiscal 1994 and fiscal 1995 and is expected to increase  again in
fiscal 1996.
    

    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,  $381.6 million,
$184.1 million and $72 million,  respectively.  GAAP basis financial  statements
for  fiscal  1995  indicate  that the  Commonwealth  ended such year with a fund
equity of $287 million.
    


                                       30
<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;
however,  such  manufacturing  continues to be an important  part of the State's
economy.  These  particular  industries  are highly  cyclical  and in the period
1994-95  operated at somewhat  less than full capacity but at higher levels than
in the immediate prior years.  The cyclical  nature of these  industries and the
Michigan  economy can adversely  affect the revenue streams of the State and its
political subdivisions because it may adversely impact 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.  This  negative
balance had been  eliminated as of the end of fiscal year  1991-92,  which ended
September  30,  1992.  The State ended  fiscal year  1992-93 with a General Fund
balance  of  $26  million   after  the   transfer  of  $282.5   million  to  its
Counter-Cyclical Budget and Economic Stabilization Fund ("BSF"). The State ended
fiscal year 1993-94 with a General Fund balance of $460.2 million which also was
transferred  to the BSF. The State's  fiscal year 1994-95  budget was adopted by
the  legislature in July, 1994 and the fiscal year 1995-96 budget was adopted in
June 1995. The State's Annual Financial report for fiscal years ending September
30 is generally available at the end of March of the following year.

    Beginning in 1993, the Michigan  Legislature  enacted several statutes which
significantly  affect  Michigan  property taxes and the financing of primary and
secondary school operations. The property tax and school finance reform measures
included a ballot proposal  ("Proposal A") which was approved by voters on March
15, 1994.  Under Proposal A as approved,  effective May 1, 1994, the State sales
and use tax  imposed on sales and  rentals of  tangible  personal  property  and
telecommunications  services was  increased  from 4% to 6%, the State income tax
was decreased  from 4.6% to 4.4%,  the cigarette tax was increased  from $.25 to
$.75 per pack and an additional tax of 16% of the wholesale price was imposed on
certain  other tobacco  products.  A real estate  transfer tax became  effective
January 1, 1995,  at a rate that was  ultimately  adjusted  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.
Proposal A contains additional  provisions regarding the ability of local school
districts to levy supplemental  property taxes for operating purposes as well as
a limit on assessment  increased for each parcel of property,  beginning in 1995
to the lesser of 5% or the rate of inflation.

    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 Aa by Moody's and
AA by S&P. Moody's upgraded its rating from A1 to Aa in July 1995. To the extent
that the  portfolio of Michigan  obligations  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
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.


                                       31
<PAGE>


    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.

    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.


                                       32
<PAGE>


    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 totaled $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.

   
    A February  1995 forecast  projected an  Accounting  General Fund balance at
June 30, 1995,  at $383 million,  due to a $93.5  million  increase in projected
revenues and a $21.0 million decrease in  expenditures.  The balance at June 30,
1997, was projected at $250 million.

    The  1995  Legislature  authorized  $18.220  billion  in  spending  for  the
1995-1997  biennium,  an  increase  of  $1.395  billion,  or 8.3  percent,  from
1993-1995  expenditures.  Resources for the 1995-1997 biennium were projected to
be $18.774  billion,  including $921 million  carried  forward from the previous
biennium.
    


                                       33
<PAGE>


   
    The  Legislature  authorized  7.1 percent more spending for  elementary  and
secondary  education in the 1995-1997  biennium  than in 1993-1995,  0.9 percent
more in local  government aids, 14.2 percent more for health and human services,
2.3 percent more for high education, and 25.1 percent more for corrections.  The
Legislature   set  the  budget  reserve  at  $350  million  and   established  a
supplementary reserve of $204 million in view of predicted federal cutbacks.

    After the  Legislature  adjourned in May 1995, the  Commissioner  of Finance
estimated that at June 30, 1997,  the  Accounting  General Fund balance would be
zero. The Accounting General Fund Balance at June 30, 1995, was $481 million.

    The  Commissioner  of Finance,  in a November 1995  forecast,  estimated the
Accounting General Fund balance at June 30, 1997, at $824 million, due to a $490
million  increase in revenues  from those  projected in May 1995, a $199 million
reduction in projected  expenditures,  and a $135 million increase in the amount
carried  forward from the  1993-1995  biennium.  An improved  national  economic
outlook  increased  projected  net sales tax  revenue  $257  million and reduced
projected human services  expenditures $231 million. The Commissioner  estimated
the Accounting General Fund balance at June 30, 1999, at negative $28 million.

    Only  $15  million  of the  $824  million  projected  1995-1997  surplus  is
available for spending.  The statute  requires that an additional $15 million be
placed in the supplementary  budget reserve, and an additional $794 million must
be  appropriated  to school  districts to allow the  districts,  for purposes of
state aid calculations,  to eliminate the 48 percent of property tax collections
that the school  districts  must  recognize in the fiscal year during which they
receive the property taxes.
    

    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  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, the property tax base has recovered after its growth was
slowed in many  communities  in the early  1990's by over  capacity  in  certain
segments of the commercial real estate market.  Local finances are also 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.

    Legislation  enacted in 1995 provides that it is the intent of the Minnesota
legislature that interest income on obligations of Minnesota governmental units,
and  exempt-interest  dividends  that are derived from  interest  income on such
obligations,  be included in the net income of individuals,  estates, and trusts
for  Minnesota  income tax  purposes  if it is  judicially  determined  that the
exemption  by  Minnesota  of such  interest  or such exempt  interest  dividends
unlawfully  discriminates against interstate commerce because interest income on
obligations of governmental  issuers located in other states, or exempt-interest
dividends derived from such obligations,  is so included. This provision applies
to  taxable  years that begin  during or after the  calendar  year in which such
judicial decision becomes final, regardless of the date on which the obligations
were issued,  and other  remedies apply for previous  taxable years.  The United
States Supreme Court recently denied  certiorari in an Ohio case which upheld an
exemption for interest income on obligations of Ohio governmental  issuers, even
though  interest  income on  obligations  of non-Ohio  governmental  issuers was
subject to tax.  However,  it cannot be predicted whether a similar case will be
brought in  Minnesota or  elsewhere,  or what the outcome of such case would be.
Should an adverse decision be rendered, the value of the securities purchased by
the Minnesota  Tax-Exempt Series might be adversely  affected,  and the value of
the shares of the Minnesota Tax-Exempt Series might also be adversely affected.

    The State's  bond  ratings in August  1995 were Aa1 by Moody's,  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.
    


                                       34
<PAGE>


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 exceeded 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   1,938,400  and  1,007,000   residents,   respectively,
constituting  over  fifty  percent  of  Missouri's  1995  population  census  of
approximately  5,237,825.  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.
There  are a  large  number  of  civilians  employed  at  the  various  military
installations  and training  bases in the State and recent action of the Defense
Base Closure and Realignment Commission will result in the loss of a substantial
number of civilian jobs in the St. Louis  Metropolitan area.  Further,  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 1994 was
McDonnell  Douglas  Corporation.  McDonnell  Douglas  Corporation is the State's
largest  employer,   currently  employing   approximately  24,000  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 four 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  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.  A recent  Supreme  Court
decision favorable to the State may decrease the level of State funding required
in the future, but the impact of this decision is uncertain. The State paid $282
million  for  desegregation  costs in fiscal 1994 and the budget for fiscal 1995
provided  $315  million.  This  expense  accounts for close to 7% 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
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.


                                       35
<PAGE>


    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 (the "State") 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.

   
         Although  industry and commerce  are broadly  spread  across the State,
particular  activities  are  concentrated  in the following  areas:  Westchester
County --  headquarters  for  several  major  corporations;  Buffalo  -- diverse
manufacturing  base;  Rochester  --  manufacture  of  photographic  and  optical
equipment;   Syracuse  and  Utica-Rome  area  --  production  of  machinery  and
transportation  equipment;  Albany-Troy-Schenectady  -- government and education
center and  production of electrical  products;  Binghampton -- original site of
the International  Business Machines Corporation and continued  concentration of
employment  in computer and other high  technology  manufacturing;  and New York
City  --  headquarters  for the  nation's  securities  business  and for a major
portion  of  the  nation's  major  commercial   banks,   diversified   financial
institutions and life insurance companies. In addition, the City houses the home
offices of three major radio and television  broadcasting networks,  most of the
national  magazines and a substantial  portion of the nation's book  publishers.
The City also  retains  leadership  in the design and  manufacture  of men's and
women's apparel.

Economic Outlook

         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 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.
    


                                       36
<PAGE>


   
         The national economy began the current  expansion in 1991 and has added
over 7 million jobs since early 1992.  However,  the recession  lasted longer in
the State and the State's  economic  recovery  has lagged  behind the  nation's.
Although the State has added  approximately  185,000 jobs since  November  1992,
employment  growth  in the  State  has  been  hindered  during  recent  years by
significant  cutbacks in the computer  and  instrument  manufacturing,  utility,
defense, and banking industries.

         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.

         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,  the State has  created 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.

Current Fiscal Year

         The  State's  budget for the  1995-96  fiscal  year was  enacted by the
Legislature on June 7, 1995,  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 1995-96
budget is the first to be enacted in the  administration  of the  Governor,  who
assumed office on January 1, 1995. It is the first budget in over half a century
which proposed and, as enacted,  projects an absolute  year-over-year decline in
General Fund disbursements.

         In his Executive  Budget,  the Governor  indicated  that in the 1995-96
fiscal year,  the State  Financial  Plan,  based on  then-current  law governing
spending  and  revenues,  would be out of balance by almost $4.7  billion,  as a
result of the projected  structural deficit resulting from the ongoing disparity
between sluggish growth in receipts,  the effect of prior-year tax changes,  and
the rapid  acceleration  of  spending  growth;  the impact of  unfunded  1994-95
initiatives,  primarily  for  local  aid  programs;  and  the  use  of  one-time
solutions,  primarily  surplus  funds  from the prior  year,  to fund  recurring
spending in the 1994-95 budget.  The Governor  proposed  additional tax cuts, to
spur economic growth and provide relief for low- and  middle-income  tax payers,
which were larger than those ultimately adopted, and which added $240 million to
the then projected  imbalance or budget gap, bringing the total to approximately
$5 billion.

         This gap is projected to be closed in the 1995-96 State  Financial Plan
based on the  enacted  budget,  through a series  of  actions,  mainly  spending
reductions  and cost  containment  measures  and  certain  reestimates  that are
expected to be recurring,  but also through the use of one-time  solutions.  The
State  Financial  Plan  projects  (i) nearly $1.6  billion in savings  from cost
containment,  disbursement  reestimates,  and other  savings  in social  welfare
programs,  including Medicaid, income maintenance,  and various child and family
care programs;  (ii) $2.2 billion in savings from State agency actions to reduce
spending on the State  workforce,  the State University of New York ("SUNY") and
the City  University of New York  ("CUNY"),  mental  hygiene  programs,  capital
projects,  the prison system and fringe benefits;  (iii) $300 million in savings
from  local  assistance  reforms,  including  actions  affecting  school aid and
revenue  sharing while  proposing  program  legislations  to provide relief from
certain mandates that increase local spending; (iv) over $400 million in revenue
measures,  primarily  a new Quick Draw  Lottery  game,  changes  to tax  payment
schedules,  and the sale of assets;  and (v) $300  million from  reestimates  in
receipts.

         The State economic forecast is marginally weaker than that on which the
initial  formulation of the 1995-96 State Financial Plan was based. The forecast
calls for employment to increase in 1995 and 1996. Employment growth is expected
to slow  significantly in 1996 as the pace of national economic growth slackens,
entire  industries  experience   consolidations,   and  governmental  employment
continues to shrink.  Personal income is estimated to increase by 5.6 percent in
1995, and at a more moderate 4.0 percent in 1996.
    


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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  (the "State  Financial  Plan") 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.
A final budget must be approved  before the  statutory  deadline of April 1. The
State Financial Plan is updated quarterly pursuant to law.

         The State's  fiscal year which  commences  on April 1, 1996 and ends on
March 31, 1997 is referred to herein as the State's  1996-97  fiscal  year.  The
Governor  presented his 1996-97  Executive Budget to the Legislature on December
15, 1995, one month before the legal deadline. The Governor may amend his budget
up to 30 days after its submission.  The  Legislature  and the Comptroller  will
review the Governor's  Executive Budget and are expected to comment on it. There
can be no assurance that the  Legislature  will enact the Executive  Budget into
law, or that the State's adopted budget  projections will not differ  materially
and adversely from the projections set forth below.

         The Governor's Executive Budget projects balance on a cash basis in the
General Fund. It reflects a continuing  strategy of substantially  reduced State
spending,  including  program  restructurings,   reductions  in  social  welfare
spending,  and  efficiency  and  productivity  initiatives.  Total  General Fund
receipts and  transfers  from other funds are projected to be $31.3  billion,  a
decrease of $1.4 billion  from total  receipts  projected in the current  fiscal
year.  Total  General  Fund  disbursements  and  transfers  to other  funds  are
projected to be $31.2 billion,  a decrease of $1.5 billion from spending  totals
projected  for the current  fiscal year.  After  adjustments  and  transfers for
comparability  between  the  1995-96  and 1996-97  State  Financial  Plans,  the
Executive  Budget  proposes an  absolute  year-to-year  decline in General  Fund
spending of 5.8 percent.  Spending from all funding sources  (including  federal
aid) is proposed to increase by only $239 million, or 0.4 percent from the prior
fiscal year.

         In his  1996-97  Executive  Budget,  the  Governor  indicated  that the
1996-97 General Fund Financial Plan (based on current law governing spending and
revenues)  would have been out of balance by almost $3.9  billion as a result of
the  underlying   disparity  between  receipts  and   disbursements   caused  by
anticipated  spending demands, the effect of current and prior-year tax changes,
and the use of one-time revenues to fund recurring spending in the 1995-96 State
Financial Plan.

         The Executive  Budget  proposed to close this gap  primarily  through a
series of spending  reductions  and  cost-containment  measures.  The  Executive
Budget projects (i) over $1.8 billion in savings from cost containment and other
actions in social  welfare  programs,  including  Medicaid,  welfare and various
health and mental health  programs;  (ii) $1.3 billion in federal  revenues made
available  from  anticipated  changes  in the  Medicaid  program,  including  an
increase in the federal  share of  Medicaid;  (iii) over $450 million in savings
from reforms and cost avoidance in educational  services  (including  school aid
and higher  education),  while increasing basic operating  assistance for school
districts in the upcoming  school year and providing  fiscal relief from certain
State  mandates that increase local  spending;  and (iv) $350 million in savings
from  efficiencies  and  reductions  in other  State  programs.  The  assumption
regarding an increased share of federal Medicaid funding has received bipartisan
Congressional support and would benefit 32 states, including New York.

         To make progress toward addressing recurring budgetary imbalances,  the
1996-97  Executive  Budget  proposes  significant  actions  to  align  recurring
receipts and  disbursements  in future fiscal  years.  The Governor has proposed
closing the  1996-97  fiscal  year  imbalance  primarily  through  General  Fund
expenditure  reductions and without increases in taxes or deferrals of scheduled
tax reductions.  However,  there can be no assurance that the  Legislature  will
enact the Governor's proposals or that the State's actions will be sufficient to
preserve  budgetary balance or to align recurring  receipts and disbursements in
future fiscal years.  The 1996-97  Executive  Budget includes  actions that will
have an effect on the budget  outlook for State  fiscal year 1997-98 and beyond.
The net impact of these and other  factors is  expected  to produce a  potential
imbalance in receipts and disbursements in State fiscal year 1997-98,  which the
Governor will propose to close with further spending  reductions.  The Executive
Budget contains  projections of a potential imbalance in the 1997-98 fiscal year
of $1.4  billion  and in the  1998-99  fiscal  year of  $2.5  billion,  assuming
implementation of the 1996-97 Executive Budget recommendations.

         Uncertainties  with regard to both the economy and potential  decisions
at the federal level add further  pressure on future budget  balance in New York
State.  For  example,  various  proposals  relating to federal tax and  spending
policies could, if enacted,  have a significant  impact on the State's financial
condition  in the  current  and future  fiscal  years.  Specific  budget and tax
proposals  under  consideration  at the  federal  level but not  included in the
State's 1996-97  Executive Budget forecast could also have a  disproportionately
negative impact on the  longer-term  outlook for the State's economy as compared
to other states.
    


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<PAGE>


   
         General Fund Receipts

         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 principal  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.  General Fund moneys are also transferred to other funds, primarily to
support certain capital projects and debt service payments in other fund types.

         In the State's  1995-96  fiscal  year,  the General Fund is expected to
account for approximately 49 percent of total  governmental  fund  disbursements
and 71  percent  of  total  State-funded  disbursements.  The  General  Fund  is
projected  to be  balanced on a cash basis for the 1995-96  fiscal  year.  Total
receipts and transfers  from other funds are projected to be $33.11  billion,  a
decrease of $48 million from total receipts in the prior fiscal year.

         Personal  income tax yield in the 1995-96  fiscal year is  projected at
$17.285  billion,  a decrease of $305 million from reported  collections  in the
State's  1994-95 fiscal year. The decrease  reflects both the effects of the tax
reductions  noted above and the fact that reported  collections in the preceding
year were affected by net refund reserve transactions that buoyed collections in
that year by $862 million that will be unavailable in the current year.  Without
these  changes,  the yield of the tax would have grown by more than $1.0 billion
(6  percent),  reflecting  liability  growth for the 1995 tax year  projected at
approximately  the same rate.  The income base for the tax is  projected to rise
approximately 5 percent for the 1995 tax year.

         User taxes and fees are expected to total $6.697  billion,  an increase
of $73  million  from  reported  1994-95  results.  Business  tax  receipts  are
projected at $4.079  billion,  a decline of $360 million from  reported  1994-95
results.

         Total  receipts  from  other  taxes  in the  1995-96  fiscal  year  are
projected at $1.102  billion,  $6 million less than in the preceding  year.  The
estimates  reflect  1994 and 1995  legislation  reducing  the burden of the real
property gains tax and estate tax, as well as diversion of a portion of the real
estate transfer tax proceeds to the Environmental Protection Fund.

         Miscellaneous  receipts in the State's 1995-96 fiscal year are expected
to total $1.596  billion,  an increase of $335 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:
1995-96  fiscal  year  excess  sales tax  revenues  are  projected  to be $1.341
billion,  equal to the amount  received in the 1994-95  fiscal  year.  All other
transfers are projected to increase by $215 million,  primarily  reflecting  the
receipt of $220 million from the Mass Transportation Operating Assistance Fund.

         General Fund Disbursements

         Disbursements  in the  General  Fund are  projected  to  total  $33.055
billion in 1995-96, a decrease of $344 million.  Significant  decreases from the
prior year result  largely  from  cost-containment  initiatives  in Medicaid and
other social welfare programs.

         Grants to local  governments  is the largest  category of General  Fund
disbursements,  and accounts for 69 percent of overall  General Fund  resources.
Disbursements  from this category are projected to total $22.910  billion in the
1995-96 State  Financial  Plan, a decrease of $392 million from 1994-95  levels.
Although  spending  in this  category  is  reduced,  direct  payments  to  local
governments, including school aid and revenue sharing, are maintained largely at
last year's  levels.  Significant  decreases  from the prior year result largely
from cost-containment initiatives in Medicaid and other social welfare programs.

         Disbursements  for State operations are projected at $6.020 billion,  a
decrease  of $288  million or 4.6  percent.  This  reflects  the impact of a 4.3
percent reduction in the workforce,  including  approximately  3,200 layoffs. In
addition,   the  1995-96  enacted  budget  achieves   significant  savings  from
productivity initiatives, the abolition of non-critical offices and commissions,
and privatization of certain functions. Most agencies will spend less in 1995-96
than in  1994-95,  with  the  most  significant  reductions  made  in the  State
University  (offset by  increases in tuition).  Spending for the  Department  of
Correctional   Services  increases  modestly,   reflecting  the  impact  of  the
sentencing reform bill adopted by the Legislature as part of the 1995-96 budget.
    


                                       39
<PAGE>


   
         Disbursements  for general  State charges are projected to total $2.080
billion in the 1995-96 State  Financial  Plan, and are virtually  unchanged from
the 1994-95 level. The budgeted amount for general State charges assumes the use
of $110 million from a special reserve for pension supplementation,  established
in 1970 and funded through State and local employer  contributions  in the early
1970s,  to offset the State's pension  contribution.  The  Comptroller,  as sole
trustee of the Common Retirement Fund and administrative  head of the Retirement
System,  is in the process of reviewing the legislation  that directs the use of
these  reserves to determine  whether or not to commence  legal  proceedings  to
prevent such proposed use in the enacted  1995-96 State budget as a violation of
the State  Constitution,  and there is a substantial  likelihood that he will do
so. The Executive  considers  the proposed use of these  reserves to be a credit
for prior-year  supplementation  payments and, therefore, in compliance with the
State Constitution.

         Debt  service in the  General  Fund for  1995-96  reflects  only the $9
million  interest  cost of the  State's  commercial  paper  program.  No cost is
included  for a TRAN  borrowing,  since none is expected to be  undertaken.  The
State's  annual Spring  borrowing has been  eliminated.  Transfers in support of
debt service are projected to total $1.583 billion,  an increase of $157 million
or 11 percent.  Transfers in support of capital  projects are projected to total
$375  million,  an  increase  of  $169  million,   which  reflects   significant
investments in both new and ongoing  capital  programs.  All other transfers are
projected to total $78 million, an increase of $9 million from 1994-95 levels.

         The 1995-96 opening fund balance of $158 million  includes $157 million
which is reserved in the Tax  Stabilization  Reserve Fund, as well as $1 million
which is reserved in the  Contingency  Reserve Fund. The closing fund balance in
the General Fund of $213  million  reflects a balance of $172 million in the Tax
Stabilization  Reserve  Fund,  following  an  additional  payment of $15 million
during the year, and a balance of $41 million in the Contingency Reserve Fund.

         The 1995-96 State  Financial  Plan  includes  actions that will have an
effect on the budget  outlook  for State  fiscal year  1996-97  and beyond.  The
Division of the Budget  estimates that the 1995-96 State Financial Plan contains
actions that provide nonrecurring  resources or savings totalling  approximately
$900 million.  The Division of the Budget also  estimates that the 1995-96 State
Financial Plan contains nonrecurring expenditures totalling nearly $250 million.
The net amount of  nonrecurring  resources  used in the 1995-96 State  Financial
Plan,  accordingly,  is  estimated  by the  Division  of the Budget at over $600
million.

         Special Revenue 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.
Projected  receipts  in this fund type total  $25.547  billion,  an  increase of
$1.316 billion over the prior year.  Projected  disbursements  in this fund type
total  $26.002  billion,  an increase of $1.641  billion  over  1994-95  levels.
Disbursements  from Federal  funds,  primarily the Federal share of Medicaid and
other social  services  programs,  are projected to total $19.209 billion in the
1995-96 fiscal year.  Remaining  projected  spending of $6.793 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

         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.

         Disbursements  from this fund type are  projected  to  increase by $541
million  over  prior-year  levels,  primarily  reflecting  higher  spending  for
transportation and mental hygiene projects. Total receipts in this fund type are
projected at $4.17 billion,  not including $364 million expected to be available
from the proceeds of general obligation bonds.
    


                                       40
<PAGE>


   
         Debt Service Funds

         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.
Disbursements  are  projected at $2.506  billion in the 1995-96  fiscal year, an
increase of $303  million or 13.8 percent from  1994-95.  The transfer  from the
General  Fund of $1.583  billion  is  expected  to  finance  63 percent of these
payments.  The  remaining  payments  are  expected  to be  financed  by  pledged
revenues.

         Cash Flow

         For the second  time in many  years,  the State will meet its cash flow
needs  without  relying on a spring  borrowing.  However,  this  achievement  is
predicated on two actions:  the issuance of all remaining LGAC bonds  authorized
in the 1990  statute;  and the passage of proposed  legislation  permitting  the
State to use,  for cash  flow  purposes  only,  balances  in the  Lottery  Fund.
Temporary  transfers  will be returned  within five months so that all available
Lottery  moneys  as well as  advances  of  additional  aid can be paid to school
districts in September.

         The lingering  impact of the 1994-95  receipts  shortfall -- as well as
the impact of the potential $5 billion  1995-96  imbalance on cash operations --
exerts  substantial  pressures on the State's cash balance position in the first
three months of the fiscal year.  These pressures are expected to abate later in
the 1995-96 fiscal year, as cash outlays decline from previous levels consistent
with cost-savings initiatives proposed in the Executive Budget.

Prior Fiscal Years

         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,  1993-94, and 1994-95 fiscal years, the State recorded balanced budgets
on a cash basis,  with substantial  fund balances in 1992-93 and 1993-94,  and a
smaller fund balance in 1994-95.

         1994-95 Fiscal Year

         The 1994-95  budget  contained a  significant  investment in efforts to
spur  economic  growth.  The budget  included  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 was 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  included  more  than $200  million  in  additional  funding  for  economic
development programs. Special emphasis was 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 included increased levels
of support for  programs  to rebuild  and  maintain  State  infrastructure,  and
provisions to create 21 new economic development zones.
    


                                       41
<PAGE>


   
         New York State ended its 1994-95  fiscal year with the General  Fund in
balance.  The closing fund balance of $158 million  reflects $157 million in the
Tax  Stabilization  Reserve Fund and $1 million in the Contingency  Reserve Fund
("CRF").  Compared to the State Financial Plan for 1994-95 as formulated on June
16,  1994,  reported  receipts  fell  short of  original  projections  by $1.163
billion,  primarily in the categories of personal  income and business taxes. Of
this amount, the personal income tax accounts for $800 million,  reflecting weak
estimated tax collections  and lower  withholding due to reduced wage and salary
growth,  more severe  reductions in brokerage  industry  bonuses than  projected
earlier, and deferral of capital gains realizations in anticipation of potential
Federal  tax  changes.  Business  taxes  fell short by $373  million,  primarily
reflecting  lower  payments  from  banks  as  substantial  overpayments  of 1993
liability depressed net collections in the 1994-95 fiscal year. These shortfalls
were offset by better performance in the remaining taxes,  particularly the user
taxes and fees, which exceeded projections by $210 million. Of this amount, $227
million  was  attributable  to certain  restatements  for  accounting  treatment
purposes  pertaining  to the CRF and  Local  Government  Assistance  Corporation
("LGAC"); these restatements had no impact on balance in the General Fund.

         Disbursements  were also  reduced  from  original  projections  by $848
million.  After adjusting for the net impact of restatements relating to the CRF
and LGAC  which  raised  disbursements  by $38  million,  the  variance  is $886
million.  Well over  two-thirds of this variance is in the category of grants to
local governments,  primarily reflecting the conservative nature of the original
estimates  of projected  costs for social  services  and other  programs.  Lower
education  costs  are  attributable  to the  availability  of  $110  million  in
additional lottery proceeds and the use of LGAC bond proceeds.

         The spending  reductions also reflect $188 million in actions initiated
in January 1995 by the Governor to reduce  spending to avert a potential  gap in
the 1994-95 State Financial Plan.  These actions  included savings from a hiring
freeze,  halting the  development  of certain  services,  and the  suspension of
non-essential  capital  projects.  These  actions,  together with $71 million in
other measures comprised the Governor's $259 million gap-closing plan, submitted
to the Legislature in connection with the 1995-96 Executive Budget.
    

         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 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.

         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.

   
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  agreements  and  treaties  by  which  various  Indian  tribes
transferred to New York title to certain land in 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) 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;  (v)  challenges  to the  practice  of
    


                                       42
<PAGE>


reimbursing  certain  Office of Mental  Health  patient care  expenses  from the
client's  Social  Security  benefits;  (vi) alleged  responsibility  of New York
officials  to assist in  remedying  racial  segregation  in the City of Yonkers;
(vii) a claim that "Quick  Draw",  a game of the State  Division of the Lottery,
violates the State Constitution provision which bars gambling;  (viii) an action
against the State which  contends  that certain  provisions  of Ch.  119L.  1995
violates Article Vss.7 of the State  Constitution which bars the diminishment of
benefits  of  membership  in the  retirement  system;  and (ix) a claim that the
State's Department of Environmental  Conservation  prevented the completion of a
cogeneration  facility  by the  projected  date by failing to provide  data in a
timely  manner and that the plaintiff  thereby  suffered  damages.  In addition,
aspects of petroleum business taxes are the subject of administrative claims and
litigation.

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. On November
29, 1995,  the City  submitted to the Control Board the  Financial  Plan for the
1996-1999 fiscal years, which is a modification to a financial plan submitted to
the Control Board on July 11, 1995 (the "July Financial Plan") and which relates
to the City,  the Board of Education  ("BOE") and CUNY.  The July Financial Plan
set forth proposed actions to close a previously  projected gap of approximately
$3.1  billion  for the  1996  fiscal  year.  The  proposed  actions  in the July
Financial  Plan for the 1996 fiscal year included (i) a reduction in spending of
$400 million, primarily affecting public assistance and Medicaid payments by the
City; (ii) agency reduction programs,  totaling $1.2 billion; (iii) transitional
labor  savings,  totaling $600  million;  and (iv) the phase-in of the increased
annual pension  funding cost due to revisions  resulting from an actuarial audit
of the City  pension  systems,  which would reduce such costs in the 1996 fiscal
year. Other proposed  actions included (i) a delay in the proposed  reduction in
the commercial rent tax, which would increase  projected revenues by $62 million
in the 1996 fiscal year; (ii) $50 million of proposed  additional  State aid not
included in the  adopted  State  budget and $75  million of proposed  additional
federal aid; (iii) revenue initiatives  totaling $190 million;  and (iv) savings
from a proposed refunding of outstanding debt, totaling $50 million.

         The 1996-1999  Financial Plan published on November 29, 1995,  reflects
actual  receipts  and  expenditures   and  changes  in  forecast   revenues  and
expenditures   since  the  July  Financial  Plan,  and  projects   revenues  and
expenditures for the 1996 fiscal year balanced in accordance with GAAP.  Changes
in the July  Financial  Plan for the 1996 fiscal year include (i) a $100 million
reduction in expenditures  for other than personal  services;  (ii) debt service
savings,  including  savings  from a proposed  refunding  of  outstanding  debt,
totaling $123 million; (iii) a $129 million increase in projected  expenditures,
including $45 million in increased  spending to pay for a portion of the cost of
student transit passes; and (iv) a $100 million increase in the General Reserve.
The Financial Plan also sets forth  projections for the 1997 through 1999 fiscal
years and outlines a proposed gap-closing program to eliminate projected gaps of
$1.4 billion, $2.3 billion, and $2.7 billion for the 1997, 1998, and 1999 fiscal
years, respectively,  after successful implementation of the gap-closing program
for the 1996 fiscal year.

         On July 10, 1995,  Standard & Poor's Ratings Group revised downward its
rating on City general  obligation  bonds from A- to BBB+ and removed City bonds
from  CreditWatch.  Standard & Poor's stated that "structural  budgetary balance
remains  elusive   because  of  persistent   softness  in  the  City's  economy,
highlighted  by weak job growth  and a growing  dependence  on the  historically
volatile  financial  services  sector".  Other factors  identified by Standard &
Poor's in lowering its rating on City bonds  included a trend of using  one-time
measures,   including  debt  refinancings,   to  close  projected  budget  gaps,
dependence  on  unratified  labor  savings to help balance the  Financial  Plan,
optimistic  projections of additional federal and State aid or mandate relief, a
history of cash flow difficulties  caused by State budget delays,  and continued
high debt  levels.  Fitch  Investors  Service,  Inc.  continues to rate the City
general obligation bonds A-. Moody's Investors  Service,  Inc.'s rating for City
general obligation bonds is Baa1.

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.  Municipalities  and school  districts  have engaged in  substantial
short-term  and long-term  borrowings.  In 1993, the total  indebtedness  of all
localities  in the  State  other  than New York  City  was  approximately  $17.7
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
    


                                       43
<PAGE>


   
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.

Authorities

         The fiscal  stability of the State is related,  in part,  to the fiscal
stability of its public  authorities.  Public authorities are not subject to the
constitutional  restrictions  on the incurrence of debt which apply to the State
itself  and may issue  bonds and notes  within  the  amounts,  and as  otherwise
restricted by, their legislative authorization.  As of September 30, 1994, there
were 18 public authorities that had aggregate outstanding debt of $70.3 billion.
Some  authorities also receive moneys from State  appropriations  to pay for the
operating costs of certain of their programs.

         The Metropolitan Transit Authority (the "MTA"), which receives the bulk
of the appropriated moneys from the State,  oversees the operation of the City's
bus and subway system by its affiliates, the New York City Transit Authority and
Manhattan and Bronx  Surface  Transit  Operating  Authority  (collectively,  the
"TA"). The MTA has depended and will continue to depend upon federal,  state and
local government support to operate the transit system because fare revenues are
insufficient.

         Over the past  several  years,  the State  has  enacted  several  taxes
(including  a surcharge  on the  profits of banks,  insurance  corporations  and
general business  corporations  doing business in the 12-county region served by
the MTA and a special  one-quarter  of one percent  regional  sales and use tax)
that provide additional revenues for mass transit purposes, including assistance
to the MTA.  In  addition,  a  one-quarter  of one  percent  regional  mortgages
recording  tax  paid on  certain  mortgages  creates  an  additional  source  of
recurring revenues for the MTA. Further,  in 1993, the State dedicated a portion
of the State petroleum business tax to assist the MTA.

         In 1993, State legislation  authorized the funding of a five-year $9.56
billion  MTA capital  plan for the  five-year  period,  1992  through  1996 (the
"1992-96 Capital Program"). The MTA has received approval of the 1992-96 Capital
Program based on this legislation from the 1992-96 Capital Program Review Board,
as State law requires.  This is the third  five-year plan since the  Legislature
authorized  procedures  for the adoption,  approval and amendment of a five-year
plan in 1981 for a capital  program  designed to upgrade the  performance of the
MTA's  transportation  systems  and  to  supplement,  replace  and  rehabilitate
facilities and equipment.  The MTA, the Triborough  Bridge and Tunnel Authority,
and the TA are collectively  authorized to issue an aggregate of $3.1 billion of
bonds (net of certain statutory  exclusions) to finance a portion of the 1992-96
Capital  Program.  The  1992-96  Capital  Program is  expected to be financed in
significant part through  dedication of State petroleum  business taxes referred
to above.

         There can be no assurance that all the necessary  governmental  actions
for the Capital Program will be taken, that funding sources currently identified
will not be decreased or eliminated,  or that the 1992-96  Capital  Program,  or
parts thereof, will not be delayed or reduced. Furthermore, the power of the MTA
to issue certain bonds  expected to be supported by the  appropriation  of State
petroleum  business taxes is currently the subject of a court challenge.  If the
Capital Program is delayed or reduced,  ridership and fare revenues may decline,
which could, among other things,  impair the MTA's ability to meet its operating
expenses without additional State assistance.
    

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 Tax-Exempt Series 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 Tax-Exempt
Series is therefore susceptible to general or particular economic,  political 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.


                                       44
<PAGE>


    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 1994 is 11,102,000.

    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
16% 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 (5.5% versus 6.1% in
1994). 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  Tax-Exempt  Series 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).  June 30, 1991 ending  fund  balances  were $135.3
million (GRF) and $300 million (BSF).

    The  next  biennium,  1992-93,  presented  significant  challenges  to state
finances,  successfully  addressed.  To allow  time to  resolve  certain  budget
differences,  an interim  appropriations act was enacted effective July 1, 1991;
it included  GRF debt  service and lease  rental  appropriations  for the entire
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 that FY. 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.  In response,  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;  the $100.4 million BSF balance,  and  additional  amounts from certain
other funds,  were  transferred  late in the FY to the GRF; and adjustments were
made in the timing of certain tax payments.

    A significant GRF shortfall  (approximately $520 million) was then projected
for FY 1993.  It was addressed by  appropriate  legislative  and  administrative
actions, including the Governor's ordering $300 million in selected GRF spending
reductions and subsequent executive and legislative action (a combination of tax
revisions and additional spending reductions). 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.

    None of the spending  reductions were applied to  appropriations  needed for
debt service or lease rentals relating to any State obligations.
    


                                       45
<PAGE>


   
    The 1994-95 biennium presented a more affirmative  financial picture.  Based
on June 30, 1994 balances,  an additional $260 million was deposited in the BSF.
The biennium ended June 30, 1995 with a GRF ending fund balance of $928 million,
of which $535.2 million has been  transferred  into the BSF (which had a January
4, 1996 balance of over $828 million).

    The GRF  Appropriations  Act for the current 1995-96  biennium was passed on
June 28, 1995 and signed (after selective vetoes) by the Governor. All necessary
GRF  appropriations  for State  debt  service  and lease  rental  payments  then
projected for the biennium  were  included in that act. In  accordance  with the
appropriations  act,  the  significant  June 30,  1995 GRF fund  Balance,  after
leaving in the GRF an unreserved and  undesignated  balance of $70 million,  has
been  transferred to the BSF and other Funds including  school  assistance funds
and, in  anticipation  of possible  federal  program  changes,  a human services
stabilization fund.

    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 14 constitutional  amendments, the last adopted in 1995, Ohio voters have
authorized  the  incurrence  of State debt and the pledge of taxes or excises to
its payment.  At January 4, 1996, $898 million  (excluding certain highway bonds
payable  primarily  from  highway use charges) of this debt was  outstanding  or
awaiting delivery.  The only such State debt at that date still authorized to be
incurred were 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  ($45.3  million  outstanding);  (b) $240  million  of  obligations
previously authorized for local infrastructure  improvements,  no more than $120
million of which may be issued in any calendar year ($685.4 million  outstanding
or awaiting  delivery);  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 (47.2 million and outstanding,  with no more than $50 million to be
issued in any one year.

    The  electors  approved in November  1995 a  constitutional  amendment  that
extends the local  infrastructure  bond program  (authorizing an additional $1.2
billion of State full faith and credit  obligations  to be issued  over 10 years
for the  purpose),  and  authorized  additional  highway  bonds  (expected to be
payable  primarily from highway use receipts).  The latter  supersedes the prior
$500 million highway obligation authorization, and authorizes not more than $1.2
billion  to be  outstanding  at any time and not more  than $220  million  to be
issued in a fiscal year.

    Common  resolutions are pending in both houses of the General  Assembly that
would submit a  constitutional  amendment  relating to certain  other aspects of
State debt. The proposal would  authorize,  among other things,  the issuance of
State general  obligation  debt for a variety of purposes,  with debt service on
all State general obligation debt and GRF-supported obligations not to exceed 5%
of the preceding fiscal year's GRF expenditures.

    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, $4.5 billion of which was
outstanding at January 4, 1996.
    

    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).

   
    The House has  adopted a  resolution  that  would  submit to the  electors a
constitutional  amendment  prohibiting the General  Assembly from imposing a new
tax or increasing an existing tax unless approved by a three-fifths vote of each
house or by a majority  vote of the  electors.  It cannot be  predicted  whether
required Senate concurrence to submission will be received.
    


                                       46
<PAGE>


    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  uninsured  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 44% in  recent  years) of their
operating  moneys from State  subsidies,  but are  dependent  on local  property
taxes, and in 117 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 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 appealed and a court of
appeals  reversed  the trial  court's  findings  for  plaintiff  districts.  The
plaintiff coalition has filed an appeal of the court of appeals' decision to the
Ohio Supreme  Court.  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.  Recent  borrowings  under this program  totaled $94.5 million for 27
districts  (including  $75 million for one) in FY 1993, and $41.1 million for 28
districts in FY 1994, and $71.1 million for 29 districts in FY 1995.
    

    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 19 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 (i) the 1994 Annual  Report of the Oregon  State  Treasurer,
(ii) the  December  1995 Oregon  Economic and Revenue  Forecast  prepared by the
Oregon  Department  of  Administrative  Services,  and (iii) a December  7, 1995
Official  Statement  prepared by the Oregon State  Treasury for the issue of two
State of Oregon General Obligation bonds.

                               ECONOMIC FORECAST

Short-Term Outlook
    It is expected that 1996 is to be another good year for the Oregon  economy,
but the  dwindling  supply of skilled  labor should  limit job growth.  The high
technology  manufacturing  sector is expected to remain the driving force behind
the state's economic growth.  The  service-producing  sectors should continue to
provide the bulk of new jobs.  Construction  is  expected  to slow  considerably
after three very strong years.  Overall,  Oregon's  total and per capita income,
wages, and jobs are projected to grow faster than the U.S. as a whole.
    


                                       47
<PAGE>


   
    Personal  income in Oregon is expected to increase 5.9 percent in 1996, down
from an estimated  7.6 percent in 1995 (the  highest  rate of the decade).  More
importantly,  Oregon's real personal  income (income  adjusted for inflation) is
expected to increase a  relatively  healthy 3.5  percent.  Per capita  income in
Oregon is projected  to rise 3.9 percent,  pushing the state up to 94 percent of
the U.S. average. Oregon's per capita income has not been higher relative to the
national average since 1981. Oregon wage rates are also expected to grow faster,
reaching 90.9 percent of the national  average in 1996,  the highest ratio since
1984.  Manufacturing  wage rates boosted by the expanding high technology sector
and  competition  among  employers for a shrinking pool of labor are expected to
rise 4.2 percent while wages in the private  service-producing  sectors increase
3.6 percent on average.

    Job growth is  expected  to slow to 3.0  percent in 1996 after  exceeding  4
percent in both 1994 and 1995.  Job growth is  expected  to slow  further to 2.7
percent in 1997. A growing  shortage of workers makes slower  employment  growth
almost  inevitable.  Net  in-migration  is expected to provide  some  additional
skilled  workers,  but movement to Oregon is likely to be limited by higher home
prices and economic recovery in California.

    The high technology  manufacturing grouping, which consists of nonelectrical
machinery,  electronics,  and scientific instruments, is expected to add another
4,100 jobs in 1996,  down only slightly from the  estimated  5,700 in 1995.  The
electronics  industry  is  forecast  to grow 12.2  percent  with the bulk of the
increase occurring in the semiconductors segment of the industry.

    The nonhealth  service sector is expected to account for 17,500 net new jobs
in 1996, a growth rate of 6.4 percent. This sector is expected to account for 20
percent  of all wage and  salary  jobs in the  state in 1996.  Large  gains  are
anticipated in business services (including temporary help), amusement services,
and engineering services.

    The most  significant  slowing is expected to occur in  construction.  After
three years of boom conditions, construction employment reached an estimated 4.9
percent of wage and salary employment in 1995. This ratio is 4.4 percent for the
U.S. as a whole.  A leveling off of net  in-migration  and  investment  spending
should  begin to move  Oregon  toward  the  national  average  in 1996 and 1997.
Construction  job  growth is  expected  to slow to 5.2  percent  in 1996 and 1.3
percent in 1997.
Housing starts are projected to total 23,500 in 1996 down from 23,900 in 1995.

Income Components

    Wage and salary  income is expected  to grow 6.4 percent in 1996,  down from
8.1 percent in 1995. The 1995 estimated  growth rate would be the highest of the
decade. Other labor income which reflects benefit growth is expected to increase
7.7 percent in 1996, down from 10.2 percent in 1995.

    Nonfarm  proprietor  income is forecast to grow 3.8 percent in 1996, in line
with the  estimated  1995 growth rate but well below the 10.0  percent  averaged
over the 1992-94  period.  Dividend,  interest,  and rent income is projected to
rise 4.7 percent with transfer payments increasing 5.1 percent.  Farm proprietor
income is expected to rise 21.6 percent in 1996 after  declines in both 1994 and
1995.

Goods-Producing Sectors

    Manufacturing  employment is expected to increase 0.9 percent in 1996,  down
from an estimated  2.8 percent in 1995.  Durable  goods  manufacturers  are also
expected  to  increase   employment  a  modest  0.9  percent  while   nondurable
manufacturers  expand  payrolls 0.9 percent.  Mining  employment  is forecast to
increase 2.1 percent in the coming year.

    Jobs in the lumber and wood  products  industry are expected to fall further
in 1996. The decline is estimated at 6.0 percent.  Although this would represent
the largest loss since 1991,  further major job reductions  are not  anticipated
through the  remainder of the decade.  The timber  harvest is projected to total
3.9 billion board feet,  down slightly from the 1995  estimate.  The 1996 timber
harvest  is  expected  to be the  lowest  of the  decade  with a modest  rebound
anticipated in the late 1990's.

Service-Producing Sectors

    Job growth is forecast to slow modestly in retail and wholesale trade.  Both
sectors have enjoyed strong growth in 1995, with  employment  rising 3.5 percent
in the former and 5.1 percent in the latter.  Total trade employment is expected
to grow 2.9  percent in 1996  compared to 2.1 percent for the nation as a whole.
Wholesale  trade is forecast to rise 3.4 percent as the overall  economy  slows.
Fierce  competition  and a modest  slowdown in income growth are the key reasons
for an expected drop in retail trade growth to 2.8 percent. Although the rate of
    


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<PAGE>


   
increase is likely to slow,  retail trade is still expected to account for 7,400
net additional new jobs in 1996.

    Consolidation in the banking industry is expected to limit financial service
employment growth to 2.3 percent.  Transportation  services are forecast to rise
1.8 percent while communication and utility employment inches up 1.9 percent.

    Oregon's government sector is expected to continue shrinking relative to the
private  sector.  Overall  government  jobs are  expected to grow 1.3 percent in
1996.  Budget cuts are expected to reduce federal jobs by 3.2 percent next year.
State  government  jobs  are  expected  to  inch  up  0.5  percent  while  local
governments expand payrolls 2.7 percent in 1996.

Short-Term Outlook Risks

    Idaho's  recent  experience  is indicative  of the risks  associated  with a
construction  boom. A year ago, Idaho's  construction  jobs had grown 17 percent
from the previous  year, the fourth fastest growth rate among the states at that
time. The latest state comparison data through August shows Idaho's construction
sector with a loss of 3.0 percent over the past 12 months.  Idaho's construction
job  growth  performance  fell  from No. 4 a year ago to No.  46 in the  current
rankings. Since Oregon's construction sector has grown at an unsustainably rapid
pace over the past three years, it will inevitably slow.  However,  the slowdown
could turn into an outright  contraction very quickly if builders'  expectations
get ahead of actual  demand.  The Idaho  experience  shows how quickly  this can
happen.

    Another risk to the state is a sharper dropoff in the rate of  in-migration.
This would initially have the effect of raising wage rates but would  eventually
slow job growth and  overall  economic  activity  more than  anticipated  in the
baseline forecast.

Extended Outlook

    Oregon's  income,  population,  and  employment  growth are all  expected to
exceed the  national  average for the  six-year  period  between  1995 and 2001.
Population is expected to grow  considerably  faster than the national  average,
reaching  3,457,000 by the year 2001. On a per capita basis,  Oregon's  personal
income is forecast  to move slowly  toward the  national  mean.  The state's per
capita  income is projected to be 95.2 percent of the U.S.  average by 2001,  up
from 94.5 percent in 1995.  Average  wages in Oregon are  projected to rise from
90.7 percent of the national average in 1995 to 92.3 percent in 2001.

                Comparison of Oregon and U.S. Long-Term Forecasts
                        (Percentage Change 1995 to 2001)

                                            Oregon                    U.S.
                                            ------                    ----

         Personal Income                     40.9                     33.5

         Population                          10.4                      5.4

         Per Capita
         Personal Income                     27.7                     26.7

         Employment                          15.3                     10.3

    The U.S. Department of Commerce recently released long-term projections on a
state-by-state  basis.  Although these  projections are not entirely  consistent
with the December Oregon Economic and Revenue  Forecast,  they offer some useful
insights.   First,  Gross  State  Product  (GSP)  is  forecast,  a  measure  not
incorporated in the state forecast. Second, the time horizon extends out through
2005 rather than the 2001 endpoint used in the current  forecast.  Finally,  the
Commerce Department's long-term forecasts provide a comparison among the states.

    Oregon's GSP  (adjusted  for  inflation),  a measure  comparable  to GDP, is
projected to grow at an annual  average of rate 2.5  percent,  down from the 3.2
percent growth averaged over the 1983 to 1992 period.  However,  the gap between
Oregon's  growth  and the U.S.  average is  expected  to remain the same at +0.3
percent per year.
    


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<PAGE>


   
    The Mountain  states (along with Florida and Georgia) are expected to record
the highest  growth rates.  Nevada (which is included in the Far West region) is
expected to grow the  fastest at 3.6 percent per year with Utah close  behind at
3.5  percent.  Idaho and  Colorado  are each  projected to grow at a 2.9 percent
rate.

    Oregon's  growth  rate is above  the U.S.  average  but not in the top tier.
There are  several  factors  likely to keep  Oregon  out of the  highest  growth
grouping.  First,  California's  growth rate is  projected to be 2.3 percent per
year  over the  period,  slightly  above the U.S.  average.  This will keep more
Californians  from  migrating  to Oregon than was the case in the early  1990's.
Secondly,  Oregon's rapidly escalating home prices are likely to deter growth to
some extent by raising the cost-of-living in the state.

    Despite  these  factors  keeping  Oregon out of the top growth  states,  the
long-term  fundamentals  for the state are  sound.  A positive  industry  mix, a
skilled  labor force,  high quality of life,  proximity  to large  markets,  and
generally  moderate  costs should keep  Oregon's  growth rate above the national
average well into the next decade.
    

                        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
"1990 Amendment"). This 1990 Amendment limits the amount of property taxes which
may be imposed on  individual  parcels of property.  The 1990  Amendment did not
repeal existing constitutional or statutory restrictions on property taxes.

   
    The 1990  Amendment (i) required the  Legislative  Assembly over a five-year
period to replace from the State's  General Fund the tax revenues lost by school
districts as a result of enactment of the 1990  Amendment,  and (ii)  restricted
the ability of Oregon local governments to raise revenues through the imposition
of property tax increases.

    The 1995  Legislative  Assembly  passed a balanced  budget  for the  1995-97
biennium  as required by the Oregon  Constitution.  The budget  fully takes into
account the final and full  implementation  of the 1990  Amendment.  On June 30,
1996, the five-year period ends in which the State must replace the tax revenues
lost by school districts as a result of the enactment of the 1990 Amendment.

    It is  important  to note  that  the 1990  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
1990  Amendment.  Thus,  the 1990  Amendment  will have no effect on the State's
ability to levy property taxes to pay debt service on general obligation bonds.

                                   LITIGATION

    The following summary of litigation relates to matters as to which the State
of Oregon is a party and as to which the State of Oregon has indicated  that the
individual  claims  against the State exceed $10 million.  Other  litigation may
exist with  respect  to  individual  municipal  issuers as to which the State of
Oregon is not a party, but which, if decided adversely,  could have a materially
adverse effect on the financial condition of the individual municipal issuer.

Liberty Mutual Insurance Co. v. State of Oregon

    In  1993,  several   out-of-State   insurance   companies  filed  an  action
challenging Oregon's gross premium tax on out-of-State  insurers. The plaintiffs
alleged  that the tax  violated the Equal  Protection  Clause of the  Fourteenth
Amendment to the United States Constitution  because the tax treats domestic and
"foreign" insurers differently. The plaintiffs sought (i) a declaration that the
Oregon gross premium tax law was  unconstitutional,  (ii) refunds of all premium
taxes paid from 1982 to date, and (iii) the recovery of attorney fees. Two other
related  cases  have been  filed  since  1993,  Pacific  Mutual  Health and Life
Insurance  Co. v. DCBS and DCBS v. Stewart Title  Guaranty  Corp. If claims were
brought by all affected foreign insurers, the possible refund liability exposure
would  probably  exceed  $30  million.   In  hearings  before  the  1993  Oregon
Legislative Assembly concerning the gross premium tax laws, the estimates of the
State's  potential  refund liability in such a case ranged from $27.4 million to
$174.6 million.

    However, the 1995 Oregon Legislative Assembly passed HB 2855 which equalizes
the taxation of foreign and domestic  insurers by eliminating the premium tax on
foreign  insurers and  requiring  both  foreign and  domestic  insurers to pay a
corporate  excise tax.  Liberty Mutual has dismissed its case due to the passage
of HB 2855,  and several of the other  plaintiffs  have indicated that they will
dismiss  their claims  against the State.  Stewart Title has refused to drop its
counter-claim on the equal protection  issue. If the Stewart Title case proceeds
    


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<PAGE>


   
to trial on the equal protection issue, and Stewart prevails,  it could open the
door to recovery by other insurers who are not a party to the present action and
who have not allowed the case to be dismissed  against them with  prejudice.  In
that event,  the potential refund liability of the State could amount to several
million  dollars  per year for each year that  must be  refunded.  The State has
amended its complaint to seek only  retaliatory  tax liability  rather than past
premium taxes. However, Stewart Title did not drop its equal protection claim in
its answer to the Amended Complaint.

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
could not exceed $81 million, plus interest and attorney fees.

    On November  19, 1993,  the Oregon  Supreme  Court issued an opinion  ruling
against  the State and  holding  that the State  must  return to the  Industrial
Accident Fund the $81 million that the  legislature  transferred  to the general
fund. The supreme court remanded the case to the trial court to fashion a decree
based on  evidence  of what SAIF would have done with the money if the money had
been available to SAIF.

    On remand,  the trial  court  ordered the State to return the $81 million to
SAIF, with interest at the rate Industrial Accident Fund investments have earned
since  July 1,  1982.  Although  the  exact  percentage  rate  has not yet  been
determined, initial estimates indicate that the amount of principal and interest
owing under the court's ruling will be approximately $280 million.

    In its 1995 session,  the Legislative  Assembly  appropriated $60 million to
the  Industrial  Accident Fund. To date, the State has repaid $65 million of the
$81 million  principal  amount.  The State has not yet paid any of the  interest
obligation.

Taxation of State Retiree Pension Benefits

    Class action  certification  has been granted in an action filed against the
State and other public entities regarding the taxation of Oregon public employee
retirement   benefits.   The  plaintiff  class  consists  of  Public  Employees'
Retirement System (PERS) members who have separated from service with their PERS
employer.  The  defendant  class is composed of all employers  participating  in
PERS. The plaintiffs seek  enforcement of the Oregon Supreme Court's decision in
Hughes v. State. In Hughes, the court ruled that a statutory amendment repealing
a tax exemption for retirement  benefits violated the  constitutional  provision
against  impairment of contract for benefits  received from work performed prior
to the date of the  amendment.  The court left it up to the  Oregon  Legislative
Assembly to fashion a remedy.  The legislature failed to provide a remedy in its
1993  session.  Plaintiffs  seek to require  public  employers  to pay breach of
contract  damages or increase  benefits  due to taxation of  previously  untaxed
pensions.

    The 1995  legislature  passed HB 3349  which  provides  a remedy to the PERS
beneficiaries.  The  bill  increases  the  benefits  paid  to  PERS  members  as
compensation  for damages  resulting  from the taxation of the PERS benefits and
prohibits any class action suit for damages based upon such taxation. The claims
of the PERS beneficiaries are effectively rendered moot by the legislation.  The
fiscal impact  statement  submitted  with HB 3349  indicated that state agencies
will be obligated to pay  approximately  $27 million in the 1995-97 biennium and
approximately  $36  million  in  the  1997-99  biennium  in  increased  employer
contributions  to fund the  benefits  increase.  Of those  amounts,  only  about
one-third  are paid  out of the  general  fund.  There  has been one case  filed
challenging  the  adequacy  of HB 3349 as a remedy.  The State  also has  sought
review and clarification of portions of the bill.

    Local  governments  have  asserted  defenses  based upon  breach of contract
theories and also seek  indemnification from the State for any amounts the local
governments  must pay toward a remedy.  The passage of HB 3349 does not moot the
claims of local governments. If the local governments are successful,  liability
would be imposed  directly on the State general fund for the amount of increased
benefits that the local  governments must pay as a result of HB 3349. The amount
of liability imposed on the State as a result of the local  governments'  claims
is uncertain.  The fiscal impact statements  prepared for HB 3349 indicated that
the total  increase  in  contribution  that  must be paid by local  governments,
community  colleges and school  districts is  approximately  $44 million for the
1995-97 biennium and $72 million for the 1997-99  biennium.  The trial court has
ruled  against the State on the breach of contract  issues.  However,  the State
appealed the ruling.
    


                                       51
<PAGE>


   
    On November 15,  1995,  the circuit  court ruled on the State's  motions for
reconsideration  of the  court's  earlier  ruling  with  respect  to  the  local
government  claims and on HB 3349.  The court  upheld its ruling with respect to
local  governments.  The  court  also  found  that the  effect of HB 3349 was to
require local  governments to pay breach of contract damages in violation of the
court's  prior  ruling  because the local  governments  would be required to pay
increased contribution amounts to fund the remedy provided in HB 3349. Moreover,
because  the  source of  funding  for the  increased  benefits  payments  was an
integral part of HB 3349 and could not be severed from the rest of the bill, the
court held that HB 3349 was void in its entirety.  Therefore, the court enjoined
the  payment  of  increased  benefits  to PERS  retirees  under HB 3349 that was
scheduled to begin in January  1996.  The State will appeal the circuit  court's
ruling.

Taxation of Federal Retiree Pension Benefits

    Several  cases have been filed in the Oregon Tax Court and the State Circuit
Courts  challenging  whether a 1991 increase in PERS  benefits,  to offset State
taxation of the PERS  benefits,  violates a holding by the United States Supreme
Court in Davis v. Michigan  Dept.  of Treasury.  The Davis case holds that state
statutes may not provide  disparate tax  treatment of state and federal  pension
benefits.  At this  time it is too early to  estimate  the  potential  impact of
liability  under  these cases to the State  general  fund.  However,  the Oregon
Supreme  Court  upheld a ruling by the  Oregon  Tax  Court in one of the  cases,
Ragsdale v. Dept. of Revenue, that the increase in PERS benefits did not violate
the Davis holding and is  constitutional.  Plaintiffs  have filed a petition for
review with the U.S. Supreme Court of the Oregon Supreme Court's decision.

    Suits  involving the same  plaintiffs and issues have also been filed in the
state  circuit  court  and in the tax  court on  behalf  of a group  of  federal
retirees seeking refunds of taxes paid to the State. The case has been stayed in
circuit  court  and is being  litigated  in the tax  court.  It is too  early to
estimate the potential  liability of the State in this case.  The plaintiffs are
also challenging the provisions of HB 3349 on the same theory as their challenge
to the 1991 benefits increase.

    An additional  case filed in Multnomah  County  challenges the PERS benefits
increase on the same grounds that the court ruled against in the Ragsdale  case.
It also seeks to find HB 3349 invalid as a diversion of PERS funds.

Challenge to Initiative Measure Savings

    As the result of the passage of Ballot  Measure 8 (the  Measure) in the 1994
general  election (See "NOVEMBER  1994 ELECTION  RESULTS"  below),  the State of
Oregon could realize potential savings exceeding one hundred million dollars per
year in  amounts  that would not be  required  to be  contributed  to the Public
Employees'  Retirement  System  (PERS).  Under the  Measure,  the State would no
longer make a contribution (i) to cover increased  benefits due to the inclusion
of accrued sick leave in the benefit calculation or (ii) to "pick up" employees'
mandatory six percent  contribution to the retirement  system.  The Measure also
prohibits PERS from providing any guaranteed rate of return on pension funds.

    A number of cases have been brought challenging the validity of the Measure.
The cases  challenge the Measure's  prohibitions  on the use of sick leave,  the
employer "pick up" and the guaranteed  rate of return.  One case  challenges the
Measure in its total as an improper revision to the constitution, rather than an
amendment,  and as a  violation  of the federal  constitution's  guaranty to the
states of a  representative  form of  government.  The circuit courts have ruled
against the state in each of these cases,  except one for which  arguments  have
not yet been heard. The Oregon  Legislative  Assembly  enacted  legislation that
became effective June 5, 1995, allowing the direct appeal of cases involving the
Measure from the circuit court level to the Oregon Supreme Court.  The State has
appealed the rulings of the circuit courts to the Oregon Supreme Court.

    If the plaintiffs in these cases are  successful,  the potential  savings to
the State as a result of the Measure will not be realized.  However, as a result
of the circuit courts' decisions,  the governor has declared that the State will
continue  to make the  employer  "pick  up"  until a ruling  has been  issued on
appeal.

Challenge to Oregon Health
Matthews v. Thorne

    A class action suit has been filed in federal  court  seeking to add certain
Medicare  beneficiaries,  consisting  of disabled  and elderly  persons,  to the
groups of persons covered by the Oregon Health Plan (the "Plan"). Under the Plan
certain groups of low income persons are provided specified medical services, as
well as dental care, eye care and prescription  benefits. The plaintiff class is
eligible for medical care under the federal  Medicare  program,  but not for the
additional  services  offered by the  Oregon  Health  Plan.  If  plaintiffs  are
successful,  early  estimates  indicate  that it would  cost an  additional  $30
million  per  biennium  to operate  the Plan.  The state  general  fund would be
    


                                       52
<PAGE>


   
obligated to pay 38% of the $30 million and the federal government would pay the
balance.  However,  it is  possible  that if the  cost  of  operating  the  Plan
increased by such an amount the legislature would discontinue the Plan entirely.

    The State  filed a motion to dismiss  and for  summary  judgment.  The court
granted the State's motion.

                         NOVEMBER 1994 ELECTION RESULTS

    Five Ballot  Measures  with a potential  impact on the finances of the state
were voted on at the  November 8, 1994 general  election.  Two out of these five
measures were approved by a majority of the voters in the election.

Ballot Measure 8: Public Employee Contributions to Pension Fund

    Measure 8 (See  "LITIGATION"  above)  requires  public  employees to pay six
percent of their salaries toward their pensions.  Beginning  January 1, 1995, it
bars government employers from contracting to relieve employees of "contribution
duty" or increase of salary or benefits as offsets of the contribution  duty. It
further  bars  government  contracts  to  guarantee  an interest  rate on public
pension funds.  Finally, it prohibits increasing pension benefits as a result of
unused sick leave.

    The Legislative Fiscal Office of the State currently  estimates that Measure
8 will reduce the State's direct employment costs by approximately $94.5 million
per year.  Of that  amount,  approximately  $34.2  million is saved by the State
General  Fund.  Additional  potential  savings of $24.3  million  per year ($8.8
million General Fund) may result from the provision  removing  accumulated  sick
leave from the final average salary  computation,  which  provision is currently
the subject of litigation.

    The  State  cannot  accurately  predict  the long term  financial  effect of
Measure 8 on the State as it is currently the subject of multiple lawsuits.

Ballot Measure 11: Mandatory Sentences for Certain Felonies

    Measure 11 adopts  mandatory  minimum  prison  sentences for certain  listed
felonies.  A court may impose a longer  sentence if allowed by law.  The Measure
bars early release,  leave, or a reduced sentence for any reason. All persons 15
years of age and older when  charged  with these crimes are required to be tried
as adults. It applies to crimes committed on or after April 1, 1995.

    Information presented to voters prior to the election indicated that Measure
11 would require an estimated  6,085 new prison beds by the year 2001,  and call
for State correction  facility  construction costs of approximately $462 million
in the next  five  years.  No new  estimates  of costs are  available.  The 1995
Legislative  Assembly  will  consider  and decide  from  several  proposals  the
appropriate  means for  implementing  and financing of costs associated with the
voter  approved  statue.  Pre-election  data also  estimated  increases in State
expenditures  for  correction  operations,  beginning  with an  increase of $3.2
million in  1995-1996,  with  accelerating  costs that  should peak at an annual
increase of up to $101 million by 1998.  Because  these  demands will be made on
the State  General  Fund,  they will  reduce  amounts  that  otherwise  would be
available in the future for the Oregon  Legislative  Assembly to appropriate for
other purposes.

                    LEVEL OF GENERAL OBLIGATION INDEBTEDNESS

    As of December 31, 1994,  approximately  $4.41 billion in general obligation
debt of the  state  of  Oregon  was  outstanding,  including  $3.48  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.
    


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<PAGE>


                              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 budget  surpluses  at
fiscal year end June 30, 1994 and June 30, 1995. Such  difficulties  have not to
date impacted on the State's ability to pay its  indebtedness  but have resulted
in S&P lowering its 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 businesses 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, the Seligman Complex played a
major role in the  geographical  expansion  and  industrial  development  of the
United States.


                                       54
<PAGE>


The Seligman Complex:

 ...Prior to 1900

o    Helps finance America's fledgling railroads through underwritings.
o    Is admitted to the New York Stock  Exchange  in 1869.  Seligman  remained a
     member of the NYSE until 1993,  when the  evolution of its business made it
     unnecessary.
o    Becomes a prominent underwriter of corporate securities, including New York
     Mutual Gas Light Company, later part of Consolidated Edison.
o    Provides financial  assistance 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 to finance World War I.

 ...1920s

o    Participates  in hundreds of successful  underwritings  including those for
     some  of the  Country's  largest  companies:  Briggs  Manufacturing,  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 nation's  largest,
     diversified  closed-end equity investment company,  with over $2 billion in
     assets and one of its oldest.

 ...1930s

o    Assumes  management of Broad Street  Investing  Co. Inc.,  its first mutual
     fund, today known as Seligman Common Stock Fund, Inc.
o    Establishes Investment Advisory Service.

 ...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, Inc.
o    Establishes Whitehall Fund, Inc., today Seligman Income Fund, Inc.

 ...1950-1989

o    Develops new open-end  investment  companies.  Today,  manages more than 40
     mutual fund portfolios.
o    Helps  pioneer  state-specific,  tax-exempt  municipal  bond  funds,  today
     managing a national and 18 state-specific tax-exempt funds.
o    Establishes J. & W. Seligman Trust Company and J. & W. Seligman  Valuations
     Corporation.
o    Establishes  Seligman  Portfolios,  Inc.,  an  investment  vehicle  offered
     through variable annuity products.


                                       55
<PAGE>


   
 ...1990s

o    Introduces  Seligman  Select  Municipal  Fund,  Inc. and  Seligman  Quality
     Municipal  Fund,  Inc.  two  closed-end  funds that invest in high  quality
     municipal bonds.
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  Seligman  Frontier Fund,  Inc., a small  capitalization  mutual
     fund.
o    Launches  Seligman  Henderson Global Fund Series,  Inc., which today offers
     four separate  series:  Seligman  Henderson  International  Fund,  Seligman
     Henderson  Global  Smaller  Companies  Fund,   Seligman   Henderson  Global
     Technology Fund and Seligman Henderson Global Growth Opportunities Fund.
    


                                       56
<PAGE>


================================================================================
Seligman
Tax-Exempt
Fund
Series, Inc.

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

12th Annual Report

September 30, 1995




================================================================================
JWS
[LOGO]

<PAGE>

================================================================================
To the Shareholders
- --------------------------------------------------------------------------------

We are pleased to update you on the National and 12 state-specific portfolios of
Seligman Tax-Exempt Fund Series for the fiscal year ended September 30, 1995.

     Your Series' total net assets stood at $1,226,464,083 at September 30,
compared to $1,255,408,829 a year ago. Dividends and gains paid to shareholders
during the 12 months totaled $76,002,127.

     The past 12 months have been a particularly turbulent period for
fixed-income markets. During the fourth quarter of 1994, a strengthening economy
continued to fuel fears of an acceleration in the inflation rate. By
mid-November, municipal bond yields had climbed to their highest levels since
1991. Investors, until now conspicuous by their absence, were attracted by
higher yields and cautiously began buying. The municipal market, however, was
still trying to absorb an oversupply of inventory as well as attempting to
overcome the aftershocks of the Orange County, California, debacle and thus
improved at a slower rate than the U.S. Treasury market. As 1994 came to a
close, the bond market recovery was firmly under way. The Federal Reserve
Board's (FRB) decision on February 1 to once again raise the federal funds rate
helped to sustain the rally by boosting investor confidence in the FRB's ability
to contain inflation.

     The U.S. economy finally began to exhibit signs of moderating during the
second quarter of 1995, spurring further declines in long-term yields. The FRB,
encouraged by economic reports, voted on July 6 to lower the federal funds rate
in order to minimize the risk of a recession. While the bond markets initially
reacted positively to this news, it wasn't long before the next round of
economic reports proved surprisingly robust, prompting speculation that the
economy was not as weak as believed. Long-term yields reversed their decline and
spiked sharply, dashing hopes of an imminent FRB easing. The municipal market
began to improve in late August as signs of economic strength abated. By
September 30, long-term yields were essentially unchanged from a year ago.

     For much of the past year, municipal market participants have been focusing
on tax reform legislation. Investors, concerned about the impact on the
tax-exempt status of municipal securities, have been demanding higher yields as
compensation. Currently, long-term municipal bonds, compared with taxable bonds,
are the most attractive they have been all year.

     A discussion with your Portfolio Manager about your Series, along with
highlights of performance, long-term investment results, portfolio holdings, and
financial statements, follows this letter.

     For any additional information about Seligman Tax-Exempt Fund Series, or
your investment in its shares, please write or call using the toll-free
telephone numbers listed on page 63 of this report.

By order of the Board of Directors,


/s/ William C. Morris
William C. Morris
Chairman


                                  /s/ Brian T. Zino
                                  Brian T. Zino
                                  President


November 3, 1995


                                                                               1
<PAGE>

================================================================================
Seligman Tax-Exempt Fund Series, Inc.
- --------------------------------------------------------------------------------

Highlights September 30, 1995

<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------
                                        National      Colorado     Georgia       Louisiana    Maryland    Massachusetts      
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>          <C>            <C>          <C>          <C>            
Net assets:
  Class A (in millions)                  $104.2        $54.9        $57.7          $62.0        $56.3        $115.7         
  Class D (in millions)                     1.2          0.2          2.1            0.5          0.6           0.9         
- ---------------------------------------------------------------------------------------------------------------------------
Yield:*
  Class A                                   4.73%        4.36%        4.44%          4.39%        4.24%         4.38%       
  Class D                                   4.07         3.69         3.76           3.70         3.56          3.70        
- ---------------------------------------------------------------------------------------------------------------------------
Dividends:**
  Class A                                  $0.398       $0.379       $0.395         $0.430       $0.410        $0.425       
  Class D                                   0.321        0.302        0.322          0.348        0.330         0.345       
- ---------------------------------------------------------------------------------------------------------------------------
Capital Gain Distributions**               --           --           $0.103         $0.140       $0.133        $0.032       
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value per share:
  Class A                                  $7.58        $7.30        $7.81          $8.14        $7.96         $7.91        
  Class D                                   7.57         7.29         7.82           8.14         7.97          7.90        
- ---------------------------------------------------------------------------------------------------------------------------
Maximum offering price per share:
  Class A                                  $7.96        $7.66        $8.20          $8.55        $8.36         $8.30        
  Class D                                   7.57         7.29         7.82           8.14         7.97          7.90        
- ---------------------------------------------------------------------------------------------------------------------------
Moody's/S&P Ratings+
Aaa/AAA                                    25%          54%          51%            85%          39%           52%          
Aa/AA                                      60           27           25              7           43            15           
A/A                                         9           16           18              5           18            26           
Baa/BBB                                     4           --            6              2           --             5           
Caa/CCC                                    --           --           --             --           --            --           
Non-rated                                   2            3           --              1           --             2           
- ---------------------------------------------------------------------------------------------------------------------------
Holdings by Market Sector+
Revenue Bonds                              81%          85%          65%            70%          62%           77%          
General Obligation Bonds                   19           15           35             30           38            23           
- ---------------------------------------------------------------------------------------------------------------------------
Weighted Average Maturity (years)          26.2         19.4         21.9           18.7         20.3          18.8         
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

================================================================================

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                  --------------------------------------------------------------------------------------------------
                                     Michigan      Minnesota     Missouri      New York        Ohio         Oregon    South Carolina
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>          <C>          <C>            <C>          <C>   
Net assets:
  Class A (in millions)                 $151.6        $132.7         $51.2        $84.0        $170.2         $59.5        $112.4
  Class D (in millions)                    1.2           2.2           0.5          0.9           0.7           1.5           1.7
- ------------------------------------------------------------------------------------------------------------------------------------
Yield:*
  Class A                                  4.36%         3.94%         4.30%        4.70%         4.24%         4.26%         4.43%
  Class D                                  3.68          3.23          3.60         4.05          3.53          3.57          3.75
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends:**
  Class A                                 $0.458        $0.453        $0.396       $0.420        $0.440        $0.402        $0.414
  Class D                                  0.366         0.379         0.316        0.337         0.355         0.330         0.339
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Gain Distributions**              $0.043        $0.014        $0.070       $0.170        $0.074        $0.018        $0.014
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value per share:
  Class A                                 $8.54         $7.82         $7.70        $7.86         $8.11         $7.66         $7.97
  Class D                                  8.54          7.82          7.70         7.87          8.15          7.65          7.97
- ------------------------------------------------------------------------------------------------------------------------------------
Maximum offering price per share:
  Class A                                 $8.97         $8.21         $8.08        $8.25         $8.51         $8.04         $8.37
  Class D                                  8.54          7.82          7.70         7.87          8.15          7.65          7.97
- ------------------------------------------------------------------------------------------------------------------------------------
Moody's/S&P Ratings+
Aaa/AAA                                   52%           45%           43%          52%           65%           33%           66%
Aa/AA                                     20            19            41           11            14            22            14
A/A                                       19            24            16           23            10            27            19
Baa/BBB                                    3            --            --           14             2             9             1
Caa/CCC                                   --             8            --           --            --            --            --
Non-rated                                  6             4            --           --             9             9            --
- ------------------------------------------------------------------------------------------------------------------------------------
Holdings by Market Sector+
Revenue Bonds                             75%           58%           88%          96%           66%           71%           73%
General Obligation Bonds                  25            42            12            4            34            29            27
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average Maturity (years)         19.2          16.6          18.3         21.7          17.3          16.8          17.5
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


  *Current yield representing the annualized yield for the 30-day period ended
   September 30, 1995.

 **Represents per share amount paid or declared in respect of Class A and Class
   D shares during the year ended September 30, 1995.

  +Percentages based on current market value of long-term holdings.

Note: The yield has been computed in accordance with current 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. Past performance is not
indicative of future investment results.




2 & 3

<PAGE>

================================================================================
Annual Performance Overview
- --------------------------------------------------------------------------------

The following is a biography of your Portfolio Manager, a discussion with him
regarding Seligman Tax-Exempt Fund Series, and a chart and table comparing your
Series' performance to the performance of the Lehman Brothers Municipal Bond
Index.

Your Portfolio Manager

[Photo of Thomas G. Moles]

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 25 years of experience, has spearheaded
Seligman's tax-exempt efforts since joining the firm in 1983.

Factors Affecting Seligman Tax-Exempt Fund Series

"In general, the investment environment for municipal securities in 1995 was
much more advantageous than in 1994. Looking back, interest rates continued to
move higher during the fourth quarter of 1994 as negative market sentiment
prevailed. The net asset values on long-term municipal bond mutual funds,
including your Series, declined as a result. The municipal market was further
impacted by the Orange County, California, bankruptcy, which undermined
confidence in the market.

"During the first half of 1995, yields on municipal bonds trended lower as the
economy exhibited signs of moderating. The municipal market, however,
underperformed the U.S. Treasury market due to concerns regarding tax reform.
During the third quarter, stronger-than-expected economic reports caused a brief
spike in interest rates. By September 30, however, the overall decline in
long-term yields over the past 12 months had caused the net asset values of your
Series to improve."

Your Manager's Investment Strategy

"For much of the past year, there has been little difference between yields on
20-year and 30-year municipal bonds. We took advantage of the narrow yield
spread and shortened maturities where opportunities allowed. By implementing
this strategy, the Series was able to maintain yields while lessening
volatility.

"As the bond market gradually improved, your Series assumed a less defensive
posture. Shorter-term prerefunded positions were reduced and replaced with
long-term bonds, as long-term bonds generally realize greater price appreciation
than shorter-term bonds in a declining interest rate environment.

"The Series continues to concentrate new purchases in higher-quality municipal
bonds. The market has not been offering enough of an additional yield on
lower-rated bonds to compensate for their increased risk. In addition, the
Series has focused on bonds issued to provide for essential services, such as
water and sewer facilities, transportation projects, etc. These bonds generally
offer increased security because revenues derived from the projects are often
pledged as repayment for the principal and interest on the bonds."

Looking Ahead

"The municipal market faces many challenges in the months to come. With the
Federal government shifting more and more responsibilities to individual states,
we are concerned about the impact on state budgets. Additionally, the
possibility exists that future tax reform legislation may affect the tax-exempt
status of municipal securities. At present, however, tax reform is not a
consideration in our decision making process. We will continue to stay abreast
of the latest developments and adjust our strategy accordingly. Despite the
challenges, we remain optimistic about the prospects for the municipal market.
We believe a moderating economy and a vigilant Federal Reserve Board should keep
inflation in check and prevent a repeat of the dramatic interest rate increases
that occurred in 1994."




4
<PAGE>

================================================================================
Performance Comparison Charts and Tables                      September 30, 1995
- --------------------------------------------------------------------------------

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 10-year or since inception (where
applicable) periods ended September 30, 1995, 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 following plot points are represented by a graph in the printed material.

National             with sales charge   without sales charge       Lehman Index
9/30/85                      $9,528.06           $10,000.00           $10,000.00
12/31/85                    $10,309.09           $10,819.71           $10,807.87
3/31/86                     $11,417.73           $11,983.26           $11,902.14
6/30/86                     $11,407.75           $11,972.79           $11,829.06
9/30/86                     $12,021.68           $12,617.13           $12,464.87
12/31/86                    $12,510.83           $13,130.51           $12,895.64
3/31/87                     $12,951.55           $13,593.07           $13,207.78
6/30/87                     $12,217.47           $12,822.62           $12,849.29
9/30/87                     $11,736.82           $12,318.18           $12,529.90
12/31/87                    $12,332.87           $12,943.73           $13,089.78
3/31/88                     $12,674.69           $13,302.48           $13,539.73
6/30/88                     $13,142.13           $13,793.08           $13,802.22
9/30/88                     $13,665.43           $14,342.30           $14,156.10
12/31/88                    $14,049.70           $14,745.61           $14,420.02
3/31/89                     $14,180.12           $14,882.49           $14,515.52
6/30/89                     $15,028.54           $15,772.94           $15,374.75
9/30/89                     $14,842.77           $15,577.97           $15,385.45
12/31/89                    $15,429.42           $16,193.68           $15,975.78
3/31/90                     $15,326.87           $16,086.05           $16,047.33
6/30/90                     $15,728.36           $16,507.42           $16,422.02
9/30/90                     $15,451.50           $16,216.86           $16,431.64
12/31/90                    $16,327.20           $17,135.93           $17,140.38
3/31/91                     $16,609.38           $17,432.09           $17,527.83
6/30/91                     $16,961.43           $17,801.57           $17,901.99
9/30/91                     $17,651.44           $18,525.76           $18,597.71
12/31/91                    $18,200.45           $19,101.96           $19,221.27
3/31/92                     $18,156.32           $19,055.64           $19,278.39
6/30/92                     $18,880.36           $19,815.55           $20,009.10
9/30/92                     $19,211.86           $20,163.48           $20,541.50
12/31/92                    $19,635.19           $20,607.77           $20,915.25
3/31/93                     $20,629.63           $21,651.46           $21,692.06
6/30/93                     $21,437.93           $22,499.80           $22,401.82
9/30/93                     $22,286.52           $23,390.43           $23,159.00
12/31/93                    $22,403.01           $23,512.70           $23,484.78
3/31/94                     $20,565.58           $21,584.26           $22,195.61
6/30/94                     $20,690.07           $21,714.91           $22,439.94
9/30/94                     $20,542.58           $21,560.12           $22,593.72
12/31/94                    $20,174.36           $21,173.66           $22,270.84
3/31/95                     $21,838.46           $22,920.19           $23,844.34
6/30/95                     $22,397.13           $23,506.54           $24,418.70
9/30/95                     $22,900.58           $24,034.93           $25,120.77


The table below shows the average annual total returns for the one-, five-, and
10-year periods through September 30, 1995, 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 are the average annual
total returns for the one-year and since-inception periods through September 30,
1995, 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
<TABLE>
<CAPTION>
                                                                                                             Since
                                      One       Five       10                                     One       Inception
                                      Year      Years     Years                                   Year       2/1/94
                                      ----      -----     -----                                   ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>        <C>    
Seligman National                                                 Seligman National
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          6.16%     7.14%    8.64%       Class D with CDSL            9.17%       n/a
   Class A without Sales Charge      11.48      8.19     9.17        Class D without CDSL        10.17      (0.49)%
Lehman Index                         11.18      8.86     9.65     Lehman Index                   11.18       3.43
</TABLE>

See page 17 for footnotes.




                                                                               5
<PAGE>

================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

   Seligman Colorado Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

CO TE                with sales charge   without sales charge       Lehman Index
5/1/86                       $9,520.00           $10,000.00           $10,000.00
6/30/86                      $9,053.33            $9,509.80            $9,931.05
9/30/86                      $9,665.20           $10,152.53           $10,464.84
12/31/86                    $10,002.60           $10,506.93           $10,826.49
3/31/87                     $10,217.02           $10,732.16           $11,088.55
6/30/87                      $9,817.82           $10,312.83           $10,787.58
9/30/87                      $9,357.88            $9,829.70           $10,519.43
12/31/87                     $9,939.36           $10,440.50           $10,989.48
3/31/88                     $10,303.52           $10,823.02           $11,367.24
6/30/88                     $10,547.76           $11,079.58           $11,587.61
9/30/88                     $10,872.48           $11,420.67           $11,884.71
12/31/88                    $11,198.27           $11,762.89           $12,106.28
3/31/89                     $11,316.55           $11,887.13           $12,186.46
6/30/89                     $11,951.67           $12,554.29           $12,907.83
9/30/89                     $11,926.56           $12,527.91           $12,916.81
12/31/89                    $12,322.36           $12,943.66           $13,412.41
3/31/90                     $12,248.17           $12,865.73           $13,472.48
6/30/90                     $12,534.43           $13,166.43           $13,787.05
9/30/90                     $12,448.68           $13,076.36           $13,795.13
12/31/90                    $12,944.33           $13,597.00           $14,390.15
3/31/91                     $13,160.16           $13,823.71           $14,715.44
6/30/91                     $13,399.80           $14,075.44           $15,029.56
9/30/91                     $13,836.82           $14,534.49           $15,613.65
12/31/91                    $14,160.68           $14,874.68           $16,137.15
3/31/92                     $14,129.46           $14,841.87           $16,185.11
6/30/92                     $14,597.55           $15,333.57           $16,798.57
9/30/92                     $14,908.07           $15,659.75           $17,245.55
12/31/92                    $15,246.70           $16,015.46           $17,559.33
3/31/93                     $15,752.97           $16,547.25           $18,211.50
6/30/93                     $16,258.36           $17,078.12           $18,807.38
9/30/93                     $16,777.14           $17,623.06           $19,443.06
12/31/93                    $16,941.18           $17,795.37           $19,716.57
3/31/94                     $16,115.38           $16,927.93           $18,634.25
6/30/94                     $16,259.10           $17,078.90           $18,839.38
9/30/94                     $16,287.30           $17,108.52           $18,968.48
12/31/94                    $16,072.58           $16,882.99           $18,697.41
3/31/95                     $17,092.08           $17,953.89           $20,018.44
6/30/95                     $17,386.02           $18,262.66           $20,500.64
9/30/95                     $17,680.87           $18,572.37           $21,090.06


The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1995, 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 are the
average annual total returns for the one-year and since-inception periods
through September 30, 1995, 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
<TABLE>
<CAPTION>
                                                         Since                                               Since
                                     One       Five    Inception                                 One       Inception
                                     Year      Years    5/1/86                                   Year       2/1/94
                                     ----      -----    ------                                   ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C> 
Seligman Colorado                                                 Seligman Colorado
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          3.45%     6.24%    6.24%       Class D with CDSL            6.26%       n/a
   Class A without Sales Charge       8.56      7.27     6.79        Class D without CDSL         7.26        0.67%
Lehman Index                         11.18      8.86     8.25*    Lehman Index                   11.18        3.43

*From 4/30/86.
</TABLE>

See page 17 for footnotes.

6
<PAGE>


================================================================================
                                                              September 30, 1995
- --------------------------------------------------------------------------------

   Seligman Georgia Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

GA TE                with sales charge   without sales charge       Lehman Index
6/15/87                      $9,520.00           $10,000.00
6/30/87                      $9,413.33            $9,887.95           $10,000.00
9/30/87                      $8,795.01            $9,238.45            $9,751.43
12/31/87                     $9,408.85            $9,883.25           $10,187.16
3/31/88                      $9,746.26           $10,237.68           $10,537.34
6/30/88                     $10,009.51           $10,514.20           $10,741.62
9/30/88                     $10,334.58           $10,855.65           $11,017.03
12/31/88                    $10,691.63           $11,230.70           $11,222.43
3/31/89                     $10,791.50           $11,335.61           $11,296.75
6/30/89                     $11,430.34           $12,006.66           $11,965.45
9/30/89                     $11,383.14           $11,957.07           $11,973.78
12/31/89                    $11,747.04           $12,339.33           $12,433.20
3/31/90                     $11,747.04           $12,339.33           $12,488.89
6/30/90                     $12,007.71           $12,613.15           $12,780.49
9/30/90                     $11,973.62           $12,577.34           $12,787.97
12/31/90                    $12,570.46           $13,204.28           $13,339.55
3/31/91                     $12,800.49           $13,445.91           $13,641.09
6/30/91                     $13,057.80           $13,716.20           $13,932.28
9/30/91                     $13,565.90           $14,249.93           $14,473.73
12/31/91                    $13,949.88           $14,653.26           $14,959.01
3/31/92                     $13,940.70           $14,643.60           $15,003.46
6/30/92                     $14,508.36           $15,239.88           $15,572.15
9/30/92                     $14,874.38           $15,624.36           $15,986.49
12/31/92                    $15,205.41           $15,972.09           $16,277.36
3/31/93                     $15,646.24           $16,435.13           $16,881.92
6/30/93                     $16,175.66           $16,991.24           $17,434.29
9/30/93                     $16,950.57           $17,805.24           $18,023.56
12/31/93                    $17,061.47           $17,921.74           $18,277.11
3/31/94                     $15,897.11           $16,698.67           $17,273.80
6/30/94                     $15,994.79           $16,801.27           $17,463.96
9/30/94                     $16,015.12           $16,822.62           $17,583.63
12/3/94                     $15,758.18           $16,552.72           $17,332.35
3/30/95                     $16,972.31           $17,828.08           $18,556.93
6/30/95                     $17,482.68           $18,364.18           $19,003.93
9/30/95                     $17,882.41           $18,784.05           $19,550.32


The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1995, 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 are the
average annual total returns for the one-year and since-inception periods
through September 30, 1995, 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
<TABLE>
<CAPTION>
                                                         Since                                               Since
                                     One       Five    Inception                                 One       Inception
                                     Year      Years    6/15/87                                  Year       2/1/94
                                     ----      -----    -------                                  ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C>  
Seligman Georgia                                                  Seligman Georgia
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          6.40%     7.30%    7.26%       Class D with CDSL            9.58%       n/a
   Class A without Sales Charge      11.66      8.35     7.90        Class D without CDSL        10.58        1.33%
Lehman Index                         11.18      8.86     8.46*    Lehman Index                   11.18        3.43
</TABLE>

*From 6/30/87.

See page 17 for footnotes.

                                                                               7
<PAGE>

================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

   Seligman Louisiana Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

Louis TE             with sales charge   without sales charge       Lehman Index
10/1/85                      $9,520.00           $10,000.00           $10,000.00
12/31/85                    $10,080.96           $10,589.25           $10,807.87
3/31/86                     $11,043.83           $11,600.67           $11,902.14
6/30/86                     $10,829.37           $11,375.39           $11,829.06
9/30/86                     $11,373.93           $11,947.40           $12,464.87
12/31/86                    $11,767.52           $12,360.85           $12,895.64
3/31/87                     $12,206.43           $12,821.89           $13,207.78
6/30/87                     $11,789.64           $12,384.09           $12,849.29
9/30/87                     $11,444.19           $12,021.23           $12,529.90
12/31/87                    $12,058.64           $12,666.66           $13,089.78
3/31/88                     $12,446.30           $13,073.87           $13,539.73
6/30/88                     $12,707.73           $13,348.47           $13,802.22
9/30/88                     $13,125.09           $13,786.88           $14,156.10
12/31/88                    $13,413.94           $14,090.31           $14,420.02
3/31/89                     $13,573.57           $14,258.00           $14,515.52
6/30/89                     $14,307.19           $15,028.61           $15,374.75
9/30/89                     $14,311.14           $15,032.75           $15,385.45
12/31/89                    $14,773.55           $15,518.48           $15,975.78
3/31/90                     $14,776.15           $15,521.20           $16,047.33
6/30/90                     $15,138.66           $15,901.99           $16,422.02
9/30/90                     $15,055.42           $15,814.55           $16,431.64
12/31/90                    $15,787.62           $16,583.67           $17,140.38
3/31/91                     $16,119.26           $16,932.04           $17,527.83
6/30/91                     $16,454.70           $17,284.38           $17,901.99
9/30/91                     $17,087.06           $17,948.63           $18,597.71
12/31/91                    $17,584.60           $18,471.27           $19,221.27
3/31/92                     $17,564.30           $18,449.95           $19,278.39
6/30/92                     $18,286.76           $19,208.82           $20,009.10
9/30/92                     $18,647.15           $19,587.39           $20,541.50
12/31/92                    $18,962.19           $19,918.32           $20,915.25
3/31/93                     $19,683.82           $20,676.34           $21,692.06
6/30/93                     $20,278.75           $21,301.27           $22,401.82
9/30/93                     $20,902.77           $21,956.75           $23,159.00
12/31/93                    $21,132.92           $22,198.51           $23,484.78
3/31/94                     $19,995.13           $21,003.35           $22,195.61
6/30/94                     $20,080.54           $21,093.06           $22,439.94
9/30/94                     $20,101.36           $21,114.94           $22,593.72
12/31/94                    $19,889.31           $20,892.19           $22,270.84
3/31/95                     $21,196.48           $22,265.27           $23,844.34
6/30/95                     $21,613.04           $22,702.84           $24,418.70
9/30/95                     $22,170.71           $23,288.63           $25,120.77


The table below shows the average annual total returns for the one-, five-, and
10-year periods through September 30, 1995, 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 are the average annual
total returns for the one-year and since-inception periods through September 30,
1995, 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
<TABLE>
<CAPTION>
                                                                                                             Since
                                     One       Five       10                                     One       Inception
                                     Year      Years     Years                                   Year       2/1/94
                                     ----      -----     -----                                   ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C> 
Seligman Louisiana                                                Seligman Louisiana
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          5.01%     7.01%    8.29%       Class D with CDSL            8.17%       n/a
   Class A without Sales Charge      10.30      8.05     8.82        Class D without CDSL         9.17        1.28%
Lehman Index                         11.18      8.86     9.65     Lehman Index                   11.18        3.43
</TABLE>

See page 17 for footnotes.


8
<PAGE>

================================================================================
                                                              September 30, 1995
- --------------------------------------------------------------------------------

   Seligman Maryland Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

MD TE                with sales charge   without sales charge       Lehman Index
10/1/85                      $9,520.00           $10,000.00           $10,000.00
12/31/85                     $9,934.44           $10,435.35           $10,807.87
3/31/86                     $10,666.64           $11,204.45           $11,902.14
6/30/86                     $10,336.82           $10,857.99           $11,829.06
9/30/86                     $10,863.29           $11,411.00           $12,464.87
12/31/86                    $11,287.10           $11,856.19           $12,895.64
3/31/87                     $11,488.47           $12,067.71           $13,207.78
6/30/87                     $10,886.89           $11,435.79           $12,849.29
9/30/87                     $10,493.33           $11,022.39           $12,529.90
12/31/87                    $11,185.14           $11,749.09           $13,089.78
3/31/88                     $11,505.68           $12,085.78           $13,539.73
6/30/88                     $11,765.87           $12,359.10           $13,802.22
9/30/88                     $12,144.08           $12,756.37           $14,156.10
12/31/88                    $12,439.53           $13,066.73           $14,420.02
3/31/89                     $12,587.07           $13,221.70           $14,515.52
6/30/89                     $13,323.32           $13,995.07           $15,374.75
9/30/89                     $13,289.37           $13,959.41           $15,385.45
12/31/89                    $13,745.01           $14,438.02           $15,975.78
3/31/90                     $13,711.02           $14,402.31           $16,047.33
6/30/90                     $13,998.59           $14,704.38           $16,422.02
9/30/90                     $13,883.38           $14,583.36           $16,431.64
12/31/90                    $14,590.57           $15,326.21           $17,140.38
3/31/91                     $14,830.88           $15,578.62           $17,527.83
6/30/91                     $15,100.18           $15,861.50           $17,901.99
9/30/91                     $15,724.05           $16,516.83           $18,597.71
12/31/91                    $16,118.16           $16,930.81           $19,221.27
3/31/92                     $16,171.51           $16,986.84           $19,278.39
6/30/92                     $16,755.89           $17,600.68           $20,009.10
9/30/92                     $17,163.20           $18,028.53           $20,541.50
12/31/92                    $17,446.19           $18,325.79           $20,915.25
3/31/93                     $18,092.79           $19,005.00           $21,692.06
6/30/93                     $18,716.31           $19,659.94           $22,401.82
9/30/93                     $19,433.39           $20,413.17           $23,159.00
12/31/93                    $19,527.72           $20,512.25           $23,484.78
3/31/94                     $18,494.19           $19,426.61           $22,195.61
6/30/94                     $18,608.55           $19,546.73           $22,439.94
9/30/94                     $18,640.06           $19,579.84           $22,593.72
12/31/94                    $18,458.58           $19,389.21           $22,270.84
3/31/95                     $19,742.63           $20,738.01           $23,844.34
6/30/95                     $20,180.36           $21,197.82           $24,418.70
9/30/95                     $20,671.35           $21,713.56           $25,120.77


The table below shows the average annual total returns for the one-, five-, and
10-year periods through September 30, 1995, 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 are the average annual
total returns for the one-year and since-inception periods through September 30,
1995, 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
<TABLE>
<CAPTION>
                                                                                                             Since
                                     One       Five       10                                     One       Inception
                                     Year      Years     Years                                   Year       2/1/94
                                     ----      -----     -----                                   ----       ------
<S>                                  <C>        <C>     <C>      <C>                             <C>          <C>
Seligman Maryland                                                 Seligman Maryland
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          5.69%     7.24%    7.53%       Class D with CDSL            8.75%       n/a
   Class A without Sales Charge      10.90      8.29     8.06        Class D without CDSL         9.75        1.76%
Lehman Index                         11.18      8.86     9.65     Lehman Index                   11.18        3.43
</TABLE>

See page 17 for footnotes.



                                                                               9
<PAGE>

================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

   Seligman Massachusetts Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

Mass TE              with sales charge   without sales charge       Lehman Index
9/30/85                      $9,530.03           $10,000.00           $10,000.00
12/31/85                    $10,151.64           $10,652.26           $10,807.87
3/31/86                     $10,961.18           $11,501.73           $11,902.14
6/30/86                     $10,809.67           $11,342.75           $11,829.06
9/30/86                     $11,387.38           $11,948.96           $12,464.87
12/31/86                    $11,786.49           $12,367.75           $12,895.64
3/31/87                     $12,146.99           $12,746.03           $13,207.78
6/30/87                     $11,564.67           $12,134.98           $12,849.29
9/30/87                     $11,141.99           $11,691.46           $12,529.90
12/31/87                    $11,780.16           $12,361.10           $13,089.78
3/31/88                     $12,241.60           $12,845.30           $13,539.73
6/30/88                     $12,526.65           $13,144.40           $13,802.22
9/30/88                     $12,830.07           $13,462.79           $14,156.10
12/31/88                    $13,088.09           $13,733.54           $14,420.02
3/31/89                     $13,154.17           $13,802.88           $14,515.52
6/30/89                     $13,933.03           $14,620.16           $15,374.75
9/30/89                     $13,879.92           $14,564.43           $15,385.45
12/31/89                    $14,222.69           $14,924.11           $15,975.78
3/31/90                     $14,218.87           $14,920.09           $16,047.33
6/30/90                     $14,514.22           $15,230.00           $16,422.02
9/30/90                     $14,224.22           $14,925.70           $16,431.64
12/31/90                    $14,993.16           $15,732.56           $17,140.38
3/31/91                     $15,440.78           $16,202.25           $17,527.83
6/30/91                     $15,800.60           $16,579.81           $17,901.99
9/30/91                     $16,477.01           $17,289.56           $18,597.71
12/31/91                    $16,938.03           $17,773.32           $19,221.27
3/31/92                     $17,033.15           $17,873.12           $19,278.39
6/30/92                     $17,676.91           $18,548.62           $20,009.10
9/30/92                     $18,083.97           $18,975.75           $20,541.50
12/31/92                    $18,475.62           $19,386.71           $20,915.25
3/31/93                     $19,140.75           $20,084.63           $21,692.06
6/30/93                     $19,832.18           $20,810.15           $22,401.82
9/30/93                     $20,466.99           $21,476.26           $23,159.00
12/31/93                    $20,604.80           $21,620.86           $23,484.78
3/31/94                     $19,638.23           $20,606.63           $22,195.61
6/30/94                     $19,799.33           $20,775.67           $22,439.94
9/30/94                     $19,865.18           $20,844.77           $22,593.72
12/31/94                    $19,691.68           $20,662.71           $22,270.84
3/31/95                     $20,905.47           $21,936.34           $23,844.34
6/30/95                     $21,296.29           $22,346.42           $24,418.70
9/30/95                     $21,768.68           $22,842.10           $25,120.77


The table below shows the average annual total returns for the one-, five-, and
10-year periods through September 30, 1995, 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 are the
average annual total returns for the one-year and since-inception periods
through September 30, 1995, 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
<TABLE>
<CAPTION>
                                                                                                             Since
                                     One       Five       10                                     One       Inception
                                     Year      Years     Years                                   Year       2/1/94
                                     ----      -----     -----                                   ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C> 
Seligman Massachusetts                                            Seligman Massachusetts
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          4.41%     7.83%    8.09%       Class D with CDSL            7.33%       n/a
   Class A without Sales Charge       9.58      8.88     8.61        Class D without CDSL         8.33        1.53%
Lehman Index                         11.18      8.86     9.65     Lehman Index                   11.18        3.43
</TABLE>

See page 17 for footnotes.


10
<PAGE>

================================================================================
                                                              September 30, 1995
- --------------------------------------------------------------------------------

   Seligman Michigan Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

Mich TE              with sales charge   without sales charge       Lehman Index
9/30/85                      $9,520.81           $10,000.00           $10,000.00
12/31/85                    $10,268.62           $10,785.44           $10,807.87
3/31/86                     $11,249.65           $11,815.86           $11,902.14
6/30/86                     $11,134.71           $11,695.14           $11,829.06
9/30/86                     $11,779.57           $12,372.45           $12,464.87
12/31/86                    $12,151.78           $12,763.38           $12,895.64
3/31/87                     $12,468.65           $13,096.21           $13,207.78
6/30/87                     $11,942.66           $12,543.74           $12,849.29
9/30/87                     $11,441.86           $12,017.73           $12,529.90
12/31/87                    $12,101.71           $12,710.79           $13,089.78
3/31/88                     $12,536.48           $13,167.45           $13,539.73
6/30/88                     $12,877.88           $13,526.02           $13,802.22
9/30/88                     $13,270.26           $13,938.15           $14,156.10
12/31/88                    $13,606.35           $14,291.16           $14,420.02
3/31/89                     $13,746.93           $14,438.81           $14,515.52
6/30/89                     $14,611.70           $15,347.09           $15,374.75
9/30/89                     $14,584.80           $15,318.85           $15,385.45
12/31/89                    $15,063.75           $15,821.90           $15,975.78
3/31/90                     $15,052.75           $15,810.35           $16,047.33
6/30/90                     $15,409.53           $16,185.09           $16,422.02
9/30/90                     $15,250.68           $16,018.25           $16,431.64
12/31/90                    $15,944.70           $16,747.20           $17,140.38
3/31/91                     $16,275.37           $17,094.52           $17,527.83
6/30/91                     $16,633.23           $17,470.39           $17,901.99
9/30/91                     $17,284.70           $18,154.64           $18,597.71
12/31/91                    $17,859.12           $18,757.98           $19,221.27
3/31/92                     $17,893.20           $18,793.79           $19,278.39
6/30/92                     $18,616.85           $19,553.86           $20,009.10
9/30/92                     $19,108.13           $20,069.88           $20,541.50
12/31/92                    $19,522.60           $20,505.21           $20,915.25
3/31/93                     $20,184.60           $21,200.53           $21,692.06
6/30/93                     $20,925.41           $21,978.63           $22,401.82
9/30/93                     $21,586.95           $22,673.47           $23,159.00
12/31/93                    $21,763.87           $22,859.30           $23,484.78
3/31/94                     $20,756.87           $21,801.62           $22,195.61
6/30/94                     $20,875.39           $21,926.11           $22,439.94
9/30/94                     $20,960.94           $22,015.97           $22,593.72
12/31/94                    $20,711.47           $21,753.93           $22,270.84
3/31/95                     $22,073.12           $23,184.11           $23,844.34
6/30/95                     $22,453.46           $23,583.59           $24,418.70
9/30/95                     $22,963.80           $24,119.62           $25,120.77


The table below shows the average annual total returns for the one-, five-, and
10-year periods through September 30, 1995, 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 are the average annual
total returns for the one-year and since-inception periods through September 30,
1995, 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
<TABLE>
<CAPTION>
                                                                                                             Since
                                     One       Five       10                                     One       Inception
                                     Year      Years     Years                                   Year       2/1/94
                                     ----      -----     -----                                   ----       ------
<S>                                  <C>        <C>      <C>     <C>                                <C>          <C> 
Seligman Michigan                                                 Seligman Michigan
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          4.39%     7.49%    8.67%       Class D with CDSL            7.36%       n/a
   Class A without Sales Charge       9.56      8.53     9.20        Class D without CDSL         8.36        1.46%
Lehman Index                         11.18      8.86     9.65     Lehman Index                   11.18        3.43
</TABLE>

See page 17 for footnotes.



                                                                              11
<PAGE>

================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

   Seligman Minnesota Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

Minn TE              with sales charge   without sales charge       Lehman Index
9/30/85                      $9,520.64           $10,000.00           $10,000.00
12/31/85                    $10,263.86           $10,780.64           $10,807.87
3/31/86                     $11,212.86           $11,777.43           $11,902.14
6/30/86                     $11,041.21           $11,597.15           $11,829.06
9/30/86                     $11,544.03           $12,125.28           $12,464.87
12/31/86                    $11,924.87           $12,525.29           $12,895.64
3/31/87                     $12,274.63           $12,892.66           $13,207.78
6/30/87                     $11,729.22           $12,319.80           $12,849.29
9/30/87                     $11,320.19           $11,890.18           $12,529.90
12/31/87                    $11,860.87           $12,458.08           $13,089.78
3/31/88                     $12,310.84           $12,930.70           $13,539.73
6/30/88                     $12,598.04           $13,232.36           $13,802.22
9/30/88                     $12,991.02           $13,645.12           $14,156.10
12/31/88                    $13,311.56           $13,981.81           $14,420.02
3/31/89                     $13,371.67           $14,044.93           $14,515.52
6/30/89                     $14,175.83           $14,889.58           $15,374.75
9/30/89                     $14,073.85           $14,782.47           $15,385.45
12/31/89                    $14,628.17           $15,364.70           $15,975.78
3/31/90                     $14,632.85           $15,369.60           $16,047.33
6/30/90                     $14,965.27           $15,718.76           $16,422.02
9/30/90                     $14,888.67           $15,638.30           $16,431.64
12/31/90                    $15,582.33           $16,366.89           $17,140.38
3/31/91                     $15,784.50           $16,579.23           $17,527.83
6/30/91                     $16,076.49           $16,885.93           $17,901.99
9/30/91                     $16,540.76           $17,373.56           $18,597.71
12/31/91                    $16,755.42           $17,599.02           $19,221.27
3/31/92                     $16,933.12           $17,785.67           $19,278.39
6/30/92                     $17,448.70           $18,327.20           $20,009.10
9/30/92                     $17,815.81           $18,712.80           $20,541.50
12/31/92                    $18,041.16           $18,949.49           $20,915.25
3/31/93                     $18,782.66           $19,728.32           $21,692.06
6/30/93                     $19,491.89           $20,473.26           $22,401.82
9/30/93                     $20,143.05           $21,157.19           $23,159.00
12/31/93                    $20,474.37           $21,505.20           $23,484.78
3/31/94                     $19,812.79           $20,810.32           $22,195.61
6/30/94                     $19,953.68           $20,958.29           $22,439.94
9/30/94                     $20,166.50           $21,181.83           $22,593.72
12/31/94                    $19,954.75           $20,959.43           $22,270.84
3/31/95                     $20,952.36           $22,007.27           $23,844.34
6/30/95                     $21,341.24           $22,415.73           $24,418.70
9/30/95                     $21,700.87           $22,793.47           $25,120.77


The table below shows the average annual total returns for the one-, five-, and
10-year periods through September 30, 1995, 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 are the average annual
total returns for the one-year and since-inception periods through September 30,
1995, 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
<TABLE>
<CAPTION>
                                                                                                             Since
                                     One       Five       10                                     One       Inception
                                     Year      Years     Years                                   Year       2/1/94
                                     ----      -----     -----                                   ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C> 
Seligman Minnesota                                                Seligman Minnesota
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          2.56%     6.79%    8.06%       Class D with CDSL            5.45%       n/a
   Class A without Sales Charge       7.61      7.83     8.59        Class D without CDSL         6.45        1.90%
Lehman Index                         11.18      8.86     9.65     Lehman Index                   11.18        3.43
</TABLE>

See page 17 for footnotes.


12
<PAGE>

================================================================================
                                                              September 30, 1995
- --------------------------------------------------------------------------------

   Seligman Missouri Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

M0 TE                with sales charge   without sales charge       Lehman Index
7/1/86                       $9,520.00           $10,000.00           $10,000.00
9/30/86                      $9,887.92           $10,386.47           $10,537.50
12/31/86                    $10,184.81           $10,698.33           $10,901.66
3/31/87                     $10,438.09           $10,964.38           $11,165.54
6/30/87                      $9,992.51           $10,496.33           $10,862.48
9/30/87                      $9,472.69            $9,950.31           $10,592.47
12/31/87                    $10,152.68           $10,664.58           $11,065.78
3/31/88                     $10,521.16           $11,051.64           $11,446.16
6/30/88                     $10,796.67           $11,341.05           $11,668.06
9/30/88                     $11,058.19           $11,615.74           $11,967.23
12/31/88                    $11,417.36           $11,993.03           $12,190.34
3/31/89                     $11,473.67           $12,052.18           $12,271.07
6/30/89                     $12,133.94           $12,745.74           $12,997.45
9/30/89                     $12,090.19           $12,699.79           $13,006.49
12/31/89                    $12,495.51           $13,125.54           $13,505.54
3/31/90                     $12,488.05           $13,117.71           $13,566.03
6/30/90                     $12,818.10           $13,464.41           $13,882.78
9/30/90                     $12,750.85           $13,393.76           $13,890.91
12/31/90                    $13,361.18           $14,034.85           $14,490.06
3/31/91                     $13,620.18           $14,306.91           $14,817.61
6/30/91                     $13,938.36           $14,641.13           $15,133.91
9/30/91                     $14,486.56           $15,216.98           $15,722.05
12/31/91                    $14,879.78           $15,630.01           $16,249.19
3/31/92                     $14,883.01           $15,633.40           $16,297.48
6/30/92                     $15,437.53           $16,215.88           $16,915.21
9/30/92                     $15,626.82           $16,414.70           $17,365.29
12/31/92                    $15,958.87           $16,763.49           $17,681.25
3/31/93                     $16,501.92           $17,333.92           $18,337.95
6/30/93                     $17,076.12           $17,937.07           $18,937.96
9/30/93                     $17,685.41           $18,577.09           $19,578.06
12/31/93                    $17,778.67           $18,675.05           $19,853.47
3/31/94                     $16,693.00           $17,534.64           $18,763.63
6/30/94                     $16,788.00           $17,634.43           $18,970.19
9/30/94                     $16,827.81           $17,676.25           $19,100.18
12/31/94                    $16,655.53           $17,495.28           $18,827.23
3/31/95                     $17,872.43           $18,773.53           $20,157.43
6/30/95                     $18,199.14           $19,116.71           $20,642.98
9/30/95                     $18,623.97           $19,562.96           $21,236.49


The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1995, 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 are the
average annual total returns for the one-year and since-inception periods
through September 30, 1995, 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
<TABLE>
<CAPTION>
                                                         Since                                               Since
                                     One       Five    Inception                                 One       Inception
                                     Year      Years    7/1/86                                   Year       2/1/94
                                     ----      -----    ------                                   ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C> 
Seligman Missouri                                                 Seligman Missouri
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          5.41%     6.83%    6.95%       Class D with CDSL            8.49%       n/a
   Class A without Sales Charge      10.67      7.87     7.52        Class D without CDSL         9.49        0.99%
Lehman Index                         11.18      8.86     8.48*    Lehman Index                   11.18        3.43
</TABLE>

*From 6/30/86.

See page 17 for footnotes.

                                                                              13
<PAGE>

================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

   Seligman New York Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

NY TE                with sales charge   without sales charge       Lehman Index
9/30/85                      $9,523.81           $10,000.00           $10,000.00
12/31/85                    $10,317.51           $10,833.38           $10,807.87
3/31/86                     $11,121.89           $11,677.98           $11,902.14
6/30/86                     $11,069.02           $11,622.47           $11,829.06
9/30/86                     $11,595.52           $12,175.30           $12,464.87
12/31/86                    $12,150.08           $12,757.59           $12,895.64
3/31/87                     $12,469.85           $13,093.34           $13,207.78
6/30/87                     $11,859.27           $12,452.23           $12,849.29
9/30/87                     $11,314.25           $11,879.96           $12,529.90
12/31/87                    $11,986.22           $12,585.55           $13,089.78
3/31/88                     $12,317.72           $12,933.62           $13,539.73
6/30/88                     $12,572.43           $13,201.06           $13,802.22
9/30/88                     $12,981.44           $13,630.52           $14,156.10
12/31/88                    $13,354.77           $14,022.51           $14,420.02
3/31/89                     $13,403.65           $14,073.83           $14,515.52
6/30/89                     $14,266.60           $14,979.94           $15,374.75
9/30/89                     $14,195.00           $14,904.76           $15,385.45
12/31/89                    $14,608.91           $15,339.37           $15,975.78
3/31/90                     $14,453.42           $15,176.10           $16,047.33
6/30/90                     $14,870.89           $15,614.45           $16,422.02
9/30/90                     $14,647.87           $15,380.27           $16,431.64
12/31/90                    $15,218.76           $15,979.70           $17,140.38
3/31/91                     $15,572.16           $16,350.77           $17,527.83
6/30/91                     $15,975.23           $16,774.00           $17,901.99
9/30/91                     $16,780.48           $17,619.50           $18,597.71
12/31/91                    $17,277.32           $18,141.20           $19,221.27
3/31/92                     $17,301.89           $18,166.99           $19,278.39
6/30/92                     $18,102.36           $19,007.47           $20,009.10
9/30/92                     $18,424.98           $19,346.23           $20,541.50
12/31/92                    $18,885.40           $19,829.67           $20,915.25
3/31/93                     $19,760.03           $20,748.03           $21,692.06
6/30/93                     $20,504.47           $21,529.69           $22,401.82
9/30/93                     $21,235.68           $22,297.47           $23,159.00
12/31/93                    $21,390.05           $22,459.54           $23,484.78
3/31/94                     $19,975.50           $20,974.27           $22,195.61
6/30/94                     $20,110.77           $21,116.30           $22,439.94
9/30/94                     $20,095.31           $21,100.06           $22,593.72
12/31/94                    $19,693.73           $20,678.41           $22,270.84
3/31/95                     $21,294.30           $22,359.01           $23,844.34
6/30/95                     $21,750.05           $22,837.55           $24,418.70
9/30/95                     $22,292.56           $23,407.19           $25,120.77


The table below shows the average annual total returns for the one-, five-, and
10-year periods through September 30, 1995, 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 are the average total
returns for the one-year and since-inception periods through September 30, 1995,
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
<TABLE>
<CAPTION>
                                                                                                             Since
                                     One       Five       10                                     One       Inception
                                     Year      Years     Years                                   Year       2/1/94
                                     ----      -----     -----                                   ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C> 
Seligman New York                                                 Seligman New York
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          5.70%     7.71%    8.35%       Class D with CDSL            8.87%       n/a
   Class A without Sales Charge      10.93      8.76     8.88        Class D without CDSL         9.87        0.83%
Lehman Index                         11.18      8.86     9.65     Lehman Index                   11.18        3.43
</TABLE>

See page 17 for footnotes.

14
<PAGE>

================================================================================
                                                              September 30, 1995
- --------------------------------------------------------------------------------

   Seligman Ohio Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

Ohio TE              with sales charge   without sales charge       Lehman Index
9/30/85                      $9,528.18           $10,000.00           $10,000.00
12/31/85                    $10,258.31           $10,766.29           $10,807.87
3/31/86                     $11,159.80           $11,712.43           $11,902.14
6/30/86                     $10,983.35           $11,527.24           $11,829.06
9/30/86                     $11,545.28           $12,117.00           $12,464.87
12/31/86                    $12,006.29           $12,600.85           $12,895.64
3/31/87                     $12,360.41           $12,972.51           $13,207.78
6/30/87                     $11,902.29           $12,491.71           $12,849.29
9/30/87                     $11,468.81           $12,036.76           $12,529.90
12/31/87                    $12,093.82           $12,692.72           $13,089.78
3/31/88                     $12,557.35           $13,179.21           $13,539.73
6/30/88                     $12,957.01           $13,598.67           $13,802.22
9/30/88                     $13,276.83           $13,934.32           $14,156.10
12/31/88                    $13,588.77           $14,261.71           $14,420.02
3/31/89                     $13,753.66           $14,434.77           $14,515.52
6/30/89                     $14,465.59           $15,181.95           $15,374.75
9/30/89                     $14,417.93           $15,131.93           $15,385.45
12/31/89                    $14,938.93           $15,678.75           $15,975.78
3/31/90                     $14,979.42           $15,721.23           $16,047.33
6/30/90                     $15,287.29           $16,044.35           $16,422.02
9/30/90                     $15,239.96           $15,994.68           $16,431.64
12/31/90                    $15,922.42           $16,710.93           $17,140.38
3/31/91                     $16,219.67           $17,022.89           $17,527.83
6/30/91                     $16,566.32           $17,386.71           $17,901.99
9/30/91                     $17,214.64           $18,067.13           $18,597.71
12/31/91                    $17,723.97           $18,601.68           $19,221.27
3/31/92                     $17,773.53           $18,653.70           $19,278.39
6/30/92                     $18,471.24           $19,385.96           $20,009.10
9/30/92                     $18,880.31           $19,815.29           $20,541.50
12/31/92                    $19,218.43           $20,170.16           $20,915.25
3/31/93                     $19,905.51           $20,891.27           $21,692.06
6/30/93                     $20,610.31           $21,630.96           $22,401.82
9/30/93                     $21,299.41           $22,354.19           $23,159.00
12/31/93                    $21,455.25           $22,517.76           $23,484.78
3/31/94                     $20,406.04           $21,416.58           $22,195.61
6/30/94                     $20,619.30           $21,640.40           $22,439.94
9/30/94                     $20,642.96           $21,665.24           $22,593.72
12/31/94                    $20,402.50           $21,412.87           $22,270.84
3/31/95                     $21,722.19           $22,797.94           $23,844.34
6/30/95                     $22,155.54           $23,252.75           $24,418.70
9/30/95                     $22,622.43           $23,742.75           $25,120.77


The table below shows the average annual total returns for the one-, five-, and
10-year periods through September 30, 1995, 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 are the average annual total
returns for the one-year and since-inception periods through September 30, 1995,
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
<TABLE>
<CAPTION>
                                                                                                             Since
                                     One       Five       10                                     One       Inception
                                     Year      Years     Years                                   Year       2/1/94
                                     ----      -----     -----                                   ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C> 
Seligman Ohio                                                     Seligman Ohio
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          4.43%     7.17%    8.51%       Class D with CDSL            7.67%       n/a
   Class A without Sales Charge       9.59      8.22     9.03        Class D without CDSL         8.67        1.70%
Lehman Index                         11.18      8.86     9.65     Lehman Index                   11.18        3.43
</TABLE>

See page 17 for footnotes.


                                                                              15
<PAGE>

================================================================================
Performance Comparison Charts and Tables (continued)
- --------------------------------------------------------------------------------

   Seligman Oregon Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

OR TE                with sales charge   without sales charge       Lehman Index
10/15/86                     $9,520.00           $10,000.00           $10,000.00
12/31/86                     $9,739.36           $10,230.41           $10,169.95
3/31/87                      $9,932.37           $10,433.16           $10,416.12
6/30/87                      $9,282.37            $9,750.39           $10,133.40
9/30/87                      $8,788.47            $9,231.59            $9,881.51
12/31/87                     $9,343.08            $9,814.16           $10,323.06
3/31/88                      $9,675.20           $10,163.02           $10,677.90
6/30/88                     $10,025.46           $10,530.94           $10,884.91
9/30/88                     $10,360.96           $10,883.35           $11,164.00
12/31/88                    $10,667.96           $11,205.83           $11,372.13
3/31/89                     $10,743.56           $11,285.24           $11,447.45
6/30/89                     $11,440.47           $12,017.28           $12,125.07
9/30/89                     $11,391.86           $11,966.22           $12,133.50
12/31/89                    $11,781.78           $12,375.80           $12,599.05
3/31/90                     $11,735.60           $12,327.29           $12,655.48
6/30/90                     $12,051.00           $12,658.60           $12,950.98
9/30/90                     $11,960.13           $12,563.14           $12,958.56
12/31/90                    $12,546.86           $13,179.46           $13,517.50
3/31/91                     $12,806.69           $13,452.38           $13,823.06
6/30/91                     $13,075.79           $13,735.06           $14,118.14
9/30/91                     $13,545.48           $14,228.43           $14,666.80
12/31/91                    $13,904.60           $14,605.65           $15,158.56
3/31/92                     $13,948.67           $14,651.94           $15,203.61
6/30/92                     $14,377.50           $15,102.41           $15,779.88
9/30/92                     $14,676.59           $15,416.57           $16,199.75
12/31/92                    $14,985.89           $15,741.47           $16,494.50
3/31/93                     $15,443.91           $16,222.57           $17,107.12
6/30/93                     $15,952.27           $16,756.57           $17,666.86
9/30/93                     $16,468.60           $17,298.93           $18,263.99
12/31/93                    $16,619.69           $17,457.63           $18,520.92
3/31/94                     $15,875.56           $16,675.98           $17,504.23
6/30/94                     $16,013.45           $16,820.82           $17,696.92
9/30/94                     $16,077.03           $16,887.61           $17,818.19
12/31/94                    $15,861.06           $16,660.75           $17,563.56
3/31/95                     $16,835.71           $17,684.52           $18,804.48
6/30/95                     $17,171.00           $18,036.72           $19,257.44
9/30/95                     $17,532.12           $18,416.06           $19,811.11


The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1995, 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 are the
average annual total returns for the one-year and since-inception periods
through September 30, 1995, 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
<TABLE>
<CAPTION>
                                                         Since                                               Since
                                     One       Five    Inception                                 One       Inception
                                     Year      Years   10/15/86                                  Year       2/1/94
                                     ----      -----   --------                                  ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C> 
Seligman Oregon                                                   Seligman Oregon
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          3.88%     6.90%    6.46%       Class D with CDSL            6.86%       n/a
   Class A without Sales Charge       9.05      7.95     7.05        Class D without CDSL         7.86        1.64%
Lehman Index                         11.18      8.86     7.97*    Lehman Index                   11.18        3.43
</TABLE>

*From 10/31/86.

See page 17 for footnotes.


16
<PAGE>

================================================================================
                                                              September 30, 1995
- --------------------------------------------------------------------------------

   Seligman South Carolina Tax-Exempt Series

The following plot points are represented by a graph in the printed material.

SC TE                with sales charge   without sales charge       Lehman Index
6/30/87                      $9,520.00           $10,000.00           $10,000.00
9/30/87                      $9,009.03            $9,463.26            $9,751.43
12/31/87                     $9,582.65           $10,065.81           $10,187.16
3/31/88                      $9,906.29           $10,405.76           $10,537.34
6/30/88                     $10,141.85           $10,653.20           $10,741.62
9/30/88                     $10,466.76           $10,994.49           $11,017.03
12/31/88                    $10,776.14           $11,319.46           $11,222.43
3/31/89                     $10,833.49           $11,379.69           $11,296.75
6/30/89                     $11,530.38           $12,111.72           $11,965.45
9/30/89                     $11,451.60           $12,028.97           $11,973.78
12/31/89                    $11,918.91           $12,519.84           $12,433.20
3/31/90                     $11,873.26           $12,471.89           $12,488.89
6/30/90                     $12,161.35           $12,774.50           $12,780.49
9/30/90                     $11,964.34           $12,567.55           $12,787.97
12/31/90                    $12,635.41           $13,272.46           $13,339.55
3/31/91                     $12,881.38           $13,530.84           $13,641.09
6/30/91                     $13,152.03           $13,815.13           $13,932.28
9/30/91                     $13,633.01           $14,320.36           $14,473.73
12/31/91                    $14,090.86           $14,801.30           $14,959.01
3/31/92                     $14,154.25           $14,867.87           $15,003.46
6/30/92                     $14,692.10           $15,432.84           $15,572.15
9/30/92                     $15,007.05           $15,763.67           $15,986.49
12/31/92                    $15,273.27           $16,043.31           $16,277.36
3/31/93                     $15,782.75           $16,578.47           $16,881.92
6/30/93                     $16,321.17           $17,144.05           $17,434.29
9/30/93                     $16,886.27           $17,737.64           $18,023.56
12/31/93                    $17,061.22           $17,921.41           $18,277.11
3/31/94                     $16,007.22           $16,814.26           $17,273.80
6/30/94                     $16,102.88           $16,914.75           $17,463.96
9/30/94                     $16,106.44           $16,918.48           $17,583.63
12/31/94                    $15,917.81           $16,720.34           $17,332.35
3/31/95                     $17,068.52           $17,929.05           $18,556.93
6/30/95                     $17,423.54           $18,301.98           $19,003.93
9/30/95                     $17,828.08           $18,726.90           $19,550.32


The table below shows the average annual total returns for the one-year,
five-year, and since-inception periods through September 30, 1995, 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
are the average annual total retuns for the one-year and since-inception periods
through September 30, 1995, 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
<TABLE>
<CAPTION>
                                                          Since                                               Since
                                      One       Five    Inception                                  One      Inception
                                      Year      Years    6/30/87                                  Year       2/1/94
                                      ----      -----    -------                                  ----       ------
<S>                                  <C>        <C>      <C>      <C>                               <C>          <C> 
Seligman South Carolina                                           Seligman South Carolina
Tax-Exempt Series                                                 Tax-Exempt Series
   Class A with Sales Charge          5.42%     7.26%    7.26%       Class D with CDSL            8.63%       n/a
   Class A without Sales Charge      10.69      8.30     7.90        Class D without CDSL         9.63        1.09%
Lehman Index                         11.18      8.86     8.46     Lehman Index                   11.18        3.43
</TABLE>

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. Performance data quoted represent changes in price
and assume that all deductions within the periods are invested in additional
shares. The performance of Class D shares will be greater than or less than the
performance shown for Class A shares, based on differences in sales charges and
fees paid by shareholders.

The 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>

<TABLE>
<CAPTION>
====================================================================================================================================
Portfolios of Investments
- ------------------------------------------------------------------------------------------------------------------------------------
                                                           NATIONAL SERIES
                           Face                                                                             Ratings      Market
         State            Amount                              Municipal Bonds                            Moody's/S&P+     Value
         -----            ------                              ---------------                            ------------   ---------
<C>                      <C>         <S>                                                                    <C>        <C>         
Alabama--2.0%            $2,000,000  Tuscaloosa G.O. Warrants, 6 3/4% due 7/1/2020....................      Aaa/AAA    $  2,135,780
Alaska--4.6%                310,000  Alaska Housing Finance Corp. (Collateralized Home Mortgage
                                        Bonds), 7.30% due 6/1/2025....................................      Aaa/AAA         316,054
                          5,000,000  Valdez Marine Terminal Rev. (BP Pipeline Inc. Project),
                                        5 1/2% due 10/1/2028..........................................      A1/AA-        4,536,550
Arizona--2.5%             3,000,000  Phoenix Civic Improvement Corporation (New City Hall Project),
                                        5.10% due 7/1/2028............................................      Aa/AA+        2,673,240
California--4.7%          2,500,000  Rancho Water District Financing Authority Rev.,
                                        5.90% due 11/1/2015...........................................      Aaa/AAA       2,468,000
                          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        2,533,950
Florida--4.5%             2,750,000  Jacksonville Electric Authority (Electric System Rev.),
                                        5 1/4% due 10/1/2028..........................................      Aa1/AA        2,484,130
                          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        2,176,950
Illinois--14.3%           2,000,000  Chicago O'Hare International Airport Rev., 6 3/8% due 1/1/2012...      Aaa/AAA       2,085,440
                          1,000,000  Illinois Health Facilities Authority Rev. (Northwestern Memorial
                                        Hospital), 6.10% due 8/15/2014................................       Aa/AA        1,004,640
                          1,250,000  Illinois Health Facilities Authority Rev. (Edward Hospital Project),
                                        6% due 2/15/2019..............................................        A/A         1,172,425
                          2,500,000  Illinois Health Facilities Authority Rev. (Northwestern Memorial
                                        Hospital), 6% due 8/15/2024...................................       Aa/AA        2,436,225
                          3,000,000  Metropolitan Water Reclamation District of Greater Chicago
                                        G.O.'s Capital Improvement Bonds, 7% due 1/1/2011.............       Aa/AA        3,410,010
                          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       4,885,600
Kansas--2.6%              2,500,000  Burlington Pollution Control Rev. (Kansas Gas & Electric
                                       Co. Project), 7% due 6/1/2031..................................      Aaa/AAA       2,753,125
Kentucky--2.0%            1,880,000  Trimble County Pollution Control Rev. (Louisville
                                       Gas & Electric Co. Project), 7 5/8% due 11/1/2020*.............      Aa2/AA        2,094,264
Massachusetts--2.0%       2,000,000  Massachusetts Health &Education Facilities Authority Rev.
                                       (Amherst College), 6.80% due 11/1/2021.........................      Aa1/AA+       2,142,220
New                       4,000,000  New Hampshire Higher Educational & Health Facilities Authority
 Hampshire--3.5%                          Rev. (Dartmouth College), 5 3/8% due 6/1/2023...............      Aaa/AA+       3,709,760
New York--3.5%            3,500,000  New York City G.O.'s, 7 1/4% due 8/15/2024.......................     Baa1/BBB+      3,662,575
North Dakota--2.0%        2,000,000  Mercer County Pollution Control Rev. (Otter Tail Power Company
                                       Project), 6.90% due 2/1/2019...................................      Aa3/AA-       2,128,080
Oklahoma--6.2%            5,000,000  Oklahoma Industrial Authority Health Facilities Rev. (Sisters
                                        of Mercy Health System, St. Louis, Inc.), 5% due 6/1/2013.....       Aa/AA        4,424,500
                          2,500,000  Oklahoma Industrial Authority Health Facilities Rev. (Sisters
                                        of Mercy Health System, St. Louis, Inc.), 5% due 6/1/2018.....       Aa/AA        2,145,225
South                     2,000,000  Oconee County Pollution Control Rev. (Duke Power Company
 Carolina--4.9%                            Project), 7 1/2% due 2/1/2017..............................      Aa2/AA-       2,241,600
                          3,000,000  South Carolina Public Service Authority Rev., 5 7/8% due 1/1/2023      Aaa/AAA       2,949,600

</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.




18

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                     NATIONAL SERIES (continued)
                           Face                                                                             Ratings      Market
         State            Amount                              Municipal Bonds                            Moody's/S&P+     Value
         -----            ------                              ---------------                            ------------   ---------
<C>                      <C>         <S>                                                                    <C>        <C>         
South Dakota--5.5%       $6,000,000  South Dakota Housing Development Authority Rev.
                                        (Homeownership Mortgage), 6.15% due 5/1/2026*.................      Aa1/AA+     $ 5,745,060
Tennessee--2.9%           3,000,000  Metropolitan Government of Nashville & Davidson County G.O.'s,
                                        6.15% due 5/15/2025...........................................       Aa/AA        3,019,620
Texas--20.1%              3,000,000  Brazos River Authority Pollution Control Rev. (Houston Light &
                                        Power Company Project), 7 7/8% due 11/1/2018*.................       A2/A         3,128,670
                          3,700,000  Harris County Health Facilities Development Corp. Hospital Rev.
                                        (St. Luke's Episcopal Hospital Project), 6 3/4% due 2/15/2021.       Aa/AA        3,860,876
                          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        2,164,440
                          5,500,000  San Antonio Electric & Gas Rev., 5% due 2/1/2017.................      Aa1/AA        4,836,480
                          2,000,000  Texas State Turnpike Authority Rev. (Dallas North Thruway--
                                        Addison Airport Toll Tunnel Project), 6 3/4% due 1/1/2015.....      Aaa/AAA       2,151,780
                          2,880,000  Texas Veterans' Housing Assistance G.O.'s, 6.80% due 12/1/2023*..       Aa/AA        2,949,667
                          2,000,000  Travis County Housing Finance Corporation (Single Family
                                        Mortgage Rev.), 6.95% due 10/1/2027...........................      NR/AAA        2,110,280
Utah--6.5%                7,500,000  Intermountain Power Agency Power Supply Rev.,
                                        5 1/4% due 7/1/2017...........................................      Aa/AA-        6,880,350
Washington--4.0%          4,000,000  Seattle Metropolitan Sewer Rev., 6.60% due 1/1/2032..............      Aaa/AAA       4,194,080
                                                                                                                       ------------
Total Municipal Bonds (Cost $102,647,964)--98.3%......................................................................  103,611,246
Other Assets Less Liabilities--1.7%...................................................................................    1,787,847
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $105,399,093
                                                                                                                       ============
</TABLE>



<TABLE>
<CAPTION>
                                                           COLORADO SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  3,000,000   Adams County, CO Pollution Control Rev. (Public Service Co. of Colorado Project),
                  5 7/8% due 4/1/2014.................................................................      Aaa/AAA     $ 3,026,910
   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       1,659,195
   3,000,000   Colorado Health Facilities Authority Rev. (Sisters of Charity Health Care Systems, Inc.),
                  6% due 5/15/2013....................................................................      Aaa/AAA       3,017,460
   1,630,000   Colorado Health Facilities Authority Rev. (Kaiser Permanente Medical Care Project),
                  9 1/8% due 8/1/2015.................................................................       NR/AA        1,669,348
   1,220,000   Colorado Health Facilities Authority Rev. (Mercy Medical Center of Durango Project),
                  6.20% due 11/15/2015................................................................       A1/A+        1,214,327
   3,000,000   Colorado Health Facilities Authority Rev. (North Colorado Medical Center),
                  6% due 5/15/2020....................................................................      Aaa/AAA       2,992,050
     395,000   Colorado Housing Finance Authority Rev., 7 1/4% due 9/1/2006...........................       NR/NR          411,167
     605,000   Colorado Housing Finance Authority (Single Family Housing Rev.), 7 1/4% due 11/1/2010..      Aa/AA-          607,844
     385,000   Colorado Housing Finance Authority (Single Family Residential Housing Rev.),
                  8% due 3/1/2017.....................................................................       Aa/NR          400,161
</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>

<TABLE>
<CAPTION>
====================================================================================================================================
Portfolios of Investments (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                     COLORADO SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  2,000,000   Colorado Springs, CO Utilities Rev., 5 7/8% due 11/15/2017.............................      Aaa/AAA     $ 2,048,600
   3,500,000   Colorado Springs, CO Utilities Rev., 6 1/8% due 11/15/2020.............................       Aa/AA        3,518,725
   1,000,000   Colorado Water Resources & Power Development Authority (Clean Water Bonds),
                  6 7/8% due 9/1/2011.................................................................      Aa/AA+        1,089,080
   2,000,000   Colorado Water Resources & Power Development Authority (Clean Water Bonds),
                  6% due 9/1/2014.....................................................................       Aa/AA        2,014,960
   1,000,000   Colorado Water Resources & Power Development Authority (Clean Water Rev.),
                  6.30% due 9/1/2014..................................................................       Aa/AA        1,034,380
   2,000,000   Denver, CO City & County (St. Anthony Hospital Systems Rev.), 7 3/4% due 5/1/2014......      Aaa/AAA       2,240,700
   2,500,000   Denver, CO City & County (Sisters of Charity of Leavenworth Health Services
                  Corporation), 5% due 12/1/2023......................................................       Aa/NR        2,134,875
   2,250,000   Denver, CO City & County Excise Tax Rev., 6 1/2% due 9/1/2014..........................      Aaa/AAA       2,363,828
   1,985,000   Fort Collins, CO G.O.'s Water Bonds, 6 3/8% due 12/1/2012..............................       Aa/AA        2,077,203
   3,000,000   Fountain Valley Authority, CO Water Treatment Rev., 6.80% due 12/1/2019................       A1/AA        3,181,500
   1,480,000   Metropolitan Denver, CO Sewer Disposal District No. 001, 6 3/4% due 4/1/2012...........       A1/AA        1,521,351
   3,000,000   Metropolitan Denver, CO Wastewater Reclamation DistrictSewer Rev.,
                  4 3/4% due 4/1/2012.................................................................      Aaa/AAA       2,624,820
   2,000,000   Northgate Public Building Authority, CO (Landowner Assessment Lien),
                  8 1/4% due 12/1/2001**..............................................................       NR/NR        1,120,000
   1,895,000   Northglenn, CO Joint Water & Wastewater Utility, 6.80% due 12/1/2008...................      Aaa/NR        1,980,446
   2,500,000   Platte River Power Authority, CO Power Rev., 6 1/8% due 6/1/2014.......................       Aa/A+        2,534,075
   2,000,000   Pueblo County, CO Single Family Mortgage Rev., 7.05% due 11/1/2027.....................      NR/AAA        2,119,880
   3,000,000   University of Colorado Hospital Authority Hospital Rev., 6.40% due 11/15/2022..........      Aaa/AAA       3,106,560
   2,000,000   Westminster, CO (Adams & Jefferson Counties) Sales & Use Tax Rev., 7% due 12/1/2008....      Aaa/AAA       2,227,500
                                                                                                                       ------------
Total Municipal Bonds (Cost $52,758,021)--97.9%.......................................................................   53,936,945
Variable Rate Demand Notes (Cost $200,000)--0.4%......................................................................      200,000
Other Assets Less Liabilities--1.7%...................................................................................      913,638
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $ 55,050,583
                                                                                                                       ============
</TABLE>

<TABLE>
<CAPTION>
                                                           GEORGIA SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$   1,095,000  Augusta, GA Water & Sewer Rev., 6 1/2% due 5/1/2011....................................       A/NR       $ 1,159,101
    1,000,000  Cartersville, GA Development Authority Rev. Water & Wastewater Facilities
                  (Anheuser-Busch), 7.40% due 11/1/2010*..............................................      A1/AA-        1,164,880
    2,000,000  Cartersville, GA Development Authority Rev. Water & Wastewater Facilities
                  (Anheuser-Busch), 6 3/4% due 2/1/2012*..............................................      A1/AA-        2,089,840
      750,000  Chatham County Hospital Authority, GA Rev. (Memorial Medical Center, Inc.),
                  7% due 1/1/2021.....................................................................      Aaa/AAA         826,762
    1,000,000  Clayton County, GA Water Authority Water & Sewerage Rev., 5 1/4% due 5/1/2012..........      Aaa/AAA         943,880
   16,030,000  Colquitt County, GA Development Authority Rev., Zero Coupon Bond due 12/1/2021.........      Aaa/NR        2,674,445

</TABLE>

- ----------------
 * Interest income earned from this security is subject to the federal
   alternative minimum tax.
 + Ratings have not been audited by Deloitte & Touche LLP.
** Non-income producing, security in default.
See notes to financial statements.

20
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     GEORGIA SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$   2,000,000  Columbia County, GA School District G.O.'s, 6 1/4% due 4/1/2013........................      Aaa/AAA     $ 2,079,620
    1,000,000  Columbia County, GA Water & Sewerage Rev., 6 1/4% due 6/1/2012.........................      Aaa/AAA       1,033,690
    5,000,000  DeKalb County, GA Water & Sewerage Rev., 5 3/4% due 10/1/2006..........................      Aaa/AAA       5,344,950
    1,000,000  DeKalb County, GA Water & Sewerage Rev., 7% due 10/1/2014..............................      Aaa/AA        1,127,890
    1,000,000  DeKalb County, GA Water & Sewerage Rev., 5 1/4% due 10/1/2023..........................       Aa/AA          919,120
      700,000  DeKalb Private Hospital Authority, GA Rev. (Emory University Project),
                  6 3/4% due 4/1/2017.................................................................      Aa1/AA-         725,998
      300,000  DeKalb Private Hospital Authority, GA Rev. (Emory University Project), 7% due 4/1/2021.      Aa1/AA-         316,800
    1,000,000  Fayette County, GA School District G.O.'s, 6 1/8% due 3/1/2015.........................       Aa/A+        1,020,390
    1,500,000  Fulco Hospital Authority, GA Rev. (Georgia Baptist Health Care System Project),
                  6 3/8% due 9/1/2022.................................................................      Baa1/NR       1,411,080
    3,000,000  Fulton County, GA School District G.O.'s, 5 5/8% due 1/1/2021..........................       Aa/AA        2,888,220
    1,250,000  Gainesville, GA Water & Sewerage Rev., 5 1/4% due 11/15/2010...........................      Aaa/AAA       1,214,338
    2,975,000  Georgia Housing & Finance Authority Rev. (Single Family Mortgage),
                  5 1/4% due 12/1/2020................................................................      Aa/AA+        2,627,193
    3,000,000  Georgia Municipal Electric Authority Rev., 6% due 1/1/2026.............................      Aaa/AAA       2,974,800
    2,000,000  Georgia Municipal Gas Authority Rev. (Southern Storage Gas Project),
                  6.40% due 7/1/2014..................................................................       NR/A-        2,033,940
      425,000  Georgia Residential Finance Authority Homeownership Mortgage Rev.,
                  7.20% due 12/1/2011*................................................................      Aa/AA+          447,653
    1,000,000  Georgia State G.O.'s, 5 3/4% due 2/1/2011..............................................      Aaa/AA+       1,030,540
    1,500,000  Gwinnett County, GA Hospital Authority Rev. Anticipation Certificates
                  (Gwinnett Hospital System, Inc. Project), 5% due 9/1/2019...........................      Aaa/AAA       1,324,530
    1,000,000  Gwinnett County, GA School District G.O.'s, 6.40% due 2/1/2012.........................      Aa1/AA        1,097,230
      735,000  Gwinnett County, GA Water & Sewerage Authority Rev., 6 1/2% due 8/1/2006...............      Aa1/AA+         742,548
    1,500,000  Henry County School District, GA G.O.'s, 6.45% due 8/1/2011............................       A1/A+        1,628,475
    1,000,000  Metropolitan Atlanta Rapid Transit Authority, GA Sales Tax Rev., 7 1/4% due 7/1/2010...      A1/AA-        1,097,980
      500,000  Metropolitan Atlanta Rapid Transit Authority, GA Sales Tax Rev., 6 1/4% due 7/1/2018...      A1/AA-          522,340
    2,000,000  Monroe County, GA Development Authority Pollution Control Rev. (Georgia Power
                  Company Plant-- Scherer Project), 6% due 7/1/2025...................................      Aaa/AAA       1,983,320
    2,500,000  Private Colleges & Universities Authority, GA (Spelman College Project),
                  6.20% due 6/1/2014..................................................................      Aaa/AAA       2,566,450
      500,000  Private Colleges & Universities Authority, GA (Emory University Project),
                  6 7/8% due 5/1/2015.................................................................      Aa1/AA-         507,265
    1,500,000  Private Colleges & Universities Authority, GA (Mercer University Project),
                  6 1/2% due 11/1/2015................................................................      Aaa/AAA       1,646,130
    3,000,000  Private Colleges & Universities Authority, GA (Agnes Scott College Project),
                  5 5/8% due 6/1/2023.................................................................      Aa/AA-        2,879,940
      500,000  Private Colleges & Universities Authority, GA (Emory University Project),
                  6.40% due 10/1/2023.................................................................      Aa1/AA-         513,400
    2,000,000  Puerto Rico Highway & Transportation Authority Highway Rev., 5 1/2% due 7/1/2019.......      Baa1/A        1,850,260
    1,000,000  Putnam County, GA Development Authority Pollution Control Rev. (Georgia Power
                  Company Plant), 7 1/4% due 7/1/2021.................................................      Aaa/AAA       1,044,340
</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>

<TABLE>
<CAPTION>
====================================================================================================================================
Portfolios of Investments (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                     GEORGIA SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  2,000,000   Savannah, GA Airport Rev., 6 1/4% due 1/1/2015*........................................      Aaa/AAA     $ 2,037,120
   3,505,000   Washington, GA Wilkes Payroll Development Authority Rev., Zero Coupon Bond
                  due 12/1/2021.......................................................................      Aaa/NR          577,449
                                                                                                                       ------------
Total Municipal Bonds (Cost $57,180,931)--97.2%.......................................................................   58,073,907
Variable Rate Demand Notes (Cost $500,000)--0.8%......................................................................      500,000
Other Assets Less Liabilities--2.0%...................................................................................    1,183,528
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $ 59,757,435
                                                                                                                       ============
</TABLE>

<TABLE>
<CAPTION>


                                                          LOUISIANA SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  1,055,000   Alexandria, LA Utilities Rev., 5.30% due 5/1/2013......................................      Aaa/AAA      $  991,710
   3,000,000   Bastrop, LA Industrial Development Board Pollution Control Rev. (International Paper
                  Company Project), 6.90% due 3/1/2007................................................       A3/A-        3,208,980
   2,420,000   East Baton Rouge Parish, LA Mortgage Finance Authority (Single Family
                  Mortgage Rev.), 5.40% due 10/1/2025.................................................      Aaa/NR        2,125,075
   1,000,000   East Baton Rouge Parish, LA Public Improvement Sales & Use Tax Rev.,
                  7 1/4% due 2/1/2009.................................................................      Aaa/AAA       1,098,520
   3,000,000   East Baton Rouge Parish, LA Public Improvement Sales & Use Tax Rev.,
                  5.90% due 2/1/2018..................................................................      Aaa/AAA       2,963,040
   3,500,000   East Baton Rouge Parish, LA  Sales Tax Rev., 4.90% due 2/1/2016........................      Aaa/AAA       3,088,260
   2,000,000   Houma, LA Utilities Rev., 6 1/4% due 1/1/2012..........................................      Aaa/AAA       2,078,020
   2,000,000   Jefferson Parish, LA Home Mortgage Authority (Single Family Mortgage Rev.),
                  6% due 12/1/2024*...................................................................       Aa/NR        1,877,160
   1,000,000   Jefferson Parish School Board, LA Sales Tax School Bonds, 6 1/4% due 2/1/2008..........      Aaa/AAA       1,053,630
   1,250,000   Lafayette, LA Public Improvement Sales Tax Rev., 5 1/2% due 3/1/2009...................      Aaa/AAA       1,246,400
   3,000,000   Lafayette, LA Public Improvement Sales Tax Rev., 5.20% due 5/1/2011....................      Aaa/AAA       2,828,490
   2,000,000   Louisiana Public Facilities Authority Hospital Rev. (Southern Baptist Hospitals Inc. Project),
                  6.80% due 5/15/2012.................................................................      Aaa/AAA       2,273,420
   2,250,000   Louisiana Public Facilities Authority Hospital Rev. (General Health Inc.),
                  6 1/2% due 11/1/2014................................................................      Aaa/AAA       2,304,810
   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       1,039,170
   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       2,060,520
   3,000,000   Louisiana Public Facilities Authority Hospital Rev. (General Health Inc.),
                  6% due 11/1/2022....................................................................      Aaa/AAA       2,960,250
   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        2,796,575
   1,900,000   Louisiana Public Facilities Authority Rev. (Sisters of Mercy Health System, St. Louis, Inc.),
                  5% due 6/1/2019.....................................................................       Aa/AA        1,670,005
   3,000,000   Louisiana Public Facilities Authority Rev. (Tulane University), 5 3/4% due 2/15/2021...      Aaa/AAA       2,917,830

</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.


22
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    LOUISIANA SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  4,000,000   Louisiana State G.O.'s, 6 1/2% due 5/1/2011............................................      Aaa/AAA     $ 4,245,720
   1,000,000   Louisiana State University & Agricultural & Mechanical College Auxiliary Rev.,
                  5 3/4% due 7/1/2014.................................................................      Aaa/AAA         984,120
     190,000   Ouachita Parish, LA Industrial Development Rev. (International Paper Company),
                  6 1/2% due 4/1/2006.................................................................       NR/NR          189,141
     500,000   Saint Bernard Parish, LA Water and Sewer Commission Water & Sewer Rev.,
                  8% due 8/1/2006.....................................................................      Aaa/AAA         526,565
   1,250,000   Saint Charles Parish, LA Environmental Improvement Rev. (Louisiana Power
                  and Light Company Project), 6.20% due 5/1/2023*.....................................     Baa2/BBB       1,170,262
   2,960,000   Saint Charles Parish, LA Waterworks & Wastewater District Utility Rev.,
                  7.15% due 7/1/2016..................................................................      Aaa/AAA       3,309,606
   1,000,000   Saint Tammany, LA Public Trust Financing Authority (Single Family Mortgage Rev.),
                  7.20% due 7/1/2010..................................................................      NR/AAA        1,062,700
   1,555,000   Shreveport, LA G.O.'s, 7 1/2% due 4/1/2006.............................................      Aaa/AAA       1,747,742
   2,000,000   Shreveport, LA Water & Sewer Rev., 7 1/8% due 12/1/2014................................      Aaa/AAA       2,127,760
   2,050,000   Sulphur, LA Housing & Mortgage Finance Trust (Residential Mortgage Rev.),
                  7 1/4% due 12/1/2010................................................................      Aaa/AAA       2,248,789
   3,000,000   Tangipahoa Parish, LA Hospital Service District No. 1 Rev. (Northoaks Medical Center),
                  6 1/4% due 2/1/2024.................................................................      Aaa/AAA       3,045,270
                                                                                                                       ------------
Total Municipal Bonds (Cost $59,271,306)--98.1%.......................................................................   61,239,540
Variable Rate Demand Notes (Cost $200,000)--0.3%......................................................................      200,000
Other Assets Less Liabilities--1.6%...................................................................................    1,013,452
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $ 62,452,992
                                                                                                                       ============
</TABLE>

<TABLE>
<CAPTION>
                                                               MARYLAND SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  3,000,000   Anne Arundel County, MD Pollution Control Rev. (Baltimore Gas and
                  Electric Company Project), 6% due 4/1/2024..........................................       A2/A       $ 2,995,890
   2,000,000   Baltimore, MD Consolidated Public Improvement G.O.'s, 6 3/8% due 10/15/2006............      Aaa/AAA       2,241,960
   2,500,000   Baltimore, MD Port Facilities Rev. (Consolidated Coal Sales Co. Project),
                  6 1/2% due 10/1/2011................................................................      Aa3/AA        2,710,800
   2,000,000   Frederick County, MD Public Facilities G.O.'s, 6.30% due 7/1/2011......................      Aaa/AA-       2,221,640
   2,000,000   Howard County, MD Metropolitan District Project G.O.'s, 5 1/2% due 8/15/2022...........      Aa1/AA+       1,905,580
   4,000,000   Maryland Capital Improvement G.O.'s, 5.20% due 4/15/2006...............................      Aaa/AAA       4,081,320
   1,000,000   Maryland Community Development Administration Dept. of Economic & Community
                  Development (Single Family Program), 7 3/4% due 4/1/2009............................       Aa/NR        1,050,780
   2,000,000   Maryland Community Development Administration Dept. of Housing & Community
                  Development (Multi-Family Housing), 7.70% due 5/15/2020*............................       Aa/NR        2,141,220
   2,500,000   Maryland Community Development Administration Dept. of Housing & Community
                  Development (Single Family Program), 6.80% due 4/1/2024*............................       Aa/NR        2,568,550

</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>

<TABLE>
<CAPTION>
====================================================================================================================================
Portfolios of Investments (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                     MARYLAND SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  2,500,000   Maryland Community Development Administration Dept. of Housing & Community
                  Development (Multi-Family Housing), 6.70% due 5/15/2027.............................       Aa/NR      $ 2,558,850
   3,000,000   Maryland Health & Higher Educational Facilities Authority Rev. (Johns Hopkins
                  University), 7 1/2% due 7/1/2020....................................................      Aa1/AA-       3,299,190
   2,750,000   Maryland Health & Higher Educational Facilities Authority Rev. (Ann Arundel Medical
                  Center), 5% due 7/1/2023............................................................      Aaa/AAA       2,390,218
   2,000,000   Maryland Health & Higher Educational Facilities Authority Rev. (Suburban Hospital),
                  5 1/8% due 7/1/2021.................................................................       A1/A         1,697,780
   3,000,000   Maryland Health & Higher Educational Facilities Authority Rev. (Francis Scott Key
                  Medical Center), 5% due 7/1/2023....................................................      Aaa/AAA       2,607,510
   1,000,000   Maryland National Capital Park & Planning Commission G.O.'s (Prince George's County),
                  6.90% due 7/1/2010..................................................................       Aa/AA        1,089,680
   2,000,000   Maryland Transportation Authority Rev. (Baltimore/Washington International
                  Airport Project), 6 1/4% due 7/1/2014*..............................................      Aaa/AAA       2,061,340
   3,000,000   Maryland Transportation Authority Rev. Transportation Facilities Projects, 5 3/4%
                  due 7/1/2015........................................................................       A1/A+        2,947,590
   1,000,000   Maryland Water Quality Financing Administration Revolving Loan Fund Rev.,
                  6.70% due 9/1/2013..................................................................       Aa/AA        1,123,560
   1,000,000   Maryland Water Quality Financing Administration Revolving Loan Fund Rev.,
                  7.10% due 9/1/2013..................................................................       Aa/AA        1,143,540
   2,500,000   Montgomery County, MD Consolidated Public Improvement G.O.'s,
                  4.90% due 10/1/2013.................................................................      Aaa/AAA       2,268,775
     220,000   Montgomery County, MD Housing Opportunities Commission (Multi-Family
                  Housing Rev.), 9 3/8% due 7/1/2015..................................................       Aa/NR          224,400
     455,000   Montgomery County, MD Housing Opportunities Commission (Single Family
                  Mortgage Rev.), 7 3/8% due 7/1/2017.................................................       Aa/NR          484,088
   2,000,000   Northeast Maryland Waste Disposal Authority Solid Waste Rev. (Montgomery County
                  Resource Recovery Project), 6.30% due 7/1/2016*.....................................       A/NR         2,014,200
     280,000   Puerto Rico Housing Finance Corporation (Single Family Mortgage Rev. Portfolio 1),
                  7.80% due 10/15/2021................................................................      Aaa/AAA         298,757
   1,000,000   Puerto Rico Housing Finance Corporation (Single Family Mortgage Rev. Portfolio 1-C),
                  6.85% due 10/15/2023................................................................      Aaa/AAA       1,046,380
   1,500,000   University of Maryland Auxiliary Facilities and Tuition Rev., 6 1/2% due 4/1/2011......      NR/AAA        1,646,940
   2,500,000   Washington Suburban Sanitary District, MD, 6 1/2% due 1/1/2016.........................      Aa1/AA        2,663,800
                                                                                                                       ------------
Total Municipal Bonds (Cost $51,563,137)--94.0%.......................................................................   53,484,338
Variable Rate Demand Notes (Cost $2,400,000)--4.2%....................................................................    2,400,000
Other Assets Less Liabilities--1.8%...................................................................................    1,035,695
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $ 56,920,033
                                                                                                                       ============
</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>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                        MASSACHUSETTS SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  5,000,000   Boston, MA Water & Sewer Commission General Rev., 5 1/4% due 11/1/2019.................        A/A       $ 4,554,750
   2,000,000   Boston, MA Water & Sewer Commission General Rev., 7 1/8% due 11/1/2009.................      Aaa/AAA       2,239,280
   3,000,000   Boston, MA Water & Sewer Commission General Rev., 7.10% due 11/1/2019..................      Aaa/AAA       3,356,130
   5,000,000   Massachusetts Bay Transportation Authority Transportation System Rev.,
                  6.10% due 3/1/2023..................................................................       A1/A+        4,999,700
   1,665,000   Massachusetts Education Loan Authority Education Loan Rev., 8% due 6/1/2002............      NR/AAA        1,743,172
   3,000,000   Massachusetts Health & Educational Facilities Authority Rev. (Daughters of Charity
                  National Health Systems--Carney Hospital), 6% due 7/1/2009..........................       Aa/NR        3,054,390
   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        2,521,250
     915,000   Massachusetts Health & Educational Facilities Authority Rev. (Youville Hospital),
                  9.10% due 8/1/2015..................................................................       NR/NR          952,176
   7,500,000   Massachusetts Health & Educational Facilities Authority Rev. (Harvard University),
                  5 1/2% due 12/1/2015................................................................      Aaa/AAA       7,364,925
   2,500,000   Massachusetts Health & Educational Facilities Authority Rev. (Lahey Clinic
                  Medical Center), 7 5/8% due 7/1/2018................................................      Aaa/AAA       2,763,550
   5,000,000   Massachusetts Health & Educational Facilities Authority Rev. (Newton-Wellesley
                  Hospital), 6% due 7/1/2018..........................................................      Aaa/AAA       4,968,750
   3,295,000   Massachusetts Health & Educational Facilities Authority Rev. (Tufts University),
                  7.40% due 8/1/2018..................................................................      AAA/A+        3,630,826
     705,000   Massachusetts Health & Educational Facilities Authority Rev. (Tufts University),
                  7.40% due 8/1/2018..................................................................       A1/A+          778,257
   2,500,000   Massachusetts Health & Educational Facilities Authority Rev. (Suffolk University),
                  8 1/8% due 7/1/2020.................................................................      Baa/BBB       2,890,850
   2,000,000   Massachusetts Health & Educational Facilities Authority Rev. (Boston College),
                  6 5/8% due 7/1/2021.................................................................      Aaa/AAA       2,123,420
   1,000,000   Massachusetts Health & Educational Facilities Authority Rev. (Suffolk University),
                  6.35% due 7/1/2022..................................................................      NR/AAA        1,024,120
   5,000,000   Massachusetts Health & Educational Facilities Authority Rev. (Brigham & Women's
                  Hospital), 6 3/4% due 7/1/2024......................................................       A1/A+        5,194,650
   3,000,000   Massachusetts Health & Educational Facilities Authority Rev. (New England
                  Medical Center), 5 3/8% due 7/1/2024................................................      Aaa/AAA       2,767,320
   1,000,000   Massachusetts Health & Educational Facilities Authority Rev. (New England
                  Medical Center), 6 5/8% due 7/1/2025................................................      Aaa/AAA       1,060,820
   1,600,000   Massachusetts Housing Finance Agency Rev. (Residential Development),
                  6 1/4% due 11/15/2012...............................................................      Aaa/AAA       1,613,120
   4,705,000   Massachusetts Housing Finance Agency Rev. (Single Family Housing Rev.),
                  7.30% due 6/1/2014..................................................................       Aa/A+        4,878,332
   3,195,000   Massachusetts Industrial Finance Agency Rev. (Phillips Academy), 5 3/8% due 9/1/2023...      Aa1/AA        2,946,110
     755,000   Massachusetts Municipal Wholesale Electric Company Power Supply System Rev.,
                  6 3/4% due 7/1/2017.................................................................      A/BBB+          798,820
   2,450,000   Massachusetts Special Obligation Rev. (Highway Improvement Loan), 6% due 6/1/2013......       A1/AA        2,459,089
   2,500,000   Massachusetts Special Obligation Rev. (Highway Improvement Loan),
                  5.80% due 6/1/2014..................................................................      A1/AA-        2,463,325
   5,000,000   Massachusetts State Consolidated Loan G.O.'s, 7% due 12/1/2010.........................      Aaa/A+        5,575,550


</TABLE>

- ----------------
+ Ratings have not been audited by Deloitte & Touche LLP.
See notes to financial statements.


                                                                              25
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
Portfolios of Investments (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                  MASSACHUSETTS SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  5,000,000   Massachusetts State Consolidated Loan G.O.'s, 5 3/4% due 5/1/2012......................      Aaa/AAA     $ 5,040,100
   5,000,000   Massachusetts State Consolidated Loan G.O.'s, 4 7/8% due 10/1/2013.....................       A1/A+        4,466,750
   8,475,000   Massachusetts State Port Authority Rev., 7 1/8% due 7/1/2012...........................       Aa/AA        8,590,684
   5,500,000   Massachusetts State Water Resources Authority Rev., 6% due 8/1/2024....................      Aaa/AAA       5,462,105
   5,000,000   Massachusetts Turnpike Authority Turnpike Rev., 5 1/8% due 1/1/2023....................      Aaa/AAA       4,434,200
     730,000   Puerto Rico Electric Power Authority Power Rev., 7 1/8% due 7/1/2014...................      Baa1/A-         790,481
   1,000,000   Puerto Rico Highway & Transportation Authority Highway Rev., 5 1/2% due 7/1/2019.......      Baa1/A          925,130
   2,750,000   Puerto Rico Port Authority Rev., 6% due 7/1/2021*......................................      Aaa/AAA       2,749,670
   1,230,000   Virgin Islands Port Authority Rev. (Marine Division), 10 1/8% due 11/1/2005............       NR/NR        1,262,029
                                                                                                                       ------------
Total Municipal Bonds (Cost $109,246,218)--96.4%......................................................................  112,443,831
Variable Rate Demand Notes (Cost $2,400,000)--2.1%....................................................................    2,400,000
Other Assets Less Liabilities--1.5%...................................................................................    1,757,580
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $116,601,411
                                                                                                                       ============
</TABLE>

<TABLE>
<CAPTION>

                                                           MICHIGAN SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  5,000,000   Capital Region Airport Authority, MI Airport Rev., 6.70% due 7/1/2021*.................      Aaa/AAA     $ 5,294,400
   5,000,000   Clarkston Community Schools, MI G.O.'s, 5 3/4% due 5/1/2016............................      Aaa/AAA       4,946,150
   5,000,000   Detroit, MI Distributable State Aid G.O.'s, 7.20% due 5/1/2009.........................      Aaa/AAA       5,554,150
   6,000,000   Detroit, MI Water Supply System Rev., 6 1/4% due 7/1/2012..............................      Aaa/AAA       6,224,280
   1,500,000   Eastern Michigan University Rev. (Board of Regents), 6 3/8% due 6/1/2014...............      Aaa/AAA       1,558,935
   3,000,000   Grand Haven, MI Electric System Rev., 5 1/4% due 7/1/2013..............................      Aaa/AAA       2,802,510
   7,000,000   Grand Rapids, MI Water Supply System Rev., 5 3/4% due 1/1/2018.........................      Aaa/AAA       6,785,800
   1,000,000   Grand Traverse County, MI Hospital Finance Authority (Munson Healthcare
                  Obligated Group), 6 1/4% due 7/1/2012...............................................      Aaa/AAA       1,032,510
   1,500,000   Grand Traverse County, MI Hospital Finance Authority (Munson Healthcare
                  Obligated Group), 6 1/4% due 7/1/2022...............................................      Aaa/AAA       1,525,065
   3,240,000   Holland School District, MI G.O.'s, 6 1/4% due 5/1/2007................................      Aaa/AAA       3,479,404
   3,000,000   Holland School District, MI G.O.'s (School Building and Site Bonds), 7 3/8% due 5/1/2019     NR/NR         3,250,440
   3,000,000   Jackson County, MI Hospital Finance Authority Rev. (W.A. Foote Memorial Hospital),
                  7 1/4% due 6/1/2012.................................................................       NR/NR        3,196,440
   4,000,000   Jackson County, MI Hospital Finance Authority Rev. (W.A. Foote Memorial Hospital),
                  5 1/4% due 6/1/2023.................................................................      Aaa/AAA       3,587,080
   5,000,000   Kent County, MI Airport Rev., 6.10% due 1/1/2025*......................................      Aa/AAA        5,007,450
   1,250,000   Kent County, MI Building Authority G.O.'s (Correctional Facility Improvements),
                  6% due 12/1/2009....................................................................      Aa/AAA        1,300,762
   5,000,000   Kent County, MI Refuse Disposal System G.O.'s, 8.40% due 11/1/2010.....................      Aa/AAA        5,525,800
   2,775,000   Kentwood, MI Public Schools Building & Site G.O.'s, 6.40% due 5/1/2015.................       Aa/A+        2,876,676
   1,250,000   Lansing, MI Water Supply & Electric Utility System Rev., 5 3/4% due 7/1/2002...........       Aa/AA        1,294,587

</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.


26
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                     MICHIGAN SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  1,250,000   Lansing, MI Water Supply & Electric Utility System Rev., 5 3/4% due 7/1/2003...........       Aa/AA      $ 1,292,650
   2,750,000   Michigan Municipal Bond Authority Rev. (Local Government Loan Program),
                  4 3/4% due 12/1/2009................................................................      Aaa/AAA       2,530,743
   4,000,000   Michigan Municipal Bond Authority Rev. (Local Government Loan Program--Group 2),
                  7.30% due 5/1/2016..................................................................      NR/AAA        4,157,360
   3,000,000   Michigan Public Power Agency Rev. (Belle River Project), 5 1/4% due 1/1/2018...........      A1/AA-        2,766,750
   2,500,000   Michigan State Building Authority Series II, 6% due 10/1/2009..........................      Aaa/AAA       2,565,750
   4,000,000   Michigan State Building Authority Rev., 6 1/4% due 10/1/2020...........................      A1/AA-        4,042,520
   1,750,000   Michigan State Comprehensive Transportation Rev., 7 5/8% due 5/1/2011..................      A1/AA-        1,930,320
   2,500,000   Michigan State Comprehensive Transportation Rev., 7 3/4% due 8/1/2011..................       NR/NR        2,581,200
   6,500,000   Michigan State G.O.'s (Environmental Protection Program), 5.40% due 11/1/2019..........       A1/AA        6,021,535
   2,000,000   Michigan State Hospital Finance Authority Hospital Rev. (Sparrow Obligated Group),
                  6 1/2% due 11/15/2011...............................................................      Aaa/AAA       2,094,800
   5,000,000   Michigan State Hospital Finance Authority Hospital Rev. (St. John Hospital),
                  5 3/4% due 5/15/2016................................................................      Aaa/AAA       4,904,900
   5,000,000   Michigan State Hospital Finance Authority Hospital Rev. (Henry Ford Health System),
                  5 3/4% due 9/1/2017.................................................................      Aaa/AAA       4,848,300
   1,250,000   Michigan State Hospital Finance Authority Hospital Rev. (Crittenton Hospital),
                  6 3/4% due 3/1/2020.................................................................      Aaa/AAA       1,321,050
   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        1,071,670
   5,000,000   Michigan State Hospital Finance Authority Hospital Rev. (Detroit Medical Center),
                  6 1/2% due 8/15/2018................................................................        A/A         5,032,050
   2,500,000   Michigan State Housing Development Authority Rev. (Single Family Mortgage),
                  6.80% due 12/1/2016.................................................................      NR/AA+        2,604,000
   5,000,000   Michigan State Housing Development Authority Rev. (Rental Housing),
                  6.65% due 4/1/2023..................................................................       NR/A+        5,101,650
   3,000,000   Michigan State Strategic Fund Pollution Control Rev. (Detroit Edison Company),
                  6 1/2% due 2/15/2016................................................................      Aaa/AAA       3,155,310
   5,000,000   Michigan State Strategic Fund Pollution Control Rev. (General Motors Corp.),
                  6.20% due 9/1/2020..................................................................      Aa/BBB+       5,020,500
   5,000,000   Michigan State Trunk Line Rev., 5 1/2% due 10/1/2021...................................      A1/AA-        4,660,350
   2,000,000   Midland, MI Water Supply System Rev., 7.20% due 4/1/2010...............................       A/A+         2,147,940
   5,000,000   University of Michigan Hospital Rev., 6 3/8% due 12/1/2024.............................       Aa/AA        5,077,300
   5,000,000   Wayne, MI State University Rev., 5.65% due 11/15/2015..................................      Aaa/AAA       4,867,800
   3,000,000   Wyandotte, MI Electric Rev., 6 1/4% due 10/1/2017......................................      Aaa/AAA       3,085,170
                                                                                                                       ------------
Total Municipal Bonds (Cost $141,921,528)--97.0%......................................................................  148,124,057
Variable Rate Demand Notes (Cost $2,000,000)--1.3%....................................................................    2,000,000
Other Assets Less Liabilities--1.7%...................................................................................    2,637,109
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $152,761,166
                                                                                                                       ============
</TABLE>

- ----------------
+ Ratings have not been audited by Deloitte & Touche LLP.
See notes to financial statements.




                                                                              27
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
Portfolios of Investments (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                          MINNESOTA SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  6,250,000   Becker, MN Pollution Control Rev. (Northern States Power Company),
                  6.80% due 4/1/2007..................................................................       A2/A+      $ 6,727,375
   2,000,000   Breckenridge, MN Hospital Facility Rev. (Franciscan Sisters Health Care, Inc.),
                  9 3/8% due 9/1/2017.................................................................       NR/NR        2,221,660
   3,000,000   Dakota County, MN G.O.'s Capital Improvement, 7.30% due 2/1/2008.......................       A1/NR        3,195,870
   5,000,000   Edina, MN Housing Development Rev. (Edina Park Plaza Project), 7.70% due 12/1/2028.....       Aa/NR        5,297,650
   2,000,000   Goodhue County, MN Hospital Facilities Rev. (St. John's Regional Health Center),
                  8 3/4% due 9/1/2016.................................................................       NR/NR        2,204,360
   1,200,000   Lakeville, MN Independent School District No. 194 G. O.'s, 6.70% due 2/1/2015..........      Aaa/AAA       1,288,584
     700,000   Lewiston, MN First Mortgage Nursing Home Rev. (Deloughery Home Project),
                  9.80% due 1/15/2013.................................................................       NR/A-          757,498
   7,500,000   Minneapolis, MN Community Development Agency Tax Increment Rev., Zero Coupon
                  Bond due 9/1/2003...................................................................      Aaa/AAA       5,067,675
   5,500,000   Minneapolis, MN Community Development Agency Tax Increment Rev., Zero Coupon
                  Bond due 9/1/2004...................................................................      Aaa/AAA       3,506,250
   3,000,000   Minneapolis-St. Paul Metropolitan Area (Metropolitan Council of the Twin Cities), MN,
                  5 1/2% due 12/1/2006................................................................      Aaa/AAA       3,008,370
   1,400,000   Minneapolis-St. Paul Metropolitan Area (Metropolitan Council of the Twin Cities), MN,
                  5 1/2% due 12/1/2012................................................................      Aaa/AAA       1,380,764
   3,000,000   Minneapolis-St. Paul, MN Housing & Redevelopment Authority Health Care Rev.
                  (Children's Health Care), 5 1/2% due 8/15/2025......................................      Aaa/AAA       2,848,260
   5,500,000   Minneapolis, MN G.O.'s, 6 1/2% due 3/1/2013............................................      Aaa/AAA       5,739,250
   2,000,000   Minneapolis, MN Hospital Facilities Rev. (Lifespan, Inc.--Abbott-Northwestern
                  Hospital, Inc.), 7 7/8% due 12/1/2014...............................................      Aaa/AAA       2,192,260
   1,500,000   Minneapolis, MN Tax Increment Rev., 7% due 3/1/2003....................................      Aaa/AAA       1,592,505
     940,000   Minnesota Housing Finance Agency (Housing Development), 6 1/4% due 2/1/2020............       A1/AA          944,117
   5,000,000   Minnesota Housing Finance Agency (Single Family Mortgage), 6.85% due 1/1/2024*.........      Aa/AA+        5,155,100
   5,500,000   Minnesota Public Facilities Authority Water Pollution Control Rev., 7.10% due 3/1/2012.      NR/AAA        6,012,600
   2,500,000   North Suburban Hospital District, MN Anoka & Ramsey Counties
                  Hospital Rev. (Health Central System Project), 10% due 10/1/2014....................      Aaa/NR        2,575,800
   5,000,000   Northern Municipal Power Agency, MN Electric System Rev., 7 1/4% due 1/1/2016..........        A/A         5,488,500
   2,500,000   Northern Municipal Power Agency, MN Electric System Rev., 7.40% due 1/1/2018...........      Aaa/AAA       2,772,325
   5,000,000   Olmsted County, MN Housing & Redevelopment Authority Public Facility Rev.,
                  7% due 2/1/2013.....................................................................      Aaa/AA+       5,571,900
   2,000,000   Ramsey & Washington Counties, MN Resource Recovery Rev. (Northern States Power
                  Company Project), 6 3/4% due 12/1/2006..............................................      A1/AA-        2,160,360
   4,000,000   Rochester, MN Health Care Facilities Rev. (Mayo Foundation/Mayo Medical Center),
                  7.45% due 11/15/2006................................................................      NR/AA+        4,526,840
   4,500,000   Rochester, MN Health Care Facilities Rev. (Mayo Foundation/Mayo Medical Center),
                  6 1/4% due 11/15/2014...............................................................      NR/AA+        4,644,720
   1,000,000   Rochester, MN Health Care Facilities Rev. (Mayo Foundation/Mayo Medical Center),
                  6 1/4% due 11/15/2021...............................................................      NR/AA+        1,024,340
   1,275,000   Saint Cloud, MN Hospital Facilities Rev. (Saint Cloud Hospital), 6 3/4% due 7/1/2011...      Aaa/AAA       1,379,116
   2,000,000   Saint Cloud, MN Hydroelectric Generation Facility Gross Rev., 7 3/8% due 12/16/2018....       NR/A-        2,102,200

</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.

28
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                    MINNESOTA SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  1,575,000   Saint Paul, MN Housing & Redevelopment Authority Healthcare Facility Rev.
                  (Children's Hospital), 7% due 12/1/2019.............................................       A/A+       $ 1,671,784
     301,897   Saint Paul, MN Science Museum Facilities Rev. (Science Museum of Minnesota Project),
                  7 1/2% due 12/15/2001...............................................................      NR/AAA          328,471
   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        3,422,550
     765,000   Saint Paul Port Authority, MN Industrial Development Rev. Series E, 9 1/8% due 10/1/2010     NR/CCC          683,726
   4,125,000   Saint Paul Port Authority, MN Industrial Development Rev. Series L, 7 1/2% due 12/1/2010     NR/CCC        3,182,025
     685,000   Saint Paul Port Authority, MN Industrial Development Rev. Series V, 10 1/4%
                  due 12/1/2013.......................................................................      NR/CCC          668,313
     250,000   Saint Paul Port Authority, MN Industrial Development Rev. Series H, 9 1/8% due 12/1/2014     NR/CCC          220,865
   1,500,000   Saint Paul Port Authority, MN Industrial Development Rev. Series I, 9 1/8% due 12/1/2014     NR/CCC        1,325,190
     250,000   Saint Paul Port Authority, MN Industrial Development Rev. Series L, 9 3/4% due 12/1/2014     NR/CCC          233,608
     750,000   Saint Paul Port Authority, MN Industrial Development Rev. Series M, 7% due 12/1/2016...      NR/CCC          526,080
   1,500,000   Southern Minnesota Municipal Power Agency--Power Supply System Rev.,
                  5 3/4% due 1/1/2018.................................................................       A/A+         1,448,730
     750,000   Southern Minnesota Municipal Power Agency--Power Supply System Rev.,
                  5 3/4% due 1/1/2018.................................................................      Aaa/AAA         751,785
   1,500,000   Southern Minnesota Municipal Power Agency--Power Supply System Rev.,
                  4 3/4% due 1/1/2016.................................................................       A/A+         1,278,600
   5,000,000   University of Minnesota G.O.'s, 7 3/4% due 2/1/2010....................................      Aa/AAA        5,163,450
   3,500,000   Washington County, MN G.O.'s, 5.90% due 2/1/2010.......................................      Aa/AA-        3,555,020
   3,000,000   Western Minnesota Municipal Power Agency--Power Supply Rev., 7% due 1/1/2013...........       A1/A         3,145,500
   9,580,000   Western Minnesota Municipal Power Agency--Power Supply Rev., 6 3/8% due 1/1/2016.......      Aaa/AAA       9,996,730
                                                                                                                       ------------
Total Municipal Bonds (Cost $122,177,451)--95.6%.....................................................................   128,988,676
                                                                                                                       ------------

                                                     Variable Rate Demand Notes
                                                    ----------------------------
   1,000,000   Gulf Coast Waste Disposal Authority, TX Solid Waste Disposal Rev. due 8/1/2023*........     VMIG-1/NR      1,000,000
     500,000   Jackson County, MS Individual Sewer Facilities Rev. (Chevron U.S.A. Inc. Project)
                  due 12/15/2024*.....................................................................      P-1/NR          500,000
     500,000   Lincoln County, WY Pollution Control Rev. (Exxon Project) due 11/1/2014................     P-1/A-1+         500,000
   4,900,000   New York State Energy Research & Development Authority (Niagara Mohawk)
                  due 7/1/2015........................................................................      NR/A-1+       4,900,000
                                                                                                                       ------------
Total Variable Rate Demand Notes (Cost $6,900,000)--5.1%..............................................................    6,900,000
                                                                                                                       ------------
Other Assets Less Liabilities--(0.7)%.................................................................................     (935,880)
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $134,952,796
                                                                                                                       ============
</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.

                                                                              29
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
Portfolios of Investments (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                               MISSOURI SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  2,000,000   Columbia, MO Water and Electric System Improvement Rev., 6 1/8% due 10/1/2012..........       A1/AA      $ 2,063,460
   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       1,565,535
   3,775,000   Kansas City, MO Water Rev., 6 1/4% due 12/1/2009.......................................       Aa/AA        3,867,752
   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       1,342,826
     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         400,987
   1,250,000   Kansas City School District Building Corporation, MO Leasehold Rev., 6 1/2% due 2/1/2008     Aaa/AAA       1,340,763
   1,500,000   Kansas City School District Building Corporation, MO Leasehold Rev.,
                  7.90% due 2/1/2008..................................................................      Aaa/AAA       1,648,785
   1,000,000   Liberty, MO Waterworks Improvement Rev., 6.30% due 10/1/2012...........................      Aaa/AAA       1,043,040
   2,000,000   Little Blue Valley, MO Sewer District Rev., 7 1/4% due 10/1/2007.......................      Aaa/AAA       2,164,660
   1,000,000   Missouri School Boards Pooled Financing Program Certificates of Participation,
                  7 3/8% due 3/1/2006.................................................................      Aaa/AAA       1,075,870
   2,000,000   Missouri School Boards Pooled Financing Program Certificates of Participation,
                  7% due 3/1/2006.....................................................................      Aaa/AAA       2,138,040
   1,000,000   Missouri State Environmental Improvement & Energy Resources Authority Rev.
                  (State Revolving Fund Program), 6.55% due 7/1/2014..................................       Aa/NR        1,048,710
   2,500,000   Missouri State Environmental Improvement & Energy Resources Authority Rev.
                  (Union Electric Company Project), 5.45% due 10/1/2028*..............................      A1/AA-        2,203,075
   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        2,366,175
   2,000,000   Missouri State G.O.'s, 5 5/8% due 4/1/2017.............................................      Aaa/AAA       1,983,980
   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       2,334,125
   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        1,518,825
   3,500,000   Missouri State Health & Educational Facilities Authority Rev. (SSM Health Care),
                  6 1/4% due 6/1/2016.................................................................      Aaa/AAA       3,581,865
   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        1,114,420
   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          869,810
   2,500,000   Missouri State Health Facilities Rev. (Barnes-Jewish, Inc./Christian Health Services),
                  5 1/4% due 5/15/2021................................................................       Aa/AA        2,208,475
      90,000   Missouri State Housing Development Commission (Single Family Residential
                  Mortgage Rev.), 8% due 8/1/2013.....................................................      NR/AAA           95,470
     860,000   Missouri State Housing Development Commission Housing Development Bonds
                  (Federally Insured Mortgage Loans), 6% due 10/15/2019...............................      Aa/AA+          846,515
   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-        1,714,920
   2,400,000   Southeast Missouri Correctional Facility Lease Rev. (Missouri State Project),
                  5 3/4% due 10/15/2016...............................................................       Aa/AA        2,356,824
   3,000,000   Springfield, MO Public Utility Rev., 5 1/4% due 3/1/2007...............................       Aa/AA        3,024,120

</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>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                     MISSOURI SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  2,500,000   Springfield, MO Waterworks Rev., 5.60% due 5/1/2023....................................       Aa/A+      $ 2,395,000
   2,750,000   University of Missouri University Revenues Refunding & Improvement Systems Facilities,
                  5 1/2% due 11/1/2023................................................................      Aa/AA+        2,603,398
                                                                                                                       ------------
Total Municipal Bonds (Cost $49,150,196)--98.5%.......................................................................   50,917,425
Variable Rate Demand Notes (Cost $200,000)--0.4%......................................................................      200,000
Other Assets Less Liabilities--1.1%...................................................................................      566,509
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $ 51,683,934
                                                                                                                       ============
</TABLE>

<TABLE>
<CAPTION>

                                                           NEW YORK SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  5,000,000   Metropolitan Transportation Authority, NY (Commuter Facilities Rev.),
                  6 1/2% due 7/1/2024.................................................................     Baa1/BBB+    $ 5,100,050
   2,500,000   Municipal Assistance Corporation for the City of New York, NY, 6.90% due 7/1/2007......      Aa/AA-        2,663,275
   4,000,000   New York City Municipal Water Finance Authority, NY Water & Sewer System Rev.,
                  5 3/4% due 6/15/2018................................................................      Aaa/AAA       3,886,040
   2,500,000   New York City, NY G.O.'s, 7 1/4% due 8/15/2024.........................................     Baa1/BBB+      2,616,125
   5,000,000   New York City, NY Health & Hospitals Corporation Health System,
                  5 3/4% due 2/15/2022................................................................      Aaa/AAA       4,847,850
   3,500,000   New York State Dormitory Authority Rev. (Rockefeller University), 7 3/8% due 7/1/2014..      Aaa/AAA       3,858,995
   5,000,000   New York State Dormitory Authority Rev. (Fordham University), 5 3/4% due 7/1/2015......      Aaa/AAA       4,947,100
   3,540,000   New York State Dormitory Authority Rev. (Colgate University), 6 1/2% due 7/1/2021......      Aaa/AAA       3,742,346
   5,000,000   New York State Dormitory Authority Rev. (Skidmore College), 5 3/8% due 7/1/2023........      Aaa/AAA       4,630,300
   4,500,000   New York State Energy Research & Development Authority Electric Facilities Rev.
                  (Consolidated Edison Co. NY Inc. Project), 7 1/2% due 1/1/2026*.....................       A1/A+        4,868,955
   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       2,638,800
   3,000,000   New York State Environmental Facilities Corporation Pollution Control Rev.
                  (State Water--Revolving Fund), 6.90% due 11/15/2015.................................      Aaa/AAA       3,376,110
   3,000,000   New York State Housing Finance Agency Rev. (Phillips Village Project),
                  7 3/4% due 8/15/2017*...............................................................       A/NR         3,232,770
   3,500,000   New York State Local Government Assistance Corp., 6% due 4/1/2024......................        A/A         3,438,995
   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        4,082,960
   2,000,000   New York State Mortgage Agency (Homeownership Mortgage), 7 1/2% due 4/1/2016...........       Aa/NR        2,126,400
   5,000,000   New York State Power Authority General Purpose Rev., 6 1/2% due 1/1/2019...............      Aaa/AAA       5,283,450
   4,000,000   New York State Thruway Authority General Rev., 6% due 1/1/2025.........................      Aaa/AAA       4,006,040
   4,000,000   New York State Thruway Authority Local Highway and Bridge Service Contract Bonds,
                  7 1/4% due 1/1/2010.................................................................     Baa1/BBB       4,329,600
   2,500,000   Niagara Falls, NY Bridge Commission Toll Bridge System Rev., 5 1/4% due 10/1/2015......      Aaa/AAA       2,346,875

</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.

                                                                              31
<PAGE>

<TABLE>
<CAPTION>

====================================================================================================================================
Portfolios of Investments (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                     NEW YORK SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  2,250,000   Port Authority of New York and New Jersey Consolidated Rev., 6 1/8% due 6/1/2094.......      A1/AA-      $ 2,311,875
   5,000,000   United Nations Development Corporation, NY (A Public Benefit Corporation of the State
                  of New York Senior Lien), 6% due 7/1/2026...........................................       A/NR         4,889,600
                                                                                                                       ------------
Total Municipal Bonds (Cost $80,762,259)--98.1%.......................................................................   83,224,511
Other Assets Less Liabilities--1.9%...................................................................................    1,640,528
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $ 84,865,039
                                                                                                                       ============

</TABLE>

<TABLE>
<CAPTION>

                                                             OHIO SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  2,000,000   Barberton, OH Sewer System Mortgage Rev., 6 5/8% due 12/1/2006.........................      Aaa/AAA     $ 2,130,020
   3,450,000   Big Walnut Local School District, OH School Building Construction & Improvement
                  G.O.'s, 7.20% due 6/1/2007..........................................................      Aaa/AAA       3,953,838
   3,000,000   Clermont County, OH Hospital Facilities Rev. (Mercy Health System), 5 7/8% due 1/1/2015      Aaa/AAA       2,994,510
   2,000,000   Cleveland, OH Waterworks Improvement Rev., 6% due 1/1/2017.............................       A1/A+        1,983,160
   2,250,000   Cleveland, OH Waterworks Improvement Rev., 6 1/2% due 1/1/2021.........................      Aaa/AAA       2,509,830
   5,000,000   Columbus, OH G.O.'s, 6 1/2% due 1/1/2010...............................................      Aa1/AA+       5,320,850
   4,500,000   Columbus, OH Municipal Airport Authority Rev. (Port Columbus International
                  Airport Project), 6% due 1/1/2020*..................................................      Aaa/AAA       4,493,745
   4,250,000   Dayton, OH James M. Cox Dayton International Airport Rev., 8 1/4% due 1/1/2016.........      Aaa/AAA       4,405,295
   3,000,000   Dayton, OH Water System Mortgage Rev., 6 3/4% due 12/1/2010............................      Aaa/AAA       3,196,890
   7,000,000   Erie County, OH Franciscan Services Corp. Rev. (Providence Hospital Inc.),
                  6% due 1/1/2013.....................................................................       NR/A-        6,808,760
   1,000,000   Euclid City School District, OH G.O.'s, 7.10% due 12/1/2011............................       A/NR         1,094,230
   7,750,000   Franklin County, OH G.O.'s, 5 3/8% due 12/1/2020.......................................      Aaa/AAA       7,384,898
   7,500,000   Franklin County, OH Hospital Rev. (Riverside United Methodist Hospital),
                  5 3/4% due 5/15/2020................................................................       Aa/NR        7,143,975
   5,000,000   Hamilton County, OH Health Care System Rev. (Sisters of Charity Health Care),
                  6 1/4% due 5/15/2014................................................................      Aaa/AAA       5,193,650
   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        5,216,600
   8,000,000   Hamilton, OH Electric System Mortgage Rev., 6% due 10/15/2023..........................      Aaa/AAA       8,044,000
   4,000,000   Hudson Local School District, OH G.O.'s, 7.10% due 12/15/2013..........................       A1/NR        4,537,360
   1,095,000   Lake County, OH Hospital Improvement Rev. (Lake Hospital System Inc.),
                  8% due 1/1/2013.....................................................................      Aaa/AAA       1,165,474
   8,000,000   Lucas County, OH Hospital Improvement Rev. (The Toledo Hospital),
                  5% due 11/15/2010...................................................................      Aaa/AAA       7,406,080
   3,000,000   Lucas County, OH Hospital Rev. (Riverside Hospital Project), 7 5/8% due 6/1/2015.......     Baa1/BBB+      3,097,380
   1,000,000   Montgomery County, OH Rev. (Sisters of Charity Health Care Systems, Inc.),
                  6 5/8% due 5/15/2021................................................................      Aaa/AAA       1,059,640
   1,090,000   Mount Vernon, OH Hospital Rev. (Knox Community Hospital), 7 1/2% due 6/1/1996..........       NR/NR        1,112,040

</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.


32
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                       OHIO SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  5,000,000   Mount Vernon, OH Hospital Rev. (Knox Community Hospital), 7 7/8% due 6/1/2012..........       NR/NR      $ 5,213,800
   1,490,000   Napoleon, OH Health Care Facility Rev. (Lutheran Orphans' & Old Folks' Home Society),
                  10.70% due 7/15/2015................................................................       NR/NR        1,609,051
   1,500,000   Northeast Ohio Regional Sewer District Wastewater Improvement Rev.,
                  6 1/2% due 11/15/2016...............................................................      Aaa/AAA       1,666,170
   5,000,000   Ohio Air Quality Development Authority Pollution Control Rev. (Ohio Edison
                  Company Project), 7.45% due 3/1/2016................................................      Aaa/AAA       5,541,750
   2,000,000   Ohio Air Quality Development Authority Rev. (Cincinnati Gas & Electric
                  Company Project), 5.45% due 1/1/2024................................................      Aaa/AAA       1,895,140
   6,500,000   Ohio Air Quality Development Authority Rev. (JMG Project), 6 3/8% due 1/1/2029*........      Aaa/AAA       6,731,335
   6,500,000   Ohio State Building Authority (State Correctional Facilities), 7.35% due 8/1/2006......      Aaa/NR        7,292,220
   2,000,000   Ohio State Building Authority Workers' Compensation Facilities
                  (William Green Building), 4 3/4% due 4/1/2014.......................................       A/A+         1,726,860
   3,000,000   Ohio State G.O.'s Infrastructure Improvement, 6 1/2% due 8/1/2011......................       Aa/AA        3,203,670
   1,500,000   Ohio State Higher Educational Facilities Commission Mortgage Rev.
                  (University of Dayton Project), 7 1/4% due 12/1/2012................................      Aaa/AAA       1,681,080
   3,000,000   Ohio State Higher Educational Facilities Commission Rev. (Oberlin College Project),
                  5 3/8% due 10/1/2015................................................................       NR/AA        2,840,010
   2,000,000   Ohio State Liquor Profits Rev., 6.85% due 3/1/2000.....................................      Aaa/AAA       2,190,660
   7,000,000   Ohio State Public Facilities Commission Rev. (Higher Education Capital Facilities),
                  6.30% due 5/1/2006..................................................................      Aaa/AAA       7,541,170
   2,000,000   Ohio State Water Development Authority Rev. (Safe Water), 6 3/4% due 12/1/2007.........      Aaa/AAA       2,121,860
   2,675,000   Ohio State Water Development Authority Rev. (Safe Water), 9 3/8% due 12/1/2010.........      Aaa/AAA       3,385,266
   2,500,000   Ohio State Water Development Authority Solid Waste Disposal Rev. (North Star BHP
                  Steel--LLC Project/Cargill, Inc. Guarantor), 6.30% due 9/1/2020.....................      Aa3/AA-       2,501,900
   8,000,000   Ohio State Water Development Authority Water Development Rev. (Dayton Power &
                  Light Co. Project), 6.40% due 8/15/2027.............................................      Aa3/AA-       8,255,920
   2,955,000   Pickerington Local School District, OH School Building Construction G.O.'s,
                  8% due 12/1/2005....................................................................      Aaa/AAA       3,488,880
   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        1,024,320
     775,000   Toledo, OH Sewer System Rev., 7 3/4% due 11/15/2017....................................      Aaa/AAA         865,969
     560,000   Toledo, OH Waterworks Rev., 7 3/4% due 11/15/2017......................................      Aaa/AAA         625,733
   3,000,000   University of Toledo, OH General Receipts Bonds, 7.10% due 6/1/2010....................      Aaa/AAA       3,376,560
   2,000,000   Worthington City School District, OH School Building Construction & Improvement
                  G.O.'s, 8 3/4% due 12/1/2002........................................................      Aaa/AAA       2,348,880
                                                                                                                       ------------
Total Municipal Bonds (Cost $159,201,432)--97.9%......................................................................  167,380,429
Variable Rate Demand Notes (Cost $600,000)--0.4%......................................................................      600,000
Other Assets Less Liabilities--1.7%...................................................................................    2,870,085
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $170,850,514
                                                                                                                       ============

</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>

<TABLE>
<CAPTION>

====================================================================================================================================
Portfolios of Investments (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                            OREGON SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  1,000,000   Albany, OR G.O.'s Water Bonds, 6 5/8% due 11/1/2009....................................      Aaa/AAA     $ 1,002,630
   1,000,000   Clackamas County, OR Hospital Facility Authority Rev. (Kaiser Permanente),
                  6 1/4% due 4/1/2021.................................................................      Aa3/AA        1,011,300
   1,250,000   Clackamas County, OR  School District No. 12 G.O.'s (North Clackamas School
                  District), 5% due 6/1/2011..........................................................       A/A+         1,176,038
   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-        1,525,575
     850,000   Columbia River People's Utility District, OR G.O.'s, 7.10% due 5/1/2005................      Aaa/AAA         866,932
   1,000,000   Deschutes County Hospital Facility Authority, OR (St. Charles Medical Center),
                  7.60% due 1/1/2013..................................................................       A1/NR        1,070,500
     400,000   Emerald People's Utility District, OR Electric System Rev., 7.20% due 11/1/2006........      Aaa/AAA         413,744
   2,000,000   Eugene, OR Electric Utility Rev., 5.80% due 8/1/2022...................................      Aaa/AAA       1,999,800
   1,500,000   Eugene, OR Trojan Nuclear Project Rev., 5.90% due 9/1/2009.............................       Aa/AA        1,499,850
     730,000   Eugene, OR Water Utility System Rev., 6.55% due 8/1/2003...............................      A1/AA-          759,769
   2,000,000   Hillsboro, OR Hospital Facility Authority Hospital Rev. (Quality Healthcare),
                  5 3/4% due 10/1/2012................................................................      NR/BBB+       1,880,220
   1,000,000   Hood River County School District, OR G.O.'s, 5.65% due 6/1/2008.......................      Aaa/AAA       1,026,790
   1,245,000   Lebanon, OR G.O.'s Water Bonds, 7% due 11/1/2009.......................................       NR/NR        1,248,200
     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         948,888
   1,000,000   Metropolitan Service District, OR G.O.'s (Oregon Convention Center),
                  6 1/4% due 1/1/2013.................................................................      Aa/AA+        1,027,960
   1,250,000   Multnomah County School District No. 1J, OR G.O.'s, 6.80% due 12/15/2004...............      Aa/AA-        1,303,638
   2,000,000   North Clackamas Parks & Recreation District-Clackamas County, OR Rev.
                  (Recreational Facilities), 5.70% due 4/1/2013.......................................       NR/A-        1,976,000
   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        1,785,700
   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+        2,600,925
     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+          733,020
   1,000,000   Oregon Department of Transportation Regional Light Rail Extension Rev.,
                  6.20% due 6/1/2008..................................................................      Aaa/AAA       1,078,470
     530,000   Oregon Housing Agency Mortgage Rev. (Single Family Mortgage Program),
                  7 3/8% due 7/1/2020*................................................................      Aa1/NR          557,825
   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+        1,957,720
     955,000   Oregon Housing & Community Services Department Mortgage Rev. (Single Family
                  Mortgage Program), 5.65% due 7/1/2019*..............................................       Aa/NR          883,356
     935,000   Oregon Housing & Community Services Department Mortgage Rev. (Single Family
                  Mortgage Program), 7% due 7/1/2022*.................................................      Aa1/NR          969,904
   2,785,000   Oregon State Fair & Exposition Center Rev., 7 3/8% due 10/1/2006.......................       NR/NR        2,844,905
     500,000   Oregon State G.O.'s (Veterans' Welfare), 9% due 10/1/2006..............................      Aa/AA-          669,225
     475,000   Oregon State G.O.'s (Veterans' Welfare), 7.30% due 7/1/2008............................      Aa/AA-          568,090


</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>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                      OREGON SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$    500,000   Oregon State G.O.'s (Alternate Energy Project), 8.40% due 1/1/2008.....................      Aa/AA-       $  571,825
     250,000   Oregon State G.O.'s (Elderly & Disabled Housing), 7.20% due 8/1/2021...................      Aa/AA-          271,105
   1,000,000   Oregon State G.O.'s (Elderly & Disabled Housing), 6.60% due 8/1/2022*..................      Aa/AA-        1,051,080
     750,000   Oregon State Housing Educational & Cultural Facilities Authority Rev. (Lewis & Clark
                  College Project), 7 1/8% due 7/1/2020...............................................      Aaa/AAA         846,195
     500,000   Port of Portland, OR International Airport Rev., 6 1/4% due 7/1/2018*..................      Aaa/AAA         511,955
   1,000,000   Port of Portland, OR International Airport Rev., 7.10% due 7/1/2021*...................      Aaa/AAA       1,097,140
     500,000   Port of Portland, OR International Airport Rev., 5 3/4% due 7/1/2025*..................      Aaa/AAA         487,430
   1,000,000   Port of Umpqua, OR Pollution Control Rev. (International Paper Co. Project),
                  6.60% due 3/15/2005.................................................................       A3/A-        1,041,130
   1,250,000   Portland, OR Hospital Facilities Authority Rev. (Legacy Health System),
                  6 5/8% due 5/1/2011.................................................................      Aaa/AAA       1,346,537
   3,000,000   Portland, OR Sewer System Rev., 6% due 10/1/2012.......................................      Aaa/AAA       3,075,420
   1,200,000   Portland, OR Sewer System Rev., 6 1/4% due 6/1/2015....................................       A1/A+        1,244,328
   1,000,000   Portland, OR Urban Renewal & Redevelopment Rev. (Downtown Waterfront),
                  6.40% due 6/1/2008..................................................................       A/NR         1,043,930
   2,500,000   Puerto Rico Highway & Transportation Authority Highway Rev., 5 1/2% due 7/1/2019.......      Baa1/A        2,312,825
   1,000,000   Puerto Rico Housing Finance Corp. (Single Family Mortgage Rev.),
                  6.85% due 10/15/2023................................................................      Aaa/AAA       1,046,380
   1,000,000   Puerto Rico Ports Authority Rev., 7% due 7/1/2014*.....................................      Aaa/AAA       1,107,270
   1,000,000   Puerto Rico Telephone Authority Rev., 5 1/2% due 1/1/2013..............................       A/A+           973,820
   1,000,000   Tri-County Metropolitan Transportation District of Oregon G.O.'s (Light Rail Extension),
                  6% due 7/1/2012.....................................................................      Aa/AA+        1,022,250
   1,110,000   Tualatin Development Commission, OR (Urban Renewal & Redevelopment),
                  7 3/8% due 1/1/2007.................................................................      Baa1/NR       1,145,154
   2,000,000   Unified Sewerage Agency Washington County, OR Sewer Rev., 6 1/8% due 10/1/2012.........      Aaa/AAA       2,074,880
   1,000,000   Washington County School District No. 88J, OR G.O.'s., 6.10% due 6/1/2012..............      Aaa/AAA       1,045,970
   1,000,000   Washington County School District No. 23JT Washington & Clackamas Counties,
                  OR G.O.'s., 6.70% due 1/1/2010......................................................       NR/NR        1,081,840
                                                                                                                       ------------
Total Municipal Bonds (Cost $57,933,524)--97.9%.......................................................................   59,785,438
Other Assets Less Liabilities--2.1%...................................................................................    1,258,560
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $ 61,043,998
                                                                                                                       ============


                                                        SOUTH CAROLINA SERIES
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  1,125,000   Anderson County, SC G.O.'s, 7 3/4% due 4/1/2009........................................        A/A       $ 1,214,887
   2,500,000   Anderson County, SC Hospital Rev. (Anderson Memorial Hospital), 5 1/4% due 2/1/2012....      Aaa/AAA       2,325,875
   1,000,000   Anderson County, SC Hospital Rev. (Anderson Memorial Hospital), 7 1/2% due 2/1/2018....      Aaa/AAA       1,090,370
   1,500,000   Beaufort-Jasper Water & Sewer Authority, SC Waterworks & Sewer System Rev.,
                  6 1/2% due 3/1/2013.................................................................      Aaa/AAA       1,587,000
   3,800,000   Berkeley County, SC Water & Sewer Rev., 5.55% due 6/1/2016.............................      Aaa/AAA       3,650,736

</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>

<TABLE>
<CAPTION>

====================================================================================================================================
Portfolios of Investments (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                  SOUTH CAROLINA SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$  3,000,000   Charleston County, SC Airport District System Rev., 4 3/4% due 7/1/2015................      Aaa/AAA     $ 2,590,950
   3,000,000   Charleston County, SC Hospital Facilities Rev. (Bon Secours Health System Project),
                  5 5/8% due 8/15/2025................................................................      Aaa/AAA       2,816,670
   1,750,000   Charleston County, SC Hospital Facilities Rev. (Medical Society Health Project),
                  5 1/2% due 10/1/2019................................................................      Aaa/AAA       1,635,200
     745,000   Charleston County, SC Public Facilities Corp. Certificates of Participation,
                  7.15% due 2/1/2004..................................................................       A1/A           808,683
     770,000   Charleston County, SC Public Facilities Corp. Certificates of Participation,
                  7.15% due 8/1/2004..................................................................       A1/A           835,820
     800,000   Charleston County, SC Public Facilities Corp. Certificates of Participation,
                  7.20% due 2/1/2005..................................................................       A1/A           866,352
     750,000   Charleston, SC Waterworks & Sewer System Rev., 7 3/4% due 1/1/2011.....................      Aaa/AAA         819,960
   2,500,000   Charleston, SC Waterworks & Sewer System Rev., 6% due 1/1/2012.........................      A1/AA-        2,548,550
   1,500,000   Clemson University, SC Student & Faculty Housing Rev., 6.65% due 6/1/2011..............      Aaa/AAA       1,603,980
   1,000,000   Clinton, SC Utility System Rev., 7.20% due 6/1/2011....................................       A/NR         1,070,070
   1,150,000   Columbia, SC Parking Facilities Rev., 6 3/4% due 12/1/2013.............................      Baa1/NR       1,186,294
   2,000,000   Columbia, SC Waterworks & Sewer System Rev., 6 1/2% due 1/1/2012.......................      Aaa/AA        2,154,760
     500,000   Columbia, SC Waterworks & Sewer System Rev., 7.10% due 2/1/2012........................      Aaa/AA          567,395
   6,000,000   Darlington County, SC Industrial Development Rev. (Nucor Corporation Project),
                  5 3/4% due 8/1/2023*................................................................      A1/AA-        5,643,420
   1,500,000   Dorchester County School District No. 002, SC G.O.'s, 6.65% due 7/1/2010...............      Aaa/AAA       1,644,285
   2,500,000   Fairfield County, SC Pollution Control Rev. (South Carolina Electric & Gas Company),
                  6 1/2% due 9/1/2014.................................................................       A1/A         2,620,275
   1,000,000   Florence County, SC Hospital Rev. (McLeod Regional Medical Center Project),
                  5 1/4% due 11/1/2009................................................................      Aaa/AAA         970,870
   1,000,000   Georgetown County, SC Pollution Control Facilities Rev. (International Paper Company),
                  7 3/8% due 6/15/2005................................................................       A3/A-        1,086,340
   1,500,000   Grand Strand Water & Sewer Authority, SC Waterworks and Sewer System Rev.,
                  7% due 6/1/2019.....................................................................      Aaa/AAA       1,633,425
   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       2,047,760
   3,000,000   Greenville Hospital System, SC Hospital Facilities Rev., 5 1/2% due 5/1/2016...........      NR/AA-        2,796,990
   3,000,000   Greenwood County, SC Hospital Facilities Rev. (Self Memorial Hospital),
                  5 7/8% due 10/1/2017................................................................      Aaa/AAA       2,972,550
   2,425,000   Lancaster County, SC School District G.O.'s, 6.60% due 7/1/2011........................      Aaa/AAA       2,599,406
   2,600,000   Lancaster County, SC School District G.O.'s, 6.60% due 7/1/2012........................      Aaa/AAA       2,773,056
   2,000,000   Lancaster County, SC Waterworks & Sewer System Rev., 5 1/4% due 5/1/2021...............      Aaa/AAA       1,831,740
   2,720,000   Laurens County, SC Combined Utility System Rev., 5% due 1/1/2018.......................      Aaa/AAA       2,437,174
   1,650,000   Laurens County, SC Combined Utility System Rev., 7 5/8% due 1/1/2018...................      Aaa/AAA       1,814,554
     500,000   Laurens County, SC Health Care System, 7.80% due 1/1/2008..............................      Aaa/AAA         547,180
   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       1,125,760
   1,000,000   Medical University South Carolina Hospital Facilities Rev., 5.60% due 7/1/2011.........      Aaa/AAA         989,580
   3,000,000   Mount Pleasant, SC Water & Sewer Rev., 6% due 12/1/2020................................      Aaa/AAA       3,003,840


</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>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                  September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                  SOUTH CAROLINA SERIES (continued)
    Face                                                                                                    Ratings      Market
   Amount                                           Municipal Bonds                                      Moody's/S&P+     Value
   ------                                           ---------------                                      ------------     -----
<C>            <S>                                                                                          <C>         <C>
$    435,000   Myrtle Beach, SC Water & Sewer Rev., 6 7/8% due 3/1/2005...............................      Aaa/AAA      $  444,696
   2,000,000   Myrtle Beach, SC Waterworks & Sewer System Rev., 5 1/4% due 3/1/2020...................      Aaa/AAA       1,827,980
   1,500,000   North Charleston Sewer District, SC Rev., 6 3/8% due 7/1/2012..........................      Aaa/AAA       1,625,115
   1,500,000   North Charleston Sewer District, SC Rev., 7 3/4% due 8/1/2018..........................      Aaa/AAA       1,666,785
   5,000,000   Oconee County, SC Pollution Control Facilities Rev. (Duke Power Co. Project),
                  5.80% due 4/1/2014..................................................................      Aa2/AA-       4,922,000
   1,250,000   Piedmont Municipal Power Agency, SC Electric Rev., 6 1/4% due 1/1/2021.................      Aaa/AAA       1,317,088
   4,000,000   Piedmont Municipal Power Agency, SC Electric Rev., 6.30% due 1/1/2022..................      Aaa/AAA       4,075,280
   1,000,000   Puerto Rico Telephone Authority Rev., 5 1/2% due 1/1/2022..............................       A/A+           950,010
   2,000,000   Richland County, SC Solid Waste Disposal Facilities Rev. (Union Camp Corp. Project),
                  7.45% due 4/1/2021*.................................................................       A1/A-        2,183,800
   1,000,000   Richland County, SC Solid Waste Disposal Facilities Rev. (Union Camp Corp. Project),
                  7 1/8% due 9/1/2021*................................................................       A1/A-        1,063,560
   1,000,000   Rock Hill, SC Combined Utilities System Rev., 8% due 1/1/2018..........................      Aaa/AAA       1,098,600
   5,000,000   Rock Hill, SC Combined Utilities System Rev., 5% due 1/1/2020..........................      Aaa/AAA       4,382,150
   1,000,000   St. Andrews, SC Public Service District Sewer Systems Rev., 7 3/4% due 1/1/2018........      Aaa/AAA       1,092,830
   1,150,000   South Carolina Public Service Authority Rev., 5 7/8% due 1/1/2014......................      Aaa/AAA       1,152,357
   1,000,000   South Carolina Public Service Authority Electric Rev. & Electric System Expansion,
                  8% due 7/1/2019.....................................................................      AAA/AA-       1,059,570
   4,000,000   South Carolina State G.O.'s, 4 1/4% due 3/1/2009.......................................      Aaa/AA+       3,481,240
   1,740,000   South Carolina State Housing Authority (Single Family Mortgage Purchase),
                  6.70% due 7/1/2010..................................................................      Aaa/AA        1,773,095
     500,000   South Carolina State Housing Finance & Development Authority (Homeownership
                  Mortgage), 7.55% due 7/1/2011.......................................................       Aa/AA          529,010
   2,380,000   South Carolina State Housing Finance & Development Authority Rental Housing Rev.
                  (North Bluff Project), 5.60% due 7/1/2016...........................................       NR/AA        2,224,800
   1,000,000   South Carolina State Housing Finance & Development Authority (Multi-Family
                  Development Rev.), 6 7/8% due 11/15/2023............................................      Aaa/NR        1,036,360
   1,500,000   Sumter, SC Waterworks & Sewer System Rev., 7.15% due 6/1/2009..........................      Aaa/AAA       1,653,795
   2,000,000   Western Carolina Regional Sewer Authority, SC Sewer System Rev., 5 1/2% due 3/1/2010...      Aaa/AAA       1,990,060
   1,080,000   Winnsboro, SC Combined Utility System Rev., 6.90% due 7/1/2017.........................      Aaa/AAA       1,193,152
   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        1,160,870
                                                                                                                       ------------
Total Municipal Bonds (Cost $108,233,184)--98.0%......................................................................  111,815,960
Variable Rate Demand Notes (Cost $700,000)--0.6%......................................................................      700,000
Other Assets Less Liabilities--1.4%...................................................................................    1,609,129
                                                                                                                       ------------
NET ASSETS--100.0% ................................................................................................... $114,125,089
                                                                                                                       ============

</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>


<TABLE>
<CAPTION>
====================================================================================================================================
Statement of Assets and Liabilities                                                            For the year ended September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                           National          Colorado       Georgia     Louisiana      
                                                            Series            Series        Series       Series        
                                                         -------------    ------------    -----------   -----------
<S>                                                      <C>              <C>             <C>           <C>        
Assets:                                                                 
Investments, at value (see portfolios of investments):
   Long-term holdings ................................   $ 103,611,246    $ 53,936,945    $58,073,907   $61,239,540
   Short-term holdings ...............................            --           200,000        500,000       200,000
                                                         -------------    ------------    -----------   -----------
                                                           103,611,246      54,136,945     58,573,907    61,439,540
Cash .................................................         304,745          59,311        304,858       151,981
Interest receivable ..................................       1,882,951       1,104,920      1,056,608     1,093,010
Expenses prepaid to shareholder service agent ........          40,623          24,690         29,861        25,819
Receivable for Capital Stock sold ....................          15,828           3,155          3,042        50,353
Receivable for securities sold .......................            --              --           15,405         5,000
Other ................................................            --             2,610           --            --   
                                                         -------------    ------------    -----------   -----------
Total Assets .........................................     105,855,393      55,331,631     59,983,681    62,765,703
                                                         -------------    ------------    -----------   -----------


Liabilities:
Dividends payable ....................................         188,779          95,821        101,318       112,798
Payable for Capital Stock repurchased ................         147,379         107,836         31,058       116,206
Payable for securities purchased .....................            --              --             --            --   
Accrued expenses, taxes, and other ...................         120,142          77,391         93,870        83,707
                                                         -------------    ------------    -----------   -----------
Total Liabilities ....................................         456,300         281,048        226,246       312,711
                                                         -------------    ------------    -----------   -----------
Net Assets ...........................................   $ 105,399,093    $ 55,050,583    $59,757,435   $62,452,992
                                                         =============    ============    ===========   ===========


Composition of Net Assets:
Capital Stock, at par:
   Class A ...........................................          13,743           7,518          7,387         7,618
   Class D ...........................................             160              26            266            57
Additional paid-in capital ...........................     108,904,741      54,132,122     58,502,505    60,015,398
Undistributed/accumulated net realized gain (loss) ...      (4,482,833)       (268,007)       354,301       461,685
Net unrealized appreciation of investments ...........         963,282       1,178,924        892,976     1,968,234
                                                         -------------    ------------    -----------   -----------
Net Assets ...........................................   $ 105,399,093    $ 55,050,583    $59,757,435   $62,452,992
                                                         =============    ============    ===========   ===========
Net Assets:
   Class A ...........................................   $ 104,183,596    $ 54,857,534    $57,678,393   $61,987,983
   Class D ...........................................   $   1,215,497    $    193,049    $ 2,079,042   $   465,009


Shares of Capital Stock outstanding ($.001 par value):
   Class A ...........................................      13,743,160       7,517,787      7,386,798     7,617,582
   Class D ...........................................         160,463          26,468        265,802        57,161
Net Asset Value per share:
   Class A ...........................................   $        7.58    $       7.30    $      7.81   $      8.14
   Class D ...........................................   $        7.57    $       7.29    $      7.82   $      8.14

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                            Maryland    Massachusetts    Michigan      Minnesota      Missouri     
                                                             Series        Series         Series        Series         Series      
                                                         ------------   ------------   ------------   ------------   -----------
<S>                                                      <C>            <C>            <C>            <C>            <C>        
Assets:
Investments, at value (see portfolios of investments):
   Long-term holdings ................................   $ 53,484,338   $112,443,831   $148,124,057   $128,988,676   $50,917,425
   Short-term holdings ...............................      2,400,000      2,400,000      2,000,000      6,900,000       200,000
                                                         ------------   ------------   ------------   ------------   -----------
                                                           55,884,338    114,843,831    150,124,057    135,888,676    51,117,425
Cash .................................................         25,259        148,148         36,029        281,778        54,538
Interest receivable ..................................      1,119,426      1,981,693      3,029,511      2,108,355     1,001,437
Expenses prepaid to shareholder service agent ........         31,287         56,689         62,929         60,618        22,878
Receivable for Capital Stock sold ....................         40,297           --           37,500         51,961        46,693
Receivable for securities sold .......................          5,000           --             --             --          10,133
Other ................................................           --             --            4,029           --            --   
                                                         ------------   ------------   ------------   ------------   -----------
Total Assets .........................................     57,105,607    117,030,361    153,294,055    138,391,388    52,253,104
                                                         ------------   ------------   ------------   ------------   -----------


Liabilities:
Dividends payable ....................................         97,865        214,238        272,409        267,027        91,096
Payable for Capital Stock repurchased ................           --           87,279        110,385        178,006       403,135
Payable for securities purchased .....................           --             --             --        2,846,388          --   
Accrued expenses, taxes, and other ...................         87,709        127,433        150,095        147,171        74,939
                                                         ------------   ------------   ------------   ------------   -----------
Total Liabilities ....................................        185,574        428,950        532,889      3,438,592       569,170
                                                         ------------   ------------   ------------   ------------   -----------
Net Assets ...........................................   $ 56,920,033   $116,601,411   $152,761,166   $134,952,796   $51,683,934
                                                         ============   ============   ============   ============   ===========


Composition of Net Assets:
Capital Stock, at par:
   Class A ...........................................          7,071         14,634         17,742         16,969         6,644
   Class D ...........................................             79            113            137            286            67
Additional paid-in capital ...........................     54,759,383    111,953,304    143,991,763    127,879,097    49,585,438
Undistributed/accumulated net realized gain (loss) ...        232,299      1,435,747      2,548,995        245,219       324,556
Net unrealized appreciation of investments ...........      1,921,201      3,197,613      6,202,529      6,811,225     1,767,229
                                                         ------------   ------------   ------------   ------------   -----------
Net Assets ...........................................   $ 56,920,033   $116,601,411   $152,761,166   $134,952,796   $51,683,934
                                                         ============   ============   ============   ============   ===========
Net Assets:
   Class A ...........................................   $ 56,290,271   $115,710,797   $151,589,209   $132,715,754   $51,168,963
   Class D ...........................................   $    629,762   $    890,614   $  1,171,957   $  2,237,042   $   514,971


Shares of Capital Stock outstanding ($.001 par value):
   Class A ...........................................      7,070,947     14,634,441     17,741,612     16,968,512     6,644,387
   Class D ...........................................         79,032        112,702        137,250        285,931        66,862
Net Asset Value per share:
   Class A ...........................................   $       7.96   $       7.91   $       8.54   $       7.82   $      7.70
   Class D ...........................................   $       7.97   $       7.90   $       8.54   $       7.82   $      7.70

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                           New York           Ohio           Oregon    South Carolina 
                                                            Series           Series          Series        Series     
                                                         -------------    ------------   ------------   ------------
<S>                                                      <C>              <C>            <C>            <C>         
Assets:
Investments, at value (see portfolios of investments):
   Long-term holdings ................................   $  83,224,511    $167,380,429   $ 59,785,438   $111,815,960
   Short-term holdings ...............................            --           600,000           --          700,000
                                                         -------------    ------------   ------------   ------------
                                                            83,224,511     167,980,429     59,785,438    112,515,960
Cash .................................................         486,157         213,687        173,856        113,115
Interest receivable ..................................       1,363,839       3,148,789      1,240,503      1,802,583
Expenses prepaid to shareholder service agent ........          31,722          67,077         25,010         45,502
Receivable for Capital Stock sold ....................          32,117          78,074         30,566         26,229
Receivable for securities sold .......................            --              --           91,659           --
Other ................................................            --              --              691           --
                                                         -------------    ------------   ------------   ------------
Total Assets .........................................      85,138,346     171,488,056     61,347,723    114,503,389
                                                         -------------    ------------   ------------   ------------


Liabilities:
Dividends payable ....................................         155,893         317,799        110,688        206,341
Payable for Capital Stock repurchased ................            --           149,580        119,117         52,865
Payable for securities purchased .....................            --              --             --             --
Accrued expenses, taxes, and other ...................         117,414         170,163         73,920        119,094
                                                         -------------    ------------   ------------   ------------
Total Liabilities ....................................         273,307         637,542        303,725        378,300
                                                         -------------    ------------   ------------   ------------
Net Assets ...........................................   $  84,865,039    $170,850,514   $ 61,043,998   $114,125,089
                                                         =============    ============   ============   ============


Composition of Net Assets:
Capital Stock, at par:
   Class A ...........................................          10,678          20,977          7,775         14,099
   Class D ...........................................             112              81            195            214
Additional paid-in capital ...........................      83,337,834     161,869,189     59,123,699    110,282,491
Undistributed/accumulated net realized gain (loss) ...        (945,837)        781,270         60,415        245,509
Net unrealized appreciation of investments ...........       2,462,252       8,178,997      1,851,914      3,582,776
                                                         -------------    ------------   ------------   ------------
Net Assets ...........................................   $  84,865,039    $170,850,514   $ 61,043,998   $114,125,089
                                                         =============    ============   ============   ============
Net Assets:
   Class A ...........................................   $  83,979,665    $170,191,172   $ 59,549,004   $112,421,410
   Class D ...........................................   $     885,374    $    659,342   $  1,494,994   $  1,703,679


Shares of Capital Stock outstanding ($.001 par value):
   Class A ...........................................      10,678,196      20,976,859      7,775,312     14,098,763
   Class D ...........................................         112,473          80,876        195,337        213,872
Net Asset Value per share:
   Class A ...........................................   $        7.86    $       8.11   $       7.66   $       7.97
   Class D ...........................................   $        7.87    $       8.15   $       7.65   $       7.97

</TABLE>


- ----------------
See notes to financial statements.


38 & 39
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
Statements of Operations                                                                       For the year ended September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                          National      Colorado    Georgia    Louisiana    Maryland  Massachusetts  Michigan  
                                           Series        Series      Series      Series      Series      Series       Series   
                                        ------------   ----------  ----------  ----------  ----------  -----------  -----------
<S>                                     <C>            <C>         <C>         <C>         <C>         <C>          <C>        
Investment income:
Interest .............................  $  6,855,375   $3,462,671  $3,720,235  $3,924,379  $3,556,584  $ 7,410,303  $ 9,558,662
                                        ------------   ----------  ----------  ----------  ----------  -----------  -----------

Expenses:
Management fees ......................       540,874      277,393     272,768     309,651     283,135      580,271      749,963
Shareholder account services .........       152,223       85,664     110,536      86,834     106,397      178,967      214,828
Distribution and service fees ........       101,668       52,884      73,720      65,902      58,211      119,889      153,603
Custody and related services .........        55,280       35,630      40,842      30,479      33,116       50,459      106,791
Auditing and legal fees ..............        37,566       39,673      39,067      39,405      39,312       40,128       39,957
Registration .........................        20,113        4,229       8,342       5,265       6,619       11,226       10,437
Shareholder reports and
   communications ....................        15,478        8,982       7,273       5,937       9,020       14,387       18,879
Directors' fees and expenses .........         5,291        4,794       4,712       4,733       4,849        5,199        5,362
Miscellaneous ........................        14,833        8,233       8,441      12,642       7,897       15,117       14,397
                                        ------------   ----------  ----------  ----------  ----------  -----------  -----------
Total expenses .......................       943,326      517,482     565,701     560,848     548,556    1,015,643    1,314,217
                                        ------------   ----------  ----------  ----------  ----------  -----------  -----------
Net investment income ................     5,912,049    2,945,189   3,154,534   3,363,531   3,008,028    6,394,660    8,244,445
                                        ------------   ----------  ----------  ----------  ----------  -----------  -----------

Net realized and unrealized gain
   (loss) on investments:
Net realized gain (loss) on
   investments .......................    (4,331,294)     318,881     362,501     468,171     236,106    1,446,650    2,565,892
Net change in unrealized appreciation/
   depreciation of investments .......    10,223,855    1,121,736   3,043,005   2,190,601   2,550,147    2,623,425    2,886,770
                                        ------------   ----------  ----------  ----------  ----------  -----------  -----------
Net gain on investments ..............     5,892,561    1,440,617   3,405,506   2,658,772   2,786,253    4,070,075    5,452,662
                                        ------------   ----------  ----------  ----------  ----------  -----------  -----------
Increase in net assets from
   operations ........................  $ 11,804,610   $4,385,806  $6,560,040  $6,022,303  $5,794,281  $10,464,735  $13,697,107
                                        ============   ==========  ==========  ==========  ==========  ===========  ===========

</TABLE>

<TABLE>
<CAPTION>

                                         Minnesota   Missouri    New York        Ohio        Oregon   South Carolina     
                                          Series      Series      Series        Series       Series      Series         
                                        ----------  ----------  -----------   -----------  ----------  -----------
<S>                                     <C>         <C>         <C>           <C>          <C>         <C>        
Investment income:
Interest .............................  $9,095,910  $3,197,641  $ 5,540,320   $10,867,219  $3,732,085  $ 7,041,025
                                        ----------  ----------  -----------   -----------  ----------  -----------

Expenses:
Management fees ......................     672,792     233,342      432,770       847,530     270,412      563,437
Shareholder account services .........     215,885      84,942      119,419       251,060      93,199      168,308
Distribution and service fees ........     148,930      51,267       78,093       170,666      69,241      124,392
Custody and related services .........      56,642      24,253       65,036        69,315      20,369       71,580
Auditing and legal fees ..............      42,350      38,491       37,558        38,766      39,570       38,766
Registration .........................      13,039       7,161        8,007        10,687       6,520       10,562
Shareholder reports and
   communications ....................      21,383       8,538        9,201        21,032       9,190       12,495
Directors' fees and expenses .........       5,499       4,786        5,008         5,462       4,814        4,937
Miscellaneous ........................      17,394       6,975       12,143        20,818      10,500       14,403
                                        ----------  ----------  -----------   -----------  ----------  -----------
Total expenses .......................   1,193,914     459,755      767,235     1,435,336     523,815    1,008,880
                                        ----------  ----------  -----------   -----------  ----------  -----------
Net investment income ................   7,901,996   2,737,886    4,773,085     9,431,883   3,208,270    6,032,145
                                        ----------  ----------  -----------   -----------  ----------  -----------

Net realized and unrealized gain
   (loss) on investments:
Net realized gain (loss) on
   investments .......................     250,044     331,360     (945,837)      810,038      70,060      255,806
Net change in unrealized appreciation/
   depreciation of investments .......   1,679,385   2,085,364    5,008,458     5,388,960   1,780,874    5,014,984
                                        ----------  ----------  -----------   -----------  ----------  -----------
Net gain on investments ..............   1,929,429   2,416,724    4,062,621     6,198,998   1,850,934    5,270,790
                                        ----------  ----------  -----------   -----------  ----------  -----------
Increase in net assets from
   operations ........................  $9,831,425  $5,154,610  $ 8,835,706   $15,630,881  $5,059,204  $11,302,935
                                        ==========  ==========  ===========   ===========  ==========  ===========
</TABLE>


- ----------------
See notes to financial statements.

40 & 41
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
Statements of Changes in Net Assets
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                              National Series                Colorado Series        
                                                                       ----------------------------    ---------------------------- 
                                                                          Year ended September 30         Year ended September 30   
                                                                       ----------------------------    ---------------------------- 
                                                                            1995          1994             1995           1994      
                                                                       -------------  -------------    -------------  ------------- 
<S>                                                                    <C>            <C>              <C>            <C>           
Operations:
Net investment income ................................................ $   5,912,049  $   6,589,275    $   2,945,189  $   3,224,514 
Net realized gain (loss) on investments ..............................    (4,331,294)       338,061          318,881       (416,365)
Net change in unrealized appreciation/depreciation
   of investments ....................................................    10,223,855    (17,056,468)       1,121,736     (4,628,524)
                                                                       -------------  -------------    -------------  ------------- 
     Increase (decrease) in net assets from operations ...............    11,804,610    (10,129,132)       4,385,806     (1,820,375)
                                                                       -------------  -------------    -------------  ------------- 
Distributions to shareholders:
Net investment income:
   Class A ...........................................................    (5,878,199)    (6,579,351)      (2,940,344)    (3,221,107)
   Class D ...........................................................       (33,850)        (9,924)          (4,845)        (3,407)
Net realized gain on investments:
   Class A ...........................................................          --       (7,771,486)            --         (691,165)
   Class D ...........................................................          --             --               --             --   
                                                                       -------------  -------------    -------------  ------------- 
     Decrease in net assets from distributions .......................    (5,912,049)   (14,360,761)      (2,945,189)    (3,915,679)
                                                                       -------------  -------------    -------------  ------------- 
Capital share transactions:*
Net proceeds from sale of shares:
   Class A ...........................................................     2,851,364      5,971,737        1,419,305      2,002,652 
   Class D ...........................................................       885,065        465,769          102,710        295,950 
Net asset value of shares issued in payment of dividends:
   Class A ...........................................................     3,020,506      3,400,031        1,614,670      1,836,135 
   Class D ...........................................................        23,901          8,413            3,014          3,032 
Exchanged from associated Funds:
   Class A ...........................................................     9,766,862      2,002,989          523,761        328,418 
   Class D ...........................................................       835,262           --               --             --   
Net asset value of shares issued in payment of gain distributions:
   Class A ...........................................................          --        5,686,643             --          481,882 
   Class D ...........................................................          --             --               --             --   
                                                                       -------------  -------------    -------------  ------------- 
     Total ...........................................................    17,382,960     17,535,582        3,663,460      4,948,069 
                                                                       -------------  -------------    -------------  ------------- 
Cost of shares repurchased:
   Class A ...........................................................   (18,952,660)   (14,947,349)      (7,041,417)    (8,307,267)
   Class D ...........................................................      (112,028)          --            (10,731)      (197,843)
Exchanged into associated Funds:
   Class A ...........................................................    (9,700,508)    (2,671,622)      (1,293,621)      (325,316)
   Class D ...........................................................      (931,548)          --             (1,000)          --   
                                                                       -------------  -------------    -------------  ------------- 
     Total ...........................................................   (29,696,744)   (17,618,971)      (8,346,769)    (8,830,426)
                                                                       -------------  -------------    -------------  ------------- 
     Increase (decrease) in net assets from capital share transactions   (12,313,784)       (83,389)      (4,683,309)    (3,882,357)
                                                                       -------------  -------------    -------------  ------------- 
     Increase (decrease) in net assets ...............................    (6,421,223)   (24,573,282)      (3,242,692)    (9,618,411)
Net Assets:
Beginning of year ....................................................   111,820,316    136,393,598       58,293,275     67,911,686 
                                                                       -------------  -------------    -------------  ------------- 
End of year .......................................................... $ 105,399,093  $ 111,820,316    $  55,050,583  $  58,293,275 
                                                                       =============  =============    =============  ============= 
</TABLE>



<TABLE>
<CAPTION>
                                                                               Georgia Series                Louisiana Series       
                                                                       ----------------------------    ---------------------------- 
                                                                          Year ended September 30         Year ended September 30   
                                                                       ----------------------------    ---------------------------- 
                                                                           1995            1994            1995           1994      
                                                                       -------------  -------------    -------------  ------------- 
<S>                                                                    <C>            <C>              <C>            <C>           
Operations:
Net investment income ................................................ $   3,154,534  $   3,409,541    $   3,363,531  $   3,501,383 
Net realized gain (loss) on investments ..............................       362,501        840,892          468,171      1,087,255 
Net change in unrealized appreciation/depreciation
   of investments ....................................................     3,043,005     (7,996,922)       2,190,601     (7,149,845)
                                                                       -------------  -------------    -------------  ------------- 
     Increase (decrease) in net assets from operations ...............     6,560,040     (3,746,489)       6,022,303     (2,561,207)
                                                                       -------------  -------------    -------------  ------------- 
Distributions to shareholders:
Net investment income:
   Class A ...........................................................    (3,090,529)    (3,394,688)      (3,335,643)    (3,489,832)
   Class D ...........................................................       (64,005)       (14,853)         (27,888)       (11,551)
Net realized gain on investments:
   Class A ...........................................................      (831,300)      (697,275)      (1,076,420)      (651,148)
   Class D ...........................................................       (13,226)          --            (12,456)          --   
                                                                       -------------  -------------    -------------  ------------- 
     Decrease in net assets from distributions .......................    (3,999,060)    (4,106,816)      (4,452,407)    (4,152,531)
                                                                       -------------  -------------    -------------  ------------- 
Capital share transactions:*
Net proceeds from sale of shares:
   Class A ...........................................................     2,570,447     10,507,635        1,592,654      4,332,380 
   Class D ...........................................................     1,264,930        807,930           65,763        731,696 
Net asset value of shares issued in payment of dividends:
   Class A ...........................................................     1,976,148      2,149,255        1,855,635      1,990,579 
   Class D ...........................................................        57,730         12,508           23,376          8,499 
Exchanged from associated Funds:
   Class A ...........................................................     1,271,396        388,188          250,945        152,113 
   Class D ...........................................................           250         67,560             --             --   
Net asset value of shares issued in payment of gain distributions:
   Class A ...........................................................       644,018        523,446          766,089        465,656 
   Class D ...........................................................        12,212           --              9,263           --   
                                                                       -------------  -------------    -------------  ------------- 
     Total ...........................................................     7,797,131     14,456,522        4,563,725      7,680,923 
                                                                       -------------  -------------    -------------  ------------- 
Cost of shares repurchased:
   Class A ...........................................................   (10,210,900)    (8,509,637)      (5,202,189)    (5,898,457)
   Class D ...........................................................      (125,984)        (6,557)        (354,393)        (8,369)
Exchanged into associated Funds:
   Class A ...........................................................    (2,507,796)      (421,723)        (269,863)      (443,843)
   Class D ...........................................................       (71,202)          --               --             --   
                                                                       -------------  -------------    -------------  ------------- 
     Total ...........................................................   (12,915,882)    (8,937,917)      (5,826,445)    (6,350,669)
                                                                       -------------  -------------    -------------  ------------- 
     Increase (decrease) in net assets from capital share transactions    (5,118,751)     5,518,605       (1,262,720)     1,330,254 
                                                                       -------------  -------------    -------------  ------------- 
     Increase (decrease) in net assets ...............................    (2,557,771)    (2,334,700)         307,176     (5,383,484)
Net Assets:
Beginning of year ....................................................    62,315,206     64,649,906       62,145,816     67,529,300 
                                                                       -------------  -------------    -------------  ------------- 
End of year .......................................................... $  59,757,435  $  62,315,206    $  62,452,992  $  62,145,816 
                                                                       =============  =============    =============  ============= 
</TABLE>


<TABLE>
<CAPTION>
                                                                              Maryland Series               Massachusetts Series
                                                                       ----------------------------    ----------------------------
                                                                          Year ended September 30         Year ended September 30
                                                                       ----------------------------    ----------------------------
                                                                           1995           1994             1995           1994
                                                                       -------------  -------------    -------------  -------------
<S>                                                                    <C>            <C>              <C>            <C>          
Operations:
Net investment income ................................................ $   3,008,028  $   3,157,225    $   6,394,660  $   7,078,947
Net realized gain (loss) on investments ..............................       236,106      1,412,023        1,446,650      1,458,962
Net change in unrealized appreciation/depreciation
   of investments ....................................................     2,550,147     (7,140,388)       2,623,425    (12,499,475)
                                                                       -------------  -------------    -------------  -------------
     Increase (decrease) in net assets from operations ...............     5,794,281     (2,571,140)      10,464,735     (3,961,566)
                                                                       -------------  -------------    -------------  -------------
Distributions to shareholders:
Net investment income:
   Class A ...........................................................    (2,986,376)    (3,152,145)      (6,351,161)    (7,052,050)
   Class D ...........................................................       (21,652)        (5,080)         (43,499)       (26,897)
Net realized gain on investments:
   Class A ...........................................................      (980,988)    (1,301,057)        (490,162)    (3,330,375)
   Class D ...........................................................        (7,361)          --             (4,647)          --
                                                                       -------------  -------------    -------------  -------------
     Decrease in net assets from distributions .......................    (3,996,377)    (4,458,282)      (6,889,469)   (10,409,322)
                                                                       -------------  -------------    -------------  -------------
Capital share transactions:*
Net proceeds from sale of shares:
   Class A ...........................................................     1,825,028      3,212,373        3,096,538      3,798,317
   Class D ...........................................................       365,965        379,503          618,045      1,106,567
Net asset value of shares issued in payment of dividends:
   Class A ...........................................................     1,711,454      1,805,934        3,662,542      4,060,575
   Class D ...........................................................        14,257          2,594           33,446         22,729
Exchanged from associated Funds:
   Class A ...........................................................     1,329,821        291,207        5,018,822        896,517
   Class D ...........................................................        15,045         58,087           70,140         37,901
Net asset value of shares issued in payment of gain distributions:
   Class A ...........................................................       716,294        941,569          373,978      2,447,863
   Class D ...........................................................         5,227           --              4,460           --
                                                                       -------------  -------------    -------------  -------------
     Total ...........................................................     5,983,091      6,691,267       12,877,971     12,370,469
                                                                       -------------  -------------    -------------  -------------
Cost of shares repurchased:
   Class A ...........................................................    (6,866,029)    (5,782,224)     (14,533,095)   (14,268,282)
   Class D ...........................................................      (132,593)        (7,091)        (126,610)        (4,051)
Exchanged into associated Funds:
   Class A ...........................................................    (1,469,104)      (656,915)      (5,616,572)    (1,982,187)
   Class D ...........................................................       (80,763)          --           (824,191)          --
                                                                       -------------  -------------    -------------  -------------
     Total ...........................................................    (8,548,489)    (6,446,230)     (21,100,468)   (16,254,520)
                                                                       -------------  -------------    -------------  -------------
     Increase (decrease) in net assets from capital share transactions    (2,565,398)       245,037       (8,222,497)    (3,884,051)
                                                                       -------------  -------------    -------------  -------------
     Increase (decrease) in net assets ...............................      (767,494)    (6,784,385)      (4,647,231)   (18,254,939)
Net Assets:
Beginning of year ....................................................    57,687,527     64,471,912      121,248,642    139,503,581
                                                                       -------------  -------------    -------------  -------------
End of year .......................................................... $  56,920,033  $  57,687,527    $ 116,601,411  $ 121,248,642
                                                                       =============  =============    =============  =============
</TABLE>


- ----------------
* The Fund began offering Class D shares on February 1, 1994
See notes to financial statements.

42 & 43
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
Statements of Changes in Net Assets (continued)                                                For the year ended September 30, 1995
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                              Michigan Series                Minnesota Series       
                                                                       ----------------------------   ----------------------------  
                                                                          Year ended September 30        Year ended September 30    
                                                                       ----------------------------   ----------------------------  
                                                                            1995           1994            1995           1994      
                                                                       -------------  -------------   -------------  -------------  
<S>                                                                    <C>            <C>             <C>            <C>            
Operations:
Net investment income ................................................ $   8,244,445  $   8,420,810   $   7,901,996  $   7,992,624  
Net realized gain (loss) on investments ..............................     2,565,892      1,400,509         250,044        252,585  
Net change in unrealized appreciation/depreciation
   of investments ....................................................     2,886,770    (14,509,279)      1,679,385     (8,005,539) 
                                                                       -------------  -------------   -------------  -------------  
     Increase (decrease) in net assets from operations ...............    13,697,107     (4,687,960)      9,831,425        239,670  
                                                                       -------------  -------------   -------------  -------------  
Distributions to shareholders:
Net investment income:
   Class A ...........................................................    (8,206,113)    (8,409,762)     (7,807,472)    (7,964,073) 
   Class D ...........................................................       (38,332)       (11,048)        (94,524)       (28,551) 
Net realized gain on investments:
   Class A ...........................................................      (775,115)    (1,589,823)       (243,727)    (2,074,841) 
   Class D ...........................................................        (3,791)          --            (3,101)          --    
                                                                       -------------  -------------   -------------  -------------  
     Decrease in net assets from distributions .......................    (9,023,351)   (10,010,633)     (8,148,824)   (10,067,465) 
                                                                       -------------  -------------   -------------  -------------  
Capital share transactions:*
Net proceeds from sale of shares:
   Class A ...........................................................     6,333,074     10,111,077       4,204,185      5,208,522  
   Class D ...........................................................       580,729        673,043         859,498      1,717,093  
Net asset value of shares issued in payment of dividends:
   Class A ...........................................................     5,053,914      5,154,199       5,253,143      5,433,767  
   Class D ...........................................................        30,472          8,610          63,245         16,151  
Exchanged from associated Funds:
   Class A ...........................................................       864,699        688,118       1,435,131      1,460,540  
   Class D ...........................................................       104,572         21,595         159,356           --    
Net asset value of shares issued in payment of gain distributions:
   Class A ...........................................................       582,931      1,189,231         192,123      1,651,286  
   Class D ...........................................................         3,281           --             2,291           --    
                                                                       -------------  -------------   -------------  -------------  
     Total ...........................................................    13,553,672     17,845,873      12,168,972     15,487,359  
                                                                       -------------  -------------   -------------  -------------  
Cost of shares repurchased:
   Class A ...........................................................   (14,573,617)   (14,462,042)    (12,629,875)   (11,789,824) 
   Class D ...........................................................      (181,421)       (15,255)       (277,761)       (51,319) 
Exchanged into associated Funds:
   Class A ...........................................................    (2,418,114)    (1,542,287)     (2,382,699)    (1,779,118) 
   Class D ...........................................................       (58,666)          --          (247,272)          --    
                                                                       -------------  -------------   -------------  -------------  
     Total ...........................................................   (17,231,818)   (16,019,584)    (15,537,607)   (13,620,261) 
                                                                       -------------  -------------   -------------  -------------  
     Increase (decrease) in net assets from capital share transactions    (3,678,146)     1,826,289      (3,368,635)     1,867,098  
                                                                       -------------  -------------   -------------  -------------  
     Increase (decrease) in net assets ...............................       995,610    (12,872,304)     (1,686,034)    (7,960,697) 
Net Assets:
Beginning of year ....................................................   151,765,556    164,637,860     136,638,830    144,599,527  
                                                                       -------------  -------------   -------------  -------------  
End of year .......................................................... $ 152,761,166  $ 151,765,556   $ 134,952,796  $ 136,638,830  
                                                                       =============  =============   =============  =============  
</TABLE>


<TABLE>
<CAPTION>
                                                                              Missouri Series                New York Series       
                                                                       ----------------------------   ---------------------------- 
                                                                          Year ended September 30        Year ended September 30   
                                                                       ----------------------------   ---------------------------- 
                                                                            1995           1994           1995            1994     
                                                                       -------------  -------------   -------------  ------------- 
<S>                                                                    <C>            <C>             <C>            <C>           
Operations:
Net investment income ................................................ $   2,737,886  $   2,853,372   $   4,773,085  $   5,217,903 
Net realized gain (loss) on investments ..............................       331,360        672,212        (945,837)     1,999,229 
Net change in unrealized appreciation/depreciation
   of investments ....................................................     2,085,364     (6,217,058)      5,008,458    (12,683,003)
                                                                       -------------  -------------   -------------  ------------- 
     Increase (decrease) in net assets from operations ...............     5,154,610     (2,691,474)      8,835,706     (5,465,871)
                                                                       -------------  -------------   -------------  ------------- 
Distributions to shareholders:
Net investment income:
   Class A ...........................................................    (2,720,786)    (2,843,798)     (4,746,318)    (5,208,022)
   Class D ...........................................................       (17,100)        (9,574)        (26,767)        (9,881)
Net realized gain on investments:
   Class A ...........................................................      (491,076)      (749,354)     (1,996,017)    (2,401,063)
   Class D ...........................................................        (3,310)          --           (10,892)          --   
                                                                       -------------  -------------   -------------  ------------- 
     Decrease in net assets from distributions .......................    (3,232,272)    (3,602,726)     (6,779,994)    (7,618,966)
                                                                       -------------  -------------   -------------  ------------- 
Capital share transactions:*
Net proceeds from sale of shares:
   Class A ...........................................................     1,490,314      3,402,151       5,616,771      5,317,038 
   Class D ...........................................................       221,573        489,521         157,609        491,124 
Net asset value of shares issued in payment of dividends:
   Class A ...........................................................     1,401,213      1,500,294       2,634,442      2,808,015 
   Class D ...........................................................        12,801            899          21,246          7,955 
Exchanged from associated Funds:
   Class A ...........................................................       365,314        733,086       2,263,947        716,645 
   Class D ...........................................................          --           17,699         364,576           --   
Net asset value of shares issued in payment of gain distributions:
   Class A ...........................................................       321,122        498,507       1,604,994      1,930,880 
   Class D ...........................................................         3,144           --             9,747           --   
                                                                       -------------  -------------   -------------  ------------- 
     Total ...........................................................     3,815,481      6,642,157      12,673,332     11,271,657 
                                                                       -------------  -------------   -------------  ------------- 
Cost of shares repurchased:
   Class A ...........................................................    (6,123,870)    (3,359,520)    (15,940,087)    (9,315,602)
   Class D ...........................................................       (70,945)      (136,335)       (156,491)          --   
Exchanged into associated Funds:
   Class A ...........................................................      (814,682)      (741,558)     (5,149,991)    (2,166,255)
   Class D ...........................................................       (15,500)          --            (7,500)          --   
                                                                       -------------  -------------   -------------  ------------- 
     Total ...........................................................    (7,024,997)    (4,237,413)    (21,254,069)   (11,481,857)
                                                                       -------------  -------------   -------------  ------------- 
     Increase (decrease) in net assets from capital share transactions    (3,209,516)     2,404,744      (8,580,737)      (210,200)
                                                                       -------------  -------------   -------------  ------------- 
     Increase (decrease) in net assets ...............................    (1,287,178)    (3,889,456)     (6,525,025)   (13,295,037)
Net Assets:
Beginning of year ....................................................    52,971,112     56,860,568      91,390,064    104,685,101 
                                                                       -------------  -------------   -------------  ------------- 
End of year .......................................................... $  51,683,934  $  52,971,112   $  84,865,039  $  91,390,064 
                                                                       =============  =============   =============  ============= 
</TABLE>


<TABLE>
<CAPTION>
                                                                              Ohio Series                     Oregon Series
                                                                       ----------------------------   ----------------------------
                                                                          Year ended September 30        Year ended September 30
                                                                       ----------------------------   ----------------------------
                                                                            1995           1994            1995           1994
                                                                       -------------  -------------   -------------  -------------
<S>                                                                    <C>            <C>             <C>            <C>          
Operations:
Net investment income ................................................ $   9,431,883  $   9,704,400   $   3,208,270  $   3,204,214
Net realized gain (loss) on investments ..............................       810,038      1,864,934          70,060        636,094
Net change in unrealized appreciation/depreciation
   of investments ....................................................     5,388,960    (17,335,724)      1,780,874     (5,354,310)
                                                                       -------------  -------------   -------------  -------------
     Increase (decrease) in net assets from operations ...............    15,630,881     (5,766,390)      5,059,204     (1,514,002)
                                                                       -------------  -------------   -------------  -------------
Distributions to shareholders:
Net investment income:
   Class A ...........................................................    (9,410,971)    (9,697,970)     (3,154,482)    (3,193,582)
   Class D ...........................................................       (20,912)        (6,430)        (53,788)       (10,632)
Net realized gain on investments:
   Class A ...........................................................    (1,594,353)    (3,703,561)       (140,983)      (494,099)
   Class D ...........................................................        (3,594)          --            (2,232)          --
                                                                       -------------  -------------   -------------  -------------
     Decrease in net assets from distributions .......................   (11,029,830)   (13,407,961)     (3,351,485)    (3,698,313)
                                                                       -------------  -------------   -------------  -------------
Capital share transactions:*
Net proceeds from sale of shares:
   Class A ...........................................................     4,802,866      9,557,949       3,693,429      7,552,039
   Class D ...........................................................       277,972        328,208         897,335        896,846
Net asset value of shares issued in payment of dividends:
   Class A ...........................................................     5,871,637      6,102,997       1,966,334      2,003,359
   Class D ...........................................................        17,037          5,793          38,946          7,973
Exchanged from associated Funds:
   Class A ...........................................................       787,632        720,509         884,994        437,837
   Class D ...........................................................        28,117           --              --             --
Net asset value of shares issued in payment of gain distributions:
   Class A ...........................................................     1,221,569      2,815,286         107,524        372,237
   Class D ...........................................................         3,510           --             1,995           --
                                                                       -------------  -------------   -------------  -------------
     Total ...........................................................    13,010,340     19,530,742       7,590,557     11,270,291
                                                                       -------------  -------------   -------------  -------------
Cost of shares repurchased:
   Class A ...........................................................   (15,867,883)   (16,355,416)     (6,179,880)    (6,282,450)
   Class D ...........................................................       (10,683)          --          (210,837)       (40,414)
Exchanged into associated Funds:
   Class A ...........................................................    (2,675,846)    (2,290,059)     (2,472,172)    (1,100,956)
   Class D ...........................................................          --             --          (118,837)        (2,000)
                                                                       -------------  -------------   -------------  -------------
     Total ...........................................................   (18,554,412)   (18,645,475)     (8,981,726)    (7,425,820)
                                                                       -------------  -------------   -------------  -------------
     Increase (decrease) in net assets from capital share transactions    (5,544,072)       885,267      (1,391,169)     3,844,471
                                                                       -------------  -------------   -------------  -------------
     Increase (decrease) in net assets ...............................      (943,021)   (18,289,084)        316,550     (1,367,844)
Net Assets:
Beginning of year ....................................................   171,793,535    190,082,619      60,727,448     62,095,292
                                                                       -------------  -------------   -------------  -------------
End of year .......................................................... $ 170,850,514  $ 171,793,535   $  61,043,998  $  60,727,448
                                                                       =============  =============   =============  =============
</TABLE>


- ----------------
* The Fund began offering Class D shares on February 1, 1994
See notes to financial statements.


44 & 45
<PAGE>

<TABLE>
<CAPTION>
=====================================================================================================
Statements of Changes in Net Assets (continued)                 For the year ended September 30, 1995
- -----------------------------------------------------------------------------------------------------

                                                                            South Carolina Series
                                                                        -----------------------------
                                                                            Year ended September 30
                                                                        -----------------------------
                                                                             1995            1994
                                                                        -------------   -------------
<S>                                                                     <C>             <C>          
Operations:
Net investment income ................................................  $   6,032,145   $   6,250,740
Net realized gain on investments .....................................        255,806         203,935
Net change in unrealized appreciation/depreciation
   of investments ....................................................      5,014,984     (12,270,797)
                                                                        -------------   -------------
     Increase (decrease) in net assets from operations ...............     11,302,935      (5,816,122)
                                                                        -------------   -------------
Distributions to shareholders:
Net investment income:
   Class A ...........................................................     (5,962,919)     (6,222,624)
   Class D ...........................................................        (69,226)        (28,116)
Net realized gain on investments:
   Class A ...........................................................       (207,068)     (1,795,272)
   Class D ...........................................................         (2,607)           --
                                                                        -------------   -------------
     Decrease in net assets from distributions .......................     (6,241,820)     (8,046,012)
                                                                        -------------   -------------
Capital share transactions:*
Net proceeds from sale of shares:
   Class A ...........................................................      7,883,988      21,175,039
   Class D ...........................................................        440,392       1,541,603
Net asset value of shares issued in payment of dividends:
   Class A ...........................................................      3,428,206       3,661,681
   Class D ...........................................................         56,548          21,347
Exchanged from associated Funds:
   Class A ...........................................................      1,353,402         221,817
   Class D ...........................................................         89,667          46,010
Net asset value of shares issued in payment of gain distributions:
   Class A ...........................................................        162,756       1,363,300
   Class D ...........................................................          2,494            --
                                                                        -------------   -------------
     Total ...........................................................     13,417,453      28,030,797
                                                                        -------------   -------------
Cost of shares repurchased:
   Class A ...........................................................    (17,698,986)    (16,114,470)
   Class D ...........................................................       (360,978)        (66,265)
Exchanged into associated Funds:
   Class A ...........................................................     (2,826,362)     (1,961,069)
   Class D ...........................................................        (78,655)         (4,000)
                                                                        -------------   -------------
     Total ...........................................................    (20,964,981)    (18,145,804)
                                                                        -------------   -------------
     Increase (decrease) in net assets from capital share transactions     (7,547,528)      9,884,993
                                                                        -------------   -------------
     Decrease in net assets ..........................................     (2,486,413)     (3,977,141)
Net Assets:
Beginning of year ....................................................    116,611,502     120,588,643
                                                                        -------------   -------------
End of year ..........................................................  $ 114,125,089   $ 116,611,502
                                                                        =============   =============
</TABLE>

- ----------------
* The Fund began offering Class D shares on February 1, 1994
See notes to financial statements.



46
<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." Each Series of the Fund offers two classes of shares. All shares
existing prior to February 1, 1994, were 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 distribution fee of up to 0.75% and
a service fee of up to 0.25% on an annual basis, and contingent deferred sales
load ("CDSL") of 1% imposed on certain redemptions made within one year of
purchase. The two classes of shares for each 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.

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 value of the shares 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.


3. Purchases and sales of portfolio securities, excluding short-term
investments, for the year ended September 30, 1995, were as follows:

   Series                   Purchases                   Sales
   ------                   ---------                   -----
National                   $26,406,482               $38,510,292
Colorado                     8,032,500                12,691,612
Georgia                      1,995,000                 8,468,485
Louisiana                    2,937,540                 5,375,633
Maryland                     2,003,020                 7,857,632
Massachusetts               18,759,795                28,341,893
Michigan                    30,379,770                36,276,102
Minnesota                    7,265,731                14,686,729
Missouri                     1,957,000                 3,803,879
New York                    29,010,192                38,452,106
Ohio                         4,930,050                12,910,963
Oregon                       1,433,885                 2,405,000
South Carolina               4,576,189                13,011,164



                                                                              47
<PAGE>



================================================================================
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------

At September 30, 1995, 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                    $3,473,095                $2,509,813
Colorado                     2,341,619                 1,162,695
Georgia                      1,827,427                   934,451
Louisiana                    2,985,796                 1,017,562
Maryland                     2,555,361                   634,160
Massachusetts                4,443,538                 1,245,925
Michigan                     6,893,276                   690,747
Minnesota                    9,663,606                 2,852,381
Missouri                     2,704,405                   937,176
New York                     3,147,982                   685,730
Ohio                         9,537,102                 1,358,105
Oregon                       2,406,233                   554,319
South Carolina               4,744,485                 1,161,709

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, 1995, the Manager, at its discretion, waived portions of its
fee for the Georgia, Missouri, and Oregon Series, equal to $28,814, $24,653, and
$28,465, respectively. The management fees reflected in the Statements of
Operations for the Georgia, Missouri, and Oregon Series represent annualized
rates of 0.45%, 0.45%, and 0.45%, 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 concessions after commissions were paid to dealers for the sale of
Class A shares:

                           Distributor                Dealer
   Series                  Concessions              Commissions
   ------                  -----------              -----------
National                     $11,153                 $ 79,889
Colorado                       5,942                   44,871
Georgia                       12,480                   93,530
Louisiana                      7,730                   54,577
Maryland                       8,750                   66,429
Massachusetts                 12,600                   94,205
Michigan                      30,006                  227,211
Minnesota                     18,444                  140,533
Missouri                       6,965                   53,304
New York                      14,942                  112,407
Ohio                          23,679                  178,085
Oregon                        16,678                  123,858
South Carolina                30,670                  237,827

The Fund has 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 attributable to the particular service organizations for
providing personal services and/or the maintenance of shareholder accounts. For
the year ended September 30, 1995, the Distributor charged such fees to the Fund
pursuant to the Plan as follows:

                                                    Annualized
                           Total Fees              % of Average
   Series                     Paid                  Net Assets
   ------                     ----                  ----------
National                    $ 93,899                    .09%
Colorado                      51,731                    .09
Georgia                       58,540                    .10
Louisiana                     59,609                    .10
Maryland                      53,104                    .09
Massachusetts                110,101                    .10
Michigan                     144,787                    .10
Minnesota                    129,656                    .10
Missouri                      47,193                    .09
New York                      72,017                    .08
Ohio                         165,972                    .10
Oregon                        56,992                    .10
South Carolina               108,626                    .10



48
<PAGE>



================================================================================

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

The Fund has 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 year ended September 30, 1995,
fees paid equivalent to 1% per annum of the average daily net assets of Class D
shares were as follows:

   Series
   ------
National                     $ 7,769
Colorado                       1,153
Georgia                       15,180
Louisiana                      6,293
Maryland                       5,107
Massachusetts                  9,788
Michigan                       8,816
Minnesota                     19,274
Missouri                       4,074
New York                       6,076
Ohio                           4,694
Oregon                        12,249
South Carolina                15,766

The Distributor is entitled to retain any CDSL imposed on certain redemptions of
Class D shares occurring within one year of purchase. For the year ended
September 30, 1995, such charges were as follows:

   Series
   ------
National                        $101
Georgia                          378
Louisiana                        409
Massachusetts                    323
Michigan                         796
Minnesota                        700
Missouri                         428
New York                         940
Ohio                             100
Oregon                           841
South Carolina                   356

Effective April 1, 1995, Seligman Services, Inc., an affiliate of the Manager
became eligible to receive commissions from certain sales of Fund shares, as
well as distribution and service fees pursuant to the Plan. For the period ended
September 30, 1995, Seligman Services, Inc. received commissions of $12,136 from
sales of shares of the Fund. Seligman Services, Inc. also received distribution
and service fees of $15,566, pursuant to the Plan.

Seligman Data Corp., which is owned by certain associated investment companies,
charged at cost for shareholder account services the following amounts:

   Series
   ------
National                    $152,223
Colorado                      85,664
Georgia                      110,536
Louisiana                     86,834
Maryland                     106,397
Massachusetts                178,967
Michigan                     214,828
Minnesota                    215,885
Missouri                      84,942
New York                     119,419
Ohio                         251,060
Oregon                        93,199
South Carolina               168,308

Certain officers and directors of the Fund are officers or directors of the
Manager, the Distributor, Seligman Services, Inc., and/or Seligman Data Corp.

Fees of $56,000 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. Deferred fees and the related accrued interest are not deductible for
federal income tax purposes until such amounts are paid. The annual



                                                                              49
<PAGE>



================================================================================
Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------

cost of such fees and interest is included in directors' fees and expenses, and
the accumulated balances thereof at September 30, 1995, are as follows:

   Series
   ------
National                     $15,201
Colorado                       9,096
Georgia                        8,450
Louisiana                      9,988
Maryland                       9,988
Massachusetts                 12,727
Michigan                      12,249
Minnesota                     12,727
Missouri                       9,096
New York                      12,727
Ohio                          12,727
Oregon                         8,922
South Carolina                 8,450

5. Class-specific expenses charged to Class A and Class D shares for the year
ended September 30, 1995, which are included in the corresponding captions of
the Statements of Operations, were as follows:

<TABLE>
<CAPTION>
                                                                                                   Shareholder
                                       Distribution                                                reports and
    Series                           and service fees                   Registration              communications
    ------                           ----------------                   ------------              --------------
<S>                                       <C>                              <C>                        <C>   
National:
    Class A                               $ 93,899                         $4,514                     $1,584
    Class D                                  7,769                          1,220                         15
Colorado:
    Class A                                 51,731                            720                      1,346
    Class D                                  1,153                            186                          2
Georgia:
    Class A                                 58,540                          2,650                        829
    Class D                                 15,180                            865                         17
Louisiana:
    Class A                                 59,609                          1,191                        716
    Class D                                  6,293                            790                         26
Maryland:
    Class A                                 53,104                          2,474                      1,484
    Class D                                  5,107                            727                         12
Massachusetts:
    Class A                                110,101                          2,186                      2,059
    Class D                                  9,788                          1,642                         32
Michigan:
    Class A                                144,787                          1,897                      2,981
    Class D                                  8,816                          1,791                         40
Minnesota:
    Class A                                129,656                          1,547                      4,830
    Class D                                 19,274                          1,158                        141
Missouri:
    Class A                                 47,193                            764                      1,518
    Class D                                  4,074                            665                         15
New York:
    Class A                                 72,017                          1,471                      1,625
    Class D                                  6,076                            976                         10
Ohio:
    Class A                                165,972                          1,235                      3,236
    Class D                                  4,694                            799                         19
</TABLE>



50
<PAGE>



================================================================================

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

Note 5. (continued)
<TABLE>
<CAPTION>
                                                                                                   Shareholder
                                       Distribution                                                reports and
    Series                           and service fees                   Registration              communications
    ------                           ----------------                   ------------              --------------
<S>                                       <C>                              <C>                        <C>   
Oregon:
    Class A                               $ 56,992                         $1,724                     $1,985
    Class D                                 12,249                            755                         24
South Carolina:
    Class A                                108,626                             60                      4,160
    Class D                                 15,766                            924                         96
</TABLE>

6. In accordance with current federal income tax law, each of the Series' net
realized capital gains and losses are considered separately for purposes of
determining taxable capital gains. At September 30, 1995, the net loss
carryforwards for the National, Colorado and New York Series amounted to
$457,352, $268,007 and $48,960, respectively, which are available for offset
against future taxable net gains, expiring in 2003. Accordingly, no capital gain
distributions are expected to be paid to shareholders of the National, Colorado
and New York Series until net capital gains have been realized in excess of the
available capital loss carryforwards.

7. At September 30, 1995, 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.

Transactions in shares of Capital Stock were as follows:*

<TABLE>
<CAPTION>
                                                        National Series            Colorado Series              Georgia Series
                                                   ------------------------    ------------------------    -------------------------
                                                          Year ended                 Year ended                   Year ended
                                                         September 30               September 30                 September 30
                                                   ------------------------    ------------------------    -------------------------
                                                      1995          1994          1995           1994         1995          1994
                                                   ----------    ----------    ----------    ----------    ----------    ----------
<S>                                                <C>           <C>           <C>           <C>           <C>           <C>        
Sale of shares:
   Class A .....................................      390,656       764,281       197,677       268,474       342,804     1,300,888
   Class D .....................................      119,342        60,983        14,107        40,581       168,888       104,340
Shares issued in payment of dividends:
   Class A .....................................      414,132       438,686       226,321       247,700       263,035       272,060
   Class D .....................................        3,246         1,137           424           420         7,605         1,633
Exchanged from associated Funds:
   Class A .....................................    1,396,452       259,262        73,282        42,669       169,875        48,335
   Class D .....................................      122,280          --            --            --              32         8,316
Shares issued in payment of gain distributions:
   Class A .....................................         --         706,415          --          63,489        94,017        63,913
   Class D .....................................         --            --            --            --           1,780          --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Total ..........................................    2,446,108     2,230,764       511,811       663,333     1,048,036     1,799,485
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Shares repurchased:
   Class A .....................................   (2,610,634)   (1,943,600)     (997,269)   (1,126,423)   (1,363,466)   (1,083,796)
   Class D .....................................      (14,877)         --          (1,468)      (27,460)      (16,580)         (861)
Exchanged into associated Funds:
   Class A .....................................   (1,359,162)     (345,902)     (185,668)      (43,792)     (337,410)      (54,072)
   Class D .....................................     (131,648)         --            (136)         --          (9,351)         --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Total ..........................................   (4,116,321)   (2,289,502)   (1,184,541)   (1,197,675)   (1,726,807)   (1,138,729)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Increase (decrease) in shares ..................   (1,670,213)      (58,738)     (672,730)     (534,342)     (678,771)      660,756
                                                   ==========    ==========    ==========    ==========    ==========    ========== 
</TABLE>

- ----------
* The Fund began offering Class D shares on February 1, 1994.



                                                                              51
<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
                                                   ------------------------    ------------------------    -------------------------
                                                      1995          1994          1995           1994         1995          1994
                                                   ----------    ----------    ----------    ----------    ----------    ----------
<S>                                                <C>           <C>           <C>           <C>           <C>           <C>        
Sale of shares:
   Class A .....................................      203,544       511,859       235,573       397,002       399,337       472,153
   Class D .....................................        8,145        88,738        46,497        48,184        80,201       136,211
Shares issued in payment of dividends:
   Class A .....................................      235,011       238,291       222,065       222,712       475,382       506,326
   Class D .....................................        2,969         1,050         1,836           330         4,357         2,911
Exchanged from associated Funds:
   Class A .....................................       32,811        18,733       174,666        35,901       643,216       111,424
   Class D .....................................         --            --           1,883         7,334         8,872         4,948
Shares issued in payment of gain distributions:
   Class A .....................................      104,944        54,209       101,029       113,033        51,797       297,793
   Class D .....................................        1,269          --             737          --             618          --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Total ..........................................      588,693       912,880       784,286       824,496     1,663,780     1,531,766
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Shares repurchased:
   Class A .....................................     (660,838)     (712,918)     (892,644)     (720,685)   (1,900,781)   (1,783,099)
   Class D .....................................      (43,956)       (1,054)      (16,759)         (901)      (16,608)         (516)
Exchanged into associated Funds:
   Class A .....................................      (34,105)      (54,301)     (192,205)      (83,511)     (722,628)     (247,705)
   Class D .....................................         --            --         (10,109)         --        (108,292)         --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Total ..........................................     (738,899)     (768,273)   (1,111,717)     (805,097)   (2,748,309)   (2,031,320)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Increase (decrease) in shares ..................     (150,206)      144,607      (327,431)       19,399    (1,084,529)     (499,554)
                                                   ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>


<TABLE>
<CAPTION>
                                                       Michigan Series            Minnesota Series             Missouri Series
                                                   ------------------------    ------------------------    -------------------------
                                                          Year ended                 Year ended                   Year ended
                                                         September 30               September 30                 September 30
                                                   ------------------------    ------------------------    -------------------------
                                                      1995          1994          1995           1994         1995          1994
                                                   ----------    ----------    ----------    ----------    ----------    ----------
<S>                                                <C>           <C>           <C>           <C>           <C>           <C>        
Sale of shares:
   Class A .....................................      757,584     1,164,238       544,854       649,224       199,885       432,301
   Class D .....................................       69,200        79,168       111,851       217,891        28,871        63,051
Shares issued in payment of dividends:
   Class A .....................................      607,709       595,784       681,571       681,934       187,773       192,135
   Class D .....................................        3,659         1,022         8,190         2,070         1,688           119
Exchanged from associated Funds:
   Class A .....................................      104,833        78,106       186,606       181,367        49,003        95,722
   Class D .....................................       12,331         2,579        20,768          --            --           2,376
Shares issued in payment of gain distributions:
   Class A .....................................       75,509       133,922        26,068       203,361        46,811        61,773
   Class D .....................................          425          --             310          --             458          --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Total ..........................................    1,631,250     2,054,819     1,580,218     1,935,847       514,489       847,477
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Shares repurchased:
   Class A .....................................   (1,759,378)   (1,673,481)   (1,640,906)   (1,478,662)     (829,527)     (432,021)
   Class D .....................................      (22,079)       (1,801)      (35,960)       (6,565)       (9,384)      (18,300)
Exchanged into associated Funds:
   Class A .....................................     (293,434)     (176,197)     (308,844)     (223,599)     (108,014)      (96,265)
   Class D .....................................       (7,254)         --         (32,624)         --          (2,017)         --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Total ..........................................   (2,082,145)   (1,851,479)   (2,018,334)   (1,708,826)     (948,942)     (546,586)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Increase (decrease) in shares ..................     (450,895)      203,340      (438,116)      227,021      (434,453)      300,891
                                                   ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>



52
<PAGE>



================================================================================

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

<TABLE>
<CAPTION>
                                                       New York Series               Ohio Series                 Oregon Series
                                                   ------------------------    ------------------------    -------------------------
                                                          Year ended                 Year ended                   Year ended
                                                         September 30               September 30                 September 30
                                                   ------------------------    ------------------------    -------------------------
                                                      1995          1994          1995           1994         1995          1994
                                                   ----------    ----------    ----------    ----------    ----------    ----------
<S>                                                <C>           <C>           <C>           <C>           <C>           <C>        
Sale of shares:
   Class A .....................................      759,986       644,155       607,544     1,140,889       491,549       973,723
   Class D .....................................       20,328        61,053        35,134        40,208       119,881       118,176
Shares issued in payment of dividends:
   Class A .....................................      346,619       345,368       742,966       738,057       263,145       258,985
   Class D .....................................        2,790         1,014         2,142           718         5,200         1,057
Exchanged from associated Funds:
   Class A .....................................      307,438        89,847       100,205        86,706       117,527        56,640
   Class D .....................................       46,880          --           3,512          --            --            --
Shares issued in payment of gain distributions:
   Class A .....................................      233,284       230,141       166,200       332,776        15,449        47,000
   Class D .....................................        1,417          --             476          --             287          --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Total ..........................................    1,718,742     1,371,578     1,658,179     2,339,354     1,013,038     1,455,581
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Shares repurchased:
   Class A .....................................   (2,115,969)   (1,153,513)   (2,013,198)   (1,984,770)     (827,019)     (814,995)
   Class D .....................................      (20,029)         --          (1,314)         --         (27,866)       (5,414)
Exchanged into associated Funds:
   Class A .....................................     (706,020)     (264,593)     (340,747)     (276,088)     (344,772)     (143,668)
   Class D .....................................         (980)         --            --            --         (15,720)         (264)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Total ..........................................   (2,842,998)   (1,418,106)   (2,355,259)   (2,260,858)   (1,215,377)     (964,341)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Increase (decrease) in shares ..................   (1,124,256)      (46,528)     (697,080)       78,496      (202,339)      491,240
                                                   ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>


                                                         South Carolina Series
                                                       -------------------------
                                                              Year ended
                                                            September 30
                                                       -------------------------
                                                          1995          1994
                                                       ----------    ----------
Sale of shares:
   Class A .........................................    1,022,961     2,596,435
   Class D .........................................       56,814       194,659
Shares issued in payment of dividends:
   Class A .........................................      444,222       455,988
   Class D .........................................        7,314         2,743
Exchanged from associated Funds:
   Class A .........................................      173,490        27,515
   Class D .........................................       12,150         5,929
Shares issued in payment of gain distributions:
   Class A .........................................       22,923       164,253
   Class D .........................................          351          --
                                                       ----------    ----------
Total ..............................................    1,740,225     3,447,522
                                                       ----------    ----------
Shares repurchased:
   Class A .........................................   (2,310,043)   (2,031,384)
   Class D .........................................      (46,819)       (8,567)
Exchanged into associated Funds:
   Class A .........................................     (376,197)     (249,202)
   Class D .........................................      (10,186)         (516)
                                                       ----------    ----------
Total ..............................................   (2,743,245)   (2,289,669)
                                                       ----------    ----------
Increase (decrease) in shares ......................   (1,003,020)    1,157,853
                                                       ==========     =========



                                                                              53
<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 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 using average shares outstanding. The
total return based on net asset value measures a Series' performance assuming
investors purchased 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)                    Distributions  Net Increase
                              Value at          Net         Unrealized        from          Dividends        from      (Decrease) in
Per Share Operating           Beginning     Investment      Investment     Investment        Paid or       Net Gain       Net Asset 
  Performance:                 of Year        Income*       Gain (Loss)    Operations       Declared       Realized         Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>            <C>             <C>            <C>            <C>            <C>              <C>   
Class A shares:
National Series
   Year ended 9/30/95          $7.18          $0.40           $0.40          $0.80          $(0.40)        $   --           $0.40 
   Year ended 9/30/94           8.72           0.41           (1.04)         (0.63)          (0.41)         (0.50)          (1.54)
   Year ended 9/30/93           8.07           0.45            0.78           1.23           (0.45)         (0.13)           0.65 
   Year ended 9/30/92           7.90           0.48            0.20           0.68           (0.48)         (0.03)           0.17 
   Year ended 9/30/91           7.44           0.49            0.54           1.03           (0.49)         (0.08)           0.46 
Colorado Series
   Year ended 9/30/95           7.09           0.38            0.21           0.59           (0.38)            --            0.21 
   Year ended 9/30/94           7.76           0.37           (0.59)         (0.22)          (0.37)         (0.08)          (0.67)
   Year ended 9/30/93           7.34           0.39            0.49           0.88           (0.39)         (0.07)           0.42 
   Year ended 9/30/92           7.22           0.42            0.12           0.54           (0.42)            --            0.12 
   Year ended 9/30/91           6.91           0.44            0.31           0.75           (0.44)            --            0.31 
Georgia Series
   Year ended 9/30/95           7.48           0.39            0.43           0.82           (0.39)         (0.10)           0.33 
   Year ended 9/30/94           8.43           0.41           (0.86)         (0.45)          (0.41)         (0.09)          (0.95)
   Year ended 9/30/93           7.85           0.43            0.62           1.05           (0.43)         (0.04)           0.58 
   Year ended 9/30/92           7.63           0.46            0.25           0.71           (0.46)         (0.03)           0.22 
   Year ended 9/30/91           7.18           0.47            0.46           0.93           (0.47)         (0.01)           0.45 
Louisiana Series
   Year ended 9/30/95           7.94           0.43            0.34           0.77           (0.43)         (0.14)           0.20 
   Year ended 9/30/94           8.79           0.44           (0.77)         (0.33)          (0.44)         (0.08)          (0.85)
   Year ended 9/30/93           8.38           0.46            0.51           0.97           (0.46)         (0.10)           0.41 
   Year ended 9/30/92           8.18           0.49            0.24           0.73           (0.49)         (0.04)           0.20 
   Year ended 9/30/91           7.70           0.50            0.50           1.00           (0.50)         (0.02)           0.48 
Maryland Series
   Year ended 9/30/95           7.71           0.41            0.38           0.79           (0.41)         (0.13)           0.25 
   Year ended 9/30/94           8.64           0.42           (0.76)         (0.34)          (0.42)         (0.17)          (0.93)
   Year ended 9/30/93           8.15           0.44            0.59           1.03           (0.44)         (0.10)           0.49 
   Year ended 9/30/92           7.94           0.46            0.24           0.70           (0.46)         (0.03)           0.21 
   Year ended 9/30/91           7.45           0.47            0.49           0.96           (0.47)            --            0.49 
Massachusetts Series
   Year ended 9/30/95           7.66           0.42            0.28           0.70           (0.42)         (0.03)           0.25 
   Year ended 9/30/94           8.54           0.44           (0.67)         (0.23)          (0.44)         (0.21)          (0.88)
   Year ended 9/30/93           8.06           0.47            0.55           1.02           (0.47)         (0.07)           0.48 
   Year ended 9/30/92           7.86           0.49            0.24           0.73           (0.49)         (0.04)           0.20 
   Year ended 9/30/91           7.26           0.50            0.62           1.12           (0.50)         (0.02)           0.60 
</TABLE>


<TABLE>
<CAPTION>
                                                                             Ratio of Net                                 
                                Net Asset     Total Return      Ratio of      Investment                   Net Assets     
                                Value at        Based on       Expenses to      Income                      at End of     
Per Share Operating               End          Net Asset        Average      to Average      Portfolio       Year         
  Performance:                  of Year          Value        Net Assets*    Net Assets*     Turnover   (000's omitted)   
- --------------------------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>             <C>           <C>          <C>     
Class A shares:
National Series
   Year ended 9/30/95           $7.58           11.48%          0.86%           5.46%         24.91%       $104,184
   Year ended 9/30/94            7.18           (7.83)          0.85            5.30          24.86         111,374
   Year ended 9/30/93            8.72           16.00           0.86            5.49          72.68         136,394
   Year ended 9/30/92            8.07            8.84           0.77            6.02          63.99         132,130
   Year ended 9/30/91            7.90           14.24           0.80            6.35          71.67         136,326
Colorado Series
   Year ended 9/30/95            7.30            8.56           0.93            5.31          14.70          54,858
   Year ended 9/30/94            7.09           (2.92)          0.86            5.06          10.07          58,197
   Year ended 9/30/93            7.76           12.54           0.90            5.21          14.09          67,912
   Year ended 9/30/92            7.34            7.74           0.81            5.81          23.22          64,900
   Year ended 9/30/91            7.22           11.15           0.84            6.19          14.60          64,310
Georgia Series
   Year ended 9/30/95            7.81           11.66           0.91            5.26           3.36          57,678
   Year ended 9/30/94            7.48           (5.52)          0.73            5.21          19.34          61,466
   Year ended 9/30/93            8.43           13.96           0.63            5.34          12.45          64,650
   Year ended 9/30/92            7.85            9.64           0.47            5.95          10.24          44,585
   Year ended 9/30/91            7.63           13.30           0.59            6.30           6.07          28,317
Louisiana Series
   Year ended 9/30/95            8.14           10.30           0.89            5.44           4.82          61,988
   Year ended 9/30/94            7.94           (3.83)          0.87            5.31          17.16          61,441
   Year ended 9/30/93            8.79           12.10           0.87            5.40           9.21          67,529
   Year ended 9/30/92            8.38            9.13           0.80            5.89          25.45          57,931
   Year ended 9/30/91            8.18           13.49           0.83            6.31          20.85          50,089
Maryland Series
   Year ended 9/30/95            7.96           10.90           0.96            5.31           3.63          56,290
   Year ended 9/30/94            7.71           (4.08)          0.92            5.17          17.68          57,263
   Year ended 9/30/93            8.64           13.23           0.97            5.28          14.10          64,472
   Year ended 9/30/92            8.15            9.15           0.86            5.76          29.57          57,208
   Year ended 9/30/91            7.94           13.26           0.88            6.09          18.84          54,068
Massachusetts Series
   Year ended 9/30/95            7.91            9.58           0.86            5.51          16.68         115,711
   Year ended 9/30/94            7.66           (2.94)          0.85            5.46          12.44         120,149
   Year ended 9/30/93            8.54           13.18           0.88            5.65          20.66         139,504
   Year ended 9/30/92            8.06            9.75           0.77            6.27          27.92         128,334
   Year ended 9/30/91            7.86           15.84           0.83            6.64          14.37         118,022
</TABLE>

                                                                    Adjusted
                                                     Adjusted       Ratio of
                                    Adjusted Net     Ratio of     Net Investment
                                     Investment     Expenses to      Income
Per Share Operating                   Income        Average Net    to Average
  Performance:                       Per Share*       Assets*      Net Assets*
- --------------------------------------------------------------------------------
Class A shares:
National Series
   Year ended 9/30/95          
   Year ended 9/30/94          
   Year ended 9/30/93          
   Year ended 9/30/92          
   Year ended 9/30/91          
Colorado Series
   Year ended 9/30/95          
   Year ended 9/30/94          
   Year ended 9/30/93          
   Year ended 9/30/92          
   Year ended 9/30/91          
Georgia Series
   Year ended 9/30/95                  $0.39           0.96%           5.21%
   Year ended 9/30/94                   0.40           0.93            5.01
   Year ended 9/30/93                   0.40           0.93            5.04
   Year ended 9/30/92                   0.43           0.87            5.55
   Year ended 9/30/91                   0.43           1.09            5.80
Louisiana Series
   Year ended 9/30/95          
   Year ended 9/30/94          
   Year ended 9/30/93          
   Year ended 9/30/92          
   Year ended 9/30/91          
Maryland Series
   Year ended 9/30/95          
   Year ended 9/30/94          
   Year ended 9/30/93          
   Year ended 9/30/92          
   Year ended 9/30/91          
Massachusetts Series
   Year ended 9/30/95          
   Year ended 9/30/94          
   Year ended 9/30/93          
   Year ended 9/30/92          
   Year ended 9/30/91          

- ----------
See page 58 for footnotes.

                                      54-55
<PAGE>

================================================================================
Financial Highlights (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                Net         Increase 
                              Net Asset                     Realized &     (Decrease)                    Distributions  Net Increase
                              Value at          Net         Unrealized        from          Dividends        from      (Decrease) in
Per Share Operating           Beginning     Investment      Investment     Investment        Paid or       Net Gain       Net Asset 
  Performance:                 of Year        Income*       Gain (Loss)    Operations       Declared       Realized         Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>            <C>             <C>            <C>            <C>            <C>              <C>   
Michigan Series
   Year ended 9/30/95          $8.28          $0.46           $0.30          $0.76          $(0.46)        $(0.04)          $0.26   
   Year ended 9/30/94           9.08           0.46           (0.71)         (0.25)          (0.46)         (0.09)          (0.80)  
   Year ended 9/30/93           8.68           0.47            0.59           1.06           (0.47)         (0.19)           0.40   
   Year ended 9/30/92           8.38           0.50            0.35           0.85           (0.50)         (0.05)           0.30   
   Year ended 9/30/91           7.89           0.51            0.51           1.02           (0.51)         (0.02)           0.49   
Minnesota Series
   Year ended 9/30/95           7.72           0.45            0.11           0.56           (0.45)         (0.01)           0.10   
   Year ended 9/30/94           8.28           0.45           (0.44)         (0.01)          (0.45)         (0.12)          (0.56)  
   Year ended 9/30/93           7.89           0.47            0.51           0.98           (0.47)         (0.12)           0.39   
   Year ended 9/30/92           7.81           0.49            0.09           0.58           (0.49)         (0.01)           0.08   
   Year ended 9/30/91           7.49           0.49            0.32           0.81           (0.49)            --            0.32   
Missouri Series
   Year ended 9/30/95           7.41           0.40            0.36           0.76           (0.40)         (0.07)           0.29   
   Year ended 9/30/94           8.31           0.40           (0.79)         (0.39)          (0.40)         (0.11)          (0.90)  
   Year ended 9/30/93           7.80           0.42            0.57           0.99           (0.42)         (0.06)           0.51   
   Year ended 9/30/92           7.72           0.44            0.15           0.59           (0.44)         (0.07)           0.08   
   Year ended 9/30/91           7.22           0.46            0.50           0.96           (0.46)            --            0.50   
New York Series
   Year ended 9/30/95           7.67           0.42            0.36           0.78           (0.42)         (0.17)           0.19   
   Year ended 9/30/94           8.75           0.43           (0.88)         (0.45)          (0.43)         (0.20)          (1.08)  
   Year ended 9/30/93           8.13           0.45            0.74           1.19           (0.45)         (0.12)           0.62   
   Year ended 9/30/92           7.94           0.49            0.26           0.75           (0.49)         (0.07)           0.19   
   Year ended 9/30/91           7.40           0.50            0.54           1.04           (0.50)            --            0.54   
Ohio Series
   Year ended 9/30/95           7.90           0.44            0.28           0.72           (0.44)         (0.07)           0.21   
   Year ended 9/30/94           8.77           0.44           (0.70)         (0.26)          (0.44)         (0.17)          (0.87)  
   Year ended 9/30/93           8.28           0.46            0.56           1.02           (0.46)         (0.07)           0.49   
   Year ended 9/30/92           8.06           0.49            0.26           0.75           (0.49)         (0.04)           0.22   
   Year ended 9/30/91           7.62           0.51            0.45           0.96           (0.51)         (0.01)           0.44   
Oregon Series
   Year ended 9/30/95           7.43           0.40            0.25           0.65           (0.40)         (0.02)           0.23   
   Year ended 9/30/94           8.08           0.40           (0.59)         (0.19)          (0.40)         (0.06)          (0.65)  
   Year ended 9/30/93           7.60           0.42            0.48           0.90           (0.42)            --            0.48   
   Year ended 9/30/92           7.42           0.42            0.18           0.60           (0.42)            --            0.18   
   Year ended 9/30/91           6.96           0.44            0.46           0.90           (0.44)            --            0.46   
South Carolina Series
   Year ended 9/30/95           7.61           0.41            0.37           0.78           (0.41)         (0.01)           0.36   
   Year ended 9/30/94           8.52           0.41           (0.79)         (0.38)          (0.41)         (0.12)          (0.91)  
   Year ended 9/30/93           8.00           0.43            0.54           0.97           (0.43)         (0.02)           0.52   
   Year ended 9/30/92           7.71           0.45            0.31           0.76           (0.45)         (0.02)           0.29   
   Year ended 9/30/91           7.23           0.46            0.52           0.98           (0.46)         (0.04)           0.48   
</TABLE>


<TABLE>
<CAPTION>
                                                                             Ratio of Net                                 
                                Net Asset     Total Return      Ratio of      Investment                   Net Assets     
                                Value at        Based on       Expenses to      Income                      at End of     
Per Share Operating               End          Net Asset        Average      to Average      Portfolio       Year         
  Performance:                  of Year          Value        Net Assets*    Net Assets*     Turnover   (000's omitted)   
- --------------------------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>             <C>           <C>          <C>     
Michigan Series
   Year ended 9/30/95           $8.54            9.56%          0.87%           5.50%         20.48%       $151,589
   Year ended 9/30/94            8.28           (2.90)          0.84            5.32          10.06         151,095
   Year ended 9/30/93            9.08           12.97           0.83            5.41           6.33         164,638
   Year ended 9/30/92            8.68           10.55           0.76            5.93          32.12         144,524
   Year ended 9/30/91            8.38           13.34           0.80            6.28          22.81         129,004
Minnesota Series
   Year ended 9/30/95            7.82            7.61           0.87            5.89           5.57         132,716
   Year ended 9/30/94            7.72            0.12           0.85            5.70           3.30         134,990
   Year ended 9/30/93            8.28           13.06           0.90            5.89           5.73         144,600
   Year ended 9/30/92            7.89            7.71           0.80            6.29          12.08         151,922
   Year ended 9/30/91            7.81           11.10           0.80            6.28           2.61         182,979
Missouri Series
   Year ended 9/30/95            7.70           10.67           0.88            5.31           3.88          51,169
   Year ended 9/30/94            7.41           (4.85)          0.74            5.18          14.33          52,621
   Year ended 9/30/93            8.31           13.17           0.71            5.29          17.03          56,861
   Year ended 9/30/92            7.80            7.87           0.83            5.71          18.80          49,459
   Year ended 9/30/91            7.72           13.61           0.88            6.10          16.30          47,659
New York Series
   Year ended 9/30/95            7.86           10.93           0.88            5.52          34.05          83,980
   Year ended 9/30/94            7.67           (5.37)          0.87            5.31          28.19          90,914
   Year ended 9/30/93            8.75           15.26           0.94            5.37          27.90         104,685
   Year ended 9/30/92            8.13            9.80           0.79            6.09          42.90          92,681
   Year ended 9/30/91            7.94           14.56           0.80            6.57          44.57          83,684
Ohio Series
   Year ended 9/30/95            8.11            9.59           0.84            5.56           2.96         170,191
   Year ended 9/30/94            7.90           (3.08)          0.84            5.34           9.37         171,469
   Year ended 9/30/93            8.77           12.81           0.85            5.44          30.68         190,083
   Year ended 9/30/92            8.28            9.68           0.75            6.02           7.15         170,427
   Year ended 9/30/91            8.06           12.96           0.77            6.42          13.95         156,179
Oregon Series
   Year ended 9/30/95            7.66            9.05           0.86            5.40           2.47          59,549
   Year ended 9/30/94            7.43           (2.38)          0.78            5.20           9.43          59,884
   Year ended 9/30/93            8.08           12.21           0.78            5.35           8.08          62,095
   Year ended 9/30/92            7.60            8.35           0.68            5.63           0.21          48,797
   Year ended 9/30/91            7.42           13.25           0.71            6.06           7.60          39,350
South Carolina Series
   Year ended 9/30/95            7.97           10.69           0.88            5.38           4.13         112,421
   Year ended 9/30/94            7.61           (4.61)          0.83            5.12           1.81         115,133
   Year ended 9/30/93            8.52           12.52           0.85            5.19          17.69         120,589
   Year ended 9/30/92            8.00           10.08           0.81            5.71           3.37          82,882
   Year ended 9/30/91            7.71           13.95           0.81            6.14           9.05          63,863
</TABLE>


                                                                    Adjusted
                                                     Adjusted       Ratio of
                                    Adjusted Net     Ratio of    Net Investment
                                     Investment     Expenses to      Income
Per Share Operating                   Income       Average Net    to Average
  Performance:                      Per Share*       Assets*      Net Assets*
- --------------------------------------------------------------------------------
Michigan Series
   Year ended 9/30/95           
   Year ended 9/30/94           
   Year ended 9/30/93           
   Year ended 9/30/92           
   Year ended 9/30/91           
Minnesota Series
   Year ended 9/30/95           
   Year ended 9/30/94           
   Year ended 9/30/93           
   Year ended 9/30/92           
   Year ended 9/30/91           
Missouri Series
   Year ended 9/30/95                 $0.39           0.93%           5.26%
   Year ended 9/30/94                  0.39           0.88            5.04
   Year ended 9/30/93                  0.41           0.91            5.09
   Year ended 9/30/92           
   Year ended 9/30/91           
New York Series
   Year ended 9/30/95           
   Year ended 9/30/94           
   Year ended 9/30/93           
   Year ended 9/30/92           
   Year ended 9/30/91           
Ohio Series
   Year ended 9/30/95           
   Year ended 9/30/94           
   Year ended 9/30/93           
   Year ended 9/30/92           
   Year ended 9/30/91           
Oregon Series
   Year ended 9/30/95                  0.40           0.91            5.35
   Year ended 9/30/94                  0.39           0.89            5.09
   Year ended 9/30/93                  0.41           0.93            5.20
   Year ended 9/30/92                  0.42           0.83            5.48
   Year ended 9/30/91                  0.42           0.91            5.86
South Carolina Series
   Year ended 9/30/95           
   Year ended 9/30/94           
   Year ended 9/30/93           
   Year ended 9/30/92           
   Year ended 9/30/91                  0.45           0.91            6.04

- ----------
See page 58 for footnotes.


56 & 57
<PAGE>

<TABLE>
====================================================================================================================================
Financial Highlights (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                                                    
                                                             Net         Increase                                                   
                           Net Asset                     Realized &     (Decrease)                    Distributions  Net Increase   
                           Value at          Net         Unrealized        from          Dividends        from       (Decrease) in  
Per Share Operating        Beginning     Investment      Investment     Investment        Paid or       Net Gain       Net Asset    
  Performance:             of Period       Income*       Gain (Loss)    Operations       Declared       Realized         Value      
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>             <C>            <C>            <C>           <C>             <C>         
Class D shares:
National Series
   Year ended 9/30/95       $7.18           $0.32           $0.39          $0.71          $(0.32)       $    --         $0.39       
   2/1/94** to 9/30/94       8.20            0.22           (1.02)         (0.80)          (0.22)            --         (1.02)      
Colorado Series
   Year ended 9/30/95        7.09            0.30            0.20           0.50           (0.30)            --          0.20       
   2/1/94** to 9/30/94       7.72            0.20           (0.63)         (0.43)          (0.20)            --         (0.63)      
Georgia Series
   Year ended 9/30/95        7.49            0.32            0.43           0.75           (0.32)         (0.10)         0.33       
   2/1/94** to 9/30/94       8.33            0.22           (0.84)         (0.62)          (0.22)            --         (0.84)      
Louisiana Series
   Year ended 9/30/95        7.94            0.35            0.34           0.69           (0.35)         (0.14)         0.20       
   2/1/94** to 9/30/94       8.73            0.24           (0.79)         (0.55)          (0.24)            --         (0.79)      
Maryland Series
   Year ended 9/30/95        7.72            0.33            0.38           0.71           (0.33)         (0.13)         0.25       
   2/1/94** to 9/30/94       8.46            0.23           (0.74)         (0.51)          (0.23)            --         (0.74)      
Massachusetts Series
   Year ended 9/30/95        7.66            0.34            0.27           0.61           (0.34)         (0.03)         0.24       
   2/1/94** to 9/30/94       8.33            0.24           (0.67)         (0.43)          (0.24)            --         (0.67)      
Michigan Series
   Year ended 9/30/95        8.28            0.37            0.30           0.67           (0.37)         (0.04)         0.26       
   2/1/94** to 9/30/94       9.01            0.25           (0.73)         (0.48)          (0.25)            --         (0.73)      
Minnesota Series
   Year ended 9/30/95        7.73            0.38            0.10           0.48           (0.38)         (0.01)         0.09       
   2/1/94** to 9/30/94       8.22            0.25           (0.49)         (0.24)          (0.25)            --         (0.49)      
Missouri Series
   Year ended 9/30/95        7.41            0.32            0.36           0.68           (0.32)         (0.07)         0.29       
   2/1/94** to 9/30/94       8.20            0.22           (0.79)         (0.57)          (0.22)            --         (0.79)      
New York Series
   Year ended 9/30/95        7.67            0.34            0.37           0.71           (0.34)         (0.17)         0.20       
   2/1/94** to 9/30/94       8.55            0.23           (0.88)         (0.65)          (0.23)            --         (0.88)      
Ohio Series
   Year ended 9/30/95        7.92            0.36            0.30           0.66           (0.36)         (0.07)         0.23       
   2/1/94** to 9/30/94       8.61            0.24           (0.69)         (0.45)          (0.24)            --         (0.69)      
Oregon Series
   Year ended 9/30/95        7.43            0.33            0.24           0.57           (0.33)         (0.02)         0.22       
   2/1/94** to 9/30/94       8.02            0.22           (0.59)         (0.37)          (0.22)            --         (0.59)      
South Carolina Series
   Year ended 9/30/95        7.61            0.34            0.37           0.71           (0.34)         (0.01)         0.36       
   2/1/94** to 9/30/94       8.42            0.22           (0.81)         (0.59)          (0.22)            --         (0.81)      
</TABLE>
58
<PAGE>

<TABLE>
<CAPTION>

                                                                                                                    
                                                                        Ratio of Net                                
                           Net Asset     Total Return      Ratio of      Investment                   Net Assets    
                           Value at        Based on       Expenses to      Income                      at End of    
Per Share Operating           End          Net Asset        Average      to Average      Portfolio      Period      
  Performance:             of Period         Value        Net Assets*    Net Assets*     Turnover   (000's omitted) 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>             <C>             <C>           <C>          <C>   
Class D shares:
National Series
   Year ended 9/30/95       $7.57           10.17%          1.95%           4.40%         24.91%        $1,215
   2/1/94** to 9/30/94       7.18           (9.96)          1.76+           4.37+         24.86++          446
Colorado Series
   Year ended 9/30/95        7.29            7.26           2.02            4.23          14.70            193
   2/1/94** to 9/30/94       7.09           (5.73)          1.78+           4.05+         10.07++           96
Georgia Series
   Year ended 9/30/95        7.82           10.58           1.90            4.28           3.36          2,079
   2/1/94** to 9/30/94       7.49           (7.57)          1.76+           4.28+         19.34++          849
Louisiana Series
   Year ended 9/30/95        8.14            9.17           1.91            4.41           4.82            465
   2/1/94** to 9/30/94       7.94           (6.45)          1.78+           4.33+         17.16++          704
Maryland Series
   Year ended 9/30/95        7.97            9.75           2.02            4.27           3.63            630
   2/1/94** to 9/30/94       7.72           (6.21)          1.80+           4.26+         17.68++          424
Massachusetts Series
   Year ended 9/30/95        7.90            8.33           1.95            4.47          16.68            890
   2/1/94** to 9/30/94       7.66           (5.34)          1.78+           4.52+         12.44++        1,099
Michigan Series
   Year ended 9/30/95        8.54            8.36           2.01            4.40          20.48          1,172
   2/1/94** to 9/30/94       8.28           (5.47)          1.75+           4.40+         10.06++          671
Minnesota Series
   Year ended 9/30/95        7.82            6.45           1.85            4.92           5.57          2,237
   2/1/94** to 9/30/94       7.73           (3.08)          1.74+           4.68+          3.30++        1,649
Missouri Series
   Year ended 9/30/95        7.70            9.49           1.98            4.23           3.88            515
   2/1/94** to 9/30/94       7.41           (7.16)          1.70+           4.27+         14.33++          350
New York Series
   Year ended 9/30/95        7.87            9.87           1.96            4.42          34.05            885
   2/1/94** to 9/30/94       7.67           (7.73)          1.81+           4.39+         28.19++          476
Ohio Series
   Year ended 9/30/95        8.15            8.67           1.93            4.48           2.96            660
   2/1/94** to 9/30/94       7.92           (5.36)          1.78+           4.41+          9.37++          324
Oregon Series
   Year ended 9/30/95        7.65            7.86           1.83            4.41           2.47          1,495
   2/1/94** to 9/30/94       7.43           (4.76)          1.72+           4.32+          9.43++          843
South Carolina Series
   Year ended 9/30/95        7.97            9.63           1.85            4.40           4.13          1,704
   2/1/94** to 9/30/94       7.61           (7.14)          1.74+           4.29+          1.81++        1,478
</TABLE>

                                                                             59


<PAGE>

<TABLE>
<CAPTION>

                                                           Adjusted
                                            Adjusted       Ratio of
                           Adjusted Net     Ratio of    Net Investment
                            Investment     Expenses to      Income
Per Share Operating           Income       Average Net    to Average
  Performance:              Per Share*       Assets*      Net Assets*
- --------------------------------------------------------------------------------
<S>                            <C>            <C>           <C>
Class D shares:
National Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     
Colorado Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     
Georgia Series
   Year ended 9/30/95          $0.31          1.95%          4.23%
   2/1/94** to 9/30/94          0.21          1.90+          4.15+
Louisiana Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     
Maryland Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     
Massachusetts Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     
Michigan Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     
Minnesota Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     
Missouri Series
   Year ended 9/30/95           0.32          2.03           4.18
   2/1/94** to 9/30/94          0.22          1.80+          4.17+
New York Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     
Ohio Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     
Oregon Series
   Year ended 9/30/95           0.33          1.88           4.36
   2/1/94** to 9/30/94          0.22          1.82+          4.22+
South Carolina Series
   Year ended 9/30/95      
   2/1/94** to 9/30/94     


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

 * 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 notes to financial statements.

58 & 59
</TABLE>

<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, 1995, the related statements of operations for the year then ended
and of changes in net assets for 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, 1995 by correspondence with the Fund's custodian and brokers;
where replies were not received from brokers, we performed other auditing
procedures. 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, 1995, 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.

/s/ Deloitte & Touche LLP
    ---------------------
DELOITTE & TOUCHE LLP
New York, New York
November 3, 1995



60

<PAGE>





                      (This page intentionally left blank.)





                                                                              61

<PAGE>

================================================================================
Board of Directors
- --------------------------------------------------------------------------------
Fred E. Brown
Director and Consultant,
    J. & W. Seligman & Co. Incorporated

John R. Galvin 2
Dean, Fletcher School of Law and
    Diplomacy at Tufts University
Director, USLIFE Corporation

Alice S. Ilchman 3
President, Sarah Lawrence College
Trustee, Committee for Economic Development
Director, NYNEX
Chairman, The Rockefeller Foundation

Frank A. McPherson 2
Chairman and CEO, Kerr-McGee Corporation
Director, Kimberly-Clark Corporation
Director, Baptist Medical Center

John E. Merow
Partner, Sullivan & Cromwell, Law Firm
Director, Commonwealth Aluminum Corporation

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



James C. Pitney 3
Partner, Pitney, Hardin, Kipp & Szuch, Law Firm
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

Ronald T. Schroeder 1
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
Director, Red Man Pipe and Supply Company

Brian T. Zino 1
President
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                  Lawrence P. Vogel   
Chairman                           Vice President      
                                        
Brian T. Zino                      Thomas G. Rose      
President                          Treasurer           
                                        
Thomas G. Moles                    Frank J. Nasta      
Vice President                     Secretary           

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------
<S>                      <C>                                  <C>
Manager                  General Distributor                  Important Telephone Numbers            
J. & W. Seligman & Co.   Seligman Financial Services, Inc.    (800) 221-2450     Shareholder Services
    Incorporated         100 Park Avenue                                                             
100 Park Avenue          New York, NY 10017                   (800) 622-4597     24-Hour Automated   
New York, NY 10017                                                               Telephone           
                         Shareholder Service Agent                               Access Service      
General Counsel          Seligman Data Corp.                  
Sullivan & Cromwell      100 Park Avenue                      
                         New York, NY 10017                   
Independent Auditors     
Deloitte & Touche LLP    

</TABLE>
                                                                              63
<PAGE>

                       SELIGMAN FINANCIAL SERVICES, INC.
                                an affiliate of

                                     [LOGO]

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

This report is intended olnly 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 9/95


<PAGE>


PART C.  OTHER INFORMATION

Item 24. Financial Statements and Exhibits

   
(a)      Financial Statements:

Part A - Financial  Highlights  for Class A shares for the ten years  ended
         September 30, 1995 or from commencements of operations to September 30,
         1995.  Financial  Highlights for Class D shares for the period February
         1, 1994 (commencement of operations) to September 30,
1995.

Part B - Required  Financial  Statements  are included in the Fund's  Annual
         Report to shareholders, dated September 30, 1995, which is incorporated
         by  reference  in  the  Statement  of  Additional  Information.   These
         Financial Statements are: Portfolios of Investments as of September 30,
         1995;  Statement of Assets and  Liabilities  as of September  30, 1995;
         Statements  of Changes in Net Assets for the years ended  September 30,
         1995 and September 30, 1994; Notes to Financial  Statements;  Financial
         Highlights  for the five years ended  September 30, 1995 for the Fund's
         Class A shares and for the period  February  1, 1994  (commencement  of
         operations) to September 30, 1995 for the Fund's Class D shares; Report
         of Independent Auditors.

     (b) Exhibits:  All Exhibits have been previously filed and are incorporated
         herein by reference,  except Exhibits marked with an asterisk (*) which
         are attached hereto.7
    

(1)     Copy  of  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)     Copy of By-Laws of the Registrant.
        (Incorporated by reference to Registrant's  Post-Effective Amendment No.
        26 filed on November 30, 1993.)

   
(3)     N/A
    

(4)     Copy of 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 Management Agreement between the Registrant and J. & W. Seligman
        & Co. Incorporated.
        (Incorporated by reference to Registrant's  Post-Effective Amendment No.
        18 filed on February 1, 1989.)

   
(6a)    Copy of 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.
        (Incorporated by reference to Registrant's  Post-Effective Amendment No.
        28 filed February 1, 1995.)

(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)

   
(9)     N/A
    

(10)    Opinion and Consent of Counsel.*

(11)    Consent of Independent Auditors.*

   
(12)    N/A
    


<PAGE>


(13)    Copy of 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.)

(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 in response to Item 22.*

(17)    Financial Data Schedule  meeting the  requirements of Rule 483 under the
        Securities Act of 1933.*

(18)    Copy of  Multiclass  Plan  entered into by  Registrant  pursuant to Rule
        18f-3 under the Investment Company Act of 1940.*
    

Item 25.   Persons Controlled by or Under Common Control with Registrant - None.

   
Item 26.   Number of Holders of  Securities - As of January 12,  1996,  the
           number of record  holders of each Series'  Class A and Class D 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                                              2,593                 44
          Colorado Tax-Exempt Series                                              1,640                 10
          Georgia Tax-Exempt Series                                               1,324                 76
          Louisiana Tax-Exempt Series                                             1,066                  6
          Maryland Tax-Exempt Series                                              1,701                 42
          Massachusetts Tax-Exempt Series                                         2,846                 32
          Michigan Tax-Exempt Series                                              3,925                 63
          Minnesota Tax-Exempt Series                                             4,480                 70
          Missouri Tax-Exempt Series                                              1,571                 26
          New York Tax-Exempt Series                                              1,780                 28
          Ohio Tax-Exempt Series                                                  4,328                 31
          Oregon Tax-Exempt Series                                                1,791                 72
          South Carolina Tax-Exempt Series                                        2,540                 64
</TABLE>
    


<PAGE>


   
Item 27.    Indemnification  -  Incorporated   by   reference  to   Registrant's
            Registration   Statement  on  Form  N-1A  (File  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.

   
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) on December 4, 1995.

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 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, 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 response to Item 21.

<TABLE>
<CAPTION>

   
                                               Seligman Financial Services, Inc.
                                                    As of January 18, 1996
                 (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
         Brian T. Zino*                                Director                                    Director and President
         Ronald T. Schroeder*                          Director                                    Director
         Fred E. Brown*                                Director                                    Director
         William H. Hazen*                             Director                                    None
         Thomas G. Moles*                              Director                                    Vice  President  and  Senior
                                                                                                   Portfolio Manager
         David F. Stein*                               Director                                    None
         David Watts*                                  Director                                    None
         Stephen J. Hodgdon*                           President                                   None
         Lawrence P. Vogel*                            Senior Vice President, Finance              Vice President
         Mark R. Gordon*                               Senior Vice President,Director              None
                                                       of Marketing
    

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
   
                                               Seligman Financial Services, Inc.
                                                    As of January 18, 1996
                 (1)                                         (2)                                          (3)
         Name and Principal                         Positions and Offices                        Positions and Offices
          Business Address                            with Underwriter                              with Registrant
         <S>                                           <C>                                         <C>    
         Gerald I. Cetrulo, III                        Senior Vice President of Sales,             None
         140 West Parkway                              Regional Sales Manager
         Pompton Plains, NJ  07444
         Bradley F. Hanson                             Senior Vice President of Sales,             None
         9707 Xylon Court                              Regional Sales Manager
         Bloomington, MN  55438
         Bradley W. Larson                             Senior Vice President of Sales,             None
         367 Bryan Drive                               Regional Sales Manager
         Danville, CA  94526
         D. Ian Valentine                              Senior Vice President of Sales,             None
         307 Braehead Drive                            Regional Sales Manager
         Fredericksburg, VA  22401
         Helen Simon*                                  Vice President, Sales                       None
                                                       Administration Manager
         Marsha E. Jacoby*                             Vice President, National Accounts           None
         William W. Johnson*                           Vice President, Order Desk                  None
         James R. Besher                               Regional Vice President                     None
         14000 Margaux Lane
         Town & Country, MO  63017
         Brad Davis                                    Regional Vice President                     None
         255 4th Avenue, #2
         Kirkland, WA  98033
         Andrew Draluck                                Regional Vice President                     None
         4215 N. Civic Center
         Blvd #273
         Scottsdale, AZ 85251
         Jonathan Evans                                Regional Vice Pesident                      None
         222 Fairmont Way
         Ft. Lauderdale, FL  33326
         Carla Goehring                                Regional Vice President                     None
         11426 Long Pine
         Houston, TX  77077
         Susan Gutterud                                Regional Vice President                     None
         820 Humboldt, #6
         Denver, CO  80218
         Mark Lien                                     Regional Vice President                     None
         5904 Mimosa
         Sedalia, MO  65301
         Randy D. Lierman                              Regional Vice President                     None
         2627 R.D. Mize Road
         Independence, MO  64057
         Judith L. Lyon                                Regional Vice President                     None
         163 Haynes Bridge Road, Ste 205
         Alpharetta, CA  30201
         David Meyncke                                 Regional Vice President                     None
         4718 Orange Grove Way
         Palm Harbor, FL  34684
    

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

   
                                               Seligman Financial Services, Inc.
                                                    As of January 18, 1996
                 (1)                                         (2)                                          (3)
         Name and Principal                         Positions and Offices                        Positions and Offices
         Business Address                              with Underwriter                            with Registrant
         <S>                                           <C>                                         <C>    
         Herb W. Morgan                                Regional Vice President                     None
         11308 Monticook Court
         San Diego, CA  92127
         Melinda Nawn                                  Regional Vice President                     None
         5850 Squire Hill Court
         Cincinnati, OH  45241
         Robert H. Ruhm                                Regional Vice President                     None
         167 Derby Street
         Melrose, MA  02176
         Diane H. Snowden                              Regional Vice President                     None
         11 Thackery Lane
         Cherry Hill, NJ  08003
         Bruce Tuckey                                  Regional Vice President                     None
         41644 Chathman Drive
         Novi, MI  48375
         Andrew Veasey                                 Regional Vice President                     None
         14 Woodside
         Rumson, NJ  07760
         Todd Volkman                                  Regional Vice President                     None
         4650 Cole Avenue, #216
         Dallas, TX 75205
         Kelli A. Wirth-Dumser                         Regional Vice President                     None
         8618 Hornwood Court
         Charlotte, NC  28215
         Frank P. Marino*                              Assistant Vice President, Mutual
                                                       Fund Product Manager                        None
         Frank J. Nasta*                               Secretary                                   Secretary
         Aurelia Lacsamana*                            Treasurer                                   None
    


</TABLE>

*  The principal  business address of each of these directors and/or officers is
   100 Park Avenue, New York, NY 10017.

   
         (c)    Not Applicable.
    

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

   
Item 31.     Management  Services  -  Seligman  Data  Corp.  ("SDC"),   the
             Registrant's shareholder service agent, has an agreement with First
             Data  Investor  Services  Group  ("FDISG")  pursuant to which FDISG
             provides  a  data   processing   system  for  certain   shareholder
             accounting  and  recordkeeping  functions  performed by SDC,  which
             commenced in July 1990.  For the fiscal years ended  September  30,
             1995,  1994 and 1993,  the  approximate  cost of these services for
             each Series was:
    

<TABLE>
<CAPTION>

   
                                                             1995                      1994                        1993
                                                             ----                      ----                        ----
                <S>                                       <C>                    <C>                           <C>      
                National Tax-Exempt Series                $14,000                $  14,897                     $  18,356
                Colorado Tax-Exempt Series                  8,600                    9,357                        11,815
                Georgia Tax-Exempt Series                   7,300                    7,353                         6,493
                Louisiana Tax-Exempt Series                 5,500                    5,747                         6,069
                Maryland Tax-Exempt Series                  8,600                    8,886                        11,043
                Massachusetts Tax-Exempt Series            14,800                   15,890                        19,597
    

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

   
                                                             1995                      1994                        1993
                                                             ----                      ----                        ----
                <S>                                       <C>                    <C>                           <C>      
                Michigan Tax-Exempt Series                $19,800                $  20,445                     $  23,128
                Minnesota Tax-Exempt Series                23,200                   26,293                        34,879
                Missouri Tax-Exempt Series                  8,300                    8,621                        10,402
                New York Tax-Exempt Series                  9,400                   10,094                        12,386
                Ohio Tax-Exempt Series                     21,700                   22,932                        27,710
                Oregon Tax-Exempt Series                    9,500                    9,719                        10,221
                South Carolina Tax-Exempt Series           13,900                   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. 29 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 26th day of January, 1996.


                       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. 29 has been signed below by the following  persons
in the capacities indicated on January 26, 1996.

           Signature                                           Title



/s/ William C. Morris                        Chairman of the Board (Principal
- -----------------------------
William C. Morris*                           executive officer) and Director



/s/ Brian T. Zino                            President and Director
- -----------------------------
Brian T. Zino



/s/ Thomas G. Rose                           Treasurer (Principal financial and
- -----------------------------
Thomas G. Rose                               accounting officer)




Fred E. Brown, Director                     )
John R. Galvin, Director                    )
Alice S. Ilchman, Director                  )
Frank A. McPherson, Director                )
John E. Merow, Director                     ) /s/ Brian T. Zino
Betsy S. Michel, Director                   )---------------------------------
James C. Pitney, Director                   ) *Brian T. Zino, Attorney-in-fact
James Q. Riordan, Director                  )
Robert L. Shafer, Director                  )
James N. Whitson, Director                  )
Brian T. Zino, Director                     )




                         SELIGMAN GROUP OF MUTUAL FUNDS

                      Plan for Multiple Classes of Shares


                  THIS PLAN, as it may be amended from time to time,  sets forth
the  separate  arrangement  and  expense  allocation  of each class of shares (a
"Class") of each registered  open-end  management  investment company, or series
thereof,  in the Seligman Group of Mutual Funds that offers multiple  classes of
shares  (each,  a "Fund").  The Plan has been adopted  pursuant to Rule 18f-3(d)
under the Investment  Company Act of 1940, as amended (the "Act"), by a majority
of the Board of Directors or Trustees, as applicable ("Directors"), of each Fund
listed on Schedule I hereto,  including a majority of the  Directors who are not
interested  persons of such Fund within the  meaning of Section  2(a)(19) of the
Act ("Disinterested  Directors"). Any material amendment to this Plan is subject
to the  prior  approval  of the  Board  of  Directors  of each  Fund to which it
relates, including a majority of the Disinterested Directors.

1.       General

         A.       Any Fund  may  issue  more  than one  Class of  voting  stock,
                  provided that each Class:

                  i.       Shall have a different  arrangement  for  shareholder
                           services or the  distribution  of securities or both,
                           and   shall   pay  all  of  the   expenses   of  that
                           arrangement;

                  ii.      May pay a  different  share  of other  expenses,  not
                           including   advisory  or  custodial   fees  or  other
                           expenses  related  to the  management  of the  Fund's
                           assets,  if these expenses are actually incurred in a
                           different  amount  by  that  Class,  or if the  Class
                           receives  services  of  a  different  kind  or  to  a
                           different  degree than other Classes of the same Fund
                           ("Class Level Expenses");

                  iii.     May pay a different  advisory  fee to the extent that
                           any  difference  in amount  paid is the result of the
                           application of the same performance fee provisions in
                           the  advisory  contract of the Fund to the  different
                           investment performance of each Class;

                  iv.      Shall  have  exclusive  voting  rights on any  matter
                           submitted to shareholders  that relates solely to its
                           arrangement;

<PAGE>

                  v.       Shall  have  separate  voting  rights  on any  matter
                           submitted to  shareholders  in which the interests of
                           one  Class  differ  from the  interests  of any other
                           Class; and

                  vi.      Shall have in all other  respects the same rights and
                           obligations as each other Class of the Fund.

          B.       i.      Except as expressly contemplated by this paragraph
                           B.,  no  types or  categories  of  expenses  shall be
                           designated Class Level Expenses.

                  ii.      The Directors recognize that certain expenses arising
                           in certain sorts of unusual  situations  are properly
                           attributable solely to one Class and therefore should
                           be  borne by that  Class.  These  expenses  ("Special
                           Expenses") may include, for example: (i) the costs of
                           preparing  a proxy  statement  for,  and  holding,  a
                           special  meeting of  shareholders to vote on a matter
                           affecting only one Class; (ii) the costs of holding a
                           special  meeting  of  Directors  to  consider  such a
                           matter; (iii) the costs of preparing a special report
                           relating  exclusively to  shareholders  of one Class;
                           and (iv) the costs of litigation  affecting one Class
                           exclusively. J. & W. Seligman & Co. Incorporated (the
                           "Manager")   shall  be  responsible  for  identifying
                           expenses that are potential Special Expenses.

                  iii.     Subject  to clause iv.  below,  any  Special  Expense
                           identified by the Manager shall be treated as a Class
                           Level Expense.

                  iv.      Any Special Expense identified by the Manager that is
                           material  to the  Class  in  respect  of  which it is
                           incurred  shall be  submitted  by the  Manager to the
                           Directors  of the  relevant  Fund  on a case  by case
                           basis  with a  recommendation  by the  Manager  as to
                           whether  it  should  be  treated  as  a  Class  Level
                           Expense.  If approved by the Directors,  such Special
                           Expense  shall be treated as a Class Level Expense of
                           the affected class.

            C.     i.      Realized and  unrealized  capital gains and losses
                           of a Fund  shall be  allocated  to each class of that
                           Fund on the basis of the aggregate net asset value of
                           all outstanding shares ("Record Shares") of the Class
                           in  relation  to the  aggregate  net  asset  value of
                           Record Shares of the Fund.


<PAGE>

                  ii.      Income and expenses of a Fund not charged directly to
                           a  particular  Class shall be allocated to each Class
                           of that Fund on the following basis:

                           a.       For periodic dividend funds, on the basis of
                                    the  aggregate  net  asset  value of  Record
                                    Shares  of each  Class  in  relation  to the
                                    aggregate  net asset value of Record  Shares
                                    of the Fund.

                           b.       For daily  dividend  funds,  on the basis of
                                    the  aggregate  net asset  value of  Settled
                                    Shares  of each  Class  in  relation  to the
                                    aggregate net asset value of Settled  Shares
                                    of the Fund.  "Settled  Shares" means Record
                                    Shares  minus  the  number of shares of that
                                    Class or Fund that have been  issued but for
                                    which  payment  has not cleared and plus the
                                    number of shares of that Class or Fund which
                                    have been redeemed but for which payment has
                                    not yet been issued.

         D.       On  an  ongoing  basis,  the  Directors,   pursuant  to  their
                  fiduciary  responsibilities under the Act and otherwise,  will
                  monitor each Fund for the existence of any material  conflicts
                  among the  interests of its several  Classes.  The  Directors,
                  including a majority  of the  Disinterested  Directors,  shall
                  take such action as is  reasonably  necessary to eliminate any
                  such  conflicts  that may  develop.  The Manager and  Seligman
                  Financial   Services,   Inc.  (the   "Distributor")   will  be
                  responsible for reporting any potential or existing  conflicts
                  to the Directors.  If a conflict  arises,  the Manager and the
                  Distributor  will be  responsible  at their  own  expense  for
                  remedying  such  conflict  by  appropriate  steps  up  to  and
                  including separating the classes in conflict by establishing a
                  new  registered  management  company  to  operate  one  of the
                  classes.

         E.       The plan of each Fund adopted pursuant to Rule 12b-1 under the
                  Act (the "Rule 12b-1 Plan")  provides that the Directors  will
                  receive  quarterly  and  annual   statements   complying  with
                  paragraph  (b)(3)(ii) of Rule 12b-1, as it may be amended from
                  time  to   time.   In  the   statements,   only   distribution
                  expenditures  properly attributable to the sale of shares of a
                  specific  Class  will be used to  support  the Rule  12b-1 fee
                  charged  to  shareholders  of  such  Class.  Expenditures  not
                  related to the sale of a specific  Class will not be presented
                  to the  Directors  to  support  Rule  12b-1  fees  charged  to
                  shareholders  of such Class.  The  statements,  including  the
                  allocations upon which they are based,  will be subject to the
                  review of the Disinterested Directors.


<PAGE>



         F.       Dividends  paid by a Fund with  respect to each Class,  to the
                  extent any dividends are paid,  will be calculated in the same
                  manner,  at the  same  time and on the same day and will be in
                  the same amount,  except that fee payments made under the Rule
                  12b-1 Plan  relating to the Classes will be borne  exclusively
                  by each Class and except that any Class Level  Expenses  shall
                  be borne by the applicable Class.

         G.       The  Directors  of  each  Fund  hereby  instruct  such  Fund's
                  independent  auditors to review expense  allocations each year
                  as  part  of  their  regular  audit  process,  to  inform  the
                  Directors and the Manager of any irregularities  detected and,
                  if  specifically  requested  by the  Directors,  to  prepare a
                  written report thereon. In addition, if any Special Expense is
                  incurred by a Fund and is  classified as a Class Level Expense
                  in  the  manner   contemplated  by  paragraph  B.  above,  the
                  independent  auditors for such Fund,  in addition to reviewing
                  such  allocation,  are hereby  instructed to report thereon to
                  the Audit  Committee of the relevant  Fund and to the Manager.
                  The Manager will be  responsible  for taking such steps as are
                  necessary to remedy any  irregularities so detected,  and will
                  do so at its own  expense  to the extent  such  irregularities
                  should  reasonably  have been  detected  and  prevented by the
                  Manager in the performance of its services to the Fund.


2.       Specific Arrangements for Each Class

                  The following  arrangements  regarding  shareholder  services,
expense  allocation and other indicated  matters shall be in effect with respect
to the  Class  A  shares  and  Class  D  shares  of  each  Fund.  The  following
descriptions are qualified by reference to the more detailed description of such
arrangements set forth in the prospectus  relating to each Fund, as the same may
from time to time be  amended or  supplemented  (for each  Fund,  the  "Relevant
Prospectus"),  provided that no Relevant Prospectus may modify the provisions of
this Plan applicable to Rule 12b-1 fees or Class Level Expenses.

(a)      Class A Shares

                  i.       Class A shares are  subject to an initial  sales load
                           which  varies  with  the size of the  purchase,  to a
                           maximum  of  4.75%  of  the  public  offering  price.
                           Reduced   sales   loads   shall   apply  in   certain
                           circumstances.   Class  A  shares  of  Seligman  Cash
                           Management  Fund,  Inc.  shall not be  subject  to an
                           initial sales load.

                  ii.      Class A shares  shall be  subject to a Rule 12b-1 fee
                           of up to 0.25% of average daily net assets.


<PAGE>


                  iii.     Special Expenses  attributable to the Class A shares,
                           except those  determined  by the  Directors not to be
                           Class  Level  Expenses  of  the  Class  A  shares  in
                           accordance  with  paragraph  1.B.iv.,  shall be Class
                           Level Expenses and  attributed  solely to the Class A
                           shares.  No other  expenses shall be treated as Class
                           Level Expenses of the Class A shares.

                  iv.      The  Class  A  shares   shall  be   entitled  to  the
                           shareholder services,  including exchange privileges,
                           described in the Relevant Prospectus.

(b)      Class D Shares

                  i.       Class D shares are sold without an initial sales load
                           but are subject to a contingent  deferred  sales load
                           of 1% in certain  cases if the  shares  are  redeemed
                           within one year.

                  ii.      Class D shares  shall be  subject to a Rule 12b-1 fee
                           of up to 1.00% of average daily net assets.

                  iii.     Special Expenses  attributable to the Class D shares,
                           except those  determined  by the  Directors not to be
                           Class  Level  Expenses  of  the  Class  D  shares  in
                           accordance  with  paragraph  1.B.iv.,  shall be Class
                           Level Expenses and  attributed  solely to the Class D
                           shares.  No other  expenses shall be treated as Class
                           Level Expenses of the Class D shares.

                  iv.      The  Class  D  shares   shall  be   entitled  to  the
                           shareholder services,  including exchange privileges,
                           described in the Relevant Prospectus.




<PAGE>


                                   Schedule I


Seligman Cash Management Fund, Inc.
Seligman Capital Fund, Inc.
Seligman Common Stock, Inc.
Seligman Communications and Information Fund, Inc.
Seligman Frontier Fund, Inc.
Seligman Growth Fund, Inc.
Seligman Income Fund, Inc.
Seligman  Henderson Global Growth  Opportunities  Fund Seligman Henderson Global
Smaller  Companies  Fund  Seligman  Henderson  Global  Technology  Fund Seligman
Henderson  International  Fund  Seligman  High-Yield  Bond  Fund  Seligman  U.S.
Government Securities Fund Seligman National Tax-Exempt Fund Seligman California
Quality Tax Exempt Fund Seligman California  High-Yield Tax-Exempt Fund Seligman
Colorado  Tax-Exempt  Fund Seligman  Florida  Tax-Exempt  Fund Seligman  Georgia
Tax-Exempt Fund Seligman Louisiana  Tax-Exempt Fund Seligman Maryland Tax-Exempt
Fund Seligman  Massachusetts  Tax-Exempt Fund Seligman Michigan  Tax-Exempt Fund
Seligman  Minnesota  Tax-Exempt Fund Seligman Missouri Tax- Exempt Fund Seligman
New Jersey  Tax-Exempt  Fund,  Inc.  Seligman New York  Tax-Exempt Fund Seligman
North Carolina  Tax-Exempt  Fund Seligman Ohio  Tax-Exempt  Fund Seligman Oregon
Tax-Exempt  Fund Seligman  Pennsylvania  Tax-Exempt  Fund Series  Seligman South
Carolina Tax-Exempt Fund




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. 29 to Registration  Statement
No. 2-86008 of our report dated November 3, 1995, appearing in the annual report
to  shareholders  for the year ended September 30, 1995, and to the reference to
us under the caption "Financial  Highlights" in the Prospectus,  which is a part
of such Registration Statement.




DELOITTE & TOUCHE LLP
New York, New York
January 25, 1996


                                                     January 11, 1996




Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York  10017


         With respect to  Post-Effective  Amendment  No. 29 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.

         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/ William E. Tanis
                                                           Vice President



<PAGE>




                                January 19, 1996








Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, NY  10017

Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 29 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

                                                     KING & SPALDING



<PAGE>





                             New Orleans, Louisiana
                                January 9, 1996
                          Direct Dial No. 504-556-4112


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York   10017


Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 29 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
Louisiana  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  "Louisiana
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,

                                                     LISKOW & LEWIS



                                                     By: /s/ Robert S. Angelico


RSA:hms



<PAGE>









                                                    January 12, 1996

Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

                  With  respect  to  Post-Effective  Amendment  No.  29  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 persosn whose consent is required  under Section 7 of the Securities
Act of 1933, as amended.

                                           Very truly yours,


                                           /s/ Venable, Baetjer and Howard, LLP



<PAGE>


Telephone: (617) 573-0100                             Facsimile: (617) 227-4420

                                January 11, 1996





Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 29 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


<PAGE>


                                January 15, 1996





Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 29 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  hereby  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/ Dickenson, Wright, Moon
                                                 Van Dusen & Freeman



<PAGE>






                                January 24, 1996



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.

<PAGE>

                  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.  19(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  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;

                  In  addition,  Minn.  Stat.  ss.289A.50,  subd.  10, which was
enacted by Laws of  Minnesota  for 1995,  Chapter  264,  article  1,  section 1,
provides as follows:

                           LIMITATION  ON  REFUND.  If an  addition  to  federal
                  taxable income under section 290.01,  subdivision  19a, clause
                  (1),  is  judicially   determined  to   discriminate   against
                  interstate   commerce,   the  legislature   intends  that  the
                  discrimination  be remedied by adding  interest on obligations
                  of Minnesota  governmental  units and Indian tribes to federal
                  taxable income.  This subdivision  applies  beginning with the
                  taxable years that begin during the calendar year in which the
                  court's  decision is final.  Other remedies apply for previous
                  taxable years.

Accordingly, subject to Minn. Stat. ss.289A.50, subd. 10, 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

<PAGE>

                  As noted above, Minn. Stat.  289A.50,  subd. 10, provides that
it is the intent of Minnesota Legislature that interest income on obligations of
Minnesota   governmental   units,   which  obligations   include  the  specified
obligations, and exempt-interest dividends that are derived from interest income
on such obligations, be included in the net income of individuals,  estates, and
trusts for Minnesota income tax purposes if it is judicially determined that the
exemption  by  Minnesota  of such  interest  or such  exempt-interest  dividends
unlawfully  discriminates against interstate commerce because interest income on
obligations of governmental  units located in other states,  or  exempt-interest
dividends derived from such obligations,  is so included. This provision applies
to  taxable  years that begin  during or after the  calendar  year in which such
judicial decision becomes final, regardless of the date on which the obligations
were issued,  and other  remedies apply for previous  taxable years.  The United
States Supreme Court recently denied  certiorari in an Ohio case which upheld an
exemption for interest income on obligations of Ohio governmental  issuers, even
though  interest  income on  obligations  of non-Ohio  governmental  issuers was
subject to tax.  However,  it cannot be predicted whether a similar case will be
brought in Minnesota or elsewhere, or what the outcome of such case would be.

                  Returning to the requirements of Minn. Stat. ss.290.01,  subd.
19(a)(ii), 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,  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,  will be included in the base
upon which such Minnesota alternative minimum tax is computed. 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.


<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, 1996, 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

                                             FAEGRE & BENSON
                                             Professional Limited
                                             Liability Partnership


<PAGE>


                                January 19, 1996


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, NY  10017

                  Re:      Seligman Tax-Exempt Fund - Missouri Series

Gentlemen:

                  We have acted as special  Missouri tax counsel to the Seligman
Tax-Exempt Fund Series,  Inc. (the "Fund") and you have asked for our opinion of
the Missouri personal income tax consequences, under Chapter 143 of the Missouri
Revised  Statutes,  and Missouri  personal property tax consequences to Missouri
resident  individuals  owning shares of the Missouri  Tax-Exempt Class of common
stock  of  the  Fund  (the  "Missouri  Series").  We  have  assumed,  with  your
permission,  for  purposes  of  rendering  this  opinion,  (i) that the Fund,  a
Maryland  corporation,  is a nondiversified,  open-ended  management  investment
company;  (ii)  each  "series"  of the  Fund,  including  the  Missouri  Series,
qualifies  for  taxation  as  a  regulated  investment  company  under  Part  I,
Subchapter M of the  Internal  Revenue  Code of 1986,  as amended (the  "Code");
(iii) that the Fund is  authorized  by its  articles of  incorporation  to issue
various classes of common stock, one of which is the Missouri Series;  (iv) that
the  Fund,   pursuant  to  its  articles  of  incorporation,   shall  treat  all
consideration  received  by it from the issue or sale of shares of the  Missouri
Series, all assets in which such  consideration is invested,  and all income and
proceeds from the investment and  disposition of such assets as belonging to the
shareholders  of the Missouri  Series,  subject only to the rights of creditors;
(v) that dividends paid by the Missouri Series will  constitute,  in whole or in
part, "exempt-interest dividends" within the meaning of Section 852(b)(5) of the
Code; and (vi) that the Missouri Series will at the close of each quarter of its
taxable year invest at least 50% of the value of its assets in debt obligations,
the  interest on which is  excluded  from gross  income for  purposes of Federal
income taxation.

                  Our  opinion  is based  upon  the  present  provisions  of the
Missouri  Revised  Statutes,  the Code of State  Regulations (the "CSR") and the
Missouri  Register  publications as in effect on the date hereof. In particular,
our opinion is based upon the specific provisions of 12 CSR Section 10-2.155. No
assurance  can  be  given  that  the  opinions  below  may  not be  modified  by
legislative,  judicial or administrative changes which may be retrospective with
respect to  transactions  prior to the effective  date of such changes,  subject
only to the limitations in the Missouri and United States Constitutions  against
retrospective legislation,  administrative determinations or judicial decisions.
We have made no review and express no opinion with regard to (i) matters arising
under the laws of any  jurisdiction  other than the State of Missouri;  (ii) the
creation of the Fund, its income tax status as a regulated investment company or
the  validity of the Fund's  creation  and  issuance  of shares of the  Missouri
Series;  (iii) Missouri statutes or local ordinances  imposing licensing and fee
requirements  (some of which may use an income base for the determination of the
fee); (iv) the validity of various  statutes  considered  herein under the Equal
Protection,  Due Process or Commerce  Clauses of the United States  Constitution
(or similar  provisions of the Missouri  Constitution);  (v) the validity or tax
status  of any debt  obligations  which  the  Fund or the  Missouri  Series  may
acquire;  and (vi) any  legislation  pending  before the current  session of the
Missouri General Assembly.


<PAGE>


                  Based on the foregoing, we are of the opinion that:

                  1.  Under  Missouri  law  by  application  of 12  CSR  Section
10-2.155, the portion of dividends distributed to individual shareholders of the
Missouri  Series  that  qualify  as  exempt  interest  dividends  under  Section
852(b)(5) of the Code equal to the ratio of the interest income allocated to the
Missouri Series under Section 851(h) of the Code and derived from the investment
of assets  of the  Missouri  Series in  obligations,  the  interest  on which is
excluded  from gross  income for  Federal  income tax  purposes  and exempt from
Missouri  income  taxation,  over the total  interest  income  allocated  to the
Missouri Series under Section 851(h) of the Code and derived from the investment
of the assets of the Missouri  Series in  obligations,  the interest on which is
excluded from gross income for Federal income tax purposes,  will be exempt from
the Missouri income tax imposed by Chapter 143 of the Missouri Revised Statutes.

                  2. Dividends paid by the Missouri Series,  if any, that do not
qualify as tax exempt  dividends  under Section  852(b)(5) of the Code,  will be
exempt  from  Missouri  income tax only to the extent  that such  dividends  are
derived from interest on certain U.S.  obligations that the State of Missouri is
expressly  prohibited  from  taxing  under the laws of the  United  States.  The
portion  of such  dividends  that is not  subject  to  taxation  by the State of
Missouri may be reduced by interest,  or other expenses,  in excess of $500 paid
or incurred by a shareholder  in any taxable year to purchase or carry shares of
the Missouri Series of the Tax-exempt Fund or other investments producing income
that is includable in federal gross income, but exempt from Missouri income tax.

                  3. 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.

                  4.  Shares  of  the  Missouri   Series  owned  by   individual
shareholders will not be subject to the Missouri personal property tax under the
current  Missouri  statutes.  While under its Constitution the State of Missouri
has the power to impose an  intangible  personal  property tax on such  property
owned by  individuals,  the State has not,  since  the  repeal of the  operative
provisions  of Chapter  146 of the  Missouri  Revised  Statutes as of January 1,
1975, exercised that power.


<PAGE>


                  We consent to the filing of this  opinion as an exhibit to the
Registration  Statement prepared in connection with the offering of the Fund and
the  Missouri  Series  and to the  references  to this Firm in the  Registration
Statement under the heading "Missouri Taxes".

                                                     Very truly yours,

                                                     BRYAN CAVE LLP


                                                     By:  /s/ Bryan Cave LLP



<PAGE>


                                                     January 26, 1996



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.


<PAGE>


                  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  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.


<PAGE>


                  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  (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,


                                                        Sullivan & Cromwell

<PAGE>


                                                  January 26, 1996







Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, NY  10017

Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 29 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 Ohio
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  "Ohio
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/ Squire Sanders & Dempsey



<PAGE>


                                                               January 25, 1996


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
certain 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.



<PAGE>


                  For purposes of State of Oregon personal  income tax,  taxable
income is defined as taxable 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 is 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:

                  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
                                    certain 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.



<PAGE>


                  We hereby  consent to the filing of this opinion as an exhibit
to your Post-Effective  Amendment No. 29 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/ Roy D. Lambert
                                                     Roy D. Lambert

RDL:wpc


<PAGE>




                                             January 3, 1996


Seligman Tax-Exempt Fund Series, Inc.
100 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 29 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 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  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 1933, as amended.

                                             Very truly yours,


                                             /s/ Sinkler & Boyd, P.A.


- --------
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.


<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
        <NUMBER>131          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-GEORGIA CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                            57681 
<INVESTMENTS-AT-VALUE>                           58574
<RECEIVABLES>                                     1104
<ASSETS-OTHER>                                     305  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   59983
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          226
<TOTAL-LIABILITIES>                                226
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         58510
<SHARES-COMMON-STOCK>                             7387<F1>
<SHARES-COMMON-PRIOR>                             8218<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            354
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           893
<NET-ASSETS>                                     57678<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3628<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (538)<F1>
<NET-INVESTMENT-INCOME>                           3090<F1>
<REALIZED-GAINS-CURRENT>                           363  
<APPREC-INCREASE-CURRENT>                         3043 
<NET-CHANGE-FROM-OPS>                             6560
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (3090)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (832)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            513<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1701)<F1>
<SHARES-REINVESTED>                                357<F1>
<NET-CHANGE-IN-ASSETS>                          (2558)          
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          836 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              294<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    566<F1>
<AVERAGE-NET-ASSETS>                             58991<F1>
<PER-SHARE-NAV-BEGIN>                             7.48<F1>
<PER-SHARE-NII>                                    .39<F1>
<PER-SHARE-GAIN-APPREC>                            .43<F1>
<PER-SHARE-DIVIDEND>                             (.39)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.10)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.81<F1>
<EXPENSE-RATIO>                                    .91<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>134          
        
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-GEORGIA CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                            57681 
<INVESTMENTS-AT-VALUE>                           58574
<RECEIVABLES>                                     1104
<ASSETS-OTHER>                                     305  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   59983
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          226
<TOTAL-LIABILITIES>                                226
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         58510
<SHARES-COMMON-STOCK>                              266<F1>
<SHARES-COMMON-PRIOR>                              113<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            354
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           893
<NET-ASSETS>                                      2079<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   93<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (29)<F1>
<NET-INVESTMENT-INCOME>                             64<F1>
<REALIZED-GAINS-CURRENT>                           363  
<APPREC-INCREASE-CURRENT>                         3043 
<NET-CHANGE-FROM-OPS>                             6560
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (64)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (13)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            169<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (25)<F1>
<SHARES-REINVESTED>                                  9<F1>
<NET-CHANGE-IN-ASSETS>                          (2558)          
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          836 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                8<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     29<F1>
<AVERAGE-NET-ASSETS>                              1478<F1>
<PER-SHARE-NAV-BEGIN>                             7.49<F1>
<PER-SHARE-NII>                                    .32<F1>
<PER-SHARE-GAIN-APPREC>                            .43<F1>
<PER-SHARE-DIVIDEND>                             (.32)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.10)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.82<F1>
<EXPENSE-RATIO>                                   1.90<F1>   
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
        <NUMBER>071          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-LOUISIANA CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                            59471 
<INVESTMENTS-AT-VALUE>                           61439
<RECEIVABLES>                                     1174
<ASSETS-OTHER>                                     152  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   62766
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          313
<TOTAL-LIABILITIES>                                313
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         60023
<SHARES-COMMON-STOCK>                             7618<F1>
<SHARES-COMMON-PRIOR>                             7736<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            462
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1968
<NET-ASSETS>                                     61988<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3885<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (549)<F1>
<NET-INVESTMENT-INCOME>                           3336<F1>
<REALIZED-GAINS-CURRENT>                           468  
<APPREC-INCREASE-CURRENT>                         2191 
<NET-CHANGE-FROM-OPS>                             6022
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (3336)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (1076)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            236<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (695)<F1>
<SHARES-REINVESTED>                                340<F1>
<NET-CHANGE-IN-ASSETS>                             307
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1082 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              306<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    549<F1>
<AVERAGE-NET-ASSETS>                             61314<F1>
<PER-SHARE-NAV-BEGIN>                             7.94<F1>
<PER-SHARE-NII>                                    .43<F1>
<PER-SHARE-GAIN-APPREC>                            .34<F1>
<PER-SHARE-DIVIDEND>                             (.43)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.14)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.14<F1>
<EXPENSE-RATIO>                                    .89<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>074          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-LOUISIANA CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                            59471 
<INVESTMENTS-AT-VALUE>                           61439
<RECEIVABLES>                                     1174
<ASSETS-OTHER>                                     152  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   62766
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          313
<TOTAL-LIABILITIES>                                313
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         60023
<SHARES-COMMON-STOCK>                               57<F1>
<SHARES-COMMON-PRIOR>                               89<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            462
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1968
<NET-ASSETS>                                       465<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   40<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (12)<F1>
<NET-INVESTMENT-INCOME>                             28<F1>
<REALIZED-GAINS-CURRENT>                           468  
<APPREC-INCREASE-CURRENT>                         2191 
<NET-CHANGE-FROM-OPS>                             6022
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (28)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (12)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              8<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (44)<F1>
<SHARES-REINVESTED>                                  4<F1>
<NET-CHANGE-IN-ASSETS>                             307
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1082 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                4<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     12<F1>
<AVERAGE-NET-ASSETS>                               631<F1>
<PER-SHARE-NAV-BEGIN>                             7.94<F1>
<PER-SHARE-NII>                                    .35<F1>
<PER-SHARE-GAIN-APPREC>                            .34<F1>
<PER-SHARE-DIVIDEND>                             (.35)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.14)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.14<F1>
<EXPENSE-RATIO>                                   1.91<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
        <NUMBER>081          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MARYLAND CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                            53963 
<INVESTMENTS-AT-VALUE>                           55884
<RECEIVABLES>                                     1196
<ASSETS-OTHER>                                      26  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   57106
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          186
<TOTAL-LIABILITIES>                                186
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         54767
<SHARES-COMMON-STOCK>                             7071<F1>
<SHARES-COMMON-PRIOR>                             7422<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            232
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1921
<NET-ASSETS>                                     56290<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3524<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (538)<F1>
<NET-INVESTMENT-INCOME>                           2986<F1>
<REALIZED-GAINS-CURRENT>                           236  
<APPREC-INCREASE-CURRENT>                         2550 
<NET-CHANGE-FROM-OPS>                             5794
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2986)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (981)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            411<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1085)<F1>
<SHARES-REINVESTED>                                323<F1>
<NET-CHANGE-IN-ASSETS>                           (767)          
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          984 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              281<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    538<F1>
<AVERAGE-NET-ASSETS>                             56195<F1>
<PER-SHARE-NAV-BEGIN>                             7.71<F1>
<PER-SHARE-NII>                                    .41<F1>
<PER-SHARE-GAIN-APPREC>                            .38<F1>
<PER-SHARE-DIVIDEND>                             (.41)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.13)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.96<F1>
<EXPENSE-RATIO>                                    .96<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>084          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MARYLAND CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                            53963 
<INVESTMENTS-AT-VALUE>                           55884
<RECEIVABLES>                                     1196
<ASSETS-OTHER>                                      26  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   57106
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          186
<TOTAL-LIABILITIES>                                186
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         54767
<SHARES-COMMON-STOCK>                               79<F1>
<SHARES-COMMON-PRIOR>                               55<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            232
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1921
<NET-ASSETS>                                       630<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   32<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (10)<F1>
<NET-INVESTMENT-INCOME>                             22<F1>
<REALIZED-GAINS-CURRENT>                           236  
<APPREC-INCREASE-CURRENT>                         2550 
<NET-CHANGE-FROM-OPS>                             5794
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (22)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (7)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             48<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (27)<F1>
<SHARES-REINVESTED>                                  3<F1>
<NET-CHANGE-IN-ASSETS>                           (767)          
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          985 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                2<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     10<F1>
<AVERAGE-NET-ASSETS>                               505<F1>
<PER-SHARE-NAV-BEGIN>                             7.72<F1>
<PER-SHARE-NII>                                    .33<F1>
<PER-SHARE-GAIN-APPREC>                            .38<F1>
<PER-SHARE-DIVIDEND>                             (.33)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.13)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.97<F1>
<EXPENSE-RATIO>                                   2.02<F1> 
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
        <NUMBER>021          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MASSACHUSETTS CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                           111646 
<INVESTMENTS-AT-VALUE>                          114844
<RECEIVABLES>                                     2038
<ASSETS-OTHER>                                     148  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  117030
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          429
<TOTAL-LIABILITIES>                                429
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        111967
<SHARES-COMMON-STOCK>                            14634<F1>
<SHARES-COMMON-PRIOR>                            15688<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1436
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3198
<NET-ASSETS>                                    115711<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 7348<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (997)<F1>
<NET-INVESTMENT-INCOME>                           6351<F1>
<REALIZED-GAINS-CURRENT>                          1447  
<APPREC-INCREASE-CURRENT>                         2623 
<NET-CHANGE-FROM-OPS>                            10465
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (6351)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (490)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1043<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2624)<F1>
<SHARES-REINVESTED>                                527<F1>
<NET-CHANGE-IN-ASSETS>                          (4647)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          484 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              575<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    997<F1>
<AVERAGE-NET-ASSETS>                            115443<F1>
<PER-SHARE-NAV-BEGIN>                             7.66<F1>
<PER-SHARE-NII>                                    .42<F1>
<PER-SHARE-GAIN-APPREC>                            .28<F1>
<PER-SHARE-DIVIDEND>                             (.42)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.03)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.91<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>024          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MASSACHUSETTS CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                           111646 
<INVESTMENTS-AT-VALUE>                          114844
<RECEIVABLES>                                     2038
<ASSETS-OTHER>                                     148  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  117030
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          429
<TOTAL-LIABILITIES>                                429
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        111967
<SHARES-COMMON-STOCK>                              113<F1>
<SHARES-COMMON-PRIOR>                              144<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1436
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3198
<NET-ASSETS>                                       891<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   62<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (19)<F1>
<NET-INVESTMENT-INCOME>                             43<F1>
<REALIZED-GAINS-CURRENT>                          1447  
<APPREC-INCREASE-CURRENT>                         2623 
<NET-CHANGE-FROM-OPS>                            10465
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (43)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (5)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             89<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (125)<F1>
<SHARES-REINVESTED>                                  5<F1>
<NET-CHANGE-IN-ASSETS>                          (4647)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          484 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                5<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     43<F1>
<AVERAGE-NET-ASSETS>                               991<F1>
<PER-SHARE-NAV-BEGIN>                             7.66<F1>
<PER-SHARE-NII>                                    .34<F1>
<PER-SHARE-GAIN-APPREC>                            .27<F1>
<PER-SHARE-DIVIDEND>                             (.34)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.03)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.90<F1>
<EXPENSE-RATIO>                                   1.95<F1> 
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        




</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
        <NUMBER>031          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MICHIGAN CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                           143921 
<INVESTMENTS-AT-VALUE>                          150124
<RECEIVABLES>                                     3134
<ASSETS-OTHER>                                      36  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  153294
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          533
<TOTAL-LIABILITIES>                                533
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        144009
<SHARES-COMMON-STOCK>                            17742<F1>
<SHARES-COMMON-PRIOR>                            18249<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2549
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          6203
<NET-ASSETS>                                    151589<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 9503<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (1297)<F1>
<NET-INVESTMENT-INCOME>                           8206<F1>
<REALIZED-GAINS-CURRENT>                          2566  
<APPREC-INCREASE-CURRENT>                         2887 
<NET-CHANGE-FROM-OPS>                            13697
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (8206)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (775)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            862<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2054)<F1>
<SHARES-REINVESTED>                                683<F1>
<NET-CHANGE-IN-ASSETS>                           (996)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          762 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              746<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1297<F1>
<AVERAGE-NET-ASSETS>                            149253<F1>
<PER-SHARE-NAV-BEGIN>                             8.28<F1>
<PER-SHARE-NII>                                    .46<F1>
<PER-SHARE-GAIN-APPREC>                            .30<F1>
<PER-SHARE-DIVIDEND>                             (.46)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.04)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.54<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>034          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MICHIGAN CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995       
<INVESTMENTS-AT-COST>                           143921 
<INVESTMENTS-AT-VALUE>                          150124
<RECEIVABLES>                                     3134
<ASSETS-OTHER>                                      36  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  153294
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          533
<TOTAL-LIABILITIES>                                533
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        144009
<SHARES-COMMON-STOCK>                              137<F1>
<SHARES-COMMON-PRIOR>                               81<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2549
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          6203
<NET-ASSETS>                                      1172<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   56<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (18)<F1>
<NET-INVESTMENT-INCOME>                             38<F1>
<REALIZED-GAINS-CURRENT>                          2566  
<APPREC-INCREASE-CURRENT>                         2887 
<NET-CHANGE-FROM-OPS>                            13697
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (38)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (4)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             81<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (29)<F1>
<SHARES-REINVESTED>                                  4<F1>
<NET-CHANGE-IN-ASSETS>                           (996)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          762 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                4<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     18<F1>
<AVERAGE-NET-ASSETS>                               871<F1>
<PER-SHARE-NAV-BEGIN>                             8.28<F1>
<PER-SHARE-NII>                                    .37<F1>
<PER-SHARE-GAIN-APPREC>                            .30<F1>
<PER-SHARE-DIVIDEND>                             (.37)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.04)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.54<F1>
<EXPENSE-RATIO>                                   2.01<F1>        
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>




<ARTICLE> 6
<SERIES>
        <NUMBER>041          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MINNESOTA CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                           129078 
<INVESTMENTS-AT-VALUE>                          135889
<RECEIVABLES>                                     2220
<ASSETS-OTHER>                                     282  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  138391
<PAYABLE-FOR-SECURITIES>                          2846
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          592
<TOTAL-LIABILITIES>                               3438
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        127897
<SHARES-COMMON-STOCK>                            16969<F1>
<SHARES-COMMON-PRIOR>                            17479<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            245
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          6811
<NET-ASSETS>                                    132716<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 8966<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (1159)<F1>
<NET-INVESTMENT-INCOME>                           7807<F1>
<REALIZED-GAINS-CURRENT>                           250  
<APPREC-INCREASE-CURRENT>                         1679 
<NET-CHANGE-FROM-OPS>                             9831
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (7807)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (244)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            731<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1950)<F1>
<SHARES-REINVESTED>                                709<F1>
<NET-CHANGE-IN-ASSETS>                            1686
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          242 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              663<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1159<F1>
<AVERAGE-NET-ASSETS>                            132825<F1>
<PER-SHARE-NAV-BEGIN>                             7.72<F1>
<PER-SHARE-NII>                                    .45<F1>
<PER-SHARE-GAIN-APPREC>                            .11<F1>
<PER-SHARE-DIVIDEND>                             (.45)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.01)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.82<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>044          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MINNESOTA CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                           129078 
<INVESTMENTS-AT-VALUE>                          135889
<RECEIVABLES>                                     2220
<ASSETS-OTHER>                                     282  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  138391
<PAYABLE-FOR-SECURITIES>                          2846
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          592
<TOTAL-LIABILITIES>                               3438
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        127897
<SHARES-COMMON-STOCK>                              286<F1>
<SHARES-COMMON-PRIOR>                              213<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            245
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          6811
<NET-ASSETS>                                      2237<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  130<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (35)<F1>
<NET-INVESTMENT-INCOME>                             95<F1>
<REALIZED-GAINS-CURRENT>                           250  
<APPREC-INCREASE-CURRENT>                         1679 
<NET-CHANGE-FROM-OPS>                             9831
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (95)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (3)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            133<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (69)<F1>
<SHARES-REINVESTED>                                  9<F1>
<NET-CHANGE-IN-ASSETS>                          (1686)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          242 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               10<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     35<F1>
<AVERAGE-NET-ASSETS>                              1913<F1>
<PER-SHARE-NAV-BEGIN>                             7.73<F1>
<PER-SHARE-NII>                                    .38<F1>
<PER-SHARE-GAIN-APPREC>                            .10<F1>
<PER-SHARE-DIVIDEND>                             (.38)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.01)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.82<F1>
<EXPENSE-RATIO>                                   1.85<F1>         
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
        <NUMBER>101          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MISSOURI CL A
<MULTIPLIER> 1000
       
<S>                             <C>                            
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                            49350 
<INVESTMENTS-AT-VALUE>                           51117
<RECEIVABLES>                                     1081
<ASSETS-OTHER>                                      55  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   52253
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          569
<TOTAL-LIABILITIES>                                569
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         49592
<SHARES-COMMON-STOCK>                             6644<F1>
<SHARES-COMMON-PRIOR>                             7098<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            325
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1767
<NET-ASSETS>                                     51169<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3173<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (452)<F1>
<NET-INVESTMENT-INCOME>                           2721<F1>
<REALIZED-GAINS-CURRENT>                           331  
<APPREC-INCREASE-CURRENT>                         2085 
<NET-CHANGE-FROM-OPS>                             5155
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2721)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (491)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            249<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (938)<F1>
<SHARES-REINVESTED>                                235<F1>
<NET-CHANGE-IN-ASSETS>                          (1287)          
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          488 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              257<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    477<F1>
<AVERAGE-NET-ASSETS>                             51302<F1>
<PER-SHARE-NAV-BEGIN>                             7.41<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .36<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.70<F1>
<EXPENSE-RATIO>                                    .88<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>104          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-MISSOURI CL D
<MULTIPLIER> 1000
       
<S>                             <C>                            
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                            49350 
<INVESTMENTS-AT-VALUE>                           51117
<RECEIVABLES>                                     1081
<ASSETS-OTHER>                                      55  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   52253
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          569
<TOTAL-LIABILITIES>                                569
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         49592
<SHARES-COMMON-STOCK>                               67<F1>
<SHARES-COMMON-PRIOR>                               47<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            325
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1767
<NET-ASSETS>                                       515<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   25<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (8)<F1>
<NET-INVESTMENT-INCOME>                             17<F1>
<REALIZED-GAINS-CURRENT>                           331  
<APPREC-INCREASE-CURRENT>                         2085 
<NET-CHANGE-FROM-OPS>                             5155
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (17)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (3)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             29<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (11)<F1>
<SHARES-REINVESTED>                                  2<F1>
<NET-CHANGE-IN-ASSETS>                          (1287)          
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          488 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                2<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      8<F1>
<AVERAGE-NET-ASSETS>                               404<F1>
<PER-SHARE-NAV-BEGIN>                             7.41<F1>
<PER-SHARE-NII>                                    .32<F1>
<PER-SHARE-GAIN-APPREC>                            .36<F1>
<PER-SHARE-DIVIDEND>                             (.32)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.70<F1>
<EXPENSE-RATIO>                                   1.98<F1>           
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
        <NUMBER>011          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-NATIONAL CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                           102648 
<INVESTMENTS-AT-VALUE>                          103611
<RECEIVABLES>                                     1939
<ASSETS-OTHER>                                     305  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  105855
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          456
<TOTAL-LIABILITIES>                                456
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        108919
<SHARES-COMMON-STOCK>                            13743<F1>
<SHARES-COMMON-PRIOR>                            15512<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (4483)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           963
<NET-ASSETS>                                    104184<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6806<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (928)<F1>
<NET-INVESTMENT-INCOME>                           5878<F1>
<REALIZED-GAINS-CURRENT>                        (4331)  
<APPREC-INCREASE-CURRENT>                        10224 
<NET-CHANGE-FROM-OPS>                            11805
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (5878)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1787<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (3970)<F1>
<SHARES-REINVESTED>                                414<F1>
<NET-CHANGE-IN-ASSETS>                          (6421)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (152) 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              537<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    928<F1>
<AVERAGE-NET-ASSETS>                            107685<F1>
<PER-SHARE-NAV-BEGIN>                             7.18<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .40<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.58<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>014          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-NATIONAL CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                           102648 
<INVESTMENTS-AT-VALUE>                          103611
<RECEIVABLES>                                     1939
<ASSETS-OTHER>                                     305  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  105855
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          456
<TOTAL-LIABILITIES>                                456
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        108919
<SHARES-COMMON-STOCK>                              160<F1>
<SHARES-COMMON-PRIOR>                               62<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (4483)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           963
<NET-ASSETS>                                      1215<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   49<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (15)<F1>
<NET-INVESTMENT-INCOME>                             34<F1>
<REALIZED-GAINS-CURRENT>                        (4331)  
<APPREC-INCREASE-CURRENT>                        10224 
<NET-CHANGE-FROM-OPS>                            11805
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (34)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            242<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (147)<F1>
<SHARES-REINVESTED>                                  3<F1>
<NET-CHANGE-IN-ASSETS>                          (6421)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (152) 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                3<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     15<F1>
<AVERAGE-NET-ASSETS>                               763<F1>
<PER-SHARE-NAV-BEGIN>                             7.18<F1>
<PER-SHARE-NII>                                    .32<F1>
<PER-SHARE-GAIN-APPREC>                            .39<F1>
<PER-SHARE-DIVIDEND>                             (.32)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.57<F1>
<EXPENSE-RATIO>                                   1.95<F1>           
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
        <NUMBER>051          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-NEW YORK CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                            80762    
<INVESTMENTS-AT-VALUE>                           83224
<RECEIVABLES>                                     1428
<ASSETS-OTHER>                                     486  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   85138
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          273
<TOTAL-LIABILITIES>                                273
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         83359
<SHARES-COMMON-STOCK>                            10678<F1>
<SHARES-COMMON-PRIOR>                            11853<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (946)
<OVERDISTRIBUTION-GAINS>                          (10)
<ACCUM-APPREC-OR-DEPREC>                          2462
<NET-ASSETS>                                     83980<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 5501<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (755)<F1>
<NET-INVESTMENT-INCOME>                           4746<F1>
<REALIZED-GAINS-CURRENT>                         (946)  
<APPREC-INCREASE-CURRENT>                         5008 
<NET-CHANGE-FROM-OPS>                             8836
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (4746)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (1996)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1067<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2822)<F1>
<SHARES-REINVESTED>                                580<F1>
<NET-CHANGE-IN-ASSETS>                            6525 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1997
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              430<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    755<F1>
<AVERAGE-NET-ASSETS>                             86288<F1>
<PER-SHARE-NAV-BEGIN>                             7.67<F1>
<PER-SHARE-NII>                                    .42<F1>
<PER-SHARE-GAIN-APPREC>                            .36<F1>
<PER-SHARE-DIVIDEND>                             (.42)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.17)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.86<F1>
<EXPENSE-RATIO>                                    .88<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>054          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-NEW YORK CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                            80762    
<INVESTMENTS-AT-VALUE>                           83224
<RECEIVABLES>                                     1428
<ASSETS-OTHER>                                     486  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   85138
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          273
<TOTAL-LIABILITIES>                                273
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         83359
<SHARES-COMMON-STOCK>                              112<F1>
<SHARES-COMMON-PRIOR>                               62<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (946)
<OVERDISTRIBUTION-GAINS>                          (10)
<ACCUM-APPREC-OR-DEPREC>                          2462
<NET-ASSETS>                                       885<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   39<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (12)<F1>
<NET-INVESTMENT-INCOME>                             27<F1>
<REALIZED-GAINS-CURRENT>                         (946)  
<APPREC-INCREASE-CURRENT>                         5008 
<NET-CHANGE-FROM-OPS>                             8836
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (27)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (11)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             67<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (21)<F1>
<SHARES-REINVESTED>                                  4<F1>
<NET-CHANGE-IN-ASSETS>                            6525 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1997
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                3<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     12<F1>
<AVERAGE-NET-ASSETS>                               598<F1>
<PER-SHARE-NAV-BEGIN>                             7.67<F1>
<PER-SHARE-NII>                                    .34<F1>
<PER-SHARE-GAIN-APPREC>                            .37<F1>
<PER-SHARE-DIVIDEND>                             (.34)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.17)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.87<F1>
<EXPENSE-RATIO>                                   1.96<F1>            
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>




<ARTICLE> 6
<SERIES>
        <NUMBER>061          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-OHIO CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                           159801    
<INVESTMENTS-AT-VALUE>                          167980
<RECEIVABLES>                                     3294
<ASSETS-OTHER>                                     214  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  171488
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          637
<TOTAL-LIABILITIES>                                637
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        161890
<SHARES-COMMON-STOCK>                            20977<F1>
<SHARES-COMMON-PRIOR>                            21714<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            781
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          8179
<NET-ASSETS>                                    170191<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                10837<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (1426)<F1>
<NET-INVESTMENT-INCOME>                           9411<F1>
<REALIZED-GAINS-CURRENT>                           810  
<APPREC-INCREASE-CURRENT>                         5389 
<NET-CHANGE-FROM-OPS>                            15631
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (9411)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (1594)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            708<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2354)<F1>
<SHARES-REINVESTED>                                909<F1>
<NET-CHANGE-IN-ASSETS>                           (943) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1569
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              845<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1426<F1>
<AVERAGE-NET-ASSETS>                            169202<F1>
<PER-SHARE-NAV-BEGIN>                             7.90<F1>
<PER-SHARE-NII>                                    .44<F1>
<PER-SHARE-GAIN-APPREC>                            .28<F1>
<PER-SHARE-DIVIDEND>                             (.44)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.11<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>064          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-OHIO CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                           159801    
<INVESTMENTS-AT-VALUE>                          167980
<RECEIVABLES>                                     3294
<ASSETS-OTHER>                                     214  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  171488
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          637
<TOTAL-LIABILITIES>                                637
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        161890
<SHARES-COMMON-STOCK>                              81<F1>
<SHARES-COMMON-PRIOR>                              41<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            781
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          8179
<NET-ASSETS>                                       659<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   30<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (9)<F1>
<NET-INVESTMENT-INCOME>                             21<F1>
<REALIZED-GAINS-CURRENT>                           810  
<APPREC-INCREASE-CURRENT>                         5389 
<NET-CHANGE-FROM-OPS>                            15631
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (21)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (4)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             38<F1>
<NUMBER-OF-SHARES-REDEEMED>                        (1)<F1>
<SHARES-REINVESTED>                                  3<F1>
<NET-CHANGE-IN-ASSETS>                           (943) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1569
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                3<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      9<F1>
<AVERAGE-NET-ASSETS>                               461<F1>
<PER-SHARE-NAV-BEGIN>                             7.92<F1>
<PER-SHARE-NII>                                    .36<F1>
<PER-SHARE-GAIN-APPREC>                            .30<F1>
<PER-SHARE-DIVIDEND>                             (.36)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.15<F1>
<EXPENSE-RATIO>                                   1.93<F1>          
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
        <NUMBER>111          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-OREGON CL A
<MULTIPLIER> 1000
       
<S>                             <C>                            
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                            57933 
<INVESTMENTS-AT-VALUE>                           59785
<RECEIVABLES>                                     1389
<ASSETS-OTHER>                                     174   
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   61348
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          304
<TOTAL-LIABILITIES>                                304
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         59132
<SHARES-COMMON-STOCK>                             7775<F1>
<SHARES-COMMON-PRIOR>                             8059<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             60
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1852
<NET-ASSETS>                                     59549<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3656<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (502)<F1>
<NET-INVESTMENT-INCOME>                           3154<F1>
<REALIZED-GAINS-CURRENT>                            70  
<APPREC-INCREASE-CURRENT>                         1781 
<NET-CHANGE-FROM-OPS>                             5059
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (3154)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (141)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            609<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1172)<F1>
<SHARES-REINVESTED>                                279<F1>
<NET-CHANGE-IN-ASSETS>                             317          
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          133 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              292<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    529<F1>
<AVERAGE-NET-ASSETS>                             58647<F1>
<PER-SHARE-NAV-BEGIN>                             7.43<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .25<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.02)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.66<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>114          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-OREGON CL D
<MULTIPLIER> 1000
       
<S>                             <C>                            
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995  
<INVESTMENTS-AT-COST>                            57933 
<INVESTMENTS-AT-VALUE>                           59785
<RECEIVABLES>                                     1389
<ASSETS-OTHER>                                     174   
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   61348
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          304
<TOTAL-LIABILITIES>                                304
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         59132
<SHARES-COMMON-STOCK>                              195<F1>
<SHARES-COMMON-PRIOR>                              114<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             60
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1852
<NET-ASSETS>                                      1495<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   76<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (22)<F1>
<NET-INVESTMENT-INCOME>                             54<F1>
<REALIZED-GAINS-CURRENT>                            70  
<APPREC-INCREASE-CURRENT>                         1781 
<NET-CHANGE-FROM-OPS>                             5059
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (54)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (2)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            120<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (44)<F1>
<SHARES-REINVESTED>                                  5<F1>
<NET-CHANGE-IN-ASSETS>                             317          
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          133 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                6<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     23<F1>
<AVERAGE-NET-ASSETS>                              1201<F1>
<PER-SHARE-NAV-BEGIN>                             7.43<F1>
<PER-SHARE-NII>                                    .33<F1>
<PER-SHARE-GAIN-APPREC>                            .24<F1>
<PER-SHARE-DIVIDEND>                             (.33)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.02)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.65<F1>
<EXPENSE-RATIO>                                   1.83<F1>          
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
        <NUMBER>151          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-SOUTH CAROLINA CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                           108933 
<INVESTMENTS-AT-VALUE>                          112516
<RECEIVABLES>                                     1874
<ASSETS-OTHER>                                     113  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  114503
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          378
<TOTAL-LIABILITIES>                                378
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        110297
<SHARES-COMMON-STOCK>                            14099<F1>
<SHARES-COMMON-PRIOR>                            15121<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            245
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3583
<NET-ASSETS>                                    112421<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6943<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (980)<F1>
<NET-INVESTMENT-INCOME>                           5963<F1>
<REALIZED-GAINS-CURRENT>                           256  
<APPREC-INCREASE-CURRENT>                         5015 
<NET-CHANGE-FROM-OPS>                            11303
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (5963)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (207)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1197<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2686)<F1>
<SHARES-REINVESTED>                                467<F1>
<NET-CHANGE-IN-ASSETS>                          (2486)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          199 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              556<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    980<F1>
<AVERAGE-NET-ASSETS>                            111407<F1>
<PER-SHARE-NAV-BEGIN>                             7.61<F1>
<PER-SHARE-NII>                                    .41<F1>
<PER-SHARE-GAIN-APPREC>                            .37<F1>
<PER-SHARE-DIVIDEND>                             (.41)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.01)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.97<F1>
<EXPENSE-RATIO>                                    .88<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>154          
        <NAME> SELIGMAN TAX-EXEMPT FUND SERIES-SOUTH CAROLINA CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                           108933 
<INVESTMENTS-AT-VALUE>                          112516
<RECEIVABLES>                                     1874
<ASSETS-OTHER>                                     113  
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  114503
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          378
<TOTAL-LIABILITIES>                                378
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        110297
<SHARES-COMMON-STOCK>                              214<F1>
<SHARES-COMMON-PRIOR>                              194<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            245
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3583
<NET-ASSETS>                                      1704<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   98<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (29)<F1>
<NET-INVESTMENT-INCOME>                             69<F1>
<REALIZED-GAINS-CURRENT>                           256  
<APPREC-INCREASE-CURRENT>                         5015 
<NET-CHANGE-FROM-OPS>                            11303
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (69)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (3)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             69<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (57)<F1>
<SHARES-REINVESTED>                                  8<F1>
<NET-CHANGE-IN-ASSETS>                          (2486)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          199 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                7<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     69<F1>
<AVERAGE-NET-ASSETS>                              1567<F1>
<PER-SHARE-NAV-BEGIN>                             7.61<F1>
<PER-SHARE-NII>                                    .34<F1>
<PER-SHARE-GAIN-APPREC>                            .37<F1>
<PER-SHARE-DIVIDEND>                             (.34)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.01)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.97<F1>
<EXPENSE-RATIO>                                   1.85<F1>          
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>        
<F1>Class D only. All other data are fund level.
</FN>
        



</TABLE>


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