SELIGMAN MUNICIPAL FUND SERIES INC
485BPOS, 1998-01-27
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                                                                File No. 2-86008
                                                                        811-3828


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM N-1A

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           |X|


                  Pre-Effective Amendment No. __                           |_|

   
                  Post-Effective Amendment No.  31                         |X|
    

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


   
                  Amendment No.  30                                        |X|
    
- --------------------------------------------------------------------------------

                      SELIGMAN MUNICIPAL 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).


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

|_|   on (DATE) 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 for its fiscal year ended September 30, 1997 on December 10,
1997.
    

<PAGE>

                                                                File No. 2-86008
<TABLE>
<CAPTION>
   
                              CROSS REFERENCE SHEET
                         POST-EFFECTIVE AMENDMENT NO. 31

    
                                                      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 Series Expenses

3.     Condensed Financial Information                Financial Highlights

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

5.     Management of the Fund                         Management Services

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 Funds

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 C

13.    Investment Objectives and Policies             Investment Objectives, 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; Appendix B

21.    Underwriters                                   Distribution Services

22.    Calculation of Performance Data                Performance Information

23.    Financial Statements                           Financial Statements
</TABLE>


<PAGE>

SELIGMAN MUNICIPAL FUND
SERIES, INC.

SELIGMAN MUNICIPAL
SERIES TRUST

SELIGMAN NEW JERSEY
MUNICIPAL FUND, INC.

SELIGMAN PENNSYLVANIA
MUNICIPAL FUND SERIES

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

   
100 Park Avenue
New York, New York 10017
    

Table of Contents

                                                             Page
Summary of Series Expenses ...................................  3
Financial Highlights ......................................... 10
Alternative Distribution System .............................. 20
Investment Objectives and Policies ........................... 21
Management Services .......................................... 29
Purchase of Shares ........................................... 30
Telephone Transactions ....................................... 35
Redemption of Shares ......................................... 36
Administration, Shareholder Services
    and Distribution Plans ................................... 39
Exchange Privilege ........................................... 40
Further Information about
    Transactions in the Funds ................................ 42
Dividends and Gain Distributions ............................. 42
Taxes ........................................................ 43
Shareholder Information ...................................... 53
Advertising a Series' Performance ............................ 54
Organization and Capitalization .............................. 55

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.

   
MUNI-1 2/98
    

================================================================================
                                   PROSPECTUS

================================================================================
                             SELIGMAN MUNICIPAL FUND
                                  SERIES, INC.

                               SELIGMAN MUNICIPAL
                                  SERIES TRUST

                               SELIGMAN NEW JERSEY
                              MUNICIPAL FUND, INC.

                              SELIGMAN PENNSYLVANIA
                              MUNICIPAL FUND SERIES
================================================================================

                                   February 1, 1998

                                 Seeking Income
                          Free From Regular Income Tax



<PAGE>


                      SELIGMAN MUNICIPAL FUND SERIES, INC.
National Municipal Series, Colorado Municipal Series, Georgia Municipal Series,
      Louisiana Municipal Series, Maryland Municipal Series, Massachusetts
    Municipal Series, Michigan Municipal Series, Minnesota Municipal Series,
  Missouri Municipal Series, New York Municipal Series, Ohio Municipal Series,
           Oregon Municipal Series and South Carolina Municipal Series

                         SELIGMAN MUNICIPAL SERIES TRUST
  California Municipal High-Yield Series, California Municipal Quality Series,
          Florida Municipal Series and North Carolina Municipal Series

   
                    SELIGMAN NEW JERSEY MUNICIPAL FUND, INC.
                   SELIGMAN PENNSYLVANIA MUNICIPAL FUND SERIES
                   100 Park Avenue o New York, New York 10017
                       New York Telephone: (212) 850-1864
       Toll-Free Telephone: (800) 221-2450--all continental United States

                                                                February 1, 1998
    

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

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

       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  Statements  of
Additional  Information,  has  been  filed  with  the  Securities  and  Exchange
Commission.  Statements of Additional Information are 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.  (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 Municipal  Fund's National  Municipal  Series seeks to provide to its
shareholders  maximum  income  exempt from regular  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 regular  federal  income taxes.  The investment
objective of each of the  individual  Municipal Fund State Series is to maximize
income exempt from regular  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 municipal securities of the designated state, its political  subdivisions,
municipalities and public authorities.

       The Municipal  Trust State Series,  except for the  California  Municipal
High-Yield  Series,  each seek high income  exempt from regular  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 municipal  securities rated in the four highest rating  categories,
except that the  California  Municipal  Quality  Series  pursues its  investment
objective by investing only in municipal  securities  rated in the three highest
rating categories of Moody's Investors Service, Inc. ("Moody's") or  Standard  &
Poor's Corporation ("S&P").

       The California  Municipal  High-Yield  Series seeks the maximum amount of
income exempt from regular  federal income taxes and California  personal income
taxes consistent with  preservation of capital and with  consideration  given to
capital gain by investing primarily in California  municipal 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  Municipal
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  Municipal High-Yield Series," in
this Prospectus.

   
       The New Jersey Fund seeks to maximize  income exempt from regular 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  municipal  securities.  Investment
grade  securities  are  rated  within  the four  highest  rating  categories  of
"Moody's" or "S&P." Throughout this Prospectus,  the New Jersey gross income tax
is referred to as the New Jersey personal income tax.
    

     The  Pennsylvania  Fund seeks to provide a high level of income exempt from
regular federal and Pennsylvania  income taxes  consistent with  preservation of
capital by  investing  primarily  in  investment  grade  Pennsylvania  municipal
securities.  Capital  appreciation  is not a  consideration  in the selection of
investments.  The Fund may also invest in Pennsylvania municipal securities that
are  unrated  but are  believed  by the  Manager  (as  defined  below)  to be of
comparable quality to investment grade securities.

       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 the average daily net asset value of the Class A shares.  Class
A shares  purchased  in an  amount of  $1,000,000  or more are sold  without  an
initial sales load but are subject to a contingent  deferred sales load ("CDSL")
of 1% on redemptions within eighteen months of purchase. Class D shares are sold
without an initial sales load but are subject to a CDSL of 1% imposed on certain
redemptions  within one year of purchase,  an annual  distribution  fee of up to
 .75% and an  annual  service  fee of up to .25% of the  average  daily net asset
value of the Class D shares.  Any CDSL payable upon redemption of shares will be
assessed on the lesser of the current net asset value or the  original  purchase
price of the shares redeemed. No CDSL will be imposed on shares acquired through
the  reinvestment  of  dividends  or  distributions  received  from any class of
shares.  See  "Alternative  Distribution  System."  Shares of the  Series may be
purchased through any authorized investment dealer.


                                       2

<PAGE>
                           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 initial sales loads are available in
certain  circumstances.  Class A shares are not subject to an initial sales load
for purchases of $1,000,000 or more; however, such shares are subject to a CDSL,
a one-time  charge,  only if the shares are redeemed  within  eighteen months of
purchase.  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  Fund's   Administration,   Shareholder   Services  and
Distribution  Plan, to which the caption "12b-1 Fees" relates is discussed under
"Administration, Shareholder Services and Distribution Plans" herein.
<TABLE>
<CAPTION>
                                                    NAT'L SERIES                    CO SERIES                   GA SERIES
                                              ------------------------        ----------------------       ----------------------
                                                CLASS A        CLASS D        CLASS A        CLASS D        CLASS A        CLASS D
                                                -------        ------         -------        -------        ------        ------
                                               (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
                                            except 1% in    the first       except 1%     the first         except 1%    the first
                                         first 18 months   year; None     in first 18    year; None       in first 18   year; None
                                        if initial sales   thereafter       months if    thereafter         months if   thereafter
                                         load was waived                initial sales                   initial sales
                                     in full due to size                     load was                 load was waived
                                             of purchase               waived in full                         in full
                                                                          due to size                     due to size
                                                                          of purchase                     of purchase
   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 1997 (as percentage of
   average net assets)
      Management Fees....................          .50%           .50%         .50%           .50%              .50%          .50%
      12b-1 Fees.........................          .09           1.00*         .09           1.00*              .10          1.00*
      Other Expenses.....................          .25            .25          .31            .31               .29           .29
                                                  ----           ----         ----           ----              ----         -----
      Total Series Operating Expenses....          .84%          1.75%         .90%          1.81%              .89%         1.79%
                                                  ====          =====         ====           ====              ====         =====
    

       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.

   
                                                       NAT'L SERIES                 CO SERIES                       GA SERIES
                                                 ----------------------        ------------------              --------------------
EXAMPLE                                          CLASS A       CLASS D         CLASS A    CLASS D             CLASS A      CLASS D
- -------                                          -------       -------         -------    -------             --------     -------
An investor would pay the following expenses
on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end
of each time period:
       1 yr..............................        $ 56            $ 28+          $ 56         $ 28+             $ 56         $ 28+
       3 yrs.............................          73              55             75           57                75           56
       5 yrs.............................          92              95             95           98                94           97
      10 yrs.............................         146             206            153          213               152          211
</TABLE>
   * Includes an annual  distribution fee of .75 of 1% and an annual service fee
     of  .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: NAT'L--$18; CO--$18; GA--$18.
    

                                       3
<PAGE>
                     SUMMARY OF SERIES EXPENSES--(CONTINUED)

<TABLE>
<CAPTION>
                                                      LA SERIES                    MD SERIES                   MA SERIES
                                              ------------------------        ----------------------       ----------------------
                                                CLASS A        CLASS D        CLASS A        CLASS D        CLASS A        CLASS D
                                                -------        ------         -------        ------         -------        ------
                                               (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
                                            except 1% in    the first       except 1%     the first        except 1%    the first
                                         first 18 months   year; None     in first 18    year; None      in first 18   year; None
                                        if initial sales   thereafter       months if    thereafter        months if   thereafter
                                         load was waived                initial sales                  initial sales
                                     in full due to size                     load was                load was waived
                                             of purchase               waived in full                        in full
                                                                          due to size                    due to size
                                                                          of purchase                    of purchase
   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 1997 (as percentage of
   average net assets)
      Management Fees....................          .50%           .50%         .50%           .50%              .50%          .50%
      12b-1 Fees.........................          .10           1.00*         .09           1.00*              .10          1.00*
      Other Expenses.....................          .26            .26          .31            .31               .24           .24
                                                  ----           ----         ----           ----              ----         -----
      Total Series Operating Expenses....          .86%          1.76%         .90%          1.81%              .84%         1.74%
                                                  ====          =====         ====           ====              ====         =====
    

       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.

   
                                                        LA SERIES                   MD SERIES                       MA SERIES
                                                 ----------------------        ------------------              --------------------
EXAMPLE                                          CLASS A       CLASS D         CLASS A    CLASS D             CLASS A      CLASS D
- -------                                          -------       -------         --------   -------             --------     -------
An investor would pay the following expenses
on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end
of each time period:
       1 yr..............................        $ 56            $ 28+          $ 56         $ 28+             $ 56         $ 28+
       3 yrs.............................          74              55             75           57                73           55
       5 yrs.............................          93              95             95           98                92           94
      10 yrs.............................         149             207            153          213               146          205
</TABLE>

   * Includes an annual  distribution fee of .75 of 1% and an annual service fee
     of  .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: LA--$18; MO--$18; MA--$18.
    

                                       4

<PAGE>


                     SUMMARY OF SERIES EXPENSES--(CONTINUED)


<TABLE>
<CAPTION>
                                                      MI SERIES                      MN SERIES                   MO SERIES
                                              ------------------------        ----------------------       ----------------------
                                                CLASS A        CLASS D        CLASS A        CLASS D        CLASS A        CLASS D
                                                -------        -------        -------        ------         -------        ------
                                               (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
                                            except 1% in    the first       except 1%     the first        except 1%     the first
                                         first 18 months   year; None     in first 18    year; None      in first 18    year; None
                                        if initial sales   thereafter       months if    thereafter        months if    thereafter
                                         load was waived                initial sales                  initial sales
                                     in full due to size                     load was                load was waived
                                             of purchase               waived in full                        in full
                                                                          due to size                    due to size
                                                                          of purchase                    of purchase
   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 1997 (as percentage of
   average net assets)
      Management Fees....................          .50%           .50%         .50%           .50%              .50%          .50%
      12b-1 Fees.........................          .10           1.00*         .10           1.00*              .09          1.00*
      Other Expenses.....................          .21            .21          .25            .25               .30           .30
                                                  ----           ----         ----           ----              ----         -----
      Total Series Operating Expenses....          .81%          1.71%         .85%          1.75%              .89%         1.80%
                                                  ====          =====         ====           ====              ====         =====
    

       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.

   
                                                       NAT'L SERIES                 CO SERIES                       GA SERIES
                                                 ----------------------        ------------------              --------------------
EXAMPLE                                          CLASS A       CLASS D         CLASS A    CLASS D             CLASS A      CLASS D
- -------                                          -------       -------         -------    -------             --------     -------
An investor would pay the following expenses
on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end
of each time period:
       1 yr..............................        $ 55            $ 27+          $ 56         $ 28+             $ 56         $ 28+
       3 yrs.............................          72              54             73           55                75           57
       5 yrs.............................          90              93             92           95                94           97
      10 yrs.............................         143             202            147          206               152          212
</TABLE>

   * Includes an annual  distribution fee of .75 of 1% and an annual service fee
     of  .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--$17; MN--$18; MO--$18.
    

                                       5

<PAGE>


                     SUMMARY OF SERIES EXPENSES--(CONTINUED)

<TABLE>
<CAPTION>
                                                      NY SERIES                     OH SERIES                     OR SERIES
                                              ------------------------        ----------------------       ----------------------
                                                CLASS A        CLASS D        CLASS A        CLASS D        CLASS A        CLASS D
                                                -------        -------        -------        -------        -------        -------
                                               (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
                                            except 1% in    the first       except 1%     the first         except 1%    the first
                                         first 18 months   year; None     in first 18    year; None       in first 18   year; None
                                        if initial sales   thereafter       months if    thereafter         months if   thereafter
                                         load was waived                initial sales                   initial sales
                                     in full due to size                     load was                 load was waived
                                             of purchase               waived in full                         in full
                                                                          due to size                     due to size
                                                                          of purchase                     of purchase
   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 1997 (as percentage of
   average net assets)
      Management Fees....................          .50%           .50%         .50%           .50%              .50%          .50%
      12b-1 Fees.........................          .09           1.00*         .10           1.00*              .10          1.00*
      Other Expenses.....................          .23            .23          .21            .21               .30           .30
                                                  ----           ----         ----           ----              ----         -----
      Total Series Operating Expenses....          .82%          1.73%         .81%          1.71%              .90%         1.80%
                                                  ====          =====         ====           ====              ====         =====
    

       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.

   
                                                       NAT'L SERIES                 CO SERIES                       GA SERIES
                                                 ----------------------        ------------------              --------------------
EXAMPLE                                          CLASS A       CLASS D         CLASS A    CLASS D             CLASS A      CLASS D
- -------                                          -------       -------         -------    -------             --------     -------
An investor would pay the following expenses
on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end
of each time period:
       1 yr..............................        $ 55            $ 28+          $ 55         $ 27+             $ 56         $ 28+
       3 yrs.............................          72              54             72           54                75           57
       5 yrs.............................          91              94             90           93                95           97
      10 yrs.............................         144             204            143          202               153          212
</TABLE>

   * Includes an annual  distribution fee of .75 of 1% and an annual service fee
     of  .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: NY--$18; OH--$17; OR--$18.
    

                                       6

<PAGE>


                     SUMMARY OF SERIES EXPENSES--(CONTINUED)

<TABLE>
<CAPTION>
                                                      SC SERIES                CA HIGH-YIELD SERIES           CA QUALITY SERIES
                                              ------------------------        ----------------------       ----------------------
                                                CLASS A        CLASS D        CLASS A        CLASS D        CLASS A        CLASS D
                                                -------        -------        -------        -------         -------       -------
                                               (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
                                            except 1% in    the first       except 1%     the first         except 1%    the first
                                         first 18 months   year; None     in first 18    year; None       in first 18   year; None
                                        if initial sales   thereafter       months if    thereafter         months if   thereafter
                                         load was waived                initial sales                   initial sales
                                     in full due to size                     load was                 load was waived
                                             of purchase               waived in full                         in full
                                                                          due to size                     due to size
                                                                          of purchase                     of purchase
   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 1997 (as percentage of
   average net assets)
      Management Fees....................          .50%           .50%         .50%           .50%              .50%          .50%
      12b-1 Fees.........................          .09           1.00*         .10           1.00*              .10          1.00*
      Other Expenses.....................          .25            .25          .27            .27               .22           .22
                                                  ----           ----         ----           ----              ----         -----
      Total Series Operating Expenses....          .84%          1.75%         .87%          1.77%              .82%         1.72%
                                                  ====          =====         ====           ====              ====         =====
    

       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.

   
                                                       SC SERIES              CA HIGH-YIELD SERIES              CA QUALITY SERIES
                                                 ----------------------       --------------------             --------------------
EXAMPLE                                          CLASS A       CLASS D         CLASS A    CLASS D             CLASS A      CLASS D
- -------                                          -------       -------         -------    -------             --------     -------
An investor would pay the following expenses
on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end
of each time period:
       1 yr..............................        $ 56            $ 28+          $ 56         $ 28+             $ 55         $ 27+
       3 yrs.............................          73              55             74           56                72           54
       5 yrs.............................          92              95             93           96                91           93
      10 yrs.............................         146             206            150          208               144          203
</TABLE>

   * Includes an annual  distribution fee of .75 of 1% and an annual service fee
     of  .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: SC--$18; CA HIGH-YEILD--$18; 
     CA QUALITY--$17.
    

                                       7

<PAGE>


                     SUMMARY OF SERIES EXPENSES--(CONTINUED)


<TABLE>
<CAPTION>
                                                     FL SERIES                      NC SERIES                     NJ SERIES
                                              ------------------------        ----------------------       ----------------------
                                                CLASS A        CLASS D        CLASS A        CLASS D        CLASS A        CLASS D
                                                -------        -------        -------        -------        -------        -------
                                               (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
                                            except 1% in    the first       except 1%     the first        except 1%     the first
                                         first 18 months   year; None     in first 18    year; None      in first 18    year; None
                                        if initial sales   thereafter       months if    thereafter        months if    thereafter
                                         load was waived                initial sales                  initial sales
                                     in full due to size                     load was                load was waived
                                             of purchase               waived in full                        in full
                                                                          due to size                    due to size
                                                                          of purchase                    of purchase
   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 1997 (as percentage of
   average net assets)
      Management Fees....................          .50%           .50%         .50%           .50%              .50%          .50%
      12b-1 Fees.........................          .23           1.00*         .24           1.00*              .23          1.00*
      Other Expenses.....................          .31            .31          .35            .35               .33           .33
                                                   ----           ----         ----           ----              ----         -----
      Total Series Operating Expenses....         1.04%          1.81%        1.09%          1.85%             1.06%         1.83%
                                                  =====          =====        =====          =====              ====         =====
    
       

       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.

   
                                                       FL SERIES                    NC SERIES                       NJ SERIES
                                                 ----------------------        ------------------              --------------------
EXAMPLE                                          CLASS A       CLASS D         CLASS A    CLASS D             CLASS A      CLASS D
- -------                                          -------       -------         -------    -------             --------     -------
An investor would pay the following expenses
on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end
of each time period:
       1 yr..............................        $ 58            $ 28+          $ 58         $ 29+             $ 58         $ 29+
       3 yrs.............................          79              57             81           58                80           58
       5 yrs.............................         102              98            105          100               103           99
      10 yrs.............................         169             213            174          217               171          215
</TABLE>

   * Includes an annual  distribution fee of .75 of 1% and an annual service fee
     of  .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: FL--$18; NC--$19; NJ--$19.
    

                                       8

<PAGE>


                     SUMMARY OF SERIES EXPENSES--(CONTINUED)

<TABLE>
<CAPTION>
                                                                           PA FUND
                                                                 ---------------------------
                                                                  CLASS A             CLASS D
                                                                  -------             -------
                                                                 (INITIAL            (DEFERRED
                                                                SALES LOAD          SALES LOAD
                                                               ALTERNATIVE)        ALTERNATIVE)
<S>                                                            <C>                 <C>
SHAREHOLDER TRANSACTION EXPENSES
   Maximum Sales Load Imposed on
   Purchases (as percentage of
   offering price)...................................              4.75%               None
   Sales Load on Reinvested Dividends................               None               None
   Deferred Sales Load (as percentage
      of original price or redemption
      proceeds, whichever is lower)..................              None;          1% during
                                                            except 1% in    the first year;
                                                         first 18 months               None
                                                        if initial sales         thereafter
                                                         load was waived
                                                     in full due to size
                                                             of purchase
   Redemption Fees....................................              None               None
   Exchange Fees......................................              None               None


   
                                                                  CLASS A             CLASS D
                                                                  -------             -------
ANNUAL SERIES OPERATING EXPENSES FOR
   FISCAL 1997 (as percentage of
   average net assets)
      Management Fees.................................               .50%              .50%
      12b-1 Fees......................................               .23              1.00*
      Other Expenses..................................               .46               .46
                                                                    ----              ----
      Total Series Operating Expenses.................              1.19%             1.96%
                                                                   =====             =====
    

       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.


   
                                                                               PA FUND
                                                                      --------------------------
EXAMPLE                                                                CLASS A          CLASS D
- -------                                                                -------          -------
An investor would pay 
the following  expenses 
on a $1,000  investment,
assuming (1) 5% annual 
return and (2) redemption
at the end of each time period:
       1 yr...........................................                   $ 59              $ 30+
       3 yrs..........................................                     83                62
       5 yrs..........................................                    110               106
      10 yrs..........................................                    185               229

   * Includes an annual  distribution fee of .75 of 1% and an annual service fee
     of  .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: PA--$20.
</TABLE>
    

                                       9
<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  1997
financial  statements  and notes  contained in the fiscal 1997 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.

       "Per share operating  performance" data is designed to allow investors to
trace the operating  performance,  on a per share basis,  from the beginning net
asset value to the ending net asset value so that they can 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.

       "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>

                                                          NET
                                NET ASSET               REALIZED     INCREASE                                  NET         NET   
                                  VALUE                     &       (DECREASE)                               INCREASE     ASSET  
                                   AT         NET      UNREALIZED     FROM       DIVIDENDS  DISTRIBUTIONS   (DECREASE)   VALUE AT
PER SHARE OPERATING             BEGINNING  INVESTMENT  INVESTMENT   INVESTMENT     PAID OR     FROM NET       IN NET      END OF 
  PERFORMANCE:                  OF PERIOD    INCOME@   GAIN (LOSS)  OPERATIONS    DECLARED   GAIN REALIZED  ASSET VALUE   PERIOD 
- -------------------             ---------  ----------  -----------  ----------   ---------  --------------  -----------  --------
<S>                                <C>         <C>         <C>          <C>         <C>         <C>             <C>         <C>
NATIONAL SERIES--CLASS A
   Year ended 9/30/97........      $7.70       $0.39       $0.31       $0.70        $(0.39)         --          $0.31       $8.01
   Year ended 9/30/96........       7.58        0.40        0.12        0.52         (0.40)         --           0.12        7.70
   Year ended 9/30/95........       7.18        0.40        0.40        0.80         (0.40)         --           0.40        7.58
   Year ended 9/30/94........       8.72        0.41       (1.04)      (0.63)        (0.41)     $(0.50)         (1.54)       7.18
   Year ended 9/30/93........       8.07        0.45        0.78        1.23         (0.45)      (0.13)          0.65        8.72
   Year ended 9/30/92........       7.90        0.48        0.20        0.68         (0.48)      (0.03)          0.17        8.07
   Year ended 9/30/91........       7.44        0.49        0.54        1.03         (0.49)      (0.08)          0.46        7.90
   Year ended 9/30/90........       7.73        0.51       (0.19)       0.32         (0.51)      (0.10)         (0.29)       7.44
   Year ended 9/30/89........       7.64        0.53        0.11        0.64         (0.53)      (0.02)          0.09        7.73
   Year ended 9/30/88........       7.41        0.54        0.55        1.09         (0.54)      (0.32)          0.23        7.64
NATIONAL SERIES--CLASS D
   Year ended 9/30/97........       7.70        0.32        0.32         0.64        (0.32)         --           0.32        8.02
   Year ended 9/30/96........       7.57        0.33        0.13         0.46        (0.33)         --           0.13        7.70
   Year ended 9/30/95........       7.18        0.32        0.39         0.71        (0.32)         --           0.39        7.57
   2/1/94*- 9/30/94 .........       8.20        0.22       (1.02)       (0.80)       (0.22)         --          (1.02)       7.18
COLORADO SERIES--CLASS A
   Year ended 9/30/97........       7.27        0.37        0.15         0.52        (0.37)         --           0.15        7.42
   Year ended 9/30/96........       7.30        0.37       (0.03)        0.34        (0.37)         --          (0.03)       7.27
   Year ended 9/30/95........       7.09        0.38        0.21         0.59        (0.38)         --           0.21        7.30
   Year ended 9/30/94........       7.76        0.37       (0.59)       (0.22)       (0.37)      (0.08)         (0.67)       7.09
   Year ended 9/30/93........       7.34        0.39        0.49         0.88        (0.39)      (0.07)          0.42        7.76
   Year ended 9/30/92........       7.22        0.42        0.12         0.54        (0.42)         --           0.12        7.34
   Year ended 9/30/91........       6.91        0.44        0.31         0.75        (0.44)         --           0.31        7.22
   Year ended 9/30/90........       7.06        0.46       (0.15)        0.31        (0.46)         --          (0.15)       6.91
   Year ended 9/30/89........       6.87        0.46        0.19         0.65        (0.46)         --           0.19        7.06
   Year ended 9/30/88........       6.38        0.46        0.53         0.99        (0.46)      (0.04)          0.49        6.87
COLORADO SERIES--CLASS D 
   Year ended 9/30/97........       7.27        0.30        0.15         0.45        (0.30)         --           0.15        7.42
   Year ended 9/30/96........       7.29        0.31       (0.02)        0.29        (0.31)         --          (0.02)       7.27
   Year ended 9/30/95........       7.09        0.30        0.20         0.50        (0.30)         --           0.20        7.29
   2/1/94*- 9/30/94..........       7.72        0.20       (0.63)       (0.43)       (0.20)         --          (0.63)       7.09
GEORGIA SERIES--CLASS A
   Year ended 9/30/97........       7.87        0.38        0.28         0.66        (0.38)      (0.03)          0.25        8.12
   Year ended 9/30/96........       7.81        0.39        0.11         0.50        (0.39)      (0.05)          0.06        7.87
   Year ended 9/30/95........       7.48        0.39        0.43         0.82        (0.39)      (0.10)          0.33        7.81
   Year ended 9/30/94........       8.43        0.41       (0.86)       (0.45)       (0.41)      (0.09)         (0.95)       7.48
   Year ended 9/30/93........       7.85        0.43        0.62         1.05        (0.43)      (0.04)          0.58        8.43
   Year ended 9/30/92........       7.63        0.46        0.25         0.71        (0.46)      (0.03)          0.22        7.85
   Year ended 9/30/91........       7.18        0.47        0.46         0.93        (0.47)      (0.01)          0.45        7.63
   Year ended 9/30/90........       7.30        0.48       (0.10)        0.38        (0.48)      (0.02)         (0.12)       7.18
   Year ended 9/30/89........       7.09        0.48        0.22         0.70        (0.48)      (0.01)          0.21        7.30
   Year ended 9/30/88........       6.49        0.49        0.60         1.09        (0.49)         --           0.60        7.09
GEORGIA SERIES--CLASS D
   Year ended 9/30/97........       7.88        0.31        0.28         0.59        (0.31)      (0.03)          0.25        8.13
   Year ended 9/30/96........       7.82        0.32        0.11         0.43        (0.32)      (0.05)          0.06        7.88
   Year ended 9/30/95........       7.49        0.32        0.43         0.75        (0.32)      (0.10)          0.33        7.82
   2/1/94*- 9/30/94..........       8.33        0.22       (0.84)       (0.62)       (0.22)         --          (0.84)       7.49
LOUISIANA SERIES--CLASS A
   Year ended 9/30/97........       8.16        0.41        0.23         0.64        (0.41)      (0.11)          0.12        8.28
   Year ended 9/30/96........       8.14        0.42        0.08         0.50        (0.42)      (0.06)          0.02        8.16
   Year ended 9/30/95........       7.94        0.43        0.34         0.77        (0.43)      (0.14)          0.20        8.14
   Year ended 9/30/94........       8.79        0.44       (0.77)       (0.33)       (0.44)      (0.08)         (0.85)       7.94
   Year ended 9/30/93........       8.38        0.46        0.51         0.97        (0.46)      (0.10)          0.41        8.79
   Year ended 9/30/92........       8.18        0.49        0.24         0.73        (0.49)      (0.04)          0.20        8.38
   Year ended 9/30/91........       7.70        0.50        0.50         1.00        (0.50)      (0.02)          0.48        8.18
   Year ended 9/30/90........       7.88        0.52       (0.12)        0.40        (0.52)      (0.06)         (0.18)       7.70
   Year ended 9/30/89........       7.79        0.53        0.15         0.68        (0.53)      (0.06)          0.09        7.88
   Year ended 9/30/88........       7.36        0.55        0.49         1.04        (0.55)      (0.06)          0.43        7.79

- ----------
   @ 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 shares.
    

</TABLE>
                                       10
<PAGE>

<TABLE>
<CAPTION>
   
                                                                                                                        ADJUSTED
                                                          RATIO OF                                                      RATIO OF
                                                            NET                                  ADJUSTED   ADJUSTED       NET
                             TOTAL RETURN   RATIO OF    INVESTMENT                                  NET      RATIO OF  INVESTMENT
                               BASED ON     EXPENSES      INCOME                NET ASSETS AT   INVESTMENT  EXPENSES     INCOME
PER SHARE OPERATING           NET ASSET    TO AVERAGE   TO AVERAGE   PORTFOLIO  END OF PERIOD    INCOME    TO AVERAGE  TO AVERAGE
  PERFORMANCE:                  VALUE     NET ASSETS@   NET ASSETS@  TURNOVER  (000'S OMITTED) PER SHARE@  NET ASSETS@  NET ASSETS@
  ------------                  -----     ------------  -----------  --------   -------------  ----------  ----------   ----------
<S>                              <C>       <C>          <C>            <C>        <C>            <C>         <C>       <C> 
National Series--Class A
   Year ended 9/30/97.........    9.40%     0.84%        5.05%          20.63%     $ 97,481
   Year ended 9/30/96.........    6.97      0.80         5.19           33.99        98,767
   Year ended 9/30/95.........   11.48      0.86         5.46           24.91       104,184
   Year ended 9/30/94.........   (7.83)     0.85         5.30           24.86       111,374
   Year ended 9/30/93.........   16.00      0.86         5.49           72.68       136,394
   Year ended 9/30/92.........    8.84      0.77         6.02           63.99       132,130
   Year ended 9/30/91.........   14.24      0.80         6.35           71.67       136,326
   Year ended 9/30/90.........    4.10      0.78         6.64           55.01       133,412
   Year ended 9/30/89.........    8.62      0.78         6.86           71.90       140,376
   Year ended 9/30/88.........   16.43      0.83         7.35           40.58       135,667
National Series--Class D        
   Year ended 9/30/97.........    8.56      1.75         4.15           20.63         2,279
   Year ended 9/30/96.........    6.13      1.67         4.27           33.99         4,826
   Year ended 9/30/95.........   10.17      1.95         4.40           24.91         1,215
   2/1/94*- 9/30/94 ..........   (9.96)     1.76+        4.37+          24.86++         446
Colorado Series--Class A        
   Year ended 9/30/97.........    7.30      0.90         5.01            3.99        49,780
   Year ended 9/30/96.........    4.76      0.85         5.07           12.39        52,295
   Year ended 9/30/95.........    8.56      0.93         5.31           14.70        54,858
   Year ended 9/30/94.........   (2.92)     0.86         5.06           10.07        58,197
   Year ended 9/30/93.........   12.54      0.90         5.21           14.09        67,912
   Year ended 9/30/92.........    7.74      0.81         5.81           23.22        64,900
   Year ended 9/30/91.........   11.15      0.84         6.19           14.60        64,310
   Year ended 9/30/90.........    4.38      0.85         6.47           31.89        63,173
   Year ended 9/30/89.........    9.70      0.86         6.56              --        62,515
   Year ended 9/30/88.........   16.19      0.88         6.89           12.95        66,257
Colorado Series--Class D        
   Year ended 9/30/97.........    6.34      1.81         4.10            3.99           238
   Year ended 9/30/96.........    3.95      1.75         4.17           12.39           255
   Year ended 9/30/95.........    7.26      2.02         4.23           14.70           193
   2/1/94*- 9/30/94...........   (5.73)     1.78+        4.05+          10.07++          96
Georgia Series--Class A         
   Year ended 9/30/97.........    8.65      0.89         4.82           12.28        50,614
   Year ended 9/30/96.........    6.56      0.83         4.94           16.24        50,995
   Year ended 9/30/95.........   11.66      0.91         5.26            3.36        57,678          $0.39     0.96%          5.21%
   Year ended 9/30/94.........   (5.52)     0.73         5.21           19.34        61,466           0.40     0.93           5.01
   Year ended 9/30/93.........   13.96      0.63         5.34           12.45        64,650           0.40     0.93           5.04
   Year ended 9/30/92.........    9.64      0.47         5.95           10.24        44,585           0.43     0.87           5.55
   Year ended 9/30/91.........   13.30      0.59         6.30            6.07        28,317           0.43     1.09           5.80
   Year ended 9/30/90.........    5.19      0.53         6.53            5.83        19,002           0.44     1.03           6.03
   Year ended 9/30/89.........   10.15      0.64         6.59              --        14,452           0.44     1.19           6.04
   Year ended 9/30/88.........   17.51      0.36         7.15            6.32         9,752           0.43     1.35           6.17
Georgia Series--Class D                                               
   Year ended 9/30/97.........    7.67      1.79         3.92           12.28         2,640
   Year ended 9/30/96.........    5.60      1.73         4.03           16.24         2,327
   Year ended 9/30/95.........   10.58      1.90         4.28            3.36         2,079           0.31     1.95           4.23
   2/1/94*- 9/30/94...........   (7.57)     1.76+        4.28+          19.34++         849           0.21     1.90+          4.15+
Louisiana Series--Class A       
   Year ended 9/30/97.........    8.17      0.86         5.08           16.08        56,199
   Year ended 9/30/96.........    6.32      0.82         5.15           10.08        57,264
   Year ended 9/30/95.........   10.30      0.89         5.44            4.82        61,988
   Year ended 9/30/94.........   (3.83)     0.87         5.31           17.16        61,441
   Year ended 9/30/93.........   12.10      0.87         5.40            9.21        67,529
   Year ended 9/30/92.........    9.13      0.80         5.89           25.45        57,931
   Year ended 9/30/91.........   13.49      0.83         6.31           20.85        50,089
   Year ended 9/30/90.........    5.20      0.81         6.62           31.54        43,475
   Year ended 9/30/89.........    9.04      0.84         6.82           12.94        43,908
   Year ended 9/30/88.........   14.69      0.85         7.19           36.01        42,521
    

- ----------
   + Annualized.

  ++ For the year ended 9/30/94.
</TABLE>
                                      11

<PAGE>

<TABLE>
<CAPTION>
   

                                                          NET
                                NET ASSET               REALIZED     INCREASE                                  NET         NET   
                                  VALUE                     &       (DECREASE)                               INCREASE     ASSET  
                                   AT         NET      UNREALIZED     FROM       DIVIDENDS  DISTRIBUTIONS   (DECREASE)   VALUE AT
PER SHARE OPERATING             BEGINNING  INVESTMENT  INVESTMENT   INVESTMENT     PAID OR     FROM NET       IN NET      END OF 
  PERFORMANCE:                  OF PERIOD    INCOME@   GAIN (LOSS)  OPERATIONS    DECLARED   GAIN REALIZED  ASSET VALUE   PERIOD 
- -------------------             ---------  ----------  -----------  ----------   ---------  --------------  -----------  --------
<S>                                <C>         <C>         <C>          <C>         <C>         <C>             <C>         <C>
LOUISIANA SERIES--CLASS D
   Year ended 9/30/97........      $8.16       $0.34       $0.22        $0.56       $(0.34)     $(0.11)         $0.11       $8.27
   Year ended 9/30/96........       8.14        0.35        0.08         0.43        (0.35)      (0.06)          0.02        8.16
   Year ended 9/30/95........       7.94        0.35        0.34         0.69        (0.35)      (0.14)          0.20        8.14
   2/1/94*- 9/30/94..........       8.73        0.24       (0.79)       (0.55)       (0.24)         --          (0.79)       7.94
MARYLAND SERIES--CLASS A
   Year ended 9/30/97........       7.99        0.40        0.19         0.59        (0.40)      (0.04)          0.15        8.14
   Year ended 9/30/96........       7.96        0.40        0.06         0.46        (0.40)      (0.03)          0.03        7.99
   Year ended 9/30/95........       7.71        0.41        0.38         0.79        (0.41)      (0.13)          0.25        7.96
   Year ended 9/30/94 .......       8.64        0.42       (0.76)       (0.34)       (0.42)      (0.17)         (0.93)       7.71
   Year ended 9/30/93........       8.15        0.44        0.59         1.03        (0.44)      (0.10)          0.49        8.64
   Year ended 9/30/92........       7.94        0.46        0.24         0.70        (0.46)      (0.03)          0.21        8.15
   Year ended 9/30/91........       7.45        0.47        0.49         0.96        (0.47)         --           0.49        7.94
   Year ended 9/30/90........       7.59        0.48       (0.14)        0.34        (0.48)         --          (0.14)       7.45
   Year ended 9/30/89........       7.39        0.48        0.20         0.68        (0.48)         --           0.20        7.59
   Year ended 9/30/88........       6.87        0.47        0.56         1.03        (0.47)      (0.04)          0.52        7.39
MARYLAND SERIES--CLASS D
   Year ended 9/30/97........       7.99        0.33        0.20         0.53        (0.33)      (0.04)          0.16        8.15
   Year ended 9/30/96........       7.97        0.33        0.05         0.38        (0.33)      (0.03)          0.02        7.99
   Year ended 9/30/95........       7.72        0.33        0.38         0.71        (0.33)      (0.13)          0.25        7.97
   2/1/94*- 9/30/94 .........       8.46        0.23       (0.74)       (0.51)       (0.23)         --          (0.74)       7.72
MASSACHUSETTS SERIES--CLASS A
   Year ended 9/30/97........       7.85        0.40        0.22         0.62        (0.40)      (0.08)          0.14        7.99
   Year ended 9/30/96........       7.91        0.41        0.05         0.46        (0.41)      (0.11)         (0.06)       7.85
   Year ended 9/30/95........       7.66        0.42        0.28         0.70        (0.42)      (0.03)          0.25        7.91
   Year ended 9/30/94........       8.54        0.44       (0.67)       (0.23)       (0.44)      (0.21)         (0.88)       7.66
   Year ended 9/30/93........       8.06        0.47        0.55         1.02        (0.47)      (0.07)          0.48        8.54
   Year ended 9/30/92........       7.86        0.49        0.24         0.73        (0.49)      (0.04)          0.20        8.06
   Year ended 9/30/91........       7.26        0.50        0.62         1.12        (0.50)      (0.02)          0.60        7.86
   Year ended 9/30/90........       7.65        0.50       (0.31)        0.19        (0.50)      (0.08)         (0.39)       7.26
   Year ended 9/30/89........       7.62        0.52        0.08         0.60        (0.52)      (0.05)          0.03        7.65
   Year ended 9/30/88........       7.20        0.53        0.51         1.04        (0.53)      (0.09)          0.42        7.62
MASSACHUSETTS SERIES--CLASS D
   Year ended 9/30/97........       7.84        0.33        0.23         0.56        (0.33)      (0.08)          0.15        7.99
   Year ended 9/30/96........       7.90        0.34        0.05         0.39        (0.34)      (0.11)         (0.06)       7.84
   Year ended 9/30/95........       7.66        0.34        0.27         0.61        (0.34)      (0.03)          0.24        7.90
   2/1/94*- 9/30/94 .........       8.33        0.24       (0.67)       (0.43)       (0.24)         --          (0.67)       7.66
MICHIGAN SERIES--CLASS A
   Year ended 9/30/97........       8.46        0.43        0.23         0.66        (0.43)      (0.09)          0.14        8.60
   Year ended 9/30/96........       8.54        0.45        0.06         0.51        (0.45)      (0.14)         (0.08)       8.46
   Year ended 9/30/95........       8.28        0.46        0.30         0.76        (0.46)      (0.04)          0.26        8.54
   Year ended 9/30/94........       9.08        0.46       (0.71)       (0.25)       (0.46)      (0.09)         (0.80)       8.28
   Year ended 9/30/93........       8.68        0.47        0.59         1.06        (0.47)      (0.19)          0.40        9.08
   Year ended 9/30/92........       8.38        0.50        0.35         0.85        (0.50)      (0.05)          0.30        8.68
   Year ended 9/30/91........       7.89        0.51        0.51         1.02        (0.51)      (0.02)          0.49        8.38
   Year ended 9/30/90........       8.14        0.52       (0.16)        0.36        (0.52)      (0.09)         (0.25)       7.89
   Year ended 9/30/89........       7.94        0.54        0.23         0.77        (0.54)      (0.03)          0.20        8.14
   Year ended 9/30/88........       7.48        0.54        0.58         1.12        (0.54)      (0.12)          0.46        7.94
MICHIGAN SERIES--CLASS D
   Year ended 9/30/97........       8.45        0.36        0.23         0.59        (0.36)      (0.09)          0.14        8.59
   Year ended 9/30/96........       8.54        0.37        0.05         0.42        (0.37)      (0.14)         (0.09)       8.45
   Year ended 9/30/95........       8.28        0.37        0.30         0.67        (0.37)      (0.04)          0.26        8.54
   2/1/94*- 9/30/94..........       9.01        0.25       (0.73)       (0.48)       (0.25)         --          (0.73)       8.28
MINNESOTA SERIES--CLASS A
   Year ended 9/30/97........       7.68        0.40        0.11         0.51        (0.40)         --           0.11        7.79
   Year ended 9/30/96........       7.82        0.42       (0.12)        0.30        (0.42)      (0.02)         (0.14)       7.68
   Year ended 9/30/95........       7.72        0.45        0.11         0.56        (0.45)      (0.01)          0.10        7.82
   Year ended 9/30/94........       8.28        0.45       (0.44)        0.01        (0.45)      (0.12)         (0.56)       7.72
   Year ended 9/30/93........       7.89        0.47        0.51         0.98        (0.47)      (0.12)          0.39        8.28
   Year ended 9/30/92........       7.81        0.49        0.09         0.58        (0.49)      (0.01)          0.08        7.89
   Year ended 9/30/91........       7.49        0.49        0.32         0.81        (0.49)         --           0.32        7.81
   Year ended 9/30/90........       7.60        0.49       (0.06)        0.43        (0.49)      (0.05)         (0.11)       7.49
   Year ended 9/30/89........       7.52        0.51        0.11         0.62        (0.51)      (0.03)          0.08        7.60
   Year ended 9/30/88........       7.12        0.51        0.48         0.99        (0.51)      (0.08)          0.40        7.52
MINNESOTA SERIES--CLASS D
   Year ended 9/30/97........       7.68        0.33        0.11         0.44        (0.33)         --           0.11        7.79
   Year ended 9/30/96........       7.82        0.35       (0.12)        0.23        (0.35)      (0.02)         (0.14)       7.68
   Year ended 9/30/95........       7.73        0.38        0.10         0.48        (0.38)      (0.01)          0.09        7.82
   2/1/94*- 9/30/94 .........       8.22        0.25       (0.49)       (0.24)       (0.25)         --          (0.49)       7.73
    
- ----------
   @ 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 shares.

</TABLE>

                                       12
<PAGE>


<TABLE>
<CAPTION>
                                                                                                                        ADJUSTED
                                                          RATIO OF                                                      RATIO OF
                                                            NET                                  ADJUSTED   ADJUSTED       NET
                             TOTAL RETURN   RATIO OF    INVESTMENT                                  NET      RATIO OF   INVESTMENT
                               BASED ON     EXPENSES      INCOME                NET ASSETS AT   INVESTMENT   EXPENSES     INCOME
PER SHARE OPERATING           NET ASSET    TO AVERAGE   TO AVERAGE   PORTFOLIO  END OF PERIOD     INCOME    TO AVERAGE   TO AVERAGE
  PERFORMANCE:                  VALUE      NET ASSETS@  NET ASSETS@  TURNOVER  (000'S OMITTED)  PER SHARE@ NET ASSETS@  NET ASSETS@
- -------------------          ------------  ----------   ----------   ---------  -------------   ----------  ----------  ----------
<S>                              <C>        <C>          <C>            <C>        <C>           <C>         <C>     <C>
   
Louisiana Series--Class D                                            
   Year ended 9/30/97.........    7.07%      1.76%        4.18%        16.08%      $ 509
   Year ended 9/30/96.........    5.37       1.72         4.25         10.08         389
   Year ended 9/30/95.........    9.17       1.91         4.41          4.82         465
   2/1/94*- 9/30/94...........   (6.45)      1.78+        4.33+        17.16++       704
Maryland Series--Class A        
   Year ended 9/30/97.........    7.64       0.90         4.99         14.79      52,549
   Year ended 9/30/96.........    6.00       0.84         5.05          5.56      54,041
   Year ended 9/30/95.........   10.90       0.96         5.31          3.63      56,290
   Year ended 9/30/94 ........   (4.08)      0.92         5.17         17.68      57,263
   Year ended 9/30/93.........   13.23       0.97         5.28         14.10      64,472
   Year ended 9/30/92.........    9.15       0.86         5.76         29.57      57,208
   Year ended 9/30/91.........   13.26       0.88         6.09         18.84      54,068
   Year ended 9/30/90.........    4.47       0.87         6.26         16.50      47,283
   Year ended 9/30/89........     9.43       0.87         6.38          2.19      46,643
   Year ended 9/30/88.........   15.73       0.91         6.63         17.42      45,939
Maryland Series--Class D                                                       
   Year ended 9/30/97.........    6.80       1.81         4.08         14.79       2,063
   Year ended 9/30/96.........    4.91       1.72         4.14          5.56       2,047
   Year ended 9/30/95.........    9.75       2.02         4.27          3.63         630
   2/1/94*- 9/30/94 ..........   (6.21)      1.80+        4.26+        17.68++       424
Massachusetts Series--Class A                                                   
   Year ended 9/30/97.........    8.11       0.84         5.06         29.26     110,011
   Year ended 9/30/96.........    5.97       0.80         5.24         26.30     109,872
   Year ended 9/30/95.........    9.58       0.86         5.51         16.68     115,711
   Year ended 9/30/94.........   (2.94)      0.85         5.46         12.44     120,149
   Year ended 9/30/93.........   13.18       0.88         5.65         20.66     139,504
   Year ended 9/30/92.........    9.75       0.77         6.27         27.92     128,334
   Year ended 9/30/91.........   15.84       0.83         6.64         14.37     118,022
   Year ended 9/30/90.........    2.48       0.79         6.66         19.26     110,246
   Year ended 9/30/89.........    8.18       0.79         6.81          7.51     122,515
   Year ended 9/30/88.........   15.15       0.84         7.02         21.77     126,150
Massachusetts Series--Class D    
   Year ended 9/30/97........      7.29      1.74         4.16         29.26       1,245
   Year ended 9/30/96........      5.01      1.70         4.32         26.30       1,405
   Year ended 9/30/95........      8.33      1.95         4.47         16.68         890
   2/1/94*- 9/30/94 .........     (5.34)     1.78+        4.52+        12.44++     1,099
Michigan Series--Class A                                                        
   Year ended 9/30/97........      8.16      0.81         5.13         10.98     143,370
   Year ended 9/30/96........      6.16      0.78         5.29         19.62     148,178
   Year ended 9/30/95........      9.56      0.87         5.50         20.48     151,589
   Year ended 9/30/94........     (2.90)     0.84         5.32         10.06     151,095
   Year ended 9/30/93........     12.97      0.83         5.41          6.33     164,638
   Year ended 9/30/92........     10.55      0.76         5.93         32.12     144,524
   Year ended 9/30/91........     13.34      0.80         6.28         22.81     129,004
   Year ended 9/30/90........      4.57      0.80         6.47         26.36     112,689
   Year ended 9/30/89........      9.91      0.81         6.67          8.24     111,180
   Year ended 9/30/88........     15.98      0.88         7.06         34.00     104,904
Michigan Series--Class D                                                        
   Year ended 9/30/97........      7.19      1.71         4.23         10.98       1,845
   Year ended 9/30/96........      5.09      1.68         4.39         19.62       1,486
   Year ended 9/30/95........      8.36      2.01         4.40         20.48       1,172
   2/1/94*- 9/30/94..........     (5.47)     1.75+        4.40+        10.06++       671
Minnesota Series--Class A                                                         
   Year ended 9/30/97.......       6.85       0.85         5.21          6.88    121,674
   Year ended 9/30/96.......       3.99       0.81         5.47         26.89    126,173
   Year ended 9/30/95.......       7.61       0.87         5.89          5.57    132,716
   Year ended 9/30/94.......       0.12       0.85         5.70          3.30    134,990
   Year ended 9/30/93.......      13.06       0.90         5.89          5.73    144,600
   Year ended 9/30/92.......       7.71       0.80         6.29         12.08    151,922
   Year ended 9/30/91.......      11.10       0.80         6.28          2.61    182,979
   Year ended 9/30/90.......       5.79       0.81         6.40         12.10    160,930
   Year ended 9/30/89.......       8.34       0.83         6.61          7.55    148,425
   Year ended 9/30/88.......      14.76       0.87         6.95         35.37    132,541
Minnesota Series--Class D                                                         
   Year ended 9/30/97.......       5.89       1.75         4.31          6.88      1,799
   Year ended 9/30/96.......       3.06       1.71         4.57         26.89      2,036
   Year ended 9/30/95.......       6.45       1.85         4.92          5.57      2,237
   2/1/94*- 9/30/94 ........      (3.08)      1.74+        4.68+         3.30++    1,649
    
                                                                                 
- ----------                      
   + Annualized.

  ++ For the year ended 9/30/94.
</TABLE>

                                       13

<PAGE>

<TABLE>
<CAPTION>

                                                          NET
                                NET ASSET               REALIZED     INCREASE                                  NET         NET   
                                  VALUE                     &       (DECREASE)                               INCREASE     ASSET  
                                   AT         NET      UNREALIZED     FROM       DIVIDENDS  DISTRIBUTIONS   (DECREASE)   VALUE AT
PER SHARE OPERATING             BEGINNING  INVESTMENT  INVESTMENT   INVESTMENT     PAID OR     FROM NET       IN NET      END OF 
  PERFORMANCE:                  OF PERIOD    INCOME@   GAIN (LOSS)  OPERATIONS    DECLARED   GAIN REALIZED  ASSET VALUE   PERIOD 
- -------------------             ---------  ----------  -----------  ----------   ---------  --------------  -----------  --------
<S>                                <C>         <C>         <C>          <C>         <C>         <C>             <C>         <C>
   
MISSOURI SERIES--CLASS A
   Year ended 9/30/97........      $7.71        0.38       $0.19       $ 0.57       $(0.38)     $(0.08)         $0.11       $7.82
   Year ended 9/30/96........       7.70        0.39        0.08         0.47        (0.39)      (0.07)          0.01        7.71
   Year ended 9/30/95........       7.41        0.40        0.36         0.76        (0.40)      (0.07)          0.29        7.70
   Year ended 9/30/94........       8.31        0.40       (0.79)       (0.39)       (0.40)      (0.11)         (0.90)       7.41
   Year ended 9/30/93........       7.80        0.42        0.57         0.99        (0.42)      (0.06)          0.51        8.31
   Year ended 9/30/92........       7.72        0.44        0.15         0.59        (0.44)      (0.07)          0.08        7.80
   Year ended 9/30/91........       7.22        0.46        0.50         0.96        (0.46)         --           0.50        7.72
   YEAR ENDED 9/30/90               7.28        0.45       (0.06)        0.39        (0.45)         --          (0.06)       7.22
   Year ended 9/30/89........       7.10        0.47        0.18         0.65        (0.47)         --           0.18        7.28
   Year ended 9/30/88........       6.57        0.48        0.58         1.06        (0.48)      (0.05)          0.53        7.10
MISSOURI SERIES--CLASS D
   Year ended 9/30/97........       7.72        0.31        0.18         0.49        (0.31)      (0.08)          0.10        7.82
   Year ended 9/30/96........       7.70        0.32        0.09         0.41        (0.32)      (0.07)          0.02        7.72
   Year ended 9/30/95........       7.41        0.32        0.36         0.68        (0.32)      (0.07)          0.29        7.70
  2/1/94*- 9/30/94 .........        8.20        0.22       (0.79)       (0.57)       (0.22)         --          (0.79)       7.41
NEW YORK SERIES--CLASS A
   Year ended 9/30/97........       7.98        0.41        0.32         0.73        (0.41)      (0.02)          0.30        8.28
   Year ended 9/30/96........       7.86        0.42        0.12         0.54        (0.42)         --           0.12        7.98
   Year ended 9/30/95........       7.67        0.42        0.36         0.78        (0.42)      (0.17)          0.19        7.86
   Year ended 9/30/94........       8.75        0.43       (0.88)       (0.45)       (0.43)      (0.20)         (1.08)       7.67
   Year ended 9/30/93........       8.13        0.45        0.74         1.19        (0.45)      (0.12)          0.62        8.75
   Year ended 9/30/92........       7.94        0.49        0.26         0.75        (0.49)      (0.07)          0.19        8.13
   Year ended 9/30/91........       7.40        0.50        0.54         1.04        (0.50)         --           0.54        7.94
   Year ended 9/30/90........       7.71        0.51       (0.26)        0.25        (0.51)      (0.05)         (0.31)       7.40
   Year ended 9/30/89........       7.57        0.52        0.17         0.69        (0.52)      (0.03)          0.14        7.71
   Year ended 9/30/88........       7.28        0.52        0.48         1.00        (0.52)      (0.19)          0.29        7.57
NEW YORK SERIES--CLASS D
   Year ended 9/30/97........       7.98        0.34        0.33         0.67        (0.34)      (0.02)          0.31        8.29
   Year ended 9/30/96........       7.87        0.34        0.11         0.45        (0.34)         --           0.11        7.98
   Year ended 9/30/95........       7.67        0.34        0.37         0.71        (0.34)      (0.17)          0.20        7.87
   2/1/94*- 9/30/94 .........       8.55        0.23       (0.88)       (0.65)       (0.23)         --          (0.88)       7.67
OHIO SERIES--CLASS A
   Year ended 9/30/97........       8.09        0.42        0.17         0.59        (0.42)      (0.07)          0.10        8.19
   Year ended 9/30/96........       8.11        0.43        0.02         0.45        (0.43)      (0.04)         (0.02)       8.09
   Year ended 9/30/95........       7.90        0.44        0.28         0.72        (0.44)      (0.07)          0.21        8.11
   Year ended 9/30/94........       8.77        0.44       (0.70)       (0.26)       (0.44)      (0.17)         (0.87)       7.90
   Year ended 9/30/93........       8.28        0.46        0.56         1.02        (0.46)      (0.07)          0.49        8.77
   Year ended 9/30/92........       8.06        0.49        0.26         0.75        (0.49)      (0.04)          0.22        8.28
   Year ended 9/30/91........       7.62        0.51        0.45         0.96        (0.51)      (0.01)          0.44        8.06
   Year ended 9/30/90........       7.80        0.52       (0.08)        0.44        (0.52)      (0.10)         (0.18)       7.62
   Year ended 9/30/89........       7.71        0.54        0.11         0.65        (0.54)      (0.02)          0.09        7.80
   Year ended 9/30/88........       7.38        0.54        0.53         1.07        (0.54)      (0.20)          0.33        7.71
OHIO SERIES--CLASS D
   Year ended 9/30/97........       8.13        0.35        0.17         0.52        (0.35)      (0.07)          0.10        8.23
   Year ended 9/30/96........       8.15        0.36        0.02         0.38        (0.36)      (0.04)         (0.02)       8.13
   Year ended 9/30/95........       7.92        0.36        0.30         0.66        (0.36)      (0.07)          0.23        8.15
   2/1/94*- 9/30/94 .........       8.61        0.24       (0.69)       (0.45)       (0.24)         --          (0.69)       7.92
OREGON SERIES--CLASS A
   Year ended 9/30/97........       7.65        0.38        0.26         0.64        (0.38)      (0.04)          0.22        7.87
   Year ended 9/30/96........       7.66        0.40          --         0.40        (0.40)      (0.01)         (0.01)       7.65
   Year ended 9/30/95........       7.43        0.40        0.25         0.65        (0.40)      (0.02)          0.23        7.66
   Year ended 9/30/94........       8.08        0.40       (0.59)       (0.19)       (0.40)      (0.06)         (0.65)       7.43
   Year ended 9/30/93........       7.60        0.42        0.48         0.90        (0.42)         --           0.48        8.08
   Year ended 9/30/92........       7.42        0.42        0.18         0.60        (0.42)         --           0.18        7.60
   Year ended 9/30/91........       6.96        0.44        0.46         0.90        (0.44)         --           0.46        7.42
   Year ended 9/30/90........       7.05        0.44       (0.09)        0.35        (0.44)         --          (0.09)       6.96
   Year ended 9/30/89........       6.83        0.44        0.22         0.66        (0.44)         --           0.22        7.05
   Year ended 9/30/88........       6.21        0.45        0.62         1.07        (0.45)         --           0.62        6.83
OREGON SERIES--CLASS D
   Year ended 9/30/97........       7.64        0.31        0.27         0.58        (0.31)      (0.04)          0.23        7.87
   Year ended 9/30/96........       7.65        0.33          --         0.33        (0.33)      (0.01)         (0.01)       7.64
   Year ended 9/30/95........       7.43        0.33        0.24         0.57        (0.33)      (0.02)          0.22        7.65
   2/1/94*- 9/30/94 .........       8.02        0.22       (0.59)       (0.37)       (0.22)         --          (0.59)       7.43
SOUTH CAROLINA SERIES--CLASS A
   Year ended 9/30/97........       8.07        0.40        0.22         0.62        (0.40)      (0.13)          0.09        8.16
   Year ended 9/30/96........       7.97        0.41        0.12         0.53        (0.41)      (0.02)          0.10        8.07
   Year ended 9/30/95........       7.61        0.41        0.37         0.78        (0.41)      (0.01)          0.36        7.97
   Year ended 9/30/94........       8.52        0.41       (0.79)       (0.38)       (0.41)      (0.12)         (0.91)       7.61
   Year ended 9/30/93........       8.00        0.43        0.54         0.97        (0.43)      (0.02)          0.52        8.52
   Year ended 9/30/92........       7.71        0.45        0.31         0.76        (0.45)      (0.02)          0.29        8.00
   Year ended 9/30/91........       7.23        0.46        0.52         0.98        (0.46)      (0.04)          0.48        7.71
   Year ended 9/30/90........       7.37        0.48       (0.14)        0.34        (0.48)         --          (0.14)       7.23
   Year ended 9/30/89........       7.21        0.48        0.17         0.65        (0.48)      (0.01)          0.16        7.37
   Year ended 9/30/88........       6.67        0.50        0.54         1.04        (0.50)         --           0.54        7.21
    

- ----------
   @ 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 shares.
</TABLE>

                                       14
<PAGE>


<TABLE>
<CAPTION>
                                                                                                                         ADJUSTED
                                                          RATIO OF                                                       RATIO OF
                                                            NET                                  ADJUSTED   ADJUSTED       NET
                             TOTAL RETURN   RATIO OF    INVESTMENT                                  NET      RATIO OF   INVESTMENT
                               BASED ON     EXPENSES      INCOME                NET ASSETS AT   INVESTMENT  EXPENSES      INCOME
PER SHARE OPERATING           NET ASSET    TO AVERAGE   TO AVERAGE   PORTFOLIO  END OF PERIOD     INCOME   TO AVERAGE    TO AVERAGE
  PERFORMANCE:                  VALUE      NET ASSETS@  NET ASSETS@  TURNOVER   (000'S OMITTED) PER SHARE@ NET ASSETS@  NET ASSETS@
- -------------------          ------------  ----------   ----------   ---------  --------------  ----------  ---------- ------------
<S>                              <C>        <C>          <C>          <C>         <C>           <C>         <C>        <C>
   
Missouri Series--Class A
   Year ended 9/30/97.......      7.70%     0.89%        4.93%          6.47%      $ 52,766
   Year ended 9/30/96.......      6.27      0.86         5.03           8.04         49,941
   Year ended 9/30/95.......     10.67      0.88         5.31           3.88         51,169     $0.39        0.93%          5.26%
   Year ended 9/30/94.......     (4.85)     0.74         5.18          14.33         52,621      0.39        0.88           5.04
   Year ended 9/30/93.......     13.17      0.71         5.29          17.03         56,861      0.41        0.91           5.09
   Year ended 9/30/92.......      7.87      0.83         5.71          18.80         49,459
   Year ended 9/30/91.......     13.61      0.88         6.10          16.30         47,659
   Year ended 9/30/90             5.47      0.84         6.20          30.46         50,875
   Year ended 9/30/89.......      9.33      0.96         6.43          32.81         49,162
   Year ended 9/30/88.......     16.74      0.86         6.88          12.32         58,457
Missouri Series--Class D
   Year ended 9/30/97.......      6.60      1.80         4.02           6.47            474
   Year ended 9/30/96.......      5.46      1.76         4.13           8.04            565
   Year ended 9/30/95.......      9.49      1.98         4.23           3.88            515      0.32        2.03           4.18
   2/1/94*- 9/30/94 ........     (7.16)     1.70+        4.27+         14.33++          350      0.22        1.80+          4.17+
New York Series--Class A
   Year ended 9/30/97.......      9.45      0.82         5.09          23.83         83,528
   Year ended 9/30/96.......      6.97      0.77         5.24          25.88         82,719
   Year ended 9/30/95.......     10.93      0.88         5.52          34.05         83,980
   Year ended 9/30/94.......     (5.37)     0.87         5.31          28.19         90,914
   Year ended 9/30/93.......     15.26      0.94         5.37          27.90        104,685
   Year ended 9/30/92.......      9.80      0.79         6.09          42.90         92,681
   Year ended 9/30/91.......     14.56      0.80         6.57          44.57         83,684
   Year ended 9/30/90.......      3.19      0.79         6.65          32.14         77,766
   Year ended 9/30/89.......      9.35      0.80         6.78          47.69         75,471
   Year ended 9/30/88.......     14.74      0.86         6.96          62.42         74,238
New York Series--Class D
   Year ended 9/30/97.......      8.60      1.73         4.18          23.83          1,572
   Year ended 9/30/96.......      5.86      1.68         4.33          25.88          1,152
   Year ended 9/30/95.......      9.87      1.96         4.42          34.05            885
   2/1/94*- 9/30/94 ........     (7.73)     1.81+        4.39+         28.19++          476
Ohio Series--Class A
   Year ended 9/30/97.......      7.54      0.81         5.19          11.76        154,419
   Year ended 9/30/96.......      5.68      0.77         5.32          12.90        162,243
   Year ended 9/30/95.......      9.59      0.84         5.56           2.96        170,191
   Year ended 9/30/94.......     (3.08)     0.84         5.34           9.37        171,469
   Year ended 9/30/93.......     12.81      0.85         5.44          30.68        190,083
   Year ended 9/30/92.......      9.68      0.75         6.02           7.15        170,427
   Year ended 9/30/91.......     12.96      0.77         6.42          13.95        156,179
   Year ended 9/30/90.......      5.70      0.77         6.63          16.05        136,251
   Year ended 9/30/89.......      8.74      0.79         6.91          12.72        131,900
   Year ended 9/30/88.......     15.76      0.83         7.20          26.71        122,386
Ohio Series--Class D
   Year ended 9/30/97.......      6.57      1.71         4.29          11.76          1,160
   Year ended 9/30/96.......      4.74      1.67         4.42          12.90          1,011
   Year ended 9/30/95.......      8.67      1.93         4.48           2.96            660
   2/1/94*- 9/30/94 ........     (5.36)     1.78+        4.41+          9.37++          324
Oregon Series--Class A
   Year ended 9/30/97.......      8.60      0.90         4.88          19.46         55,239
   Year ended 9/30/96.......      5.27      0.86         5.18          28.65         57,345
   Year ended 9/30/95.......      9.05      0.86         5.40           2.47         59,549      0.40        0.91           5.35
   Year ended 9/30/94.......     (2.38)     0.78         5.20           9.43         59,884      0.39        0.89           5.09
   Year ended 9/30/93.......     12.21      0.78         5.35           8.08         62,095      0.41        0.93           5.20
   Year ended 9/30/92.......      8.35      0.68         5.63           0.21         48,797      0.42        0.83           5.48
   Year ended 9/30/91.......     13.25      0.71         6.06           7.60         39,350      0.42        0.91           5.96
   Year ended 9/30/90.......      4.99      0.72         6.17           4.09         32,221      0.42        0.93           5.96
   Year ended 9/30/89.......      9.95      0.64         6.34           0.19         30,510      0.42        0.96           6.03
   Year ended 9/30/88.......     17.89      0.54         6.86           3.94         26,609      0.42        1.01           6.39
Oregon Series--Class D
   Year ended 9/30/97.......      7.77      1.80         3.98          19.46          1,678
   Year ended 9/30/96.......      4.33      1.76         4.28          28.65          1,540
   Year ended 9/30/95.......      7.86      1.83         4.41           2.47          1,495      0.33        1.88           4.36
   2/1/94*- 9/30/94 ........     (4.76)     1.72+        4.32+          9.43++          843      0.22        1.82+          4.22+
South Carolina Series--Class A
   Year ended 9/30/97.......      7.99      0.84         5.04            --          101,018
   Year ended 9/30/96.......      6.82      0.80         5.15          20.66         108,163
   Year ended 9/30/95.......     10.69      0.88         5.38           4.13         112,421
   Year ended 9/30/94.......     (4.61)     0.83         5.12           1.81         115,133
   Year ended 9/30/93.......     12.52      0.85         5.19          17.69         120,589
   Year ended 9/30/92.......     10.08      0.81         5.71           3.37          82,882
   Year ended 9/30/91.......     13.95      0.81         6.14           9.05          63,863     0.45        0.91           6.04
   Year ended 9/30/90.......      4.48      0.73         6.47          15.26          49,234     0.47        0.84           6.35
   Year ended 9/30/89.......      9.41      0.68         6.48           0.03          46,487     0.46        0.88           6.28
   Year ended 9/30/88.......     16.18      0.33         7.03          12.36          26,385     0.45        1.00           6.36
    

- ----------
   + Annualized.

  ++ For the year ended 9/30/94.
</TABLE>

                                       15
<PAGE>
<TABLE>
<CAPTION>

                                                          NET
                                NET ASSET               REALIZED     INCREASE                                  NET         NET   
                                  VALUE                     &       (DECREASE)                               INCREASE     ASSET  
                                   AT         NET      UNREALIZED     FROM       DIVIDENDS  DISTRIBUTIONS   (DECREASE)   VALUE AT
PER SHARE OPERATING             BEGINNING  INVESTMENT  INVESTMENT   INVESTMENT     PAID OR     FROM NET       IN NET      END OF 
  PERFORMANCE:                  OF PERIOD    INCOME@  GAIN (LOSS)  OPERATIONS    DECLARED   GAIN REALIZED  ASSET VALUE   PERIOD 
- -------------------             ---------  ----------  -----------  ----------   ---------  --------------  -----------  --------
<S>                                <C>         <C>         <C>          <C>         <C>         <C>             <C>         <C>
   
SOUTH CAROLINA SERIES--CLASS D
   Year ended 9/30/97........      $8.06       $0.33       $0.23        $0.56       $(0.33)     $(0.13)         $0.10       $8.16
   Year ended 9/30/96........       7.97        0.34        0.11         0.45        (0.34)      (0.02)          0.09        8.06
   Year ended 9/30/95........       7.61        0.34        0.37         0.71        (0.34)      (0.01)          0.36        7.97
   2/1/94*- 9/30/94 .........       8.42        0.22       (0.81)       (0.59)       (0.22)         --          (0.81)       7.61
CALIFORNIA HIGH-YIELD SERIES--CLASS A
   Year ended 9/30/97........       6.50        0.34        0.20         0.54        (0.34)      (0.09)           0.11       6.61
   YEAR ENDED 9/30/96........       6.47        0.36        0.05         0.41        (0.36)      (0.02)           0.03       6.50
   Year ended 9/30/95........       6.30        0.37        0.17         0.54        (0.37)         --            0.17       6.47
   Year ended 9/30/94........       6.73        0.37       (0.34)        0.03        (0.37)      (0.09)          (0.43)      6.30
   Year ended 9/30/93........       6.65        0.39        0.28         0.67        (0.39)      (0.20)           0.08       6.73
   Year ended 9/30/92........       6.50        0.41        0.16         0.57        (0.41)      (0.01)           0.15       6.65
   Year ended 9/30/91........       6.18        0.42        0.33         0.75        (0.42)      (0.01)           0.32       6.50
   Year ended 9/30/90........       6.36        0.42       (0.07)        0.35        (0.42)      (0.11)          (0.18)      6.18
   Year ended 9/30/89........       6.27        0.44        0.15         0.59        (0.44)      (0.06)           0.09       6.36
   Year ended 9/30/88........       5.94        0.44        0.39         0.83        (0.44)      (0.06)           0.33       6.27
CALIFORNIA HIGH-YIELD SERIES--CLASS D
   Year ended 9/30/97.........      6.51        0.28        0.19         0.47        (0.28)      (0.09)           0.10       6.61
   Year ended 9/30/96.........      6.48        0.30        0.05         0.35        (0.30)      (0.02)           0.03       6.51
   Year ended 9/30/95.........      6.31        0.31        0.17         0.48        (0.31)         --            0.17       6.48
   2/1/94*- 9/30/94...........      6.67        0.21       (0.36)       (0.15)       (0.21)         --           (0.36)      6.31
CALIFORNIA QUALITY SERIES--CLASS A
   Year ended 9/30/97.........      6.75        0.34        0.24         0.58        (0.34)         --            0.24       6.99
   Year ended 9/30/96.........      6.65        0.35        0.11         0.46        (0.35)      (0.01)           0.10       6.75
   Year ended 9/30/95.........      6.39        0.34        0.32         0.66        (0.34)      (0.06)           0.26       6.65
   Year ended 9/30/94.........      7.28        0.35       (0.73)       (0.38)       (0.35)      (0.16)          (0.89)      6.39
   Year ended 9/30/93.........      6.85        0.37        0.54         0.91        (0.37)      (0.11)           0.43       7.28
   Year ended 9/30/92.........      6.65        0.40        0.22         0.62        (0.40)      (0.02)           0.20       6.85
   Year ended 9/30/91.........      6.22        0.40        0.46         0.86        (0.40)      (0.03)           0.43       6.65
   Year ended 9/30/90.........      6.47        0.40       (0.13)        0.27        (0.40)      (0.12)          (0.25)      6.22
   Year ended 9/30/89.........      6.29        0.42        0.19         0.61        (0.42)      (0.01)           0.18       6.47
   Year ended 9/30/88.........      6.01        0.42        0.39         0.81        (0.42)      (0.11)           0.28       6.29
CALIFORNIA QUALITY SERIES--CLASS D
   Year ended 9/30/97.........      6.74        0.28        0.23         0.51        (0.28)         --            0.23       6.97
   Year ended 9/30/96.........      6.63        0.28        0.12         0.40        (0.28)      (0.01)           0.11       6.74
   Year ended 9/30/95.........      6.38        0.28        0.31         0.59        (0.28)      (0.06)           0.25       6.63
   2/1/94*- 9/30/94 ..........      7.13        0.19       (0.75)       (0.56)       (0.19)         --           (0.75)      6.38
FLORIDA SERIES--CLASS A
   Year ended 9/30/97.........      7.67        0.36        0.23         0.59        (0.36)      (0.10)           0.13       7.80
   Year ended 9/30/96.........      7.71        0.38        0.04         0.42        (0.38)      (0.08)          (0.04)      7.67
   Year ended 9/30/95.........      7.34        0.40        0.37         0.77        (0.40)         --            0.37       7.71
   Year ended 9/30/94.........      8.20        0.42       (0.74)       (0.32)       (0.42)      (0.12)          (0.86)      7.34
   Year ended 9/30/93.........      7.56        0.46        0.65         1.11        (0.46)      (0.01)           0.64       8.20
   Year ended 9/30/92.........      7.37        0.47        0.19         0.66        (0.47)         --            0.19       7.56
   Year ended 9/30/91.........      6.90        0.43        0.47         0.90        (0.43)         --            0.47       7.37
   Year ended 9/30/90.........      6.99        0.45       (0.09)        0.36        (0.45)         --           (0.09)      6.90
   Year ended 9/30/89.........      6.71        0.46        0.28         0.74        (0.46)         --            0.28       6.99
   Year ended 9/30/88.........      6.02        0.47        0.69         1.16        (0.47)         --            0.69       6.71
FLORIDA SERIES--CLASS D
   Year ended 9/30/97.........      7.68        0.30        0.23         0.53        (0.30)      (0.10)           0.13       7.81
   Year ended 9/30/96.........      7.72        0.32        0.04         0.36        (0.32)      (0.08)          (0.04)      7.68
   Year ended 9/30/95.........      7.34        0.34        0.38         0.72        (0.34)         --            0.38       7.72
   2/1/94*- 9/30/94 ..........      8.10        0.24       (0.76)       (0.52)       (0.24)         --           (0.76)      7.34
NORTH CAROLINA SERIES--CLASS A
   Year ended 9/30/97........       7.84        0.37        0.24         0.61        (0.37)      (0.03)           0.21       8.05
   Year ended 9/30/96........       7.74        0.37        0.11         0.48        (0.37)      (0.01)           0.10       7.84
   Year ended 9/30/95........       7.30        0.39        0.45         0.84        (0.39)      (0.01)           0.44       7.74
   Year ended 9/30/94........       8.22        0.41       (0.87)       (0.46)       (0.41)      (0.05)          (0.92)      7.30
   Year ended 9/30/93........       7.61        0.43        0.63         1.06        (0.43)      (0.02)           0.61       8.22
   Year ended 9/30/92........       7.39        0.44        0.22         0.66        (0.44)         --            0.22       7.61
   Year ended 9/30/91........       7.04        0.45        0.35         0.80        (0.45)         --            0.35       7.39
   8/27/90*- 9/30/90.........       7.14        0.03       (0.10)       (0.07)       (0.03)         --           (0.10)      7.04
NORTH CAROLINA SERIES--CLASS D
   Year ended 9/30/97........       7.83        0.31        0.25         0.56        (0.31)      (0.03)           0.22       8.05
   Year ended 9/30/96........       7.74        0.31        0.10         0.41        (0.31)      (0.01)           0.09       7.83
   Year ended 9/30/95........       7.29        0.33        0.46         0.79        (0.33)      (0.01)           0.45       7.74
   2/1/94*- 9/30/94 .........       8.17        0.23       (0.88)       (0.65)       (0.23)         --           (0.88)      7.29
    

- ----------
   @ 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 shares.
</TABLE>

                                       16
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                         ADJUSTED
                                                         RATIO OF                                                        RATIO OF
                                                           NET                                  ADJUSTED    ADJUSTED        NET
                             TOTAL RETURN   RATIO OF    INVESTMENT                                  NET     RATIO OF    INVESTMENT
                               BASED ON     EXPENSES      INCOME                NET ASSETS AT   INVESTMENT  EXPENSES      INCOME
PER SHARE OPERATING           NET ASSET    TO AVERAGE   TO AVERAGE   PORTFOLIO  END OF PERIOD     INCOME   TO AVERAGE    TO AVERAGE
  PERFORMANCE:                  VALUE      NET ASSETS@  NET ASSETS@  TURNOVER  (000'S OMITTED) PER SHARE@  NET ASSETS@ NET ASSETS@
- -------------------          ------------  ----------   ----------   ---------  -------------  ----------  ----------  ------------
<S>                              <C>        <C>          <C>          <C>        <C>             <C>         <C>        <C>
   
South Carolina Series--Class D
   Year ended 9/30/97.......      7.15%     1.75%        4.13%           --          $ 3,663
   Year ended 9/30/96.......      5.73      1.70         4.25          20.66%          2,714
   Year ended 9/30/95.......      9.63      1.85         4.40           4.13           1,704
   2/1/94*- 9/30/94 ........     (7.14)     1.74+        4.29+          1.81++         1,478
California High-Yield Series--Class A
   Year ended 9/30/97.......      8.74      0.87         5.26          22.42          52,883
   Year ended 9/30/96.......      6.49      0.84         5.49          34.75          50,264
   Year ended 9/30/95.......      8.85      0.90         5.84          17.64          51,504
   Year ended 9/30/94.......      0.41      0.85         5.74           8.36          48,007
   Year ended 9/30/93.......     10.66      0.88         5.94           7.70          51,218
   Year ended 9/30/92.......      9.00      0.82         6.20          45.50          49,448
   Year ended 9/30/91.......     12.53      0.83         6.67           5.13          49,172
   Year ended 9/30/90.......      5.57      0.89         6.68          17.66          49,312
   Year ended 9/30/89.......      9.61      0.89         6.85          14.70          51,079
   Year ended 9/30/88.......     14.72      0.91         7.17          20.79          53,037
California High-Yield Series--Class D
   Year ended 9/30/97.......      7.60      1.77         4.36          22.42           3,320
   Year ended 9/30/96.......      5.53      1.74         4.59          34.75           1,919
   Year ended 9/30/95.......      7.78      1.91         4.84          17.64           1,277
   2/1/94*- 9/30/94.........     (2.47)     1.74+        4.73+          8.36++           650
California Quality Series--Class A
   Year ended 9/30/97.......      8.87      0.82         4.99          12.16          86,992
   Year ended 9/30/96.......      7.00      0.79         5.11          12.84          95,560
   Year ended 9/30/95.......     10.85      0.89         5.34          11.24          94,947
   Year ended 9/30/94.......     (5.46)     0.81         5.20          22.16          99,020
   Year ended 9/30/93.......     13.92      0.82         5.30          15.67         111,732
   Year ended 9/30/92.......      9.56      0.78         5.86          34.25          93,557
   Year ended 9/30/91.......     14.35      0.78         6.19          20.11          77,884
   Year ended 9/30/90.......      4.22      0.83         6.31          28.61          61,854
   Year ended 9/30/89.......      9.86      0.85         6.53          57.85          59,258
   Year ended 9/30/88.......     14.37      0.86         6.74          46.47          58,608
California Quality Series--Class D
   Year ended 9/30/97.......      7.75      1.72         4.09          12.16           1,677
   Year ended 9/30/96.......      6.20      1.69         4.21          12.84           1,645
   Year ended 9/30/95.......      9.61      1.88         4.36          11.24             863
   2/1/94*- 9/30/94 ........     (8.01)     1.77+        4.39+         22.16++           812
Florida Series--Class A
   Year ended 9/30/97.......      8.01      1.04         4.70          33.68           42,024
   Year ended 9/30/96.......      5.54      0.97         4.90          18.53           45,200   $0.38        0.97%     4.90%
   Year ended 9/30/95.......     10.87      0.72         5.38          11.82           49,030    0.37        1.03      5.07
   Year ended 9/30/94.......     (3.99)     0.42         5.49           6.17           49,897    0.38        1.00      4.91
   Year ended 9/30/93.......     15.21      0.23         5.82          16.42           52,855    0.40        1.03      5.01
   Year ended 9/30/92.......      9.24      0.17         6.32          12.62           37,957    0.41        1.02      5.47
   Year ended 9/30/91.......     13.41      0.90         6.00             --           28,173    0.42        1.15      5.75
   Year ended 9/30/90.......      5.23      0.65         6.44          13.08           24,025    0.44        0.90      6.20
   Year ended 9/30/89.......     11.28      0.69         6.61           2.41           23,062    0.44        0.94      6.36
   Year ended 9/30/88.......     19.82      0.67         7.18           1.07           20,457    0.45        0.91      6.93
Florida Series--Class D
   Year ended 9/30/97.......      7.18      1.81         3.93          33.68            1,678
   Year ended 9/30/96.......      4.74      1.73         4.14          18.53            1,277    0.32        1.73       4.14
   Year ended 9/30/95.......     10.07      1.66         4.53          11.82              603    0.31        1.97       4.22
   2/1/94*- 9/30/94 ........     (6.64)     1.29+        4.61+          6.17++            244    0.21        1.84+      4.06+
North Carolina Series--Class A
   Year ended 9/30/97.......      8.01      1.09         4.66          13.04           32,684
   Year ended 9/30/96.......      6.39      1.05         4.75          15.12           35,934    0.37        1.06       4.74
   Year ended 9/30/95.......     11.92      0.82         5.21           4.38           37,446    0.36        1.18       4.85
   Year ended 9/30/94.......     (5.80)     0.44         5.29          15.61           38,920    0.35        1.13       4.60
   Year ended 9/30/93.......     14.46      0.23         5.44           3.13           38,828    0.35        1.22       4.45
   Year ended 9/30/92.......      9.23      0.14         5.83          12.51           21,836    0.34        1.40       4.57
   Year ended 9/30/91.......     11.97      0.07         6.10            --             9,255    0.22        3.22       2.96
   8/27/90*- 9/30/90........     (1.40)     0.94+        4.48+           --             1,377    0.01        4.48+      1.04+
North Carolina Series--Class D
   Year ended 9/30/97.......      7.33      1.85         3.90          13.04            1,217
   Year ended 9/30/96.......      5.45      1.81         3.99          15.12            1,232    0.31        1.82       3.98
   Year ended 9/30/95.......     11.19      1.64         4.42           4.38            1,257    0.31        2.00       4.06
   2/1/94*- 9/30/94 ........     (8.15)     1.27+        4.49+         15.61++          1,282    0.20        1.95+      3.82
    

- ----------
   + Annualized.

  ++ For the year ended 9/30/94.
</TABLE>

                                       17

<PAGE>

<TABLE>
<CAPTION>

                                                          NET
                                NET ASSET               REALIZED     INCREASE                                  NET         NET   
                                  VALUE                     &       (DECREASE)                               INCREASE     ASSET  
                                   AT         NET      UNREALIZED     FROM       DIVIDENDS  DISTRIBUTIONS   (DECREASE)   VALUE AT
PER SHARE OPERATING             BEGINNING  INVESTMENT  INVESTMENT   INVESTMENT     PAID OR     FROM NET       IN NET      END OF 
  PERFORMANCE:                  OF PERIOD    INCOME@   GAIN (LOSS)  OPERATIONS    DECLARED   GAIN REALIZED  ASSET VALUE   PERIOD 
- -------------------             ---------  ----------  -----------  ----------   ---------  --------------  -----------  --------
<S>                                <C>         <C>         <C>          <C>         <C>         <C>             <C>         <C>
   
NEW JERSEY--CLASS A
   Year ended 9/30/97........      $7.60       $0.36       $0.21        $0.57       $(0.36)     $(0.25)         $(0.04)     $7.56
   Year ended 9/30/96........       7.59        0.39        0.01         0.40        (0.39)         --            0.01       7.60
   Year ended 9/30/95........       7.40        0.39        0.29         0.68        (0.39)      (0.10)           0.19       7.59
   Year ended 9/30/94........       8.24        0.41       (0.74)       (0.33)       (0.41)      (0.10)          (0.84)      7.40
   Year ended 9/30/93........       7.74        0.42        0.61         1.03        (0.42)      (0.11)           0.50       8.24
YEAR ENDED 9/30/92                  7.49        0.44        0.27         0.71        (0.44)      (0.02)           0.25       7.74
   Year ended 9/30/91........       7.01        0.44        0.51         0.95        (0.44)      (0.03)           0.48       7.49
   Year ended 9/30/90........       7.17        0.45       (0.10)        0.35        (0.45)      (0.06)          (0.16)      7.01
   Year ended 9/30/89........       6.98        0.48        0.19         0.67        (0.48)         --            0.19       7.17
   2/16/88*- 9/30/88.........       7.14        0.30       (0.16)        0.14        (0.30)         --           (0.16)      6.98
NEW JERSEY--CLASS D
   Year ended 9/30/97........       7.68        0.31        0.21         0.52        (0.31)      (0.25)          (0.04)      7.64
   Year ended 9/30/96........       7.67        0.33        0.01         0.34        (0.33)         --            0.01       7.68
   Year ended 9/30/95........       7.48        0.33        0.29         0.62        (0.33)      (0.10)           0.19       7.67
   2/1/94*- 9/30/94..........       8.14        0.23       (0.66)       (0.43)       (0.23)         --           (0.66)      7.48
PENNSYLVANIA--CLASS A
   Year ended 9/30/97........       7.82        0.36        0.24         0.60        (0.36)      (0.10)           0.14       7.96
   Year ended 9/30/96........       7.79        0.38        0.12         0.50        (0.38)      (0.09)           0.03       7.82
   Year ended 9/30/95........       7.55        0.38        0.37         0.75        (0.38)      (0.13)           0.24       7.79
   Year ended 9/30/94........       8.61        0.39       (0.80)       (0.41)       (0.39)      (0.26)          (1.06)      7.55
   Year ended 9/30/93........       8.02        0.42        0.71         1.13        (0.42)      (0.12)           0.59       8.61
   Year ended 9/30/92........       7.74        0.46        0.30         0.76        (0.46)      (0.02)           0.28       8.02
   Year ended 9/30/91........       7.34        0.47        0.49         0.96        (0.47)      (0.09)           0.40       7.74
   Year ended 9/30/90........       7.50        0.47       (0.16)        0.31        (0.47)         --           (0.16)      7.34
   Year ended 9/30/89........       7.31        0.49        0.19         0.68        (0.49)         --            0.19       7.50
   Year ended 9/30/88........       6.76        0.50        0.56         1.06        (0.50)      (0.01)           0.55       7.31
PENNSYLVANIA--CLASS D
   Year ended 9/30/97........       7.81        0.30        0.24         0.54        (0.30)      (0.10)           0.14       7.95
   Year ended 9/30/96........       7.78        0.32        0.12         0.44        (0.32)      (0.09)           0.03       7.81
   Year ended 9/30/95........       7.54        0.31        0.37         0.68        (0.31)      (0.13)           0.24       7.78
   2/1/94*- 9/30/94..........       8.37        0.22       (0.83)       (0.61)       (0.22)         --           (0.83)      7.54
    

- ----------
   @ 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 shares.
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                         ADJUSTED
                                                         RATIO OF                                                        RATIO OF
                                                           NET                                  ADJUSTED    ADJUSTED        NET
                             TOTAL RETURN   RATIO OF    INVESTMENT                                  NET     RATIO OF    INVESTMENT
                               BASED ON     EXPENSES      INCOME                NET ASSETS AT   INVESTMENT  EXPENSES      INCOME
PER SHARE OPERATING           NET ASSET    TO AVERAGE   TO AVERAGE   PORTFOLIO  END OF PERIOD     INCOME   TO AVERAGE    TO AVERAGE
  PERFORMANCE:                  VALUE      NET ASSETS@  NET ASSETS@  TURNOVER  (000'S OMITTED) PER SHARE@  NET ASSETS@ NET ASSETS@
- -------------------          ------------  ----------   ----------   ---------  -------------  ----------  ----------  ------------
<S>                              <C>        <C>          <C>          <C>        <C>             <C>         <C>        <C>
   
New Jersey--Class A
   Year ended 9/30/97.......      7.96%     1.06%        4.90%         20.22%      $62,597
   Year ended 9/30/96.......      5.37      1.02         5.06          25.65        66,293
   Year ended 9/30/95.......      9.77      1.01         5.29           4.66        73,561        $0.39        1.06%     5.24%
   Year ended 9/30/94.......     (4.25)     0.90         5.24          12.13        73,942         0.40        1.07      5.07
   Year ended 9/30/93.......     14.02      0.86         5.37          15.90        82,447         0.40        1.11      5.12
   Year ended 9/30/92             9.70      0.85         5.74          27.13        74,256         0.42        1.10      5.49
   Year ended 9/30/91.......     13.97      0.81         6.02          14.64        65,044         0.42        1.11      5.72
   Year ended 9/30/90.......      5.04      0.81         6.32          37.26        54,287         0.43        1.12      6.01
   Year ended 9/30/89.......      9.91      0.57         6.70          16.10        51,015         0.44        1.17      6.10
   2/16/88*- 9/30/88........      1.96      0.40+        6.92+          8.20        35,563         0.26        1.36+     5.96+
New Jersey--Class D
   Year ended 9/30/97.......      7.10      1.83         4.13          20.22         1,282
   Year ended 9/30/96.......      4.56      1.79         4.29          25.65         1,152
   Year ended 9/30/95.......      8.79      1.89         4.45           4.66         1,190         0.33        1.94      4.40
   2/1/94*- 9/30/94.........     (5.47)     1.75+        4.37+         12.13++         986         0.22        1.87+     4.25+
Pennsylvania--Class A
   Year ended 9/30/97.......      7.89      1.19         4.60          32.99        30,092
   Year ended 9/30/96.......      6.57      1.11         4.82           4.56        31,139
   Year ended 9/30/95.......     10.55      1.21         5.05          11.78        33,251
   Year ended 9/30/94.......     (5.00)     1.16         4.91           7.71        34,943
   Year ended 9/30/93.......     14.71      1.19         5.14          40.74        41,296
   Year ended 9/30/92.......     10.04      1.01         5.79          32.87        39,431         0.45        1.16      5.64
   Year ended 9/30/91.......     13.40      0.98         6.16          25.24        37,853         0.45        1.23      5.91
   Year ended 9/30/90.......      4.13      0.06         6.24          40.64        35,572         0.45        1.31      5.99
   Year ended 9/30/89.......      9.53      0.92         6.56           9.05        41,856         0.47        1.17      6.30
   Year ended 9/30/88.......     16.20      0.83         6.96           4.14        30,796         0.48        1.08      6.71
Pennsylvania--Class D
   Year ended 9/30/97.......      7.07      1.96         3.83          32.99           816
   Year ended 9/30/96.......      5.76      1.88         4.05           4.56           876
   Year ended 9/30/95.......      9.53      2.23         4.10          11.78           426
   2/1/94*- 9/30/94.........     (7.50)     2.00+        4.20+          7.71++          43
    

- ----------
   + Annualized.

  ++ For the year ended 9/30/94.
</TABLE>
                                       19

<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 expect to maintain their  investment for an extended period of
time might choose to 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 higher
distribution  fees on Class D shares  will be offset to the extent any return is
realized on the additional funds initially invested therein that would have been
equal to the amount of the initial sales load on Class A shares.

   
    Investors who qualify for reduced  initial sales loads,  as described  under
"Purchase of Shares" below, might also choose to purchase Class A shares because
the sales load deducted at the time of purchase would be less or waived in full.
However,  investors  should consider the effect of the 1% CDSL imposed on shares
on which the initial sales load was waived in full because the amount of Class A
shares purchased reached $1,000,000 or more.
    

    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.

    Investors  should  understand  that the purpose and  function of the initial
sales load (and deferred sales load,  when  applicable)  with respect to Class A
shares is the same as those of the deferred  sales load and higher  distribution
fees with  respect  to Class D shares in that the sales  loads and  distribution
fees applicable to a Class provide for the financing of the  distribution of the
shares of the Series.

    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 of each Series.  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.

                                       20
<PAGE>

    DIFFERENCES  BETWEEN CLASSES.  The primary  differences  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.

                                   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.
                                                           CDSL of 1% on 
                                                           redemptions within
                                                           18 months of
                                                           purchase on
                                                           shares on which
                                                           initial sales load
                                                           was waived in full
                                                           due to the size of
                                                           the purchase.

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

MUNICIPAL SECURITIES

    As used in this  Prospectus,  "municipal  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 interest may,  however,  be subject
to the federal  alternative minimum tax. Such securities are traded primarily in
the over-the-counter market.

    Municipal  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.  Municipal 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 municipal 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 regular 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  municipal  securities  (including
certain  industrial  development  bonds) that are  private  activity  bonds,  as
defined in the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  is
treated as a preference item for purposes of the  alternative  minimum tax. Each
Series may invest any portion of its assets in municipal securities the interest
on which is subject to the alternative minimum tax. Under normal  circumstances,
each Series will invest at least 80% of its net assets in  municipal  securities
the interest on which is exempt from regular  federal  income tax (although such
interest  may be subject to the federal  alternative  minimum  tax) and state or
local income tax.

    Municipal 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.

                                       21

<PAGE>

Municipal   commercial  paper  are  short-term  obligations  generally  having a
maturity of less than nine months.

    It should be noted that municipal  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 municipal 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 municipal 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
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 municipal  securities in which each
Series may  invest and  special  factors  relating  to them is set forth in each
Series' Statement of Additional Information.

SELIGMAN MUNICIPAL FUND SERIES, INC.

    The Municipal  Fund is a  non-diversified,  open-end  management  investment
company, as defined in the 1940 Act, incorporated in Maryland on August 8, 1983.
The  Municipal  Fund consists of a National  Series and twelve state Series,  as
described  below.  The  Municipal  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 regular 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 regular  federal income
taxes. Such interest, however, may be subject to the federal alternative minimum
tax. There can be no assurance that the National Series will be able to meet its
investment objective.

    MUNICIPAL FUND STATE SERIES each seek to maximize income exempt from regular
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  Municipal  Fund 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 regular  federal income taxes and from the personal  income taxes of
the  designated  state.  Such interest,  however,  may be subject to the federal
alternative  minimum tax.  Each  Municipal  Fund State Series may also invest in
municipal  securities of issuers outside its designated state if such securities
bear  interest  that is exempt from  regular  federal  income taxes and personal
income taxes of the state. If, in abnormal market conditions, in the judgment of
the Manager,  municipal securities satisfying the investment objective of any of
the  Municipal  Fund  State  Series  are not  available  or for other  defensive
purposes,  such Municipal Fund State Series may temporarily  invest up to 20% of
the value of its net assets in instruments  the interest on which is exempt from
regular  federal  income  taxes,  but not  State  personal  income  taxes.  Such
securities  would include those set forth under  "Municipal  Securities"  above,
that would otherwise meet the Series' objective.  There can be no assurance that
a Municipal Fund State Series will be able to meet its investment objective.

                                       22
<PAGE>

    Each  Municipal  Fund State Series and the  National  Series are expected to
invest principally, without percentage limitations, in municipal securities that
are rated  investment  grade on the date of  investment.  Each  Series  also may
invest in unrated  municipal  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  Municipal  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  municipal  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."  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.
    

SELIGMAN MUNICIPAL SERIES TRUST

    The Municipal  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 Municipal  Trust consists of Seligman North
Carolina   Municipal  Series,   Seligman  Florida  Municipal  Series,   Seligman
California Municipal Quality Series and Seligman California Municipal High-Yield
Series.

    SELIGMAN NORTH CAROLINA  MUNICIPAL SERIES (the "North Carolina  Series") and
SELIGMAN FLORIDA  MUNICIPAL SERIES (the "Florida  Series") each seek high income
exempt from regular 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 municipal  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  municipal  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 municipal securities,  as applicable,  the interest on which
is exempt from regular federal taxes and, if applicable, North Carolina personal
taxes. Such interest, however, may be subject to the federal alternative minimum
tax. In abnormal  market  conditions  if, in the judgment of the Manager,  North
Carolina or Florida municipal  securities  satisfying such Series' objective may
not be  purchased,  the  Municipal  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 bet-

                                       23

<PAGE>

ter,  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 Municipal Fund Series, Inc." Investments in certificates
of deposit of foreign  banks and  foreign  branches  of U.S.  banks may  involve
certain risks, as described above.

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

    SELIGMAN  CALIFORNIA  MUNICIPAL  QUALITY  SERIES  (the  "California  Quality
Series") seeks high income exempt from regular 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  municipal
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
municipal  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 California  Quality
Series  ordinarily will have  maturities in excess of one year.  There can be no
assurance that the California Quality Series will be able to meet its investment
objective.

    SELIGMAN CALIFORNIA MUNICIPAL HIGH-YIELD SERIES (the "California  High-Yield
Series") seeks the maximum  income exempt from regular  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
municipal  securities that on the date of investment are rated within the medium
to lower rating categories of 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
municipal  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 the California  High-Yield  Series invests generally
involve  greater  volatility  of price and risk of loss of principal  and income
than securities in higher rating categories. Shares of the California High-Yield
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, 1997 the weighted average ratings
of the California  municipal  long-term  securities held by the California High-
Yield Series were as follows:

                                                            PERCENTAGE OF TOTAL
                      S&P/MOODY'S RATINGS                       INVESTMENTS
                    -----------------------                --------------------
AAA/Aaa .......................................................     2%
AA/Aa .........................................................     9%
A/A ...........................................................    50%
BBB/Baa .......................................................    17%
BB/Ba .........................................................     --
B/B ...........................................................     --
CCC/Caa .......................................................     --
Unrated .......................................................    22%
    

    California municipal 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  municipal  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  municipal
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 municipal 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

                                       24

<PAGE>

to make bids for the  securities  of certain  issuers that the seller  considers
reasonable.   Furthermore,  because  the  net  asset  value  of  the  California
High-Yield  Series' shares  reflects the degree of willingness of dealers to bid
for California  municipal  securities,  the price of the  California  High-Yield
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
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  California  High-Yield
Series inherent in the investment in lower-rated California municipal 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 municipal
securities rated in the fourth rating category or higher.

    Each of the California  Quality Series and the 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  regular  federal and  California  personal  income  taxes.  Such
interest,  however,  may be subject to the federal  alternative  minimum tax. In
abnormal  market  conditions  if,  in the  judgment  of the  Manager,  municipal
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 regular 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  Municipal  Fund Series,  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  municipal  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 Municipal 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  municipal  securities  with stand-by
commitments  generally  would be higher than the price which  otherwise would be
paid for the municipal 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

                                       25

<PAGE>

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.

SELIGMAN NEW JERSEY MUNICIPAL 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  regular  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 New Jersey municipal  securities that are rated investment grade on
the date of  investment.  The New  Jersey  Fund also may  invest  in New  Jersey
municipal  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 New Jersey Fund will be able to
meet its investment objective.

    The New  Jersey  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 regular  federal income tax and
New Jersey  personal income tax. Such interest may,  however,  be subject to the
federal  alternative  minimum  tax. In  abnormal  market  conditions  if, in the
judgment of the Manager,  municipal securities  satisfying the New Jersey Fund's
objective may not be purchased or for other temporary  defensive  purposes,  the
New Jersey Fund may make  investments  in  securities  the  interest on which is
exempt only from regular 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  New  Jersey  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 as defined under "Seligman Municipal Fund Series, Inc." Investments
in certificates  of deposit of foreign banks and foreign  branches of U.S. banks
may involve certain risks, as described above.

    The New Jersey Fund is  permitted to  purchase  project  notes  and  standby
commitments;  however, the New Jersey Fund has no present intention of investing
in such securities.

SELIGMAN PENNSYLVANIA MUNICIPAL 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 income exempt from regular federal income
tax and  Pennsylvania  income taxes  consistent with  preservation of capital by
investing in Pennsylvania  municipal  securities that are rated investment grade
on the date of  investment.  The  Pennsylvania  Fund also may  invest in unrated
Pennsylvania municipal 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.

                                       26

<PAGE>

    The  Pennsylvania  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 regular federal and Pennsylvania
income taxes. Such interest,  however, may be subject to the federal alternative
minimum tax. In abnormal  market  conditions if, in the judgment of the Manager,
municipal  securities  satisfying the Pennsylvania  Fund's objectives can not be
purchased,  the Pennsylvania  Fund may make temporary  investments in securities
the interest on which is exempt only from regular  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  Pennsylvania  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   Municipal  Fund  Series,   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  Pennsylvania   Fund,  capital
appreciation  will not be a  factor.  However,  the  Pennsylvania  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  Pennsylvania  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  Pennsylvania  Fund  is  authorized  to  purchase  standby  commitments;
however,  the  Pennsylvania  Fund has no present  intention of investing in such
securities.

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 Code, 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;

                                       27

<PAGE>

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 municipal  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 its net assets in
illiquid  securities  including  restricted  securities,  (i.e.,  securities not
readily  marketable  without  registration under the Securities Act of 1933 (the
"1933 Act")) and other securities that are not readily  marketable.  Each Series
may purchase  restricted  securities  that can be offered and sold to "qualified
institutional  buyers" under Rule 144A of the 1933 Act, and the Manager,  acting
pursuant to  procedures  approved by the Funds' Boards of Directors or Trustees,
may determine,  when appropriate,  that specific Rule 144A securities are liquid
and not  subject to the 15%  limitation  on  illiquid  securities.  Should  this
determination  be made, the Manager,  acting pursuant to such  procedures,  will
carefully  monitor the security  (focusing on such factors,  amount  others,  as
trading  activity and  availability  of  information) to determine that the Rule
144A  security  continues  to be liquid.  It is not  possible  to  predict  with
assurance  exactly how the market for Rule 144A  securities will further evolve.
This  investment  practice  could  have the  effect of  increasing  the level of
illiquidity  in a Series,  if and to the  extent  that  qualified  institutional
buyers become for a time uninterested in purchasing Rule 144A securities.

    WHEN LSSUED SECURITIES.  Each Series may purchase municipal  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 municipal  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,

                                       28

<PAGE>

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  municipal
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
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 fourteen
other investment companies which, together with the Funds, make up the "Seligman
Group."  These  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., Seligman Value Fund
Series,  Inc.  and  Tri-Continental  Corporation.  The  aggregate  assets of the
Seligman  Group were  approximately  $18.0  billion at December  31,  1997.  The
Manager also provides investment management or advice to institutional and other
accounts having a December 31, 1997 value of approximately $6.3 billion.
    

    Mr. William C. Morris is Chairman 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  recordkeeping  functions  for   each  Fund,
maintains the records of shareholder  investment  accounts and provides  related
services.

   
    The Manager is entitled to receive a management fee from each Series for its
services,  calculated  daily and payable  monthly,  equal to .50% of the average
daily net assets of each 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 Municipal Fund and
of the Municipal 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 30,1997.  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, 1997.
    

                                       29
<PAGE>
   
- --------------------------------------------------------------------------------
                                                       ANNUALIZED EXPENSE
                           MANAGEMENT FEE RATE             RATIOS FOR
                           FOR THE YEAR ENDED           THE YEAR ENDED
  SERIES                        9/30/97                      9/30/97
  ------                        -------                 ---------------
                                                   CLASS A         CLASS D
                                                   -------         -------
  National..................    .50%                .84%            1.75%
  Colorado..................    .50%                .90%            1.81%
  Georgia...................    .50%                .89%            1.79%
  Louisiana.................    .50%                .86%            1.76%
  Maryland..................    .50%                .90%            1.81%
  Massachusetts.............    .50%                .84%            1.74%
  Michigan..................    .50%                .81%            1.71%
  Minnesota.................    .50%                .85%            1.75%
  Missouri..................    .50%                .89%            1.80%
  New York..................    .50%                .82%            1.73%
  Ohio......................    .50%                .81%            1.71%
  Oregon....................    .50%                .90%            1.80%
  South Carolina............    .50%                .84%            1.75%
  California
    High-Yield..............    .50%                .87%            1.77%
  California Quality........    .50%                .82%            1.72%
  Florida...................    .50%               1.04%            1.81%
  North Carolina............    .50%               1.09%            1.85%
  New Jersey................    .50%               1.06%            1.83%
  Pennsylvania..............    .50%               1.19%            1.96%
- --------------------------------------------------------------------------------

     PORTFOLIO MANAGEMENT.  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
Quality  Municipal  Fund,  Inc. and Seligman  Select  Municipal Fund, Inc. He is
responsible for more than $1.8 billion in municipal securities.  Mr. Moles, with
more  than  25  years  of  experience,   has  spearheaded  Seligman's  municipal
investment efforts since joining the Manager in 1983.

    The Manager's discussion of each Series' 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
Fund's  fiscal 1997 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  Series'  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

                                       30

<PAGE>

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  FOR EACH  SERIES;
SUBSEQUENT  INVESTMENTS  MUST  BE IN THE  MINIMUM  AMOUNT  OF $100  (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. THE MINIMUM AMOUNT FOR INITIAL INVESTMENT IN THE
SELIGMAN  TIME  HORIZON  MATRIXSM  ASSET  ALLOCATION  PROGRAM  IS  $10,000.  FOR
INFORMATION ABOUT THIS PROGRAM, CONTACT YOUR FINANCIAL ADVISOR.

     The  minimum  amount  for  initial  investment  in each  Series is $500 for
investors  who purchase  shares of the Fund through  Merrill  Lynch's MFA or MFA
Select Programs.

     There is no minimum  investment  required for investors who purchase shares
of the Series through wrap fee programs.

     Orders received by an authorized  dealer by the close of regular trading on
the New York Stock  Exchange  ("NYSE")  (normally,  4:00 p.m.  Eastern time) and
accepted  by SFSI  before the close of business  (5:00 p.m. Eastern time) on the
same day will be executed at the  Series' net asset value  determined  as of the
close of regular  trading  on the NYSE on that day plus,  in the case of Class A
shares, any applicable sales load. Orders accepted by dealers after the close of
regular  trading on 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, any applicable sales load. The authorized dealer through
which the shareholder  purchases  shares is responsible for forwarding the order
to SFSI promptly.
    

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

   
    Current  shareholders may purchase additional shares of the Fund at any time
through any authorized  dealer or by sending a check payable to "Seligman  Group
of Funds" in our  postage-paid  return  envelope or  directly  to SELIGMAN  DATA
CORP., P.O. BOX 3947, NEW YORK, NY 10008-3947.  Checks for investment must be in
U.S.  dollars drawn on a domestic  bank.  The checks should be accompanied by an
investment slip (provided on the bottom of shareholder  account  statements) and
include the shareholder's name, address, account number, Fund or Series name and
class of  shares  (A or D).  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.  IF ONLY THE CLASS DESIGNATION IS
MISSING,  THE INVESTMENT WILL  AUTOMATICALLY  BE MADE IN CLASS A SHARES.  Credit
card  convenience  checks and third party checks  (i.e.,  checks made payable to
someone other than the "Seligman  Group of Funds") may not be used to open a new
fund account or purchase  additional shares of the Fund. 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,  any applicable
sales load.
    

    Seligman Data Corp. may charge a $10.00  processing fee for checks  returned
to it as  uncollectable.  This  charge may be  deducted  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.

                                       31
<PAGE>

   
    VALUATION.  The net asset value of a Series'  shares is determined as of the
close of regular trading on the NYSE (normally,  4:00 p.m.  Eastern time),  each
day,  Monday through Friday,  except on days that the NYSE is closed.  Net asset
value is calculated separately for each class of a Series.  Municipal 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.
    

    Although  the legal  rights of Class A and Class D shares are  substantially
identical,  the different  expenses borne by each class will result in different
net asset  values  and  dividends.  The net asset  value of Class D shares  will
generally be lower than the net asset value of Class A shares as a result of the
higher distribution fee charged to Class D shares. In addition,  net asset value
per share of the two  classes  will be  effected  to the extent any other  class
expenses differ among classes.

   
    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 Plans" 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-      or more*            0              0             0

  * Shares  acquired at net  asset  value  pursuant to the above  schedule  will
be subject to  a  CDSL  of  1% if  redeemed  within  18 months of purchase.  See
"Purchase of Shares--Contingent Deferred Sales Load."
    
- --------------------------------------------------------------------------------

    There is no initial  sales load on purchases of Class A shares of $1,000,000
or more ("NAV  sales");  however,  such shares are subject  to  a CDSL  of 1% if
redeemed within eighteen months of purchase.

    SFSI shall pay broker/dealers,  from its own resources,  a fee on NAV sales,
calculated  as follows;  1.00% NAV of sales up to but not  including $2 million;
 .80% of NAV sales from $2 million up to but not  including  $3 million;  .50% of
NAV sales from $3 million up to but not  including  $5 million;  and .25% of NAV
sales from $5 million  and above.  The  calculation  of the fee will be based on
assets held by a "single person" as defined below.

   
    SFSI shall also pay broker/dealers, from its own resources, a 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  the  participating  eligible  employee  benefit  plan has at  least  (i)
$500,000  invested  in the  Seligman  Group of Mutual  Funds or (ii) 50 eligible
employees to whom such plan is made available.  Class A shares representing only
an initial  purchase of Seligman Cash  Management  Fund are not eligible for the
fee.  Such shares will become  eligible for the fee once they are  exchanged for
shares of another Seligman Mutual Fund. The payment is based on cumulative sales
for each Plan during a single  calendar  year, or portion  thereof.  The payment
schedule,  for each  calendar  year is as follows:  1.00% of sales up to but not
including $2 million;  .80% of sales from $2 million up to but not  including $3
million;  .50% of sales from $3 million up to but not including $5 million;  and
 .25% of sales from $5 million and above.
    

    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.

                                       32
<PAGE>

   
    Shares purchased  without an initial sales load in accordance with the sales
load schedule or pursuant to a Volume Discount,  Right of Accumulation or Letter
of Intent are subject to a CDSL of 1% on redemptions  within  eighteen months of
purchase.
    

    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 an initial 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 shares of any Seligman  Mutual Fund sold with an initial  sales load
with the total  net asset  value of shares  sold  with an  initial  sales  load,
including  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 an initial 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 initial 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 an initial 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 an initial 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."
    

    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  an  initial  sales  load in
connection with the acquisition of cash and securities owned by other investment
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  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;  to other
investment  companies in the Seligman  Group in  connection  with a deferred fee
arrangement  for outside  directors;  and to "eligible  employee  benefit plans"
which have at least (i) $500,000  invested in the Seligman Group of Mutual Funds
or (ii) 50 eligible  employees  to whom such plan is made  available.  "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.  Employee  benefit plans eligible for
net asset value sales, as described  above,  will be subject to a CDSL of 1% for
ter-

                                       33


<PAGE>

minations at the plan level only, on redemptions  of  shares   purchased  within
eighteen months prior to plan  termination.  Sales pursuant to a 401(k) alliance
program  which has an agreement  with SFSI are  available at net asset value and
are not subject to a CDSL.

    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% and an annual  service  fee of up to .25% 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.

    CONTINGENT  DEFERRED  SALES LOAD. A CDSL will be imposed on  redemptions  of
Class D shares which were  purchased  during the preceding  twelve  months.  The
amount of any CDSL will  initially  be used by SFSI to defray the expense of the
payment  of  1%  made  by  it  to  Service   Organizations   (as  defined  under
"Administration,  Shareholder  Services and  Distribution  Plan") at the time of
sale.

    A CDSL of 1% will  also be  imposed  on any  redemption  of  Class A  shares
purchased  during the preceding  eighteen months if such shares were acquired at
net asset value  pursuant to the sales load  schedule  provided  under  "Class A
Shares--Initial Sales Load." Employee Benefit plans eligible for net asset sales
as described  above under "Special  Programs" may be subject to a CDSL of 1% for
terminations at the plan level only, on redemptions of shares  purchased  within
eighteen months prior to plan termination.

   
    The 1% CDSL normally imposed on redemptions of certain Class A shares (i.e.,
those purchased during the preceding eighteen months at net asset value pursuant
to the sales load schedule provided under "Class A Shares--Initial  Sales Load")
will be waived on shares that were purchased through Dean Witter Reynolds,  Inc.
("Dean Witter") by certain Chilean institutional investors (i.e., pension plans,
insurance  companies and mutual funds). Upon redemption of such shares within an
eighteen-month period, Dean Witter will reimburse SFSI a pro rata portion of the
fee it received from SFSI at the time of sale of such shares.

    To minimize  the  application  of a CDSL to a  redemption,  shares  acquired
pursuant to the  investment of dividends and capital gain  distributions  (which
are not subject to a CDSL) will be redeemed first; followed by shares held for a
period of time  longer  than the  applicable  CDSL  period.  Shares held for the
longest period of time within the applicable  CDSL period will then be redeemed.
Additionally, for those shares determined to be subject to a CDSL, the CDSL will
be assessed on the current net asset value or original purchase price, whichever
is less. No CDSL will be imposed on shares  acquired  through the  investment of
dividends or distributions from any Class A or Class D shares of mutual funds in
the Seligman Group.
    

    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 were 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.
    

                                       34
<PAGE>

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

   
    (a) on redemptions  following the death or disability (as defined in section
72(m)(7) of the Code) of a shareholder  or beneficial  owner;  (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
(an "IRA") due to death,  disability,  minimum  distribution  requirements after
attainment of age 701/2, or, for accounts  established prior to January 1, 1998,
attainment of age 591/2,  and (iii) a tax-free return of an excess  contribution
to an IRA; (c) in whole or in part,  in  connection  with shares sold to current
and retired  Directors  or Trustees  of the Funds;  (d) in whole or in part,  in
connection   with   shares   sold  to  any  state,   county,   or  city  or  any
instrumentality,  department,  authority, or agency thereof, which is prohibited
by  applicable  investment  laws  from  paying  a sales  load or  commission  in
connection with the purchase of shares of any registered  investment  management
company; (e) in whole or in part, in connection with automatic cash withdrawals;
(f) in connection  with  participation  in the Merrill Lynch Small Market 401(k)
Program;  and (g) in connection with the redemption of shares of a Fund if it is
combined  with another  mutual fund in the Seligman  Group,  or another  similar
reorganization transaction.
    

    If, with respect to a redemption  of any Class A or 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 payment or a portion of the  payment  made by SFSI at the time of sale of
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,   has  the  ability  to  effect  the   following
transactions  via telephone:  (i) redemption of Series shares with proceeds sent
to address or record (up to $50,000 per day per fund account),  (ii) exchange of
Series  shares for shares of the same class 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.

    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 services.
    

    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.

                                       35
<PAGE>

   
    FOR  CORPORATIONS  OR GROUP  RETIREMENT  PLANS:  Telephone  services are not
permitted.
    

    All Seligman  Mutual 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 telephone services election form.

    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 Series shares via  telephone.
In these  circumstances,  the shareholder should consider using other redemption
or  exchange  procedures.  (See  "Redemption  of  Shares.")  Use of these  other
redemption or exchange procedures may result in the request being processed at a
later time than if a  telephone  transaction  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.  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, such Fund or Seligman Data
Corp.  may  be  liable  for  any  losses  due  to   unauthorized  or  fraudulent
instructions.  Telephone  transactions 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.  Shareholders,  of course,  may
refuse or cancel  telephone  transaction  services.  Telephone  services  may be
terminated by a shareholder at any time by sending a written request to Seligman
Data Corp.  Written  acknowledgment of the addition of telephone  services to an
existing  account  or  termination  of  telephone  services  will be sent to the
shareholder at the address of record.

REDEMPTION OF SHARES

   
    A shareholder may redeem shares held in book credit  ("uncertificated") form
without charge,  except a CDSL, if applicable,  at any time by SENDING A WRITTEN
REQUEST to Seligman Data Corp.,  P.O. Box 3947, New York, NY  10008-3947;  or if
request is being sent by  overnight  delivery  service to 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 without charge,  except a CDSL, if applicable,  by surrendering
certificates  in proper form to the same  address.  Certificates  should be sent
certified or registered mail,  return receipt is advisable (may increase mailing
time).  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) and  number of shares or dollar  amount to be
redeemed.  The  Funds  cannot  accept  conditional  redemption  requests  (i.e.,
requests to sell shares at a specific price or on a future date).
    

                                       36
<PAGE>

    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 A CORPORATION,  EXECUTOR,
ADMINISTRATOR,  TRUSTEE,  CUSTODIAN OR RETIREMENT PLAN. FOR FURTHER  INFORMATION
WITH RESPECT TO REDEMPTION REQUIREMENTS, PLEASE CONTACT THE SHAREHOLDER SERVICES
DEPARTMENT OF SELIGMAN DATA CORP. FOR ASSISTANCE.

   
    In the  case of Class A shares  (except  for  shares  purchased  without  an
initial sales load due to the size of the purchase),  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 A
shares which were  purchased  without an initial sales load because the purchase
amount was $1,000,000 or more are redeemed within eighteen months of purchase, a
shareholder  will  receive the net asset value per share next  determined  after
receipt  of a  request  in  good  order,  less a CDSL of 1% as  described  under
"Purchase of  Shares--Class  A  Shares--Initial  Sales Load"  above.  If Class D
shares are redeemed within one year of purchase,  a shareholder will receive the
net asset  value per share next  determined  after  receipt of a request in good
order,  less a CDSL of 1% as  described  under  "Purchase  of  Shares -- Class D
Shares" above.
    

    A shareholder may also "sell" shares to a Fund through an investment  dealer
and, in that way, be certain,  providing  the order is timely,  of receiving the
net asset value  established  at the end of the day on which the dealer is given
the repurchase  order (less any applicable  CDSL).  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 regular trading on
the NYSE (normally 4:00 p.m.  Eastern Time) 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.

   
    TELEPHONE REDEMPTIONS. Telephone redemptions of uncertificated shares may be
made once per day, in an amount of up to $50,000 per fund account. Proceeds will
be sent to the  address of record.  Telephone  redemption  requests  received by
Seligman  Data Corp.  at (800)  221-2450 by the close of regular  trading on the
NYSE (normally 4:00 p.m. Eastern Time) will be processed at the Fund's net asset
value determined as of the close of business on that day. Redemption requests by
telephone will not be accepted within 30 days following an address change. IRAs,
group  retirement  plans,  corporations  and  trusts  for  which the name of the
current trustee does not appear in the account registration are not eligible for
telephone redemptions.  Each Fund reserves the right to suspend or terminate its
telephone redemption service at any time without notice.
    

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

    CHECK REDEMPTION SERVICE.  The Check Redemption Service allows a shareholder
who owns or  purchases

                                       37

<PAGE>

   
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. Holders of Class
A shares should bear in mind that check  redemptions of Class A shares  acquired
at net asset  value due to the size of the  purchase  may be  subject to a CDSL.
Holder of Class D shares may use this  Service  with respect to shares that have
been held for at least one year.  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 and any applicable  CDSL. 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  AS  UNCOLLECTABLE.   THIS  CHARGE  MAY  BE  DEDUCTED  FROM  THE
SHAREHOLDER'S ACCOUNT.

     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."
    

    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.

   
    GENERAL. With respect to shares redeemed, a check for the proceeds, less any
applicable  CDSL,  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.  Payment of redemption  proceeds will be
delayed on redemptions  of 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 such  shares to the  shareholder's  account.  No
interest is paid on the redemption  proceeds after the redemption but before the
funds are paid.  The proceeds of a redemption or repurchase  may be more or less
than the shareholder's cost.
    

    The Funds reserve the right to redeem  shares owned by a  shareholder  whose
investment in a Series has a value of less than minimum amount  specified by the
Funds'  Directors or Trustees,  which is presently $500.  Shareholders  would be
sent a notice  before such  redemption  is  processed  stating that the value of
their  investment in a Series 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 to reinvest  them,
or to shift  the  investment  to one of the other  Seligman  Mutual  Funds,  the
shareholder may, within 120 calendar days of the date of redemption,  use all or
any part of the  proceeds of the

                                       38

<PAGE>

   
redemption to reinstate,  free of an initial sales load,  all or any part of the
investment in Class A shares of the Series or any of the other  Seligman  Mutual
Funds. If a shareholder redeems 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  applicable  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
RE-DEEMED;  AND THE FUND'S MINIMUM INITIAL  INVESTMENT AMOUNT MUST BE MET AT THE
TIME OF REINSTATEMENT.
    

    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 PLANS

    Under each Fund's Administration, Shareholder Services and Distribution Plan
(the  "Plan"),  each  Series  may  pay to SFSI  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 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 Class A shares of the Municipal  Fund,  was first
approved  by the  Directors  on July 21,  1992 and by the  shareholders  of each
Series on November  23, 1992.  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. 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 total amounts paid for the
year ended September 30, 1997 in respect of each Series' Class A shares' average
daily net assets pursuant to the Plan were as follows:
    

                                       39
<PAGE>

   
                                                                      % OF
                                                                     AVERAGE
     SERIES                                                        NET ASSETS
     ------                                                        ----------
National....................................................           .09%
Colorado....................................................           .09
Georgia.....................................................           .10
Louisiana...................................................           .10
Maryland....................................................           .09
Massachusetts...............................................           .10
Michigan....................................................           .10
Minnesota...................................................           .10
Missouri....................................................           .09
New York....................................................           .09
Ohio........................................................           .10
Oregon......................................................           .10
South Carolina..............................................           .09
California High-Yield.......................................           .10
California Quality..........................................           .10
Florida.....................................................           .23
North Carolina..............................................           .24
New Jersey..................................................           .23
Pennsylvania................................................           .23
    


    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,
was  approved by the  Directors  or  Trustees  on  November  18, 1993 and became
effective  February 1, 1994. The total amount paid for the year ended  September
30,  1997,  in respect of each Series'  Class D shares  pursuant to the Plan was
1.00% per annum of each Series' Class D shares'  average daily net assets.  Each
Plan is reviewed by the Directors or Trustees annually.

    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 and Class D shares may  be  exchanged  only for  Class A and Class D
shares,  respectively, of another  Seligman Mutual Fund on the basis of relative
net asset value.

   
    If shares  that are  subject to a CDSL are  exchanged  for shares of another
Seligman  Mutual  Fund,  then for  purposes of  assessing  the CDSL payable upon
disposition  of the exchanged  shares,  the  applicable  holding period shall be
reduced by the period for which the original shares were held.
    

    Aside from the Series  described in this  Prospectus,  the  Seligman  Mutual
Funds 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

                                       40

<PAGE>

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  Emerging  Markets Growth Fund, 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 Seligman U.S.  Government  Securities
Series and the Seligman High-Yield Bond Series.

    O SELIGMAN  INCOME FUND,  INC. seeks high current income and the possibility
of improvement of future income and capital value.

   
    O SELIGMAN VALUE FUND SERIES,  INC. consists of the Seligman Large-Cap Value
Fund and the  Seligman  Small-Cap  Value  Fund,  each of which  seeks  long-term
capital  appreciation  by  investing  in equity  securities  of value  companies
primarily located in the U.S.

    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  received  by the close of regular  trading on the NYSE
(normally, 4:00 p.m. Eastern Time) by Seligman Data Corp. at (800) 221-2450 will
be processed as of the close of business on that day.  Requests  received  after
the close of  regular  trading  on the NYSE will be  processed  at the net asset
value per share  calculated the following  business 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
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 proper form.
    

    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 or-

                                       41

<PAGE>

der may be processed by mail.  For more  information  about  telephone  exchange
privileges,  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 GAIN 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.

    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. Cash dividends and
gain distributions are paid by check. 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. Shares acquired through a dividend or
gain distribution and credited to a shareholder's  account are not subject to an
initial sales load or a CDSL.  Dividends and gain  distributions  paid in shares
are  invested on the payable  date using the net asset value of the  ex-dividend
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.  Eastern  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.  before the record  date for the  dividend or
distribution in order to be effective for such dividend or gain distribution.
    

    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.

                                       42
<PAGE>

   
    Shareholders  exchanging  shares for shares of another  Seligman Mutual Fund
will  continue to receive  dividends and gains as elected prior to such exchange
unless otherwise specified.  In the event that a shareholder  redeems all shares
in an account  between the record date and the  payable  date,  the value of any
dividends or gain distributions  declared will be paid in cash regardless of the
existing  election.  A transfer or exchange of all shares  (closing an account),
between the record date and payable date,  will result in the value of dividends
or gain distributions  being paid to the new fund account in accordance with the
option  on  the  closed  account,  unless  Seligman  Data  Corp.  is  instructed
otherwise.
    

TAXES

FEDERAL INCOME TAXES

    Each Series intends to continue to qualify as a regulated investment company
under the Code. Thus qualified,  each Series will be relieved of regular 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  regular  federal
income tax the Series will be eligible to pay dividends  that are  excludable by
shareholders  from gross income for regular 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
distributions  of net capital  gains at a maximum rate of 28% if  designated  as
derived from the Series' capital gains from property held for more than one year
and at a maximum rate of 20% if designated  as derived from the Series'  capital
gains from property held for more than  eighteen  months.  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
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.
Individual  shareholders  will be  subject to  federal  income tax as  long-term
capital  gains at a maximum  rate of 28% in respect of shares held for more than
one year and at a maximum  rate of 20% in respect  of shares  held for more than
eighteen months.
    

                                       43

<PAGE>

    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 advisors  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 advisors 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,  A FUND MAY CHARGE A SERVICE FEE OF UP TO
$50 THAT MAY BE DEDUCTED FROM THE  SHAREHOLDER'S  ACCOUNT AND OFFSET AGAINST ANY
UNDISTRIBUTED DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS.  EACH FUND ALSO RESERVES
THE  RIGHT TO CLOSE  ANY  ACCOUNT  WHICH  DOES  NOT  HAVE A  CERTIFIED  TAXPAYER
IDENTIFICATION  NUMBER 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  Municipal  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 Municipal Securities as well
as on certain other  federally  tax-exempt  obligations the interest on which is
exempt  from   California   personal  income  taxes.  To  the  extent  that  the
distributions  are derived  from other  income,  including  long- or  short-term
capital gains, such  distributions  will not be exempt from California  personal
income  taxation,  and,  further to the extent  that they  constitute  long-term
capital 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 Municipal 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 or the  Colorado  alternative
minimum  tax on Colorado  Series  dividends  to the extent  that such  dividends
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,  or if issued
before May 1,1980,  to the extent  such  interest  is  specifically  exempt from
income taxation un-

                                       44

<PAGE>

der  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 and may be subject to Colorado's  alternative
minimum 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 regular 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  Municipal  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 Florida  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 United  States  Government
securities,  that 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  Municipal
Fund, under existing Georgia law, shareholders of the Georgia Series will not be
subject to  Georgia  income  taxes on  dividends  with  respect to shares of the
Georgia Series to the extent that such distributions represent  "exempt-interest
dividends"   for  federal   income  tax  purposes  that  are   attributable   to
interest-bearing  obligations  issued by or on behalf of the State of Georgia or
its political  subdivisions,  or by the  governments  of Puerto Rico, the Virgin
Islands or Guam  (collectively,  "Georgia  Obligations"),  which are held by the
Georgia Series.  Dividends,  if any, derived from capital gains or other sources
generally  will be taxable to  shareholders  of the  Georgia  Series for Georgia
income tax purposes.

    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 regular 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  Municipal
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  corporations;
individuals  and residents of the State of Louisiana;  and, for taxable  periods
beginning after December 31, 1996, trusts or estates;  all of whom 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, or its

                                       45

<PAGE>

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 Municipal 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 Municipal  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.
       
    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 regular  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 Municipal
Fund, assuming that the Municipal 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

                                       46


<PAGE>

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 Municipal Fund will maintain at
least 80% of the value of the net  assets  of the  Massachusetts  Series in debt
obligations  which are exempt from regular 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 Municipal Fund, holders of the Michigan Series who are subject to
the  Michigan  income  tax or single  business  tax will not be  subject  to the
Michigan income tax or single  business tax on Michigan Series  dividends to the
extent  that  such  distributions  qualify  as  exempt-interest  dividends  of a
regulated  investment  company  under  Section  852(b)(5)  of the Code which are
attributable to interest on tax-exempt  obligations of the State of Michigan, or
its  political  or  governmental  subdivisions,  its  governmental  agencies  or
instrumentalities  (as well as certain other federally  tax-exempt  obligations,
the interest on which is exempt from Michigan tax, such as, for example, certain
obligations  of Puerto  Rico)  (collectively,  "Michigan  Obligations").  To the
extent that  distributions  on the Michigan  Series are  attributable to sources
other  than those  described  in the  preceding  sentence,  such  distributions,
including,  but not limited to, long or short-term  capital  gains,  will not be
exempt from Michigan income tax or single business tax. The Michigan  Department
of Treasury has issued a bulletin stating that holders of interests in regulated
investment  companies  who are subject to the Michigan  intangibles  tax will be
exempt from the tax to the extent that the investment portfolio consists of U.S.
obligations  and  obligations  of the  State  of  Michigan  or of its  political
subdivisions.  In addition,  Michigan  Series shares owned by certain  financial
institutions or by certain other persons subject to the Michigan single business
tax  are  not  subject  to the  Michigan  intangibles  tax.  To the  extent  the
distributions  on the  Michigan  Series are not subject to Michigan  income tax,
they are not subject to the uniform city income tax imposed by certain  Michigan
cities.

    Except during temporary defensive periods or when acceptable investments are
unavailable to the Michigan Series,  at least 80% of the value of the net assets
of the Michigan Series will be maintained in debt  obligations  which are exempt
from regular 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  LLP,  Minnesota  tax  counsel  to the
Municipal  Fund,  provided that the Minnesota  Series  qualifies as a "regulated
investment  company"  under the  Code,  and  subject  to the  discussion
    

                                       47

<PAGE>

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 of the date on which the obligations
were issued,  and other  remedies apply for previous  taxable years.  The United
States Supreme Court in 1995 denied  certiorari in a case in which an Ohio state
court  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. In 1997,  the United States  Supreme
Court denied  certiorari  in a  subsequent  case from Ohio,  involving  the same
taxpayer  and the  same  issue,  in which  the Ohio  Supreme  Court  refused  to
reconsider  the merits of the case on the ground that the  previous  final state
court  judgment  barred any claim  arising out of the  transaction  that was the
subject of the previous  action.  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
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.


                                       48


<PAGE>

    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 regular  federal income tax. Such debt  obligations  may,  however,  be
subject  to the  federal  alternative  minimum  tax. A similar  percentage  will
generally also apply with respect to the regular Minnesota  personal income tax,
and such debt  obligations may likewise be subject to the Minnesota  alternative
minimum tax, in each case subject to the entire  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  Municipal
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  Municipal  Fund or other  investments  producing  income  that is
includable in federal gross income, but exempt from Missouri income tax.

    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 regular 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,

                                       49


<PAGE>

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 ("Municipal  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 Municipal 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
Municipal  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
municipal 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
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 Municipal  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  regular  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 


                                       50


<PAGE>

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.

OHIO TAXES

   
    In the opinion of Squire,  Sanders & Dempsey L.L.P., Ohio tax counsel to the
Municipal 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
municipal  income or school  district  taxes in Ohio will not be subject to such
taxes on  dividend  distributions  with  respect  to shares  of the Ohio  Series
("Distributions")   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"), 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.

    Distributions that are properly 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 municipal income or school district taxes in Ohio.

    Distributions  properly  attributable  to interest on  obligations of Puerto
Rico,  the Virgin  Islands or Guam,  the  interest on which is exempt from state
income  taxes  under the laws of the  United  States  are  exempt  from the Ohio
personal income tax and municipal income and school district taxes in Ohio, and,
provided  such  interest is excluded  from gross  income for Federal  income tax
purposes,  are  excluded  from  the  net  income  base of the  Ohio  Corporation
franchise tax.

    The Ohio Series is not subject to the Ohio personal  income tax or municipal
income or school  district   taxes in Ohio.  The Ohio  Series is not  subject to
corporation franchise tax or the Ohio dealers in intangibles tax, provided that,
if the Ohio Series has a significant nexus to the State of Ohio to be subject to
Ohio  taxation,  then such entity shall be exempt from taxes only if it complies
with certain reporting requirements.
    

    Except during temporary defensive periods or when acceptable investments are
unavailable to the Ohio Series, the Municipal Fund will maintain at least 80% of
the value of the net  assets of the Ohio  Series in debt  obligations  which are
exempt from regular  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.

                                       51

<PAGE>

OREGON TAXES

    In the opinion of  Schwabe,  Williamson  & Wyatt,  Oregon tax counsel to the
Municipal 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 regular  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 Municipal 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  Municipal  Securities and
U.S. Government obligations on the annual assessment date.  Corporations are not
subject to Pennsylvania personal property taxes.

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

    Prospective investors should be aware that an investment in the Pennsylvania
Fund may not be  suitable  for  persons  who are not  residents  of the State of
Pennsylvania  or who do not receive income subject to income taxes of the State.
Investors  should  also be aware that there is  litigation  in  progress  in the
Pennsylvania  courts that may result in the personal property tax being declared
unconstitutional in whole or in part.

SOUTH CAROLINA TAXES

    In the  opinion  of  Sinkler  & Boyd,  South  Carolina  tax  counsel  to the
Municipal  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

                                       52

<PAGE>

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 regular 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 municipal  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 Series 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  municipal  securities  issued by that state or its
localities.  Prospective  investors  should  be aware  that an  investment  in a
certain  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 advisors.

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.  Eastern  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 AND FORM 1099-DIV CAN BE ORDERED.  TO INSURE PROMPT DELIVERY
OF DISTRIBUTION CHECKS, ACCOUNT STATEMENTS AND OTHER INFORMATION,  SELIGMAN DATA
CORP., SHOULD BE NOTIFIED IMMEDIATELY IN WRITING OF ANY ADDRESS CHANGE.  ADDRESS
CHANGES  MAY BE  TELEPHONED  TO  SELIGMAN  DATA  CORP.  IF THE  SHAREHOLDER  HAS
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)  SERVICE enables a shareholder to authorize  additional
    purchases of shares  automatically  by  electronic  funds  transfer from the
    shareholder'S  saving or checking  account,  if the bank that  maintains the
    account  is a  member  of  the  Automated  Clearing  House  ("ACH"),  or  by
    preauthorized  checks to be drawn on the  shareholder's  checking account at
    regu-
    

                                       53

<PAGE>

   
    lar  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 only if  accompanied by a check for at least $100
    iN conjunction with the monthly  investment  option, or a check for at least
    $250 in conjunction with the quarterly  investment  option.  For investments
    into the Seligman  Time  Horizon  MatrixSM  Asset  Allocation  Program,  the
    minimum  amount is $500 at regular  monthly  intervals  or $1,000 at regular
    quarterly intervals. By utilizing the Invest-A-Check(R) Service to establish
    an  account,  you are  agreeing to  continue  the  Service  until the Fund's
    minimum  investment  amount is met. If yoU elect to cancel the Service prior
    to meeting the minimum,  your account may be subject to closure. (See "Terms
    and Conditions.")
    

    O AUTOMATIC DOLLAR-COST-AVERAGING SERVICE permits a shareholder of 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,  from shares of any class of
    the Cash Management Fund into shares of the same class of any other Seligman
    Mutual Fund,  registered in the same name.  For exchanges  into the Seligman
    Time Horizon MatrixSM Asset Allocation  Program,  the minimum amount is $500
    at regular monthly intervals or $1,000 at regular quarterly  intervals.  The
    shareholder's  Cash  Management  Fund account must have a dollar value of at
    least  $5,000 at the  initiation  of the  service  and all shares must be in
    "book credit" form.  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 or another Seligman Mutual Fund.  (Dividend
    checks must 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.) If the dividends are to be invested in a new fund account,
    the first investment must meet the required minimum purchase amount for such
    fund.
    

    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 in fixed amounts of $50
    or more  at  regular  intervals  to be made  to a  shareholder  who  owns or
    purchases shares worth $5,000 or more held as book credits. Holders of Class
    A shares  purchased  at net asset  value  because  the  purchase  amount was
    $1,000,000 or more should bear in mind that  withdrawals may be subject to a
    1% CDSL if made within eighteen  months of purchase of such shares.  Holders
    of  Class  D  shares  may  elect  to  use  this  service,  although  certain
    withdrawals may be subject to a CDSL. (See "Terms and Conditions.")
    

    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  will  be  deducted  from  a  shareholder's  account,  if
    requested.

    O COPIES OF  ACCOUNT  STATEMENTS  will be sent to each  shareholder  free of
    charge for the current year and most recent  prior year.  Copies of year-end
    statements  for 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


                                       54

<PAGE>

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 "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
"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 Municipal  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  Municipal  Fund was  incorporated  in Maryland on
August  8,  1983.  The  Municipal  Trust was  established  under the laws of the
Commonwealth of Massachusetts by a Declaration of Trust dated July 27, 1984. 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 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 Penn-


                                       55


<PAGE>

sylvania Fund and the Municipal  Trust permit the Trustees to issue an unlimited
number of full and fractional shares of beneficial  interest in separate Series.
To date,  shares of thirteen  Series of the Municipal  Fund,  four Series of the
Municipal  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.  Each Fund has
adopted a plan (the "Multiclass Plan") pursuant to Rule 18f-3 under the 1940 Act
permitting  the  issuance  and sales of  multiple  classes of common  stock,  or
beneficial  interest.  In  accordance  with the  Articles  of  Incorporation  or
Declaration  of Trust of each  Fund,  the Board of  Directors  or  Trustees  may
authorize  the  creation of  additional  classes of common  stock or  beneficial
interest with such  characteristics  as are permitted by the Multiclass Plan and
Rule 18f-3.  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.  All shares have  noncumulative  voting  rights for the
election of directors or trustees,  as  applicable.  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 Articles of Incorporation  or Declaration of Trust.  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 Municipal 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  Municipal  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.

                                       56
<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 the shareholder's  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  and  certain  waiver  of  probate
procedures 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 close of
business  on the same  date.  By  utilizing  the  Invest-A-Check(R)  Service  to
establish an account,  you are agreeing to continue the Service until the Fund's
minimum  investment  amount is met. If you elect to canceL the Service  prior to
meeting the minimum,  your account may be subject to closure.  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 will be deducted  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 check for at least $100 in
connection  with the monthly  investment  option or a check for at least $250 in
connection with the quarterly investment option.

                        AUTOMATIC CASH WITHDRAWAL SERVICE
      A  sufficient  number of full and  fractional  shares  will be redeemed to
provide the amount  required for a scheduled  payment and any  applicable  CDSL.
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)  less, in the
case of Class D shares,  any applicable CDSL.  Automatic  withdrawals of Class A
shares which were  purchased at net asset value because the purchase  amount was
$1,000,000 or more may be subject to a CDSL if made within 18 months of purchase
of such shares.  Under this  Service,  a Class D  shareholder  who requests both
dividends and capital gain distributions in additional shares may withdraw up to
10% of the value of the shareholder's fund account (at the time of election) per
annum,  without the  imposition of a CDSL. A minimum  payment  amount of $50 per
cycle is needed to establish this Service. 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  into 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
an  initial  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,  the shareholder has
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
      The Check  Redemption  Service is available to Class A shareholders and to
Class D  shareholders  with respect to Class D shares held for one year or more.
For Class A shares which were  purchased at net asset value because the purchase
amount was $1,000,000 or more, check redemption within 18 months of purchase may
be subject to a CDSL. If shares are held in joint names, all  shareholders  must
sign the Check Redemption  section of the Account  Application.  All checks will
require  all  signatures  unless a  lesser  number  is  indicated  in the  Check
Redemption section. 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 and any  applicable  CDSL.
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 AS UNCOLLECTABLE. THIS CHARGE MAY BE DEDUCTED FROM THE
ACCOUNT AGAINST WHICH THE CHECK WAS DRAWN. 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.



                                       57
                                                                            2/98

<PAGE>

   
                       STATEMENT OF ADDITIONAL INFORMATION
                                February 1, 1998
                      SELIGMAN MUNICIPAL FUND SERIES, INC.
                                 100 Park Avenue
                            New York, New York 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  Municipal  Fund
Series,  Inc.  (the  "Fund"),  dated  February  1,  1998.  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 A shares  purchased in an amount of $1,000,000 or more are sold without an
initial sales load but are subject to a contingent  deferred sales load ("CDSL")
of 1% (of the current net asset value or the original purchase price,  whichever
is less) if such shares are redeemed within eighteen months of purchase. Class D
shares may be  purchased  at net asset  value and are subject to a 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.............................  4
Directors and Officers.............................  5
Management and Expenses............................  9
Administration, Shareholder Services
 and Distribution Plan............................. 11
Portfolio Transactions............................. 11
Purchase and Redemption of Fund Shares............. 12

Distribution Services.............................. 14
Taxes.............................................. 16
Valuation.......................................... 16
Performance Information............................ 17
General Information................................ 23
Financial Statements............................... 23
Appendix A......................................... 24
Appendix B......................................... 27
Appendix C......................................... 59
    


TEA1A
<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 Municipal Series ("National  Series") and
the Colorado  Municipal  Series,  the Georgia  Municipal  Series,  the Louisiana
Municipal Series,  the Maryland  Municipal Series,  the Massachusetts  Municipal
Series,  the Michigan  Municipal Series,  the Minnesota  Municipal  Series,  the
Missouri  Municipal Series,  the New York Municipal  Series,  the Ohio Municipal
Series,  the Oregon  Municipal  Series and the South Carolina  Municipal  Series
(collectively, the "State Series").

    The National  Series seeks to maximize  income  exempt from regular  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  regular  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 municipal 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).  Municipal Securities rated in these categories are commonly referred to
as investment grade. Each Series of the Fund may invest in municipal  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.  Municipal securities in
the fourth  rating  category of S&P or Moody's will  generally  provide a higher
yield than do higher rated municipal 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
municipal  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
municipal  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 municipal  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.

MUNICIPAL SECURITIES.  Municipal 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 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.  A Series may
invest, without percentage  limitations,  in certain private activity bonds, the
interest  on  which  is  treated  as a  preference  item  for  purposes  of  the
alternative minimum tax. See "Municipal Securities" in the Prospectus.

    Under  the   Investment   Company  Act  of  1940  (the  "1940   Act"),   the
identification  of the issuer of municipal  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>

    Municipal  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.  Municipal 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.  Industrial development bonds, which are considered municipal bonds if
the  interest  paid  thereon is exempt  from  regular  federal  income tax (such
interest,  however,  may be subject to the federal alternative minimum tax), are
issued by or on behalf of public  authorities to obtain funds to provide various
privately-operated  facilities for business and manufacturing,  housing, sports,
pollution control, and for airport, mass transit, port and parking facilities.

    The  two  principal   classifications   of  municipal   bonds  are  "general
obligation" and "revenue."  General obligation bonds are secured by the issuer's
pledge of its full faith,  credit and taxing  power for the payment of principal
and interest.  Revenue  bonds are payable only 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.  Although  industrial
development  bonds  ("IDBs")  are  issued  by  municipal  authorities,  they are
generally  secured by the revenues derived from payments of the industrial user.
The payment of principal and interest on IDBs is dependent solely on the ability
of the user of the  facilities  financed  by the  bonds  to meet  its  financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment.

FLOATING  RATE  AND  VARIABLE  RATE  SECURITIES.   Each  Series  may  invest  in
participation   interests  purchased  from  banks  in  variable  rate  municipal
securities   (such  as  industrial   development   bonds)  owned  by  banks.   A
participation  interest  gives  the  purchaser  an  undivided  interest  in  the
municipal  security in the proportion  that the Series'  participation  interest
bears to the total principal  amount of the municipal  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  municipal  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  municipal
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 municipal securities over
the negotiated yield at which the instruments are purchased by a Series.

WHEN-ISSUED  SECURITIES.  Each Series may  purchase  municipal  securities  on a
"when-issued"  basis.  Municipal 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
municipal  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.

TAXABLE INVESTMENTS. Under normal market conditions, 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  securities  the interest on which is exempt from
regular  federal income tax and California  personal  income tax. Such interest,
however,  may be subject to the  federal  alternative  minimum  tax. In abnormal
market conditions,  if, in the judgment of the Manager, the municipal securities
satisfying the Series' investment objectives may not be purchased, a Series may,
for defensive purposes,  temporarily invest in instruments the interest on which
is exempt from regular federal income taxes, but not California  personal income
taxes. Such securities would include those described under "California Municipal
Securities" above that would otherwise meet the Series' objectives.

    Also,  in  abnormal  market  conditions,  a Series may invest on a temporary
basis in fixed-income  securities,  the interest on which is subject to federal,
state or local income taxes, pending the investment or reinvestment in municipal
securities of proceeds of sales of shares or sales of portfolio  securities,  in
order to avoid  the  necessity  of  liquidating  portfolio  investments  to meet
redemptions  of shares by  investors or where  market  conditions  due to rising
interest  rates  or  other  adverse  factors  warrant  temporary  investing  for
defensive  purposes.  Investments in taxable securities will be substantially in
securities  issued or guaranteed by the United States Government (such as bills,
notes and bonds), its agencies,  instrumentalities or authorities;  highly-rated
corporate  debt  securities   (rated  AA-,  or  better,  by  Standard  &  Poor's
Corporation  ("S&P") or Aa3,  or  better,  by Moody's  Investors  Service,  Inc.
("Moody's"));  prime commercial paper (rated A-1+/A-1 by S&P or P-1 by Moody's);
and 

                                       3
<PAGE>

certificates  of deposit of the 100  largest  domestic  banks in terms of assets
which are subject to  regulatory  supervision  by the U.S.  Government  or state
governments and the 50 largest foreign banks in terms of assets 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.

    Such temporary investments in federal but not state municipal securities and
fully taxable  securities  will be limited as a matter of fundamental  policy to
20% of the value of a Series' net assets under normal market conditions.

   
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,  1997 and 1996 were:  National - 20.63% and
33.99%;  Colorado - 3.99% and 12.39%,  Georgia - 12.28% and 16.24%,  Louisiana -
16.08% and  10.08%,  Maryland - 14.79%  and  5.56%,  Massachusetts  - 29.26% and
26.30%,  Michigan - 10.98% and 19.62%;  Minnesota - 6.88% and 26.89%; Missouri -
6.47% and 8.04%; New York - 23.83% and 25.88%; Ohio - 11.76% and 12.90%;  Oregon
- - 19.46% and 28.65% and South  Carolina - 0.00% and 20.66%.  The  fluctuation of
portfolio  turnover  ratios of certain  Series during fiscal years 1997 and 1996
resulted 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:

  -  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;

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

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

  -  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);

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

  -  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;

  -  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;

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

  -  Purchase or sell commodities or commodity contracts; or

                                       4
<PAGE>

  -  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.

    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
    (59)                 Officer and Chairman of the
                         Executive Committee

                         Chairman,   J.  &  W.  Seligman  &  Co.   Incorporated,
                         investment  managers and  advisers;  Chairman and Chief
                         Executive  Officer,  the Seligman  Group of  Investment
                         Companies; Chairman, Seligman Financial Services, Inc.,
                         broker/dealer;  Seligman Services, Inc., broker/dealer;
                         and Carbo Ceramics Inc.,  ceramic proppants for oil and
                         gas   industry;    Director,   Seligman   Data   Corp.,
                         shareholder  service  agent;   Kerr-McGee  Corporation,
                         diversified energy company; and Sarah Lawrence College;
                         and  a  Member  of  the  Board  of   Governors  of  the
                         Investment Company Institute; formerly, President, J. &
                         W.  Seligman  & Co.  Incorporated,  Chairman,  Seligman
                         Advisors,  Inc.,  advisers;  Seligman  Holdings,  Inc.,
                         holding    company;    Seligman    Securities,    Inc.,
                         broker/dealer;  and J.  & W.  Seligman  Trust  Company,
                         trust company; and Director,  Daniel Industries,  Inc.,
                         manufacturer of oil and gas metering equipment.

BRIAN T. ZINO*           Director,   President   and  Member  of  the  Executive
    (45)                 Committee

                         Director  and  President,   J.  &  W.  Seligman  &  Co.
                         Incorporated,   investment   managers   and   advisers;
                         President,  (with the  exception  of  Seligman  Quality
                         Municipal  Fund,  Inc.  and Seligman  Select  Municipal
                         Fund, Inc.) and Director or Trustee, the Seligman Group
                         of  Investment   Companies;   Chairman  and  President,
                         Seligman  Data  Corp.,   shareholder   service   agent;
                         Director,    Seligman   Financial    Services,    Inc.,
                         broker/dealer;  Seligman Services, Inc., broker/dealer;
                         and  Seligman   Henderson  Co.,   advisers;   formerly,
                         Director,  Seligman Advisors, Inc., advisers;  Seligman
                         Securities,  Inc., broker/dealer;  and J. & W. Seligman
                         Trust Company, trust company.

RICHARD R. SCHMALTZ*     Director and Member of the Executive Committee
    (57)
                         Managing  Director,  Director of  Investments,  J. & W.
                         Seligman  &  Co.  Incorporated;  Director  of  Seligman
                         Henderson  Co. and Trustee  Emeritus of Colby  College;
                         formerly, Director,  Investment Research at Neuberger &
                         Berman from May 1993 to  September  1996 and  Executive
                         Vice President of McGlinn Capital from July 1987 to May
                         1993.
    

                                       5

<PAGE>
   

JOHN R. GALVIN           Director
    (68)
                         Dean,  Fletcher  School of Law and  Diplomacy  at Tufts
                         University;  Director or Trustee, the Seligman Group of
                         Investment  Companies;  Chairman,  American  Council on
                         Germany;   a  Governor  of  the  Center  for   Creative
                         Leadership;    Director,   USLIFE   Corporation,   life
                         insurance; Raytheon Co., electronics;  National Defense
                         University;  and the  Institute  for Defense  Analysis;
                         formerly,   Ambassador,   U.S.  State   Department  for
                         negotiations in Bosnia; 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
    (62)
                         President, Sarah Lawrence College; Director or Trustee,
                         the Seligman  Group of  Investment  Companies;  and the
                         Committee for Economic Development;  and Chairman,  The
                         Rockefeller    Foundation,    charitable    foundation;
                         formerly, Trustee, The Markle Foundation, philanthropic
                         organization;  and Director,  NYNEX, telephone company;
                         and   International   Research  and   Exchange   Board,
                         intellectual   exchanges.   Sarah   Lawrence   College,
                         Bronxville, New York 10708

FRANK A. McPHERSON       Director
    (64)
                         Director,  various  corporations;  Director or Trustee,
                         the Seligman Group of Investment  Companies;  Director,
                         Kimberly-Clark Corporation,  consumer products; Bank of
                         Oklahoma  Holding  Company;  Oklahoma  City  Chamber of
                         Commerce;  Baptist Medical Center;  Oklahoma Chapter of
                         the  Nature  Conservancy;   Oklahoma  Medical  Research
                         Foundation;  and  National  Boys  and  Girls  Clubs  of
                         America;  Chairman  of  Oklahoma  City  Public  Schools
                         Foundation;  and Member of the Business  Roundtable and
                         National Petroleum Council;  formerly,  Chairman of the
                         Board   and   Chief   Executive   Officer,   Kerr-McGee
                         Corporation,  energy and chemicals.
                         123 Robert S. Kerr Avenue, Oklahoma City, OK 73102

JOHN E. MEROW            Director
    (68)
                         Retired   Chairman  and  Senior  Partner,   Sullivan  &
                         Cromwell,  law firm; Director or Trustee,  the Seligman
                         Group of Investment Companies;  Director,  Commonwealth
                         Industries,   Inc.;  the  Foreign  Policy  Association;
                         Municipal Art Society of New York; the U.S. Council for
                         International   Business;   and   The  New   York   and
                         Presbyterian  Hospital;  Chairman,  American Australian
                         Association;  The New  York and  Presbyterian  Hospital
                         Care Network, Inc.; Vice Chairman, the U.S.-New Zealand
                         Council;  and Member of the American Law  Institute and
                         Council on Foreign  Relations.  
                         125 Broad Street, New York, NY 10004

BETSY S. MICHEL          Director
    (55)
                         Attorney;  Director or Trustee,  the Seligman  Group of
                         Investment  Companies;   Trustee,  Geraldine  R.  Dodge
                         Foundation,  charitable  foundation;  Chairman  of  the
                         Board of Trustees of St. George's School (Newport, RI);
                         formerly,   Director,   the  National   Association  of
                         Independent Schools (Washington, DC), education.
                         St. Bernard's Road, P. O. Box 449, Gladstone, NJ 07934
    
                                       6

<PAGE>
   

JAMES C. PITNEY          Director
    (71)
                         Retired  Partner,  Pitney,  Hardin,  Kipp & Szuch,  law
                         firm;  Director  or  Trustee,  the  Seligman  Group  of
                         Investment  Companies;   formerly,   Director,   Public
                         Service Enterprise Group, public utility.
                         Park   Avenue  at  Morris   County,   P.O.   Box  1945,
                         Morristown, NJ 07962-1945

JAMES Q. RIORDAN         Director
    (70)
                         Director,  various  corporations;  Director or Trustee,
                         the Seligman Group of Investment Companies; The Houston
                         Exploration  Company, 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, Tesoro
                         Petroleum  Companies,  Inc. and Director and President,
                         Bekaert Corporation.
                         675 Third Avenue, Suite 3004, New York, NY 10017

ROBERT L. SHAFER         Director
    (65)
                         Director,  various  corporations;  Director or Trustee,
                         the Seligman Group of Investment Companies;  and USLIFE
                         Corporation, life insurance;  formerly, Vice President,
                         Pfizer Inc., pharmaceuticals.
                         235 East 42nd Street, New York, NY 10017

JAMES N. WHITSON         Director
    (62)
                         Executive Vice President,  Chief Operating  Officer and
                         Director,   Sammons  Enterprises,   Inc.;  Director  or
                         Trustee,  the Seligman  Group of Investment  Companies;
                         C-SPAN; and Commscope,  manufacturer of coaxial cables;
                         formerly,  Director,  Red Man Pipe and Supply  Company,
                         piping and other materials.  
                         300 Crescent Court, Suite 700, Dallas, TX 75202

THOMAS G. MOLES          Vice President and Senior Portfolio Manager
    (54)
                         Director  and  Managing   Director,   (formerly,   Vice
                         President  and Portfolio  Manager),  J. & W. Seligman &
                         Co.  Incorporated,  investment  managers and  advisers;
                         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.,
                         broker/dealer;  Seligman Services, Inc., broker/dealer;
                         formerly,    Director,   Seligman   Securities,   Inc.,
                         broker/dealer;  and J.  & W.  Seligman  Trust  Company,
                         trust company.

LAWRENCE P. VOGEL        Vice President
    (41)
                         Senior Vice President,  Finance, J. & W. Seligman & Co.
                         Incorporated,   investment   managers   and   advisers;
                         Seligman Financial Services, Inc.,  broker/dealer;  and
                         Seligman Data Corp.,  shareholder  service agent;  Vice
                         President,  the Seligman Group of Investment Companies;
                         and  Seligman  Services,   Inc.,   broker/dealer;   and
                         Treasurer,  Seligman Henderson Co., advisers; formerly,
                         Senior  Vice  President,  Finance,  Seligman  Advisors,
                         Inc., advisers; and Treasurer, Seligman Holdings, Inc.,
                         holding company.
    
                                       7
<PAGE>


   
FRANK J. NASTA           Secretary
    (33)
                         Senior Vice President, Law and Regulation and Corporate
                         Secretary,   J.  &  W.  Seligman  &  Co.  Incorporated,
                         investment  managers  and  advisers;   Secretary,   the
                         Seligman  Group  of  Investment   Companies,   Seligman
                         Financial  Services,  Inc.,   broker/dealer;   Seligman
                         Henderson  Co.,  advisers;   Seligman  Services,  Inc.,
                         broker/dealer;  and  Seligman  Data Corp.,  shareholder
                         service agent; formerly, Senior Vice President, Law and
                         Regulation and Corporate  Secretary,  Seligman Advisors
                         Inc., advisers; and an attorney at Seward & Kissel, law
                         firm.

THOMAS G. ROSE           Treasurer
    (40)
                         Treasurer,  the Seligman Group of Investment  Companies
                         and Seligman Data Corp., shareholder service agent.
    

    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.
<TABLE>
<CAPTION>

                                                         Compensation Table

   
                                                                                   Pension or             Total Compensation
                                                         Aggregate             Retirement Benefits           from Fund and
            Name and                                   Compensation            Accrued as part of          Fund Complex Paid
       Position with Fund                              from Fund(1)               Fund Expenses           to Directors (1)(2)
       ----------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                          <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
   Richard R. Schmaltz, Director                           N/A                        N/A                          N/A
   Ronald T. Schroeder, Director**                         N/A                        N/A                          N/A
   Fred E. Brown, Director Emeritus***                     N/A                        N/A                          N/A
   John R. Galvin, Director                             $5,712.67                     N/A                      $67,000.00
   Alice S. Ilchman, Director                            5,538.62                     N/A                       65,000.00
   Frank A. McPherson                                    5,676.93                     N/A                       66,000.00
   John E. Merow, Director                               5,538.54                     N/A                       65,000.00
   Betsy S. Michel, Director                             5,712.64                     N/A                       67,000.00
   James C. Pitney, Director                             5,400.19                     N/A                       64,000.00
   James Q. Riordan, Director                            5,574.32                     N/A                       66,000.00
   Robert L. Shafer, Director                            5,574.34                     N/A                       66,000.00
   James N. Whitson, Director                            5,815.24(d)                  N/A                       67,000.00(d)
</TABLE>
    

   
(1)  For the Fund's fiscal year ended September 30, 1997.  Effective January 16,
     1998,  the per meeting fee for Directors was increased by $1,000,  which is
     allocated among the Funds in the Fund Complex.

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

**   Retired May 15, 1997.

***  Retired as Director and designated Director Emeritus on March 20, 1997.
    

(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.  The total  amount of
deferred compensation (including interest) payable in respect of the Fund to Mr.
Whitson as of September 30, 1997 was $28,866. Messrs. Merow and Pitney no longer
defer current compensation;  however, they have accrued deferred 
    

                                        8
<PAGE>

   
compensation  in  the  amounts  of  $84,560  and  $60,445,  respectively,  as of
September 30, 1997. The Fund has applied for and received  exemptive relief that
would permit a director who has elected  deferral of his or her fees to choose a
rate of return  equal to either (i) the  interest  rate on  short-term  Treasury
bills,  or (ii)  the  rate of  return  on the  shares  of any of the  investment
companies advised by the manager,  as designated by the director.  The Fund may,
but is not obligated to, purchase  shares of such investment  companies to hedge
its obligations in connection with this deferral arrangement.
    

    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 Fund as a group  owned  less than 1% of the
Class A capital stock of the National  Series at January 2, 1998.  Directors and
officers  of the Fund as a group  owned  201,533  shares or 1.99% of the Class A
capital stock of the New York Series at January 2, 1998. As of the same date, no
Directors  or  officers  of the Fund  owned  Class A capital  stock of any other
Series of the Fund nor did they own any Class D capital  stock of any  Series of
the Fund.
    

                             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, 1997, 1996 and 1995.

SERIES/FISCAL YEAR            MANAGEMENT FEE PAID  % OF AVERAGE DAILY NET ASSETS
NATIONAL SERIES

    Year ended 9/30/97          $  506,520                   0.50%
    Year ended 9/30/96             523,545                   0.50
    Year ended 9/30/95             540,874                   0.50
COLORADO SERIES
    Year ended 9/30/97             254,781                   0.50
    Year ended 9/30/96             267,392                   0.50
    Year ended 9/30/95             277,393                   0.50
GEORGIA SERIES
    Year ended 9/30/97             261,126                   0.50
    Year ended 9/30/96             285,693                   0.50
    Year ended 9/30/95             272,768                   0.45*
LOUISIANA SERIES
    Year ended 9/30/97             283,702                   0.50
    Year ended 9/30/96             301,833                   0.50
    Year ended 9/30/95             309,651                   0.50
MARYLAND SERIES
    Year ended 9/30/97             275,393                   0.50
    Year ended 9/30/96             283,435                   0.50
    Year ended 9/30/95             283,135                   0.50
MASSACHUSETTS SERIES
    Year ended 9/30/97             551,726                   0.50
    Year ended 9/30/96             571,658                   0.50
    Year ended 9/30/95             580,271                   0.50
MICHIGAN SERIES
    Year ended 9/30/97             731,198                   0.50
    Year ended 9/30/96             759,311                   0.50
    Year ended 9/30/95             749,963                   0.50
    
                                       9
<PAGE>


SERIES/FISCAL YEAR            MANAGEMENT FEE PAID  % OF AVERAGE DAILY NET ASSETS
MINNESOTA SERIES

   
    Year ended 9/30/97            $ 629,693                 0.50%
    Year ended 9/30/96              659,120                 0.50
    Year ended 9/30/95              672,792                 0.50
MISSOURI SERIES
    Year ended 9/30/97              262,926                 0.50
    Year ended 9/30/96              254,770                 0.50
    Year ended 9/30/95              233,342                 0.45*
NEW YORK SERIES
    Year ended 9/30/97              416,749                 0.50
    Year ended 9/30/96              423,159                 0.50
    Year ended 9/30/95              432,770                 0.50
OHIO SERIES
    Year ended 9/30/97              787,121                 0.50
    Year ended 9/30/96              839,336                 0.50
    Year ended 9/30/95              847,530                 0.50
OREGON SERIES
    Year ended 9/30/97              285,086                 0.50
    Year ended 9/30/96              301,447                 0.50
    Year ended 9/30/95              270,412                 0.45*
SOUTH CAROLINA SERIES
    Year ended 9/30/97              535,390                 0.50
    Year ended 9/30/96              567,688                 0.50
    Year ended 9/30/95              563,437                 0.50
    

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

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

    The Management  Agreement 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  until  December  29 of each year if (1) such
continuance is approved in the manner  required by the 1940 Act (i.e., by a vote
of a majority of the Board of Directors or of the outstanding  voting securities
of the Series and 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 (2) the
Manager  shall not have  notified the Fund at least 60 days prior to December 29
of any year that it does not desire such continuance.  The Management  Agreement
may be terminated by a Series,  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.  On  December  29,  1988,  a  majority  of  the

                                       10
<PAGE>

outstanding  voting  securities of the Manager was  purchased by Mr.  William C.
Morris and a simultaneous recapitalization of the Manager occurred. See Appendix
C for further history of the Manager.

   
    Officers,  directors and employees of the Manager are permitted to engage in
personal securities  transactions,  subject to the Manager's Code of Ethics (the
"Ethics  Code").  The Ethics Code  proscribes  certain  practices with regard to
personal securities transactions and personal dealings, provides a framework for
the  reporting  and  monitoring  of  personal  securities  transactions  by  the
Manager's  Compliance  Officer,  and sets forth a procedure of identifying,  for
disciplinary  action,  those individuals who violate the Ethics Code. The Ethics
Code  prohibits  each of the officers,  directors and employees  (including  all
portfolio  managers) of the Manager from purchasing or selling any security that
the officer,  director or employee knows or believes (i) was  recommended by the
Manager  for  purchase  or sale by any client,  including  the Fund,  within the
preceding two weeks, (ii) has been reviewed by the Manager for possible purchase
or sale within the preceding two weeks,  (iii) is being purchased or sold by any
client, (iv) is being considered by a research analyst, (v) is being acquired in
a private placement,  unless prior approval has been obtained from the Manager's
Compliance  Officer,  or (vi) is being  acquired  during an initial or secondary
public   offering.   The  Ethics  Code  also   imposes  a  strict   standard  of
confidentiality  and requires  portfolio  managers to disclose any interest they
may have in the  securities  or issuers that they  recommend for purchase by any
client.
    

    The Ethics Code also  prohibits (i) each  portfolio  manager or member of an
investment  team from  purchasing or selling any security  within seven calendar
days of the  purchase or sale of the security by a client's  account  (including
investment  company accounts) for which the portfolio manager or investment team
manages and (ii) each employee  from engaging in short-term  trading (a purchase
and sale or vice-versa  within 60 days). Any profit realized  pursuant to either
of these prohibitions must be disgorged.

    Officers,  directors and  employees are required,  except under very limited
circumstances,  to  engage  in  personal  securities  transactions  through  the
Manager's order desk. The order desk maintains a list of securities that may not
be purchased due to a possible  conflict with clients.  All officers,  directors
and employees are also required to disclose all securities beneficially owned by
them on December 31 of each year.

           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 1940 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 1940 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 1940 Act and the rules thereunder.

    The Plan  requires  that the  Treasurer  of the Fund  shall  provide  to the
Directors,  and the Directors shall review at least quarterly,  a written report
of the amounts expended (and 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, 1997,  1996 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.
    

                                       11
<PAGE>

                     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 A shares  purchased  at net asset  value  without  an
initial  sales load due to the size of the  purchase are subject to a CDSL of 1%
if such shares redeemed  within eighteen months of purchase.  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, 1997,  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                                  $  8.01                         $ .40                      $  8.41
Colorado                                     7.42                           .37                         7.79
Georgia                                      8.12                           .40                         8.52
Louisiana                                    8.28                           .41                         8.69
Maryland                                     8.14                           .41                         8.55
Massachusetts                                7.99                           .40                         8.39
Michigan                                     8.60                           .43                         9.03
Minnesota                                    7.79                           .39                         8.18
Missouri                                     7.82                           .39                         8.21
New York                                     8.28                           .41                         8.69
Ohio                                         8.19                           .41                         8.60
Oregon                                       7.87                           .39                         8.26
South Carolina                               8.16                           .41                         8.57
</TABLE>
    

                                                      CLASS D SHARES

   
                                              Net Asset Value and Maximum
Name of Series                                 Offering Price per Share*
- --------------                                 -------------------------
National                                           $  8.02
Colorado                                              7.42
Georgia                                               8.13
Louisiana                                             8.27
Maryland                                              8.15
Massachusetts                                         7.99
Michigan                                              8.59
Minnesota                                             7.79
Missouri                                              7.82
New York                                              8.29
Ohio                                                  8.23
Oregon                                                7.87
South Carolina                                        8.16

- ---------
*  Class D shares are subject to a CDSL of 1% on redemptions  within one year of
   purchase.  Class A shares purchased at net asset value due to the size of the
   purchase are subject to a CDSL of 1% on redemption  within eighteen months of
   purchase of such shares. See "Redemption of Shares" in the Prospectus.
    

                                       12
<PAGE>

CLASS A SHARES - REDUCED INITIAL SALES LOADS

REDUCTIONS  AVAILABLE.  Shares of any Seligman  Mutual Fund sold with an initial
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 an initial 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 and shares of the other  Seligman  Mutual
Funds sold with an initial  sales load with the total net asset  value of shares
of those mutual funds  already  owned that were sold with an initial  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  Seligman Mutual Fund on
which  there was an initial  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  Seligman  Mutual
Fund on which  there is an initial  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  initial 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 an initial  sales load of the other  Seligman  Mutual
Funds  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
Seligman  Mutual  Fund on which  there was an initial  sales load at the time of
purchase.  Reduced initial 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  -  Class  A" in the  Fund's
Prospectus.

     Class A shares  purchased  without an initial sales load in accordance with
the sales load  schedule in the  Prospectus,  or pursuant to a Volume  Discount,
Right of  Accumulation  or  Letter  of  Intent  are  subject  to a CDSL of 1% on
redemptions of such shares within eighteen months of purchase.

PERSONS  ENTITLED  TO  REDUCTIONS.  Reductions  in initial  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) of the Code, 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," which have at least (i) $500,000 invested in
the Seligman  Group of Mutual  Funds or (ii) 50 eligible  employees to whom such
plan is made  available.  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

                                       13
<PAGE>

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 financial  institution  trust
departments;   to  registered   investment  advisers  exercising   discretionary
investment authority with respect to the purchase of Fund shares; to accounts of
financial  institutions or broker/dealers  that charge account  management fees,
provided the manager or one of its affiliates has entered into an agreement with
respect to such accounts;  pursuant to sponsored arrangements with organizations
which make  recommendations to or permit group  solicitations of, its employees,
members or  participants  in connection with the purchase of shares of the Fund;
to  other  investment  companies  in the  Seligman  Group in  connection  with a
deferred  fee  arrangement  for outside  directors;  and to  "eligible  employee
benefit plans" which have at least (i) $500,000  invested in the Seligman Mutual
Funds  or (ii)  50  eligible  employees  to whom  such  plan is made  available.
"Eligible  employee benefit plan" means any plan or arrangement,  whether or not
tax qualified,  which provides for the purchase of Fund shares.  Sales of shares
to such plans must be made in connection with a payroll deduction system of plan
funding or other system acceptable to Seligman Data Corp.
    

    Class A shares of the Series may be sold at net asset  value to present  and
retired 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 Series.

    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.

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  commissions to all dealers,
of 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, if  applicable,
paid by  investors.  The Fund and SFSI are parties to a  Distribution  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 fiscal years ended  September 30, 1997,  1996 and 1995. Also
included  in the table are the  amounts of CDSL  retained by SFSI for the fiscal
years ended September 30, 1997, 1996 and 1995.
    

                                       14
<PAGE>
<TABLE>
<CAPTION>

   
                                                                      FISCAL 1997
                                                                 -----------------------
  SERIES                SFSI CONCESSIONS          DEALER COMMISSIONS          TOTAL COMMISSIONS       CDSL RETAINED
     ------                ----------------          ------------------          -----------------       -------------
<S>                              <C>                       <C>                          <C>                   <C>   
   National                      $ 8,749                   $ 60,789                     $ 69,538              $1,711
   Colorado                        4,828                     36,405                       41,233                  19
   Georgia                         7,820                     56,992                       64,812               6,039
   Louisiana                       6,792                     49,286                       56,078                  26
   Maryland                        7,366                     52,904                       60,270               2,223
   Massachusetts                  10,093                     74,691                       84,784                 260
   Michigan                       18,739                    141,150                      159,889                 398
   Minnesota                       9,979                     75,908                       85,887                 372
   Missouri                        4,557                     36,025                       40,582                  64
   New York                       11,532                     84,357                       95,889                   5
   Ohio                           16,992                    124,695                      141,687                 668
   Oregon                          9,740                     74,960                       84,700                 105
   South Carolina                 17,715                    133,456                      151,171                 724
</TABLE>

    
<TABLE>
<CAPTION>

                                                                       FISCAL 1996
                                                                  ------------------------ 
     SERIES                SFSI CONCESSIONS          DEALER COMMISSIONS          TOTAL COMMISSIONS       CDSL RETAINED
     ------                ----------------          ------------------          -----------------       -------------
<S>                              <C>                       <C>                          <C>                   <C>   
   National                      $15,618                   $120,046                     $135,664              $1,933
   Colorado                        6,810                     50,693                       57,503                 ---
   Georgia                        10,864                     82,566                       93,430                 280
   Louisiana                      11,649                     85,328                       96,977                 131
   Maryland                       10,368                     73,461                       83,829                 370
   Massachusetts                  13,360                     93,885                      107,245                 641
   Michigan                       21,956                    161,994                      183,950               1,551
   Minnesota                      22,738                    168,882                      191,620                 258
   Missouri                        7,979                     61,487                       69,466               1,486
   New York                       11,497                     86,499                       97,996               1,810
   Ohio                           20,073                    150,807                      170,880                 ---
   Oregon                         13,323                    100,702                      114,025                 192
   South Carolina                 32,649                    237,864                      270,513               3,624
</TABLE>

<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
</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
years ended  September 30, 1997 and 1996 and for the period ended  September 30,
1995,  SSI  received  commissions  and  distribution  and  service  fees  in the
following amounts:
    

                                       15

<PAGE>

<TABLE>
<CAPTION>

                          FISCAL 1997                           FISCAL 1996                          FISCAL 1995
                          -----------                           -----------                          -----------
                                 DISTRIBUTION AND                      DISTRIBUTION AND                     DISTRIBUTION AND
SERIES          COMMISSIONS      SERVICE FEES        COMMISSIONS       SERVICE FEES       COMMISSIONS       SERVICE FEES
- ------          -----------      ------------        -----------       ------------       -----------       ------------
<S>                    <C>            <C>                  <C>              <C>                  <C>             <C>    
National               $  456         $ 6,388              $ 1,736          $ 6,257              $   531         $ 2,983
Colorado                4,678           2,918                4,437            2,997                3,110           1,444
Georgia                   283             988                  525              667                1,598             221
Louisiana                  21             685                  ---              647                    0             366
Maryland                  523           1,425                1,251            1,399                1,327             772
Massachusetts           1,865           2,080                  689            2,555                  417           1,059
Michigan                  515           2,537                1,315            2,656                  245             914
Minnesota                 594           2,087                1,717            2,122                   11             925
Missouri                1,220           3,261                1,754            3,149                  444           1,371
New York                2,889          12,398                2,144            8,922                1,211           2,976
Ohio                    1,485           3,132                2,276            2,929                1,245           1,392
Oregon                     24           1,417                  763              797                  750             394
South Carolina          2,582           1,576                2,229            1,484                1,247             749
</TABLE>


                                      TAXES

   
    Under  the Code,  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 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 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) and the Series  diversify  its
holdings so that, at the end of each quarter of the taxable  year,  (i) at least
50% of the market value of the Series'  assets is  represented  by cash,  United
States Government  securities and other securities limited in respect of any one
issuer to an amount not  greater  than 5% of the  Series'  assets and 10% of the
outstanding  voting securities of such issuer, and (ii) not more than 25% of the
value of its assets is invested in the  securities of any one issuer (other than
U.S. Government securities).
    

                                    VALUATION

   
    The net  asset  value  per  share of each  class of a Series  of the Fund is
determined  as of the close of regular  trading  on the New York Stock  Exchange
("NYSE") (normally,  4:00 p.m. Eastern time), on each day that the NYSE is open.
The Fund and the NYSE are  currently  closed on New Year's  Day,  Martin  Luther
King, Jr. 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.  Municipal  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.

                                       16
<PAGE>

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  municipal  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, 1997 for each
Series'  Class  A  shares  was  as  follows:   National-4.31%,   Colorado-3.90%,
Georgia-4.13%,     Louisiana-4.28%,     Maryland-4.23%,     Massachusetts-4.33%,
Michigan-4.34%,  Minnesota-4.11%,  Missouri-4.03%,  New York-4.23%,  Ohio-4.24%,
Oregon-4.27%,  and South  Carolina-4.18%.  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,
1997,  which  was the last day of this  period.  The  average  number of Class A
shares    per    Series    was:     National-12,228,298,     Colorado-6,726,538,
Georgia-6,255,605,           Louisiana-6,794,561,            Maryland-6,465,872,
Massachusetts-13,793,524,       Michigan-16,774,608,       Minnesota-15,674,714,
Missouri-6,717,933, New York-10,125,957,  Ohio-18,882,789,  Oregon-7,035,087 and
South   Carolina-12,385,932  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,  1997  for  each  Series'  Class A shares  was as  follows:  National-7.14%,
Colorado-6.79%,      Georgia-7.27%,       Louisiana-7.53%,       Maryland-7.51%,
Massachusetts-8.14%,   Michigan-7.51%,   Minnesota-7.43%,   Missouri-7.09%,  New
York-7.54%,   Ohio-7.55%,   Oregon-7.74%  and  South  Carolina-7.44%.   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-46.86%,    Michigan-42.26%,
Minnesota-44.73%,  Missouri-43.22%, New York-43.90%, Ohio-43.83%,  Oregon-45.04%
and South  Carolina-43.83% which percentages assume the maximum combined federal
and state  income tax rate for  individual  taxpayers  that are  subject to such
state's personal income taxes.  Then the small portion of the yield (for all the
Series except the National  Series)  attributable  to  securities  the income of
which was exempt only for  federal  income tax  purposes  was  determined.  This
portion  of the  yield was then  divided  by one minus  39.6%  (39.6%  being the
maximum federal income tax rate).  These two calculations were then added to the
portion  of the  Class A shares  yield,  if any,  that was not  attributable  to
securities, the income of which was not tax exempt.

    The average annual total return for the one-year  period ended September 30,
1997  for  each  Series'   Class  A  shares  was  as  follows:   National-4.26%,
Colorado-2.24%,      Georgia-3.52%,       Louisiana-3.00%,       Maryland-2.51%,
Massachusetts-2.99%,   Michigan-3.04%,   Minnesota-1.81%,   Missouri-2.64%,  New
York-4.23%, Ohio-2.48%, Oregon-3.46% and South Carolina-2.89%; for the five-year
period ended on September  30, 1997 for each of the Series'  Class A shares was:
National-5.85%, Colorado-4.88%, Georgia-5.81%, Louisiana-5.42%,  Maryland-5.52%,
Massachusetts-5.61%,   Michigan-5.62%,   Minnesota-5.22%,   Missouri-5.37%,  New
York-6.16%, Ohio-5.35%, Oregon-5.40%, and South Carolina-5.47%; for the ten-year
period  ended  on  September  30,  1997  for each  Series'  Class A shares  was:
National-8.08%, Colorado-7.30%, Georgia-8.42%, Louisiana-7.81%,  Maryland-7.91%,
Massachusetts-7.86%,   Michigan-8.18%,   Minnesota-7.32%,   Missouri-7.92%,  New
York-8.19%,  Ohio-7.88%,  Oregon-8.07% and South  Carolina-8.08%.  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 of each 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).
    

                                       17
<PAGE>

   
    The annualized yield for the 30-day period ended September 30, 1997 for each
Series'  Class  D  shares  was  as  follows:   National-3.63%,   Colorado-3.20%,
Georgia-3.44%,     Louisiana-3.60%,     Maryland-3.55%,     Massachusetts-3.65%,
Michigan-3.67%,  Minnesota-3.42%,  Missouri-3.31%,  New York-3.54%,  Ohio-3.56%,
Oregon-3.58% and South Carolina-3.49%.  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, 1997 which was the last day of this period.  The
average  number  of  Class D  shares  were:  National-583,091,  Colorado-32,059,
Georgia-308,801,  Louisiana-49,277,   Maryland-249,154,   Massachusetts-155,927,
Michigan-200,760,    Minnesota-230,012,   Missouri-57,477,   New   York-165,657,
Ohio-138,905,  Oregon-207,720 and South  Carolina-448,548  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,  1997  for  each  Series'  Class D shares  was as  follows:  National-6.01%,
Colorado-5.57%,      Georgia-6.06%,       Louisiana-6.34%,       Maryland-5.63%,
Massachusetts-6.86%,   Michigan-6.35%,   Minnesota-6.18%,   Missouri-5.83%,  New
York-6.31%,   Ohio-6.34%,   Oregon-6.49%  and  South  Carolina-6.21%.   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,
1997  for  each  Series'   Class  D  shares  was  as  follows:   National-7.56%,
Colorado-5.34%,      Georgia-6.67%,       Louisiana-6.07%,       Maryland-5.80%,
Massachusetts-6.29%,   Michigan-6.19%,   Minnesota-4.89%,   Missouri-5.60%,  New
York-7.60%,  Ohio-5.57%,  Oregon-6.77%,  and  South  Carolina-6.15%;  and  since
inception  through the period ended  September  30, 1997 for each of the Series'
Class   D   shares   was:   National-3.71%,    Colorado-3.09%,    Georgia-4.19%,
Louisiana-3.94%,    Maryland-3.97%,     Massachusetts-4.02%,     Michigan-3.98%,
Minnesota-3.29%,  Missouri-3.71%, New York-4.27%, Ohio-3.84%,  Oregon-4.01%, and
South  Carolina-3.97%.  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,
1997 or from the commencement of a Series'  operation through September 30, 1997
assuming investment of all dividends and capital gain distributions.
    
<TABLE>
<CAPTION>
   
                                                             CLASS A SHARES
                      VALUE OF              CAPITAL               VALUE           TOTAL VALUE
YEAR                   INITIAL                GAIN                 OF                  OF             TOTAL
ENDED 1             INVESTMENT 2          DISTRIBUTIONS         DIVIDENDS         INVESTMENT 2       RETURN 1,3
- -------             ------------          -------------         ---------         ------------       ----------
<S>                     <C>                    <C>                <C>                <C>             <C>    
NATIONAL
9/30/88                 $  982                 $   48             $  79              $1,109
9/30/89                    994                     51               160               1,205
9/30/90                    956                     64               234               1,254
9/30/91                  1,015                     81               336               1,432
9/30/92                  1,037                     88               434               1,559
9/30/93                  1,121                    122               566               1,809
9/30/94                    923                    193               551               1,667
9/30/95                    975                    204               680               1,859
9/30/96                    990                    207               791               1,988
9/30/97                  1,030                    215               930               2,175          117.48%
COLORADO
9/30/88                  1,025                      7                74               1,106
9/30/89                  1,054                      7               153               1,214
9/30/90                  1,032                      7               228               1,267
9/30/91                  1,078                      7               323               1,408
9/30/92                  1,096                      7               414               1,517
9/30/93                  1,158                     24               525               1,707
9/30/94                  1,057                     39               561               1,657
9/30/95                  1,089                     40               670               1,799
9/30/96                  1,086                     39               760               1,885
9/30/97                  1,107                     40               875               2,022          102.23%
</TABLE>
    
                                                                 18
<PAGE>
<TABLE>
<CAPTION>
   
                      VALUE OF              CAPITAL               VALUE           TOTAL VALUE
YEAR                   INITIAL                GAIN                 OF                  OF             TOTAL
ENDED 1             INVESTMENT 2          DISTRIBUTIONS         DIVIDENDS         INVESTMENT 2       RETURN 1,3
- -------             ------------          -------------         ---------         ------------       ----------
<S>                    <C>                        <C>             <C>               <C>              <C>    
GEORGIA
9/30/88                $ 1,041                    $ -             $  79             $ 1,120
9/30/89                  1,071                      2               160               1,233
9/30/90                  1,054                      4               239               1,297
9/30/91                  1,121                      5               344               1,470
9/30/92                  1,153                     12               447               1,612
9/30/93                  1,238                     22               577               1,837
9/30/94                  1,098                     37               600               1,735
9/30/95                  1,147                     66               725               1,938
9/30/96                  1,156                     80               829               2,065
9/30/97                  1,192                     90               961               2,243          124.34%
LOUISIANA
9/30/88                  1,008                      8                76               1,092
9/30/89                  1,020                     16               155               1,191
9/30/90                    997                     25               231               1,253
9/30/91                  1,058                     31               333               1,422
9/30/92                  1,084                     38               429               1,551
9/30/93                  1,137                     60               542               1,739
9/30/94                  1,027                     69               576               1,672
9/30/95                  1,053                    104               687               1,844
9/30/96                  1,056                    118               787               1,961
9/30/97                  1,070                    147               904               2,121          112.14%
MARYLAND
9/30/88                  1,025                      7                71               1,103
9/30/89                  1,053                      7               147               1,207
9/30/90                  1,033                      7               221               1,261
9/30/91                  1,101                      7               320               1,428
9/30/92                  1,130                     13               415               1,558
9/30/93                  1,199                     35               531               1,765
9/30/94                  1,069                     65               559               1,693
9/30/95                  1,104                    100               673               1,877
9/30/96                  1,108                    108               774               1,990
9/30/97                  1,129                    121               892               2,142          114.16%
MASSACHUSETTS
9/30/88                  1,008                     14                75               1,097
9/30/89                  1,012                     21               153               1,186
9/30/90                    961                     32               223               1,216
9/30/91                  1,039                     38               331               1,408
9/30/92                  1,066                     47               433               1,546
9/30/93                  1,130                     65               555               1,750
9/30/94                  1,013                     97               588               1,698
9/30/95                  1,047                    108               706               1,861
9/30/96                  1,038                    133               801               1,972
9/30/97                  1,057                    155               920               2,132          113.16%
MICHIGAN
9/30/88                  1,012                     17                76               1,105
9/30/89                  1,038                     21               156               1,215
9/30/90                  1,005                     34               231               1,270
9/30/91                  1,067                     40               332               1,439
9/30/92                  1,105                     50               436               1,591
9/30/93                  1,157                     90               551               1,798
9/30/94                  1,056                     98               592               1,746
9/30/95                  1,087                    112               713               1,912
9/30/96                  1,078                    142               810               2,030
9/30/97                  1,096                    167               933               2,196          119.58%
</TABLE>
    
                                                                 19
<PAGE>
<TABLE>
<CAPTION>
   
                      VALUE OF              CAPITAL               VALUE           TOTAL VALUE
YEAR                   INITIAL                GAIN                 OF                  OF             TOTAL
ENDED 1             INVESTMENT 2          DISTRIBUTIONS         DIVIDENDS         INVESTMENT 2       RETURN 1,3
- -------             ------------          -------------         ---------         ------------       ----------
<S>                    <C>                       <C>              <C>               <C>              <C>    
MINNESOTA
9/30/88                $ 1,005                   $ 13             $  74             $ 1,092
9/30/89                  1,016                     17               150               1,183
9/30/90                  1,002                     25               225               1,252
9/30/91                  1,044                     27               320               1,391
9/30/92                  1,055                     29               414               1,498
9/30/93                  1,107                     56               531               1,694
9/30/94                  1,032                     75               589               1,696
9/30/95                  1,046                     79               700               1,825
9/30/96                  1,026                     83               788               1,897
9/30/97                  1,041                     84               902               2,027          102.74%
MISSOURI
9/30/88                  1,029                      8                75               1,112
9/30/89                  1,055                      8               152               1,215
9/30/90                  1,047                      8               227               1,282
9/30/91                  1,118                      9               329               1,456
9/30/92                  1,131                     21               419               1,571
9/30/93                  1,205                     35               538               1,778
9/30/94                  1,073                     53               565               1,691
9/30/95                  1,116                     73               683               1,872
9/30/96                  1,117                     91               781               1,989
9/30/97                  1,134                    114               895               2,143          114.25%
NEW YORK
9/30/88                    991                     28                74               1,093
9/30/89                  1,008                     33               154               1,195
9/30/90                    969                     38               227               1,234
9/30/91                  1,039                     41               333               1,413
9/30/92                  1,064                     55               433               1,552
9/30/93                  1,145                     84               559               1,788
9/30/94                  1,004                    111               577               1,692
9/30/95                  1,029                    157               692               1,878
9/30/96                  1,045                    159               804               2,008
9/30/97                  1,084                    171               943               2,198          119.81%
OHIO
9/30/88                    995                     30                77               1,102
9/30/89                  1,006                     33               158               1,197
9/30/90                    983                     47               235               1,265
9/30/91                  1,040                     52               337               1,429
9/30/92                  1,069                     61               438               1,568
9/30/93                  1,132                     79               558               1,769
9/30/94                  1,020                    103               591               1,714
9/30/95                  1,046                    124               708               1,878
9/30/96                  1,044                    132               809               1,985
9/30/97                  1,057                    151               927               2,135          113.46%
OREGON
9/30/88                  1,048                      -                75               1,123
9/30/89                  1,082                      -               153               1,235
9/30/90                  1,067                      -               229               1,296
9/30/91                  1,138                      -               330               1,468
9/30/92                  1,166                      -               425               1,591
9/30/93                  1,239                      -               546               1,785
9/30/94                  1,140                     13               589               1,742
9/30/95                  1,175                     18               707               1,900
9/30/96                  1,173                     20               807               2,000
9/30/97                  1,207                     32               933               2,172          117.22%
</TABLE>
    

                                                                 20

<PAGE>
<TABLE>
<CAPTION>
   
                      VALUE OF              CAPITAL               VALUE           TOTAL VALUE
YEAR                   INITIAL                GAIN                 OF                  OF             TOTAL
ENDED 1             INVESTMENT 2          DISTRIBUTIONS         DIVIDENDS         INVESTMENT 2       RETURN 1,3
- -------             ------------          -------------         ---------         ------------       ----------
<S>                    <C>                       <C>              <C>               <C>              <C>    
SOUTH CAROLINA
9/30/88                $ 1,030                   $  -             $  77             $ 1,107
9/30/89                  1,054                      1               156               1,211
9/30/90                  1,033                      1               231               1,265
9/30/91                  1,102                      8               332               1,442
9/30/92                  1,143                     11               433               1,587
9/30/93                  1,218                     16               552               1,786
9/30/94                  1,087                     39               578               1,704
9/30/95                  1,139                     44               703               1,886
9/30/96                  1,153                     49               812               2,014
9/30/97                  1,165                     81               929               2,175          117.52%
</TABLE>
    

                                                           CLASS D SHARES
<TABLE>
<CAPTION>
   
                      VALUE OF              CAPITAL               VALUE           TOTAL VALUE
YEAR                   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                 $  876                   $  -             $  24             $   900
9/30/95                    923                      -                69                 992
9/30/96                    939                      -               114               1,053
9/30/97                    978                      -               165               1,143           14.29%
COLORADO
9/30/94                    918                      -                25                 943
9/30/95                    944                      -                67               1,011
9/30/96                    942                      -               109               1,051
9/30/97                    961                      -               157               1,118           11.78%
GEORGIA
9/30/94                    899                      -                25                 924
9/30/95                    939                     15                68               1,022
9/30/96                    946                     22               111               1,079
9/30/97                    976                     26               160               1,162           16.22%
LOUISIANA
9/30/94                    910                      -                25                 935
9/30/95                    932                     18                71               1,021
9/30/96                    935                     26               115               1,076
9/30/97                    947                     41               164               1,152           15.22%
MARYLAND
9/30/94                    913                      -                25                 938
9/30/95                    942                     18                69               1,029
9/30/96                    944                     23               113               1,080
9/30/97                    963                     29               161               1,153           15.33%
MASSACHUSETTS
9/30/94                    920                      -                27                 947
9/30/95                    948                      4                73               1,025
9/30/96                    941                     18               118               1,077
9/30/97                    959                     29               167               1,155           15.53%
MICHIGAN
9/30/94                    919                      -                26                 945
9/30/95                    948                      5                71               1,024
9/30/96                    938                     22               116               1,076
9/30/97                    954                     35               165               1,154           15.39%
</TABLE>
    

                                                                 21

<PAGE>
<TABLE>
<CAPTION>
   
                      VALUE OF              CAPITAL               VALUE           TOTAL VALUE
YEAR                   INITIAL                GAIN                 OF                  OF             TOTAL
ENDED 1             INVESTMENT 2          DISTRIBUTIONS         DIVIDENDS         INVESTMENT 2       RETURN 1,3
- -------             ------------          -------------         ---------         ------------       ----------
<S>                     <C>                      <C>              <C>               <C>               <C>    
MINNESOTA
9/30/94                 $  940                   $  -             $  29             $   969
9/30/95                    951                      2                79               1,032
9/30/96                    934                      4               125               1,063
9/30/97                    948                      4               174               1,126           12.60%
MISSOURI
9/30/94                    904                      -                24                 928
9/30/95                    939                     10                68               1,017
9/30/96                    941                     20               111               1,072
9/30/97                    954                     32               157               1,143           14.27%
NEW YORK
9/30/94                    897                      -                26                 923
9/30/95                    920                     23                71               1,014
9/30/96                    933                     24               116               1,073
9/30/97                    970                     28               168               1,166           16.56%
OHIO
9/30/94                    920                      -                26                 946
9/30/95                    947                     10                71               1,028
9/30/96                    944                     15               118               1,077
9/30/97                    956                     24               168               1,148           14.79%
OREGON
9/30/94                    926                      -                26                 952
9/30/95                    954                      3                70               1,027
9/30/96                    953                      4               115               1,072
9/30/97                    981                     10               164               1,155           15.51%
SOUTH CAROLINA
9/30/94                    904                      -                25                 929
9/30/95                    947                      2                69               1,018
9/30/96                    957                      4               115               1,076
9/30/97                    969                     21               163               1,153           15.34%
</TABLE>
    
- ---------------

   
1   For the ten-year  period ended  September  30, 1997 for Class A shares;  and
    from commencement of operations for 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 and CDSL, if  applicable,  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"  reflects the effect of the
    CDSL,  if  applicable,  and assumes  investment of all dividends and capital
    gain distributions.
    

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

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

    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.

                                       22
<PAGE>

                               GENERAL INFORMATION

    The Fund is a Maryland corporation, authorized to issue 1,300,000,000 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 be submitted 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, 801 Pennsylvania, 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,
1997 contains a schedule of the  investments  of each of the Fund's Series as of
September 30, 1997, as well as certain other  financial  information  as of that
date. The financial  statements and notes included in the Annual Report, and the
Independent Auditor's Report thereon, are incorporated herein by reference.  The
Annual Report will be furnished, without charge, to investors who request copies
of this Statement of Additional Information.
    

                                       23
<PAGE>

                                   APPENDIX A

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")
MUNICIPAL BONDS

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

    Aa:  Municipal  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:  Municipal  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:  Municipal  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:  Municipal  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: Municipal 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:  Municipal 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:  Municipal  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:  Municipal  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.

MUNICIPAL NOTES

    Moody's  ratings  for  municipal  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.

                                       24
<PAGE>

COMMERCIAL PAPER

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

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

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

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

STANDARD & POOR'S CORPORATION ("S&P")
MUNICIPAL BONDS

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

    AA:  Municipal  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: Municipal  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: Municipal 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:  Municipal  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.

                                       25

<PAGE>

COMMERCIAL PAPER

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

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

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

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

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

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

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

    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.

                                       26

<PAGE>
   
                                   APPENDIX B

SPECIAL FACTORS AFFECTING THE COLORADO MUNICIPAL 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  1,900  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.  As of 1995,  public  debt in
Colorado totalled  approximately $16.9 billion, up 33% from 1990. Of that total,
local government debt accounts for $14.1 billion.  (Report of the State Auditor:
Government Debt in Colorado,  Special Study Fiscal Years 1994 Through 1995). 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% of its actual value
in 1996,  and will be  assessed at 9.74% of actual  value in 1997-98.  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.

    The final figure for fiscal year 1996 for assessed value of all taxable real
property  in the  state  is  $33,595,086,130,  of which  approximately  47.0% is
residential, and 32.5% is commercial and industrial. Total revenue from property
taxes in 1995 was  $2,784,138,646.  Figures  for  fiscal  year  1997 are not yet
available.

    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.  Without voter approval, revenue may grow
only to account for inflation and increases in population.

    State General Fund and cash  non-exempt  revenues  exceeded the TABOR limits
for the first  time in fiscal  year  1996-97.  Excess  revenue  totalled  $139.0
million, which TABOR requires to be refunded to taxpayers. The state legislature
voted to refund  $142.1  million to taxpayers by way of credits  against  income
taxes due for 1997.  (The  legislature  authorized a refund of $142.1 million to
assure that at least the required $139.0 million is refunded.)

    Both the Colorado Legislative Council (Staff Report,  December 1997) and the
Office of State Planning and Budgeting (Colorado Economic Perspective,  December
20, 1997) project that TABOR  rebates will become the norm in state  finances in
the coming years. For fiscal year 1997-98,  allowed revenue growth for the state
is expected to be 5.5%,  but state  revenue is projected to exceed the new limit
in the range of $324.8 to $360.1  million.  For  fiscal  year  1998-99,  allowed
revenue  growth  is  expected  to be 5.3 - 5.4%  and  excess  state  revenue  is
projected in the range of $286.1 to $294.9  million.  The  Colorado  Legislative
Council  projects  excess  revenue  will exceed $200  million  each year through
fiscal year 2002-03.  The Office of State Budgeting and Planning projects excess
revenue will  gradually  decrease  after fiscal year 1997-98 and projects  state
revenue within the TABOR limit in fiscal year 2002-03.

    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  economic
difficulties  and their impact on state and local  government  finances will not
adversely  affect the market  value of  obligations  of the  Colorado  Municipal
Series or the ability of the respective obligors to pay the debt service on such
obligations.

    Colorado  experienced an approximately  2.0% increase in population in 1996,
down  from  a  2.3%  increase  in  1995,  with  a  net  positive   migration  of
approximately 45,250 in 1996.  Preliminary  estimates indicate  in-migration and
population  growth  continued  at  approximately  the  same  rate in 1997 - with
estimates of 1.9 to 2.0% population growth.  Colorado economists expect positive
migration into Colorado to continue through 1998,  though at a slower rate, with
population growth of 1.8% predicted for that year.
    
                                       27
<PAGE>
   
    Local economists have predicted  employment  growth of between 2.5% and 3.2%
in 1998.  This is similar to the 2.5 - 3.4%  estimated  growth for 1997 and 3.4%
growth in 1996. During 1997, job growth occurred in every major non-agricultural
employment  sector  except  oil,  gas and  mining.  The  University  of Colorado
Business   Economic   Outlook   predicts   growth   in  1998  in   every   major
non-agricultural  employment  sector,  with the  strongest  growth in  services,
government and wholesale/retail trade, but a shortage of labor to fill positions
is a major concern.  The unemployment rate in Colorado dropped to a historic low
in July 1997  according  to the  Colorado  Legislative  Council  (Staff  Report,
December  1997).  Colorado  National Bank predicts a continuing  labor  shortage
through 1998 and concludes that this is the largest problem facing businesses in
the state.

    The increase in personal income in 1997 is estimated by Colorado  economists
in the range of 6.5% to 7.0%,  and they forecast the same for 1998. In 1997, the
Denver-Boulder metropolitan area's inflation rate, projected to be 3.4% to 3.5%,
outpaced nationwide  inflation of 2.4% to 2.7%. Colorado economists forecast the
Denver-Boulder  metropolitan  area's inflation rate for 1998 at between 3.3% and
3.6%, as compared to an inflation rate forecast of between 2.4% and 3.2% for the
nation.  Retail sales increased by approximately 6.0% to 7.0% in 1997, down from
the 1996 increase of between 6.7% and 7.4%.  Colorado economists are forecasting
an increase in retail sales in the range of 6.1% to 6.6% in 1998.

    Colorado's  home-building  industry  showed  strong growth from 1990 through
1996.  Growth  slowed in 1997 and  forecasts  for 1998 are mixed.  Two forecasts
predict that new housing permits will drop between 5.4% and 8.0% in 1998.  Other
economists  predict a 3.7% increase in housing  contracts and a 1.0% rise in the
value  of new  home  construction  in 1998.  Non-residential  construction  will
continue  to grow but not at the pace of 1996,  when  growth  measured  23.4% to
34.2%.  1997  saw  non-residential  construction  grow  by 7.4%  to  12.5%,  and
predictions  for 1998 are in the range between 2.9% and 8.8%. One study predicts
modest,  steady  growth  for  several  years.  Another  economist  notes  that a
substantial  increase in military base  construction (to $113.9 million in 1998)
will offset a decrease in retail construction.

    Local  economists  concur that  Colorado's  economic  expansion of the early
1990's is decelerating  and that in 1998 the state will transition from a period
of relative boom to a period of more normal growth.  One possible danger sign is
the growth of business  failures in  Colorado.  Dun &  Bradstreet  reports  that
failures  rose  51.5%  in  1996,  compared  to a 1% rise  nationwide.  (Colorado
National  Bank's 1998 Economic  Forecast)  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 MUNICIPAL 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 AAA and Fitch rates such bonds AAA.  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 1997, the State's highest total annual commitment in any
current or subsequent  fiscal year equaled  5.39% of fiscal year 1997  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 

                                       28
<PAGE>

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 municipal obligations issued within the State.

   
    The State operates on a fiscal year beginning July 1 and ending June 30. For
example, "fiscal 1997" refers to the year ended June 30, 1997.

    Based on data  issued by the State of  Georgia  for the  fiscal  year  1997,
income tax  receipts  and sales tax  receipts  of the State for fiscal year 1997
comprised approximately 46.0% and 36.4%, respectively of the State tax receipts.
Further,  such data shows that total  State  Treasury  Receipts  for fiscal 1997
($11,905,916,973)  increased  by  approximately  6.6% over such  State  Treasury
Receipts in fiscal 1996. As of August 1997, the State estimates Tax Receipts for
1998 at $11,777,598,880.

    The average  annual  unemployment  rate of the  civilian  labor force in the
State  for May 1997 was 4.4%  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,  services,  wholesale  and retail  trade,  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 MUNICIPAL 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 Municipal 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

                                       29
<PAGE>

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
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  of  Louisiana  has  experienced  recurring  budget
surpluses which have been applied to the reduction of outstanding  debts.  These
surplus  funds,  under  current  laws,  are used to retire  existing  debt.  The
Louisiana  Commissioner of Administration has announced an estimated surplus for
the 1996-97 fiscal year of between $80 and $300 million. This would be the fifth
consecutive year of budget surplus.
    

   
    A statewide  referendum on the continued legality of video poker,  riverboat
gambling, and land based gaming resulted in a continuation of all three forms of
gaming near the major urban areas of Louisiana (Shreveport,  Lake Charles, Baton
Rouge,  New  Orleans,  as well as Indian  casino  gaming  near  Lafayette).  The
Harrah's Casino in New Orleans  continued to be in a Chapter 11 bankruptcy which
could be  resolved  by a  resumption  of  construction  and the  payment of $100
million per year to the State of Louisiana or by the  liquidation  of its assets
by the bankruptcy court.
    

    The  continuation of general fund surpluses does not assure the revenues for
bonds  not  entitled  to the full  faith  and  credit  of the  State  and  that,
therefore, are not secured by the Bond Security and Redemption Fund. Examples of
these bonds include general obligation parish bond issues,  revenue bonds issued
by the State of Louisiana or a parish or other political  subdivision or agency,
and industrial  development bonds.  Revenue bonds are payable only from revenues
derived from a specific facility or revenue source. Industrial development bonds
are generally  secured  solely by the revenues  served from payments made by the
industrial users.  With respect to bonds issued by local political  subdivisions
or agencies,  because the 64 parishes  within the State of Louisiana are subject
to their own revenue and  expenditure  problems,  current and long-term  adverse
developments  affecting their revenue sources and their general economy may have
a detrimental impact on such bonds.  Similarly,  adverse developments  affecting
Louisiana's  state and local economy could have a detrimental  impact on revenue
bonds and industrial development bonds.

   
    Louisiana  gained 24,700 jobs from October 1996 to October  1997.  The 1.34%
rate of job  growth  produced a decline in the  statewide  unemployment  rate to
5.7%. The continued  growth of the Louisiana  economy,  as well as the growth of
tax collections due to offshore oil exploration and gaming revenues, allowed the
State, effective July 1, 1997, to repeal one penny of the four
    

                                       30
<PAGE>

   
penny temporary sales taxes originally enacted in 1986. Even with this reduction
in the sales tax rate, a budgetary surplus still appears very possible.

    The  expansion of deep water  offshore oil  exploration  activity has led to
shortages of skilled labor for the petrochemical services, shipbuilding, oil rig
construction,  and boat  repair  yard  industries  throughout  south  Louisiana.
Layoffs by garment makers and employment  downsizing  caused by  acquisitions of
major firms  headquartered  in Louisiana  are  offsetting  some of the job gains
caused  by  the   petrochemical   expansion.   Compared  to  the  4.7%  national
unemployment rate, there is still sufficient unemployed labor force in Louisiana
to allow for continued orderly growth in employment.
    

SPECIAL FACTORS AFFECTING THE MARYLAND MUNICIPAL 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  July 30,  1997,
relating to issues of State of Maryland general obligations and does not purport
to be a complete description.

    The State's  total  expenditures  for the fiscal years ending June 30, 1994,
June 30,  1995 and June 30,  1996 were  $12.351  billion,  $13.528  billion  and
$14.169 billion,  respectively. As of July 30, 1997, it was estimated that total
expenditures for fiscal year 1997 would be $15.221 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  50%-55% of
each year's total budget,  had an unreserved surplus on a budgetary basis of $60
million in fiscal year 1994,  an  unreserved  surplus of $133  million in fiscal
year 1995 and an unreserved  surplus of $13.1 million (of which $3.1 million was
designated for fiscal 1997 operations) in fiscal year 1996. As of July 30, 1997,
the unreserved  surplus in fiscal year 1997 was estimated to be $144.5  million.
The State Constitution mandates a balanced budget.

    In April 1997, the General Assembly approved the $15.438 billion 1998 fiscal
year budget (the "1998 Budget"). The 1998 Budget includes $3.1 billion in aid to
local  governments  (reflecting  a $200 million  increase  over fiscal 1997) and
incorporates  the first  year of a  five-year  phase-in  of a 10%  reduction  in
personal  income taxes  estimated to reduce  revenues by $450 million when fully
phased in. Based on the 1998 Budget,  as of July 30, 1997,  the State  estimated
that the  general  fund  surplus on a  budgetary  basis at June 30, 1998 will be
approximately  $27.9 million.  The State also maintains a Revenue  Stabilization
Account in its Reserve  Fund to retain  State  revenues  for future needs and to
reduce  the need for  future  tax  increases.  As of July 30,  1997,  the  State
estimated  that  the  balance  in the  Revenue  Stabilization  Account  would be
approximately $554 million at June 30, 1998.
    

    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 also rated "Aaa"  (provisional) by Moody's and "AAA" 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 "Aa3" by Moody's and "AA-" by
S&P.  The general  obligation  bonds of those  other  counties of the State with
populations  in excess of 100,000 that are rated by Moody's  carry an "A" rating
or better.  Baltimore City's 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.

                                       31

<PAGE>


SPECIAL FACTORS AFFECTING THE MASSACHUSETTS MUNICIPAL SERIES

    The Commonwealth of Massachusetts and certain of its cities, towns, counties
and other political  subdivisions  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  Municipal
Obligations to maintain debt service on their obligations.

   
    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.  Total  expenditures  and  other  uses for  fiscal  1996  totaled
approximately  $17.925  billion and total  revenues  and other  sources  totaled
approximately  $18.371  billion.  Overall,  the budgeted  operating  funds ended
fiscal 1996 with an excess of revenues and other sources over  expenditures  and
other uses of $446 million,  and with  positive  fund balances of  approximately
$1.172  billion.  Total  expenditures  and other  uses for fiscal  1997  totaled
approximately  $18.389  billion and total  revenues  and other  sources  totaled
approximately  $18.571 billion.  The budgeted  operating funds ended fiscal 1997
with an excess of revenues and other sources over expenditures and other uses of
$182  million,   and  with  positive  fund  balances   (after  the  transfer  of
approximately  $161 million to capital  improvements)  of  approximately  $1.194
billion.

    The  fiscal  1998  budget is based on  estimated  total  revenues  and other
sources of approximately $18.691 billion.  Total expenditures and other uses for
fiscal 1998 are currently  estimated at approximately  $18.915.  The fiscal 1998
budget proposes that the $224 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 1998, to produce  estimated  ending fund
balances for fiscal 1998 of approximately  $970 million.  The fiscal 1998 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,  fiscal  1995,  fiscal  1996 and fiscal 1997 and is
expected to increase again in fiscal 1998.
    

    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 

                                       32
<PAGE>

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  1992,  1993 and 1994  with fund
deficits of  approximately  $397.4  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 $287.4  million.  GAAP basis
financial  statements for fiscal 1996 indicate that the Commonwealth  ended such
year with a fund equity of $709.2 million.
    

SPECIAL FACTORS AFFECTING THE MICHIGAN MUNICIPAL 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
1995-96  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  State 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.  General  Fund  surplus at the end of fiscal years  1992-93
through 1995-96 was transferred, as required by statute, to the Counter-Cyclical
Budget and  Economic  Stabilization  Fund  ("BSF").  A General  Fund surplus for
fiscal year 1996-97,  which ended September 30, 1997, is expected to result in a
preliminary unreserved BSF balance at September 30, 1997 of $1.1754 billion. 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") and constitutional amendment which was
approved by voters on March 15, 1994.  Under  Proposal A as approved,  the State
sales and use tax rates were  increased  from 4% to 6%, the State income tax and
cigarette  tax were  increased,  the Single  Business  Tax  imposed on  business
activity within the state was decreased and, 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.

   
    In July,  1997, the Michigan  Supreme Court issued a decision in cases filed
by many of Michigan's  local school  districts  against the State  regarding the
manner in which the  State  disburses  funds to  school  districts  for  special
education and special  education  transportation,  bilingual  education,  driver
education and school lunch programs,  including a case captioned  Donald Durant,
et al. v. State of Michigan. The court held that money damages estimated at $212
million are owed to 84 school districts and legislation has been proposed to pay
that amount from the BSF.  Approximately  400 other local school  districts have
asserted  claims  similar to Durant  against the State.  It is not known at this
time what action will be taken concerning those claims.
    

    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 

                                       33
<PAGE>

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 MUNICIPAL 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  Municipal  Series,  and does
not purport to be a complete description.

    The State of Minnesota  has  experienced  certain  budgeting  and  financial
problems since 1980.

    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.

    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 

                                       34
<PAGE>

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.

    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 higher  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  was
available for spending.  The statutes  require 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.

    A February  1996 forecast  projected an  Accounting  General Fund balance at
June 30, 1997,  at $873  million,  due to a $104  million  increase in projected
revenues, a $19 million increase in expenditures, and a $36 million reduction in
the June 30, 1995, ending balance.  The amount available for spending  increased
from $15 million to $64 million.
    

    In February  1996,  the  Commissioner  of Finance  estimated the  Accounting
General Fund balance at June 30, 1999, at $54 million.

    The  1996  Legislature  reduced  the  State  of  Minnesota's  commitment  to
eliminate the so-called school recognition shift. The 1995 Legislature had voted
to allow school 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
1996 Legislature raised the percentage for the 1995-1997 biennium from zero to 7
percent, saving the State $116 million.

    The 1996  Legislature  increased  expenditures  $130 million,  including $37
million for elementary  education and youth development;  $14 million for higher
education;  $17  million  for health  systems and human  services  reforms;  $16
million  for  

                                       35
<PAGE>

public  safety  and  criminal  justice;   and  36  million  for  transportation,
environment  and  technology.  The  Legislature  also  approved  $614 million in
capital projects to be funded by general obligation bonds and appropriations and
increased expected revenues $5 million.

    After the Legislature  adjourned in April 1996, the  Commissioner of Finance
estimated the  Accounting  General Fund balance at June 30, 1997, at $1 million.
The Accounting General Fund balance at June 30, 1996, was $445 million.

    The  Commissioner  of Finance,  in a November 1996  forecast,  estimated the
Accounting General Fund balance at June 30, 1997, at $793 million, due to a $646
million  increase in revenues from those projected in April 1996, a $209 million
reduction in expenditures,  and $63 million in other changes. The longest period
of national economic growth since World War II, through mid-1999,  was forecast.
Individual  income taxes were forecast to be $427 million more than projected in
April 1996,  and sales taxes $81 million more. Of the $209 million  reduction in
forecast expenditures, $199 million were health and human services expenditures.

    Existing  statutes require the first $114 million of the forecast balance to
be dedicated to a new education  aid reserve for use in the 1997-1999  biennium.
Another $157 million must be used to increase  from 85 to 90 percent the portion
of state aid to school  districts  that is paid in the fiscal year during  which
the districts become entitled to the aid.

    In November  1996,  the  Commissioner  of Finance  estimated the  Accounting
General Fund balance at June 30, 1999, at $1.4 billion.

    A February  1997 forecast  projected an  Accounting  General Fund balance at
June 30, 1997 at $866  million  (after  taking into account the $114 million and
$157  million  items  referred  to above),  due to a $236  million  increase  in
projected  revenues and a $108 million decrease in expenditures.  The balance at
June 30, 1999 was projected at $1.7 billion.

    The 1997  Legislature,  in a regular  session  and June and  August  special
sessions,  authorized $20.924 billion in spending for the 1997-1999 biennium, an
increase  of $2.231  billion,  or 11.8  percent,  from  1995-1997  expenditures.
Resources  for the  1997-1999  biennium  were  projected to be $21.946  billion,
including $1.630 billion carried forward from the previous biennium.

    The  Legislature  authorized  14.8 percent more spending for  elementary and
secondary  education spending in the 1997-1999 biennium than in 1995-1997,  17.6
percent  more  for  health  and  human  services,  12.5  percent  more in  local
government  aids, 10.7 percent more for higher  education,  and 0.3 percent more
for all other expenditures.  The Legislature set the General Fund budget reserve
at $522 million.  The cash flow account was set at $350 million,  and a property
tax reform reserve  account of $46 million was created for future  restructuring
of the property tax system. Other reserves totaled $72 million.

    After the  Legislature  adjourned its second special session in August 1997,
the  Commissioner  of Finance  estimated  that at June 30, 1999,  the Accounting
General Fund balance would be positive $32 million.  The Accounting General Fund
balance at June 30, 1997 was an estimated $861 million.

    The  Commissioner  of Finance,  in a November 1997  forecast,  estimated the
Accounting  General  Fund balance at June 30, 1999,  at $1.360  billion,  $1.328
billion more than estimated after the 1997 legislature adjourned,  due to a $729
million increase in projected  revenues,  a $256 million  reduction in projected
expenditures,  $21 million  increase in dedicated  reserves,  and a $364 million
increase in the projected  amount carried  forward from the 1995-1997  biennium.
Higher than anticipated  individual income tax payments were the major source of
$272  million  in  additional  revenues  in the  first  half of 1997,  and human
services   savings  were  the  principal   source  of  $92  million  in  reduced
expenditures.  The Commissioner estimated the Accounting General Fund balance at
June 30, 2001 at $1.284 billion.

    Only $453  million of the $1.360  billion  projected  1997-1999  surplus was
available  for  spending.  The  statutes  allocate  the first $81 million of the
forecast  balance to fund K-12 education tax credits and  deductions  enacted in
1997. Sixty percent of the remainder plus interest,  $826 million, is added to a
property tax reform account.

    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 Municipal
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  

                                       36
<PAGE>

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  Municipal 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 in 1995 denied  certiorari in a case in which an Ohio state
court  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. In 1997,  the United  States  Supreme
Court denied  certiorari  in a  subsequent  case from Ohio,  involving  the same
taxpayer  and the  same  issue,  in which  the Ohio  Supreme  Court  refused  to
reconsider  the merits of the case on the ground that the  previous  final state
court  judgment  barred any claim  arising out of the  transaction  that was the
subject of the previous  action.  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 Municipal Series might be adversely affected, and the
value of the shares of the  Minnesota  Municipal  Series might also be adversely
affected.

    The  State's  bond  ratings in July 1997 were Aaa by Moody's and AAA 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  Municipal Series or the ability of respective obligors to make
timely payment of the principal and interest on such obligations.

SPECIAL FACTORS AFFECTING THE MISSOURI MUNICIPAL 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   1,945,813  and  1,016,475   residents,   respectively,
constituting  over  fifty  percent  of  Missouri's  1995  population  census  of
approximately  5,339,041.  St.  Louis  is an  important  site  for  banking  and
manufacturing  activity,  as well as a distribution and  transportation  center,
with nine 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 1995 was

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McDonnell  Douglas  Corporation.  McDonnell  Douglas  Corporation is the State's
largest  employer,   currently  employing   approximately  20,000  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.  On August 1, 1997,  McDonnell
Douglas  Corporation became a wholly-owned  subsidiary of The Boeing Company. It
is impossible to determine what effect,  if any, this  acquisition  will have on
the operations of McDonnell Douglas  Corporation.  However, any shift or loss of
production  operations now conducted in Missouri would have a negative impact on
the  economy  of the state and  particularly  on the  economy  of the St.  Louis
metropolitan area.

    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, $315 million for fiscal 1995 and
$274  million in fiscal  1996.  This  expense  accounts for close to 7% of total
state  General  Revenue Fund spending in fiscal 1994 and 1995 and close to 5% in
fiscal 1996.
    

    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.

    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 MUNICIPAL SERIES

    The following  information is a summary of special factors affecting the New
York Municipal 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 among the most  populous  states 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 
    

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<PAGE>
   
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.
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; Binghamton -- 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 major  radio and  television  broadcasting  networks,  many  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 and is traditionally a tourist destination.

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 at times failed to
predict  precisely  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,  the extent of
corporate  and  governmental  restructuring,   federal  financial  and  monetary
policies,  the  availability  of credit,  the level of interest  rates,  and the
condition of the world  economy.  All these could have an adverse  effect on the
State.  There can be no assurance  that the State's  economy will not experience
financial results in the current fiscal year that are worse than predicted, with
corresponding  material  and  adverse  effects  on the  State's  projections  of
receipts and disbursements.

    The national  economy has resumed a more robust rate of growth after a "soft
landing" in 1995,  with  approximately  14 million jobs added  nationally  since
early  1992.  The State  economy has  continued  to expand,  but growth  remains
somewhat slower than in the nation.  Although the State has added  approximately
300,000 jobs since late 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.  Government downsizing
has also moderated these job gains.

    DOB  forecasts  that  national  economic  growth will be quite strong in the
first  half of  calendar  1997,  but  will  moderate  considerably  as the  year
progresses.  The overall  growth rate of the national  economy for calendar year
1997 is expected to be  practically  identical  to the  consensus  forecast of a
widely followed survey of national  economic  forecasters.  Growth in real Gross
Domestic  Product for 1997 is projected to be 3.6 percent,  with an  anticipated
decline in net exports and  continued  restraint in Federal  spending  more than
offset by increases in consumption and investment. Inflation, as measured by the
Consumer Price Index, is projected to remain subdued at about 2.6 percent due to
improved  productivity  and foreign  competition.  Personal income and wages are
projected to increase by 6.0 percent and 6.7 percent respectively.

    The State economic forecast  projects steady growth  continuing  through the
end of 1997. Personal income is projected to increase by 6.1 percent in 1997 and
4.5 percent in 1998,  reflecting  robust projected wage growth fueled in part by
financial sector bonus payments.  The forecast  continues to project  employment
increases of 1.4 percent in 1997 and 1.0 percent in 1998.

    The forecast of the State's  economy  shows  moderate  expansion  during the
first half of calendar 1997 with the trend continuing through the year. Although
industries  that export  goods and services are expected to continue to do well,
growth is expected to be  moderated by tight  fiscal  constraints  on the health
care and social  services  industries.  On an average  annual 
    

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<PAGE>

   
basis,  employment  growth in the State is expected to be up substantially  from
the 1996 rate.  Personal  income is expected to record  moderate  gains in 1997.
Bonus payments in the securities  industry are expected to increase further from
last year's record level.

    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  decision 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, legislation passed in 1986 authorizes the creation of up to 40
"economic  development  zones" in economically  distressed regions of the State.
Businesses in these zones are provided a variety of tax and other  incentives to
create jobs and make investments in the zones.

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 commenced on April 1, 1997, and ends on March
31, 1998, is referred to herein as the State's 1997-98 fiscal year.

    The State's  current  fiscal year  commenced  on April 1, 1997,  and ends on
March 31, 1998,  and is referred to herein as the State's  1997-98  fiscal year.
The State's budget for the 1997-98 fiscal year was adopted by the Legislature on
August 4, 1997, more than four 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 necessary  appropriations for State-supported debt service.
The State  Financial  Plan for the 1997-98  fiscal year was formulated on August
11, 1997 and is based on the State's  budget as enacted by the  Legislature,  as
well as actual  results for the first  quarter of the current  fiscal year.  The
1997-98 State Financial Plan is expected to be updated in October and January.

    The  adopted   1997-98   budget   projects  an  increase  in  General   Fund
disbursements  of $1.7 billion or 5.2 percent over 1996-97  levels.  The average
annual  growth  rate  over the last  three  fiscal  years is  approximately  1.2
percent.  State Funds disbursements  (excluding federal grants) are projected to
increase by 5.4 percent from the 1996-97  fiscal year.  All  Governmental  Funds
projected disbursements increase by 7.0 percent over the 1996-97 fiscal year.

    The  1997-98  State  Financial  Plan is  projected  to be balanced on a cash
basis. The Financial Plan projections include a reserve for future needs of $530
million.  As compared to the Governor's  Executive Budget as amended in February
1997, the State's adopted budget for 1997-98  increases General Fund spending by
$1.7 billion,  primarily from  increases for local  assistance  ($1.3  billion).
Resources used to fund these additional  expenditures include increased revenues
projected  for the 1997-98  fiscal  year,  increased  resources  produced in the
1996-97  fiscal year that will be utilized  in  1997-98,  reestimates  of social
service, fringe benefit and other spending, and certain non-recurring resources.
Total  non-recurring  resources  included  in the  1997-98  Financial  Plan  are
projected  by DOB to be $270  million,  or 0.7  percent  of total  General  Fund
receipts.

    The 1997-98 adopted budget includes  multi-year tax reductions,  including a
State funded property and local income tax reduction program, estate tax relief,
utility gross receipts tax reductions,  permanent  reductions in the State sales
tax on clothing,  and  elimination of assessments  on medical  providers.  These
reductions  are intended to reduce the overall level of State and local taxes in
New York and to improve the State's competitive position vis-a-vis other states.
The various  elements of the State and local tax and assessment  reductions have
little  or no  impact  on the  1997-98  Financial  Plan,  and do  not  begin  to
materially  affect the outyear  projections  until the State's  1999-2000 fiscal
year.  The  adopted  1997-98  budget  
    

                                       40
<PAGE>
   
also makes significant investments in education, and proposes a new $2.4 billion
general  obligation  bond proposal for school  facilities to be submitted to the
voters in November 1997.

    The 1997-98  Financial Plan also includes:  a projected General Fund reserve
of $530 million;  a projected  balance of $332 million in the Tax  Stabilization
Reserve Fund;  and a projected $65 million  balance in the  Contingency  Reserve
Fund.

    The projections do not include any subsequent  actions that the Governor may
take to exercise  his  line-item  veto (or vetoing  any  companion  legislation)
before  signing  the  1997-98  budget  appropriation  bills into law.  Under the
Constitution, the Governor may veto any additions to the Executive Budget within
10 days after the  submission of  appropriation  bills for his approval.  If the
Governor were to take such action,  the resulting  impact on the Financial  Plan
would be positive.

    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.  In  addition,  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.  The Division of Budget believes that its
projections  of  receipts  and  disbursements  relating  to  the  current  State
Financial Plan, and the assumptions on which they are based, are reasonable.

GOVERNMENT FUNDS

    The four  governmental fund types that comprise the State Financial Plan are
the General Fund, the Special Revenue Funds,  the Capital Project Funds, and the
Debt Service Funds.

GENERAL FUND RECEIPTS

    Total General Fund  receipts and  transfers  from other funds in the 1997-98
fiscal year are projected to be $35.09  billion,  an increase of over $2 billion
or roughly 6 percent  from the $33.04  billion  recorded in the  1996-97  fiscal
year.  This total  includes  $31.68  billion in tax  receipts,  $1.48 billion in
miscellaneous  receipts,  and $1.94 billion in transfers  from other funds.  The
projected  $2  billion   increase  in  receipts   exaggerates   the   underlying
year-to-year  growth in State tax revenues.  This increase is largely the result
of actions  undertaken by the State to utilize the $1.4 billion  1996-97  budget
surplus  reported by DOB to finance  costs in the State's  1997-98  fiscal year.
This  transaction  reduced  reported  receipts  in the  1996-97  fiscal year and
increased projected receipts in the State's 1997-98 fiscal year. Conversely, the
incremental costs of tax reductions newly effective in 1997-98 and the impact of
new  earmarking  statutes  which divert  receipts from the General Fund to other
funds  work to  depress  apparent  growth  below  the  underlying  growth in the
receipts base attributable to expansion of the State's economy.  After adjusting
for these actions, tax receipts are projected to grow by approximately 5 percent
in 1997-98.

DISBURSEMENTS

    General Fund disbursements and transfers to capital,  debt service and other
funds are projected at $34.60  billion,  an increase of $1.7 billion (5 percent)
from 1996-97 fiscal year levels.  Over the last two years,  spending  growth for
most State agencies and programs has been negative or flat, producing an overall
decline in General Fund spending during that period.  The 1997-98 adopted budget
reflects negotiated  increases for State employee salaries,  increased transfers
for debt service, and other mandated increases, as well as increased investments
in school aid, higher education, mental health, and public protection.

    Grants to local  governments  are  projected to total $23.63  billion in the
1997-98  State  Financial  Plan,  an increase of $750 million (3.3 percent) from
1996-97 levels.

    General  Fund  payments for  Medicaid  are  projected  to be $5.42  billion,
virtually unchanged from the level of $5.38 billion in 1996-97.

    Remaining  disbursements  primarily support  community-based  mental hygiene
programs,  community and public health programs,  local transportation programs,
and revenue sharing payments to local governments.

    Disbursements  for State  operations  are  projected  at $6.22  billion,  an
increase of $441 million or 7.6 percent over the 1996-97 fiscal year.
    

                                       41
<PAGE>

   
    Disbursements  in this  category,  General State  charges,  are projected to
total $2.18 billion in the 1997-98 State Financial Plan virtually unchanged from
1996-97 levels.

    Debt service paid from the General  Fund for 1997-98  reflects  only the $11
million  interest  cost  of  the  State's  commercial  paper  program.  This  is
approximately  the same level as last year,  reflecting  projections  for stable
interest rates for the balance of the fiscal year.

    Transfers to other funds for debt service are  projected at $2.07 billion in
1997-98, an increase of $496 million.

    Transfers for capital projects are projected at $184 million for 1997-98, an
increase of $46 million.  The 1997-98  State  Financial  Plan also includes $299
million for  subsidies  or  transfers  to other State  funds,  a decrease of $30
million from last year's level.

NON-RECURRING RESOURCES

    The Division of the Budget  estimates that the 1997-98 State  Financial Plan
contains  actions  that  provide  non-recurring  resources  or savings  totaling
approximately  $270  million.  These  include the use of $200 million in federal
reimbursement funds available from retroactive social service claims approved by
the federal  government in April 1997.  The balance is composed of various other
actions,  primarily the transfer of unused special  revenue fund balances to the
General Fund.

GENERAL FUND BALANCE

    The 1997-98 General Fund opening fund balance of $433 million  includes $317
million on deposit in the Tax Stabilization Reserve Fund ("TSRF"), available for
use in the event of an  unanticipated  General  Fund  deficit,  $41  million  on
deposit  in  the  Contingency  Reserve  Fund  ("CRF")  available  for  potential
litigation  costs against the State,  and a $75 million balance in the Community
Projects  Fund.  The projected  closing fund balance in the General Fund of $927
million reflects a balance of $332 million in the TSRF,  following an additional
payment of $15  million at the end of the fiscal  year,  $65 million in the CRF,
following a deposit of $24 million in 1997-98, and a reserve for future needs of
$530 million.

SPECIAL REVENUE FUNDS

    Projected  Special Revenue Funds receipts total $28.22 billion,  an increase
of $2.51 billion (9.7 percent) over the prior year.  Projected  disbursements in
this fund type total $28.45 billion,  an increase of $2.43 billion (9.3 percent)
over 1996-97  levels.  Disbursements  from federal funds,  primarily the federal
share of Medicaid and other social  services  programs,  are  projected to total
$21.19 billion in the 1997-98 fiscal year. Remaining projected spending of $7.26
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 PROJECT FUNDS

    Total  receipts in Capital  Projects  Funds are projected at $3.30  billion.
Bond and note  proceeds are expected to provide $605 million in other  financing
sources. Disbursements from this fund type are projected to be $3.70 billion, an
increase of $154 million (4.3 percent)  over  prior-year  levels.  The Dedicated
Highway and Bridge Trust Fund is the single largest  dedicated fund,  comprising
an estimated $982 million (27 percent) of the activity in this fund type.  Total
spending for capital projects will be financed through a combination of sources:
federal  grants (29  percent),  public  authority  bond  proceeds (31  percent),
general  obligation bond proceeds (15 percent),  and pay-as-you-go  revenues (25
percent).

DEBT SERVICE FUNDS

    In the 1997-98 fiscal year,  total  disbursements  in Debt Service Funds are
projected at $3.17 billion, an increase of $641 million or 25.3 percent, most of
which is  explained  by  increases  in the General  Fund  transfer as  discussed
earlier.  The  projected  transfer  from the  General  Fund of $2.07  billion is
expected to finance 65 percent of these payments.

    The  remaining  payments  are  expected to be financed by pledged  revenues,
including  $2.03  billion in taxes and $601 million in dedicated  fees and other
miscellaneous  receipts.  After  required  impoundment  for debt service,  $3.77
billion is expected  to be  transferred  to the General  Fund and other funds in
support of State operations.  The largest transfer-$1.86  billion-is made to the
Special  Revenue  fund type in  support  of  operations  of the  mental  hygiene
agencies.  Another  $1.47  
    

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<PAGE>
   
billion in excess sales taxes is expected to be transferred to the General Fund,
following payment of projected debt service on LGAC bonds.

CASH FLOW

    The  projected  1997-98  General  Fund cash  flow will not  depend on either
short-term  spring  borrowing or the issuance of LGAC bonds.  The new-money bond
issuance  portion of the LGAC program was completed in 1995-96,  and  provisions
prohibiting  the State from returning to a reliance upon cash flow  manipulation
to balance  its budget will  remain in bond  covenants  until the LGAC bonds are
retired.

    The  1997-98  cash flow  projects  substantially  closing  balances  in each
quarter of the fiscal year,  with  excesses in receipts  over  disbursements  in
every quarter of the fiscal year, and no monthly  balance (prior to March) lower
than $400 million.  The closing fund balance is projected at $397  million.  The
cash flow projections assume continuation of legislation enacted in 1996-97 that
permits the State to use balances in the Lottery Fund for cash flow purposes.

OUTYEAR PROJECTIONS OF RECEIPTS AND DISBURSEMENTS

    The State closed  projected budget gaps of $5.0 billion,  $3.9 billion,  and
2.3 billion for the 1995-96  through  1997-98  fiscal years,  respectively.  The
1998-99 budget gap was projected at $1.68 billion (before the application of any
assumed efficiencies) in the outyear projections submitted to the Legislature in
February  1997. As a result of changes made in the adopted  budget,  the 1998-99
gap is now expected to be about the same or smaller  than the amount  previously
projected,  after  application of the $530 million reserve for future needs. The
expected gap is smaller than the three previous budget gaps closed by the State.
The Governor has indicated that he will propose to close any potential imbalance
primarily  through General Fund expenditure  reductions and without increases in
taxes or deferrals of scheduled tax reductions.

    The revised  expectations  for the 1998-99  fiscal year  reflect the loss of
$1.4  billion  in  surplus  resources  from  1996-97  operations  that are being
utilized  to  finance  current  year  spending,  and an  incremental  effect  of
approximately  $300 million in legislated  State and local tax reductions in the
outyear. Other factors include the annualized costs of certain program increases
in  the  1997-98   adopted   budget,   most  of  which  are  subject  to  annual
appropriation.

    Certain  actions taken in the State's  1997-98 fiscal year, such as Medicaid
and welfare reforms,  are expected to provide recurring savings in future fiscal
years.  Continued  controls on State agency spending will also provide recurring
savings.  The  availability of $530 million in reserves created as a part of the
1997-98 adopted budget and included in the Financial Plan is expected to benefit
the 1998-99 fiscal year.  Sustained  growth in the State's economy and continued
declines in welfare caseload and health care costs would also produce additional
savings  in the  1998-99  Financial  Plan.  Finally,  various  federal  actions,
including the potential  beneficial effect on State tax receipts from changes to
the  federal  tax  treatment  of  capital  gains,   could  potentially   provide
significant benefits to the State over the next several years.

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.  Through
fiscal year 1995,  the State  recorded  balanced  budgets on a cash basis,  with
substantial fund balances in each year as described below.

1996-97 FISCAL YEAR

    The State  ended its  1996-97  fiscal year on March 31, 1997 in balance on a
cash basis,  with a 1996-97  General  Fund cash  surplus of  approximately  $1.4
billion.  The cash  surplus  was  derived  primarily  from  higher-than-expected
revenues and  lower-than-expected  spending for social services programs. Of the
cash surplus  amount,  $1.05 billion was previously  budgeted by the Governor in
this Executive Budget to finance the 1997-98  Financial Plan, and the additional
$373 million is available for use in financing the 1997-98 State  Financial Plan
when enacted by the State Legislature.

    Disbursements  in  Governmental  Funds for the 1996-97  fiscal year  totaled
$62.95  billion,  $3 billion lower than projected at the beginning of the fiscal
year.  Much of this  variance  was due to the  uncertainty  surrounding  federal
action on  entitlement  spending  at the  beginning  of the fiscal  year.  Total
unadjusted  Governmental  Funds  spending  decreased $278 million or 0.4 percent
below the 1995-96 fiscal year.
    

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1995-96 FISCAL YEAR

    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 in the 1995-96 State  Financial Plan was closed 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 called for (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  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.

    As a result of these and other  efforts,  the State ended its 1995-96 fiscal
year with balances in the General Fund,  Special  Revenue Funds and Debt Service
Funds of $287  million,  $499  million  and $160  million,  respectively,  and a
deficit of $292 million in the Capital Projects Funds.

    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 statements had no impact on balance in the General Fund.

1994-95 FISCAL YEAR

    The 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 TSRF and
$1 million in the CRF. The opening  fund balance in State fiscal year  1994-1995
was $265 million.

    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.
    

                                       44

<PAGE>
   
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.

CERTAIN LITIGATION

    The legal proceedings noted below involve State finances, State programs and
miscellaneous  tort,  real property and contract  claims in which the State is a
defendant and the monetary  damages sought are  substantial.  These  proceedings
could  affect  adversely  the  financial  condition  of the State in the 1995-96
fiscal year or thereafter. The State will describe newly initiated proceedings.

    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 alleged failure by the State's  Department of Environmental
Conservation to provide in a timely manner accurate and complete data, resulting
in plaintiff's  inability to complete a  cogeneration  facility by the projected
date;  (v)  challenges to the practice of  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 plaintiff seeking reimbursement for
certain Costs  arising out of the  provision of preschool  services and programs
for children with handicapping conditions; (viii) a case challenging the shelter
allowance  granted to recipients of public assistance as insufficient for proper
housing; (ix) a challenge to the enactment of the Clean Water/Clean Air Bond Act
of 1996  and  its  implementing  legislation;  and  (x) a case  calling  for the
enforcement  of the  provisions  of Articles  12-A,  20 and 28 as  applicable to
taxation on motor fuel and tobacco  products  sold to  non-Indian  consumers  on
Indian  reservations.  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 may be affected by the fiscal  health of New
York City  ("the  City"),  which  continues  to  require  significant  financial
assistance from the State. The City depends on State aid both to enable the City
to balance its budget and to meet its cash requirements. The State could also be
affected by the ability of the City to market its securities successfully in the
public credit markets.

    The City has  achieved  balanced  operating  results  for each of its fiscal
years  since  1981 as  reported  in  accordance  with the  then-applicable  GAAP
standards.  The City's financial plans are usually prepared  quarterly,  and the
annual financial report for its most recent completed fiscal year is prepared at
the end of October of each year. For current information on the City's four-year
financial plan and its most recent financial  disclosure,  contact the Office of
the Comptroller,  Municipal Building,  Room 517, One Centre Street, New York, NY
10007, Attention: Deputy Comptroller, Finance.

FISCAL OVERSIGHT

    In response to the City's  fiscal  crisis in 1975,  the State took action to
assist the City in returning to fiscal stability. Among those actions, the State
established  NYC MAC to provide  financing  assistance to the City; the New York
State  Financial  Control  Board (the  "Control  Board")  to oversee  the City's
financial  affairs;  and the Office of the State Deputy Comptroller for the City
of New York ("OSDC") to assist the Control  Board in  exercising  its powers and
responsibilities.  A "Control Period" existed from 1975 to 1986 during which the
City was subject to certain statutorily-prescribed fiscal controls. Although the
Control  Board  terminated  the Control  Period in 1986 when  certain  statutory
conditions  were  met and  suspended  certain  Control  Board  powers,  upon the
occurrence  or  "substantial  likelihood  and  imminence"  of the  occurrence of
    

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<PAGE>
   
certain events,  including (but not limited to) a City operating  budget deficit
of more than $100 million or impaired access to the public credit  markets,  the
Control Board is required by law to reimpose a Control Period.

    Currently, the City and its Covered Organizations (i.e., those which receive
or may  receive  moneys  from the City  directly,  indirectly  or  contingently)
operate under a four-year  financial plan (the "Financial  Plan") which the City
prepares annually and periodically  updates.  The City's Financial Plan includes
its capital,  revenue and expense projections and outlines proposed  gap-closing
programs for years with projected budget gaps. The City's  projections set forth
in the Financial Plan are based on various  assumptions and contingencies,  some
of which are  uncertain and may not  materialize.  Unforeseen  developments  and
changes in major  assumptions could  significantly  affect the City's ability to
balance its budget as required by State law and to meet its annual cash flow and
financing requirements.

    Implementation  of the Financial  Plan is also dependent upon the ability of
the  City  and  certain  Covered   Organizations   to  market  their  securities
successfully.  The City issues securities to finance, refinance and rehabilitate
infrastructure and other capital needs, as well as for seasonal financing needs.

OTHER LOCALITIES

    Certain localities outside New York City have experienced financial problems
and have  requested and received  additional  State  assistance  during the last
several  State fiscal  years.  The  potential  impact on the State of any future
requests  by  localities  for  additional  assistance  is  not  included  in the
projections of the State's  receipts and  disbursements  for the State's 1997-98
fiscal year.

    Fiscal  difficulties  experienced  by the City of  Yonkers  resulted  in the
re-establishment  of the Financial  Control Board for the City of Yonkers by the
State in 1984.  That Board is charged with  oversight  of the fiscal  affairs of
Yonkers.  Future  actions  taken by the State to assist  Yonkers could result in
increased State expenditures for extraordinary local assistance.

    Beginning  in 1990,  the City of Troy  experienced  a  series  of  budgetary
deficits that resulted in the  establishment of a Supervisory Board for the City
of Troy in 1994. The  Supervisory  Board's  powers were increased in 1995,  when
Troy MAC was  created to help Troy avoid  default  on certain  obligations.  The
legislation  creating Troy MAC  prohibits the City of Troy from seeking  federal
bankruptcy protection while Troy MAC bonds are outstanding.  Troy MAC has issued
bonds to effect a restructuring of the City of Troy's obligations.

    Eighteen  municipalities  received extraordinary  assistance during the 1996
legislative session through $50 million in special  appropriations  targeted for
distressed cities, aid that was largely continued in 1997.

    Municipalities  and school districts have engaged in substantial  short-term
and long-term  borrowings.  In 1994, the total indebtedness of all localities in
the State  other than New York City was  approximately  $19.0  billion.  A small
portion   (approximately  $102.3  million)  of  that  indebtedness   represented
borrowing  to  finance  budgetary  deficits  and was  issued  pursuant  to State
enabling  legislation.  State law  requires the  Comptroller  to review and make
recommendations  concerning  the budgets of those local  government  units other
than New York City  authorized  by State law to issue debt to  finance  deficits
during  the  period  that  such  deficit  financing  is  outstanding.   Eighteen
localities had outstanding  indebtedness  for deficit  financing at the close of
their fiscal year ending in 1995.

    From time to time, federal  expenditure  reductions could reduce, or in some
cases  eliminate,  federal funding of some local programs and accordingly  might
impose substantial increased expenditure requirements on affected localities. If
the State,  the City or any of the  public  authorities  were to suffer  serious
financial difficulties jeopardizing their respective access to the public credit
markets,  the  marketability of notes and bonds issued by localities  within the
State  could  be  adversely  affected.  Localities  also  face  anticipated  and
potential problems resulting from certain pending litigation, judicial decisions
and long-range economic trends. Long-range potential problems of declining urban
population,  increasing  expenditures  and other economic trends would 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, 1996, there
were 17 public  authorities that had aggregate  outstanding debt of $100 million
or more, and the aggregate  outstanding debt,  including refunding bonds, of all
State Public Authorities was $75.4 billion,  only a portion of which constitutes
    

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<PAGE>

   
State-supported or State-related debt. 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 subway and bus
lines in New York City by its  affiliates,  the New York City Transit  Authority
and Manhattan and Bronx Surface Transit Operating Authority  (collectively,  the
"TA").  The MTA operates  certain commuter rail and bus services in the New York
Metropolitan area through MTA's subsidiaries, the Long Island Rail Road Company,
the Metro-North  Commuter  Railroad Company,  and the Metropolitan  Suburban Bus
Authority.  In addition, the Staten Island Rapid Transit Operating Authority, an
MTA  subsidiary,  operates a rapid  transit line on Staten  Island.  Through its
affiliated agency, the Triborough Bridge and Tunnel Authority (the "TBTA"),  the
MTA operates certain intrastate toll bridges and tunnels.  Because fare revenues
are not sufficient to finance the mass transit portion of these operations,  the
MTA has  depended,  and will continue to depend,  for  operating  support upon a
system  of  State,  local  government  and  TBTA  support,  and,  to the  extent
available, federal operating assistance,  including loans, grants and subsidies.
If current revenue projections are not realized and/or operating expenses exceed
current  projections,  the TA or  commuter  railroads  may be  required  to seek
additional State assistance, raise fares or take other actions.

    Since 1980, 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 Metropolitan Transportation Region served by the
MTA and a special  one-quarter  of 1 percent  regional sales and use tax -- that
provide  revenue for mass transit  purposes,  including  assistance  to the MTA.
Since  1987 State law has  required  that the  proceeds  of a  one-quarter  of 1
percent  mortgage  recording tax paid on certain  mortgages in the  Metropolitan
Transportation  Region be  deposited  in a  special  MTA fund for  operating  or
capital expenses.  In 1993, the State dedicated a portion of certain  additional
State petroleum business tax receipts to fund operating or capital assistance to
the MTA. For the 1997-98 State fiscal year, total State assistance to the MTA is
estimated at  approximately  $1.09 billion,  an increase of $76 million over the
1996-97 fiscal year.

    State  legislation  accompanying the 1996-97 adopted State budget authorized
the MTA, TBTA and TA to issue an aggregate of $6.5 billion in bonds to finance a
portion of a new $12.17  billion  MTA  capital  plan for the 1995  through  1999
calendar  years (the  "1995-99  Capital  Program").  In July 1997,  the  Capital
Program  Review Board  ("CPRB")  approved  the 1995-99  Capital  Program,  which
supersedes the overlapping portion of the MTA's 1992-96 Capital Program. This is
the fourth  capital plan since the  Legislature  authorized  procedures  for the
adoption,  approval  and  amendment  of MTA capital  programs and is designed to
upgrade the performance of the MTA's transportation  systems by investing in new
rolling  stock,  maintaining  replacement  schedules  for  existing  assets  and
bringing the MTA system into a state of good repair. The 1995-99 Capital Program
assumes  the  issuance  of an  estimated  $5.1  billion in bonds under this $6.5
billion aggregate bonding  authority.  The remainder of the plan is projected to
be financed through assistance from the State, the federal  government,  and the
City of New York, and from various other  revenues  generated from actions taken
by the MTA.

    There can be no assurance  that all the necessary  governmental  actions for
the 1995-99  Capital  Program or future  capital  programs  will be taken,  that
funding sources  currently  identified  will not be decreased or eliminated,  or
that the  1995-99  Capital  Program,  or parts  thereof,  will not be delayed or
reduced.  Should  funding levels fall below current  projections,  the MTA would
have to revise its 1995-99 Capital Program  accordingly.  If the 1995-99 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 assistance.
    

SPECIAL FACTORS AFFECTING THE OHIO MUNICIPAL SERIES

    As described in the  Prospectus  under "Ohio Taxes" and except to the extent
investments are in temporary investments,  the Ohio Municipal 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 Municipal
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.

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<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 1995 is
11,157,000.

    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
six years the State rates were below the  national  rates  (4.9%  versus 5.4% in
1996). 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  Municipal  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.
       

   
    The 1992-93  biennium  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 Budget  Stabilization  Fund (BSF, a cash and budgetary
management fund) 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
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.

                                       48
<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 was  transferred  into the BSF. The significant GRF fund
balance,  after leaving in the GRF an unreserved and undesignated balance of $70
million,  was transferred to the BSF and other funds including school assistance
funds and, in anticipation of possible federal program changes, a human services
stabilization fund.
    

    From a higher than forecast  1996-97  mid-biennium  GRF fund  balance,  $100
million was  transferred for elementary and secondary  school  computer  network
purposes  and $30  million to a new State  transportation  infrastructure  fund.
Approximately  $400.8  million  served as a basis for  temporary  1996  personal
income tax reductions  aggregating that amount. The 1996-97  biennium-ending GRF
fund balance was $834.9  million.  Of that, $250 million goes to school building
construction and renovation,  $94 million to the school computer network,  $44.2
million for school textbooks and instructional materials and a distance learning
program,  and $34 million to the BSF (which had a November  20, 1997  balance of
over  $862.7  million),  with the $263  million  balance  to a State  income tax
reduction fund.

   
    The GRF  Appropriations  Act for the 1997-98 biennium was passed on June 25,
1997 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.
    

    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,  approved  from 1921 to date (the  latest
adopted in 1995) Ohio voters  authorized  the  incurrence  of State debt and the
pledge of taxes or excises to its payment.  At November  20, 1997,  $948 million
(excluding certain highway bonds payable primarily from highway use receipts) of
this  debt  was  outstanding.  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 ($30.9  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 ($826.8  million
outstanding);  and (c) up to $200 million in general obligation bonds for parks,
recreation  and natural  resources  purposes which may be outstanding at any one
time ($90.9 million and outstanding,  with no more than $50 million to be issued
in any one year.
    

    The electors in 1995 approved a constitutional amendment extending 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 authorizing  additional highway bonds (expected to be payable primarily from
highway use receipts).  The latter supersedes the prior $500 million outstanding
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.

   
    The  Constitution  also  authorizes  the issuance of State  obligations  for
certain  purposes,  the owners of which do not have the right to have excises or
taxes levied to pay debt service.  Those special obligations include obligations
issued by the Ohio Public Facilities Commission and the Ohio Building Authority,
and certain  obligations  issued by the State  Treasurer,  over $4.88 billion of
which were outstanding or awaiting delivery at November 20, 1997.
    

    A 1990  constitutional  amendment  authorizes  greater  State and  political
subdivision participation (including financing) in the provision of housing. The
General  Assembly  may  for  that  purpose   authorize  the  issuance  of  State
obligations secured by a pledge of all or such portion as it authorizes of State
revenues or receipts (but not by a pledge of the State's full faith and credit).

    A 1994 constitutional amendment pledges the full faith and credit and taxing
power of the State to  meeting  certain  guarantees  under the  State's  tuition
credit program which provides for purchase of tuition  credits,  for the benefit
of State  residents,  guaranteed to cover a specified amount when applied to the
cost  of  higher  education  tuition.  (A  1965  constitutional  provision  that
authorized student loan guarantees payable from available State moneys has never
been implemented, apart from a "guarantee fund" approach funded essentially from
program revenues).

    State and local  agencies issue  obligations  that are payable from revenues
from or  relating  to  certain  facilities  (but not from  taxes).  By  judicial
interpretation,   these   obligations  are  not  "debt"  within   constitutional
provisions.  In general, payment 

                                       49
<PAGE>

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.  State tax-supported bonds are currently rated (uninsured) "Aa1
by Moody's,  "AAA" (highway  obligations)  and "AA+" by S&P, and "AA+" by Fitch,
and  outstanding  uninsured  State bonds  issued by the Ohio  Public  Facilities
Commissions and Ohio Building  Authority (and the  lease-rental  bonds issued by
the Treasurer) are rated "Aa3" by Moody's and "AA-" by S&P and Fitch.

    SCHOOLS AND  MUNICIPALITIES.  Local school districts in Ohio receive a major
portion  (state-wide  aggregate  approximately  44% in  recent  years)  of their
operating  moneys from State  subsidies,  but are  dependent  on local  property
taxes, and in approximately  119 districts from  voter-authorized  income taxes,
for significant portions of their budgets. Litigation,  similar to that in other
states, has been pending questioning the  constitutionality  of Ohio's system of
school  funding.  The Ohio Supreme Court has recently  concluded that aspects of
the system  (including basic operating  assistance and the loan program referred
to below) are unconstitutional,  and ordered the State to provide for and fund a
system  complying with the Ohio  Constitution,  staying its order for a year (to
March 1998) to permit time for responsive  corrective actions. A small number of
the  State's  612  local  school  districts  have in any year  required  special
assistance  to avoid  year-end  deficits.  A program  has  provided  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 $41.1 million for 28 districts in FY 1994,  $71.1 million for 29
districts in FY 1995 (including $29.5 million for one), and $87.2 million for 20
districts in FY 1996 (including  $42.1 million for one), and $113 million for 12
districts  in 1997  (including  $90 million to one for  restructuring  its prior
loans).
    

    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  and school  districts  that on occasion  have
faced significant financial problems, there are statutory procedures for a joint
State/local  commission to monitor the fiscal  affairs and for  development of a
financial plan to eliminate deficits and cure any defaults.  (Similar procedures
have  recently  been extended to counties and  townships.)  Since  inception for
municipalities in 1979, these "fiscal emergency" procedures have been applied to
24 cities and villages; for 18 of them the fiscal situation was resolved and the
procedures  terminated (one village is in preliminary  "fiscal watch" status. As
of November 20, 1997, the 1996 school district "fiscal emergency"  provision had
been applied to five  districts,  and nine were on  preliminary  "fiscal  watch"
status.
    

    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 MUNICIPAL SERIES

    The  following  information  is a summary of special  factors  affecting the
Oregon Municipal Series. It does not purport to be a complete description and is
based in part on (i) the  December  1995 Oregon  Economic  and Revenue  Forecast
prepared  by the  Oregon  Department  of  Administrative  Services,  and  (ii) a
September 18, 1997 Official  Statement prepared by the Oregon State Treasury for
the issue of two State of Oregon general obligation bonds.

                                ECONOMIC FORECAST

SHORT TERM OUTLOOK

    A cooling off of the  manufacturing  and  construction  sectors  should keep
Oregon's growth rate trending down.  However,  income gains already generated in
the State's booming  manufacturing  industries can be expected to translate into
increased 
    

                                       50
<PAGE>
   
job growth in the service-producing  sectors during the second half of the year.
Oregon  appears in good position to continue  expanding  faster than the overall
U.S.  economy,  although its rate of growth is expected to fall below Washington
and remain below Nevada and Utah.

    Oregon's  personal  income is  projected  to rise 7.3 percent  for 1997,  up
slightly  from 7.0  percent in 1996.  Income  growth is  expected to slow to 6.1
percent in 1998 and 5.4  percent in 1999.  Adjusting  for  inflation  (using the
personal consumption expenditure deflator),  personal income is expected to rise
5.0 percent in 1997,  3.5 percent in 1998 and 2.6 percent in 1999.  The non-farm
payroll  employment  growth  rate is  also  expected  to  trend  down  modestly.
Following a 4.0 percent  increase in 1996,  employment  is projected to rise 3.6
percent in 1997 before slowing further to 2.7 percent in 1998 and 2.0 percent in
1999. Job growth is expected to exceed  population  increase,  keeping  Oregon's
labor markets relatively tight.  Population is projected to increase 1.7 percent
in 1997 and 1.6 percent in both 1998 and 1999.

    Oregon's  wage  growth is  expected  to  accelerate  in 1997 for the  fourth
consecutive year.  Overall wages in all sectors are expected to rise 5.2 percent
in 1997,  up from 4.5  percent  in 1996 and 4.2  percent  in 1995.  During  this
period, Oregon's wages have grown considerably faster than the national average.
In 1992, Oregon's wages were $24,439, 88.9 percent of the U.S. average.  Overall
wages are  projected  to average  $29,597 in 1997,  93.6 percent of the national
average.

         Oregon's rising relative wages can be explained by several factors:

         1.       CHANGING   INDUSTRY   MIX.   The   surge  in   high-technology
                  employment,   particularly  electronics,  has  pushed  up  the
                  overall  wage  structure.  Wages  in  the  electronics  sector
                  averaged $45,400 in 1995 (using covered employment and payroll
                  data). The jump in construction jobs over the past three years
                  has  also  driven  up  average  wages.   Construction  workers
                  received $779 per week on average in May of 1997,  compared to
                  the manufacturing  average weekly wage for production  workers
                  of $550.  Manufacturing  wages are  significantly  higher than
                  service-producing sector wages on average.

         2.       YEAR-END BONUSES. Rapidly expanding high-technology firms have
                  relied heavily on bonuses and stock options to attract skilled
                  workers.  Many of these firms have been very  profitable  over
                  the past three years.  Since Oregon is well represented in the
                  high-technology  manufacturing  industries,  bonus payments to
                  Oregon workers have been significant.

         3.       TIGHT LABOR MARKETS. Although Oregon's state-wide unemployment
                  rate crept above the national average in 1996, unemployment in
                  the Portland  metropolitan  area  remains low. The  seasonally
                  adjusted state-wide  unemployment rate stood at 5.1 percent in
                  June  compared  to 5.0  percent  for  the  U.S.  However,  the
                  Portland-Vancouver  area  unemployment  rate  is 4.0  percent.
                  Tighter  labor  markets drive up wages as employers bid up the
                  price of labor to attract the workers they need.

    Despite the phasing in of Oregon's  new higher  minimum  wage,  overall wage
growth in the State is expected to slow in 1998 and 1999. Wages are projected to
increase 3.7 percent in 1998 and 3.6 percent in 1999.  Less  favorable  industry
mix trends are expected to be the primary factor causing a deceleration  in wage
growth.  Construction  employment is expected to be essentially flat in 1998 and
1999  while  manufacturing  job  growth  should  be slow  considerably.  Smaller
year-end  bonuses  are also  expected  to  contribute  to wage  deceleration  as
corporate profit growth slows from the rapid pace of the past three years.

    A key factor  behind the  forecast of slowing  job growth is an  anticipated
leveling out of construction  activity after a period of extremely rapid growth.
Oregon's  construction  job  growth  has  slowed  modestly  over the past  year.
Construction jobs increased 8.6 percent between May of 1996 and May of 1997, the
fifth fastest rate among the states.  In the prior 12-month  period (May 1995 to
May 1996) construction jobs jumped 15.0 percent,  second only to Nevada for that
period.  Between the second  quarter of 1997 and the  corresponding  period next
year,  construction  employment  is forecast to grow only  slightly,  adding 900
jobs, an increase of 1.1 percent.

    The  expectation of modest weakness in the  construction  sector is based on
two factors. First, Oregon's  construction-to-employment  ratio has risen to 5.4
percent based on May employment data. The comparable  percentage for the U.S. as
a whole is 4.6 percent.  This suggests that Oregon is likely to be in the mature
phase of a  construction  boom.  In contrast,  the ratio for  California  is 4.2
percent,  indicating that California's  construction recovery is in its earliest
stages.

    Another  indication that Oregon's  construction  activity is likely to level
off is the ratio of population growth to housing starts. In the long-term,  this
ratio should equal the average size of households,  about 2.5 persons per house.
After being 
    
                                       51
<PAGE>

   
above 2.5 for most of the 1987 to 1993 period, this ratio averaged 2.0 for 1994
to 1996. This ratio is expected to drift up to 2.6 by 2000. Since population
growth is expected to hold roughly constant near 1.6 percent per year, this
means that housing starts will drop off. Housing starts totaled 26,100 in 1996,
the highest number of starts in the State since 1979. They are projected to
drift down to 25,700 in 1997, 23,900 in 1998, and 22,200 in 1999.

PERSONAL INCOME COMPONENTS

    The large jump in first quarter durable goods  manufacturing  earnings means
that wage and salary income is likely to post another year of strong growth. The
projection  for 1997 is 9.0 percent  which  follows gains of 8.7 percent and 8.4
percent in the previous two years.  Slower job and wage rate growth  should slow
the rate of increase  for wage and salary  income to 6.4 percent in 1998 and 5.7
percent in 1999.  Other labor  income,  comprised  primarily of health and other
benefit  compensation,  is  expected  to  increase  6.3  percent in 1997 and 6.5
percent in 1998.

    Non-farm  proprietor  income  growth is forecast to slow from 7.1 percent in
1996 to 6.3  percent  in 1997 and 6.7  percent in 1998.  After  huge  percentage
declines  from 1993 to 1996,  farm  proprietor  income is projected to stabilize
over the last two  years.  The 1997 and 1998  projected  growth  rates  for farm
income are 3.1 percent and 4.2 percent, respectively.

    Dividend,  interest  and rent  income is expected to get a boost from higher
short-term interest rates in 1997 and 1998.  Dividend,  interest and rent income
is projected  to increase 4.9 percent in 1997 and 6.6 percent in 1998.  Transfer
payment  income is expected to grow  steadily  with  increases of 5.6 percent in
1997 and 5.1 percent in 1998.

GOODS-PRODUCING SECTORS

    Oregon's manufacturing firms are expected to add 9,800 net new jobs for 1997
as a whole,  an increase of 4.1  percent.  Rising  costs and some slowing in the
national   economy   should  put  modest   downward   pressure  on  the  State's
manufacturing sector.  Overall job growth is projected to slow to 2.8 percent in
1998 and 1.2 percent in 1999. For the U.S. as a whole,  manufacturing employment
is expected to decline 0.3  percent in 1998 after  increasing  0.3 percent  this
year.

    Individual manufacturing industry employment is expected to generally follow
the overall sector's  downward trend.  After rising 7.4 percent in 1997,  metals
employment  is  projected  to rise a further  3.3  percent  in 1998.  Similarly,
transportation  equipment manufacturing  employment is projected to increase 7.5
percent in 1997 and 6.7  percent  in 1998.  High-technology  job  growth  should
remain  relatively  strong in the absence of a national  recession.  Electronics
jobs are  projected  to  increase  6.9  percent in 1997 and 6.2 percent in 1998.
Non-electrical  machinery employment is expected to grow 6.4 percent in 1997 and
4.6  percent in 1998,  with  higher  growth  rates in the  computing  and office
equipment component of the industry.

    The timber industry,  benefiting from healthy demand and stable raw material
supply,  is expected to continue the modest  recovery it began in late 1996. The
timber  harvest is  projected  to total 4.3  billion  board feet in 1997 and 4.3
billion board feet in 1998.  Lumber and wood products  employment is forecast to
increase 2.4 percent in 1997 and 0.1 percent in 1998. Paper products  employment
is expected to increase 2.2 percent in 1997 and 3.6 percent in 1998.

    The State's  small mining  sector,  tied closely to local  construction,  is
expected to increase  employment  at a 3.8 percent rate for 1997 and 0.9 percent
in 1998.

SERVICE-PRODUCING SECTORS

    Oregon's  private   service-producing  sectors  are  generally  expected  to
continue  growing  steadily.  Some  weakness is expected  in  financial  service
employment as U.S.  Bancorp  downsizes in response to its merger with First Bank
System.  Financial  service  employment  is  projected  to slow from 4.1 percent
growth in 1997 to 0.5 percent in 1998 as the announced cutbacks begin to show up
in the employment  data. Also  contributing to this downward trend for financial
service  employment  is the  expected  softness in the  residential  real estate
markets.

    Retail  trade  employment  job  growth is  projected  to hold  steady at 2.7
percent in 1997 and 2.9 percent in 1998. The wholesale  trade sector is expected
to  continue  growing  rapidly at 4.8 percent in 1997 and 4.6 percent in 1998 as
the new Wal-Mart distribution center comes on line in Umatilla County.

    Expansion of the Oregon Health Plan approved by the 1997 Legislature  should
increase demand for health care services over the next two years. Health service
employment is projected to increase 2.9 percent in 1997 and 3.3 percent in 1998.
    
                                       52
<PAGE>
   
Service  employment,  exclusive of health is expected to continue expanding with
growth rates of 5.5 percent in 1997 and 4.7 percent in 1998.

    Oregon's  government sector should see little growth as the federal agencies
continue to cut back and local governments adjust to lower property tax revenue.
Overall  government  employment is projected to increase 1.2 percent in 1997 and
0.5 percent in 1998.  Federal  jobs are  expected to decline 0.4 percent in 1997
and 1.6  percent in 1998.  Local  government  employment  is  expected to remain
essentially  flat  with a 0.9  percent  increase  in 1997 and no change in 1998.
Gains are expected in local  government  education  and tribal  employment,  but
these should be largely  offset by reduction  in city,  county,  and other local
government payrolls.  State government employment is anticipated to increase 2.8
percent in 1997 and 3.1 percent in 1998.

FORECAST RISKS

    The biggest risk to Oregon's short-term outlook is the national economy. The
State's  large and  rapidly  expanding  durable  goods  manufacturing  sector is
sensitive  to  changes  in  national  (and  international)   demand  and  credit
conditions.  Fluctuations in the national economy brought on by rising inflation
and the ensuing  higher  interest  rates would have a significant  impact on the
Oregon economy.

    The most identifiable risk at the state and regional level is sudden changes
in migration patterns among the western states and its implications for Oregon's
booming construction sector.  California and Washington's accelerating economies
and  Oregon's  rapidly  rising home prices could change the dynamics of regional
migration more quickly than expected.  This could trigger an outright decline in
the State's  construction sector rather than the leveling out anticipated in the
baseline forecast.

                                EXTENDED OUTLOOK

    Oregon  is  likely to  remain a  high-growth  state  over the next six years
though some convergence to the U.S. average is likely. The State and the western
region  should  continue to benefit  from an expanding  high-technology  sector,
growth in exports to Asia and Latin America,  net in-migration  from other parts
of the country, and immigration into the U.S.

    Jobs and income in the State are  expected to grow more slowly than they did
in the  previous  eight  year  interval  but much  faster  than the 1979 to 1987
period.  Employment is projected to increase 21.5 percent between 1995 and 2003,
while  inflation-adjusted  personal  income  rises  29.4  percent.  The  State's
population is expected to increase 13 percent over the 8-year period.  Inflation
adjusted per capita income is forecast to increase 14.6 percent between 1995 and
2003.

    Oregon's  growth rate is expected to converge  toward the  national  average
over the long-term.  Rising relative costs,  brought on by higher wages and land
prices is the key  assumption  behind the  forecast of slower  growth in Oregon.
However,  as the growth rate converges  downward,  the State's per capita income
and wages are also  expected  to move  toward the  national  average but in this
case, the converge is from below.

                                   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 $5 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.

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.
    
                                       53
<PAGE>
   
                  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.  Initial
                  estimates  indicated that the amount of principal and interest
                  owing under the court's  ruling  would be  approximately  $280
                  million.

                  The parties drafted a proposed settlement  agreement which the
                  court approved on February 26, 1996. Under the agreement,  the
                  State is  obligated  to pay a total of $225  million.  Of that
                  amount,  $145 million has been paid.  $80 million must be paid
                  at the end of the 1999 legislative session. If the State fails
                  to  appropriate  the  required  amounts,  the State will be in
                  breach of the agreement and subject to additional court action
                  from the plaintiffs.

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
Employees' Retirement System ("PERS") benefits.  The plaintiff class consists of
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 Legislative  Assembly 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 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.

    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 was  approximately  $44 million for the
1995-97  biennium and is $72 million for the 1997-99  biennium.  The trial court
ruled  against  the State on the  breach of  contract  issues.  Plaintiffs,  and
others,  challenged  the adequacy of HB 3349 as a remedy and also sought  review
and clarification of portions of the bill.

    On the State's motion for reconsideration,  the Circuit Court invalidated HB
3349 and enjoined the payment of increased  benefits to PERS  retirees  under HB
3349 that was scheduled to begin in January 1996.  However, on appeal the Oregon
Supreme Court upheld the  constitutionality  of HB 3349 and ruled that the State
must cover the benefits  increase for State  employees but need not indemnify or
reimburse  the  local  governments  for  payments  made  to  plaintiffs  or  the
retirement fund as a result of HB 3349.

    The parties  are  engaged in  settlement  negotiations  and have  reached an
agreement in  principle.  Final  settlement  documents  have not been drafted or
filed with the court.  Under the terms of the  proposed  settlement,  plaintiffs
will  accept the  increased  benefits  payments  provided  under HB 3349 as full
compensation for their contract claims. Plaintiffs will have the right to reopen
the case if benefits are reduced or repealed without a commensurate reduction in
taxes.  Defendant  PERS  employers will pay $600,000 to plaintiffs for attorneys
fees, of which the state will pay $300,000.  Members of the plaintiff class will
have  an  opportunity  to  object  to the  terms  of the  settlement  after  the
settlement  documents are filed with the court.  If there are no  objections,  a
final judgment will be entered.
    

                                       54
<PAGE>
   
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 filed a petition for review
with the U.S.  Supreme Court of the Oregon Supreme  Court's  decision.  The U.S.
Supreme Court denied review in the RAGSDALE case and in a related case ATKINS V.
DEPARTMENT OF REVENUE.

    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. One case has been stayed in
Circuit Court.  The Tax Court ruled in favor of the State,  but plaintiffs  have
appealed to the Oregon Supreme Court.  It is too early to estimate the potential
liability of the State in these cases.  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.  The court
ruled in favor of the State and the plaintiff has appealed to the Oregon Supreme
Court.

    Oral  argument  on both cases was to be heard by the court on  September  4,
1997.

CHALLENGE TO OREGON HEALTH PLAN

         1.       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 were successful,  early estimates indicated that it
                  would cost an  additional  $30 million per biennium to operate
                  the Plan. The State General Fund would be obligated to pay $11
                  million of the total cost 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
                  Legislative Assembly would discontinue the Plan entirely.  The
                  court  granted the State's  motion for  summary  judgment  and
                  dismissal.  The plaintiffs  sought review of the  magistrate's
                  decision  by a  district  court  judge.  The judge  upheld the
                  magistrate's  decision.  The plaintiffs appealed to the United
                  States  Court of  Appeals  for the  Ninth  Circuit.  The State
                  prevailed in that appeal.

         2.       BIBEAU V. PACIFIC NW RESEARCH.  This is a federal  court class
                  action  suit that has been  brought on behalf of  inmates  and
                  their families for injuries the inmates sustained in radiation
                  experiments  to which the inmates were  subjected in the 1960s
                  and 1970s.  The former head of medical services for the Oregon
                  State  Police is named as one of the  defendants  in the suit.
                  The  plaintiffs  seek $250 million in damages;  although it is
                  unlikely that they will recover the full amount sought,  it is
                  too early to provide an accurate  measure of the damages which
                  plaintiffs may  reasonably  recover at this stage of the case.
                  The State has  tendered its defense to the  insurance  company
                  that  provided  coverage  to the  State in the  relevant  time
                  frame.  Defenses  based on statutes of limitation and ultimate
                  repose were asserted on behalf of the State. The court granted
                  the State's motion for summary judgment and dismissed the case
                  based on the  statute  of  limitations.  It is  expected  that
                  plaintiffs will appeal.

          3.      KINROSS COPPER CORP. V. STATE.  An inverse  condemnation  case
                  has been filed against the State which  involves the denial of
                  a  permit  by the  State's  Environmental  Quality  Commission
                  ("EQC").  The Kinross Copper Corporation acquired land for the
                  purpose of mining  copper.  As part of the mining  operations,
                  the company intended to dig a huge pit for which a waste water
                  discharge  permit is  required.  The EQC denied the  company's
                  request for a permit  based upon an  administrative  rule that
                  prohibits  the issuance of a waste water  discharge  permit in
                  the area where the copper mine would be located because of the
                  area's  proximity to a river that supplies  drinking water for
                  the City of Salem,  Oregon and other communities.  The company
                  alleges a "taking" by the State of the company's  property and
                  damages  of $32  million  as the 
    
                                       55
<PAGE>
   
                  amount of money it would have  earned if the  company had been
                  granted a permit  and  allowed  to  operate a mine.  The State
                  asserts that because the  administrative  rule prohibiting the
                  issuance of a permit in the relevant area was in effect at the
                  time the  company  purchased  its  property,  there  can be no
                  "taking." The trial court ruled in favor of the State's motion
                  for summary judgment. However, the plaintiff has appealed that
                  decision to the Oregon  Court of Appeals.  The State  believes
                  that it will  prevail and  receive any damages  based upon the
                  EQC's denial of the permit.

          4.      CLASS ACTION FOR OVERTIME.  A class action  complaint has been
                  filed  against  the State on behalf of a class of 3,000  State
                  managerial employees for unpaid overtime or compensation time.
                  It is too  early  in the  case to know  the  exact  amount  of
                  potential liability. Initial estimates were that the liability
                  would probably  exceed $1 million but be less than $5 million.
                  Revised  estimates are that the liability  could be as high as
                  $11  million.  Plaintiffs'  claims are based on a  legislative
                  change that occurred in the 1995 Oregon  legislative  session.
                  The legislative  assembly amended the statutes relating to the
                  payment of overtime or allowing  compensation  time to require
                  that all  persons  who work  over 40  hours  per week  receive
                  overtime  or  compensation   time.  There  were  a  number  of
                  exceptions  to this  requirement  drafted  for  professionals.
                  However,  State managerial  employees were not included in the
                  express statutory exceptions. The parties have submitted cross
                  motions for summary  judgment that would resolve the case. The
                  legislature  enacted  an  exemption  that  would  cover  State
                  employees in its 1997 session.  Therefore,  liability may only
                  be imposed for the period between 1995 and 1997.

          5.       PRO SE  CASES.  There  are also  several  pro se cases on the
                   docket in which plaintiffs  representing themselves are suing
                   the State for many millions of dollars.  The  possibility  of
                   having to pay anything in any of these cases is negligible.


                               RECENT DEVELOPMENTS

1997 LEGISLATIVE ACTION

    The 1997 Legislative  Assembly passed a balanced budget,  as required by the
Oregon  Constitution,  for the 1997-99 fiscal biennium.  To complete their work,
the Legislative  Assembly met in Regular Session until July 5, 1997. The Regular
Session  focused upon  maintenance of existing  services and  implementation  of
recently passed ballot measures, such as Ballot Measure 50 discussed below.

    The Regular  Session funded the Oregon Plan to restore  healthy  streams and
salmon habitat. Funding is provided by $15 million from the General Fund and $15
million from affected  industries.  The Oregon Health Plan was expanded to cover
an additional 23,000 persons,  funded with $46.7 million of cigarette tax money.
The Legislature also  established a lottery-backed  revenue bond program to fund
rehabilitation of state park facilities. The program is authorized to issue $105
million  and is  anticipated  to issue  $15  million  of  bonds  per  year.  The
Legislative  Assembly approved a one-time  lottery-backed  revenue bond issue of
$150 million for school district capital costs,  conditioned upon voter approval
at a November 1997 special election.

    The Legislature also referred a  constitutional  amendment to the electorate
to authorize  the State to guaranty  general  obligation  bonds issued by school
districts.  Moneys to fund the  guaranty  could  come from an off-set of amounts
otherwise  paid by the State to the district on whose  behalf  payment was made,
other  moneys of the district or the levy of a  state-wide  ad valorem  property
tax.

MEASURE 50

    The 1997  Legislative  Assembly  referred to Oregon  voters,  and the voters
approved at the May 20, 1997, special election, a constitutional  amendment that
replaced the property tax limitations  imposed by the former Measure 47. Measure
50  repealed  Measure  47 and  replaced  it with  new ad  valorem  property  tax
limitations  similar  to  those  enacted  under  Measure  47 by  ordering  a 17%
reduction in 1997-98 in operating tax levies  (which  amounts vary by government
entity)  and by  limiting  the  assessed  value for the tax year  1997-98 to its
1995-96 "real market value," less ten percent.  Thereafter Measure 50 limits the
valuation  growth of  property  assessments  on each unit of  property  to three
percent per year for future tax years.  Measure 50 also requires  voter approval
of the use of fees, taxes,  assessments or other charges as alternative  funding
sources to make up for revenue  reductions  caused by the amended  property  tax
limits.
    

                                       56
<PAGE>
   

    Units of local  government  that levy and  collect  property  taxes are most
directly  affected  by Measure  50. The State does not levy or collect  property
taxes,  but relies  instead on State  income taxes as the main source of revenue
for the State's general fund.  Therefore,  Measure 50's main impact on the State
will likely be to increase  pressure  on the  Legislative  Assembly to use State
funds to replace  revenues  lost by local  governments.  Measure 50 requires the
Legislative  Assembly to replace the estimated $428 million in revenues that the
public school system,  including community  colleges,  would lose in the 1997-99
biennium because of the property tax limitation.  In this manner, Measure 50 may
influence the State budgeting process.

    The Oregon Legislative Revenue Office has estimated that the total reduction
in property tax revenues collected by local governments under Measure 50 will be
approximately  $389  million  for the tax year  1997-98 and  approximately  $454
million for the tax year 1998-99.

    The 1997 Oregon  Legislative  Assembly  passed Senate Bill 1215 to implement
the  provisions of Measure 50.  Schools remain limited to a $5.00 per $1000 rate
and non-school  districts remain limited to a $10 per $1000 rate. Under SB 1215,
the Legislative Assembly chose to make these rates apply to each PROPERTY rather
than to a TAX CODE AREA.  Measure 50  requires  that all new  property  taxes be
approved  by a  majority  of the  voters  in an  election  where at least 50% of
eligible voters participate,  except in the instance of a general election.  The
legislature also referred to the electorate a further  constitutional  amendment
that would repeal these election  restrictions and allow new taxes upon approval
by a majority of voters voting on the matter.

    One lawsuit has been filed  challenging  the process by which Measure 50 was
referred  from the  legislature  to the people  for a vote as  unconstitutional.
However, the State expects to prevail in the case.

LEVEL OF GENERAL OBLIGATION INDEBTEDNESS

    As of June 30, 1996,  approximately $3.75 billion in general obligation debt
of the state of Oregon was  outstanding,  including  $2.83  billion of Veteran's
Affairs bonds, a mortgage bond program.

VALUE OF REVENUE BONDS AFFECTED BY ECONOMY

    Although revenue obligations of Oregon or its political  subdivisions may be
payable from a specific project or source, including lease rentals, there can be
no assurance that economic difficulties,  with the resulting effect on state and
local  governmental  finances,  will not  adversely  affect the market  value of
municipal  obligations  held in the portfolio of the Trust or the ability of the
respective obligors to make required payments on such obligations.

SMALL ACTIVE MARKET

    There is a relatively  small  active  market for  municipal  bonds of Oregon
issuers other than the general  obligation  bonds of the state  itself,  and the
market price of such bonds may, therefore, be volatile. If the Trust were forced
to sell a large volume of these bonds for any reason,  such as  redemptions of a
large  number of its shares,  the large sale itself might  adversely  affect the
value of the Series' portfolio.

SPECIAL FACTORS AFFECTING THE SOUTH CAROLINA MUNICIPAL 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 
    

                                       57
<PAGE>
   
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. A statutory enactment provides for
prospective  application of state  appropriations for school district debt, if a
failure  of  timely  payment  appears  likely.  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 or to defray
directly the cost of certain improvements.
    

    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 has had budget surpluses at
each fiscal year end since June 30,  1994.  Such  difficulties  have not to date
impacted on the State's  ability to pay its  indebtedness  but did result in S&P
lowering its rating on South Carolina  general  obligation bonds from AAA to AA+
on January 29, 1993.  S&P restored  the AAA rating on South  Carolina's  general
obligation bonds on July 9, 1996. 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.
    

                                       58

<PAGE>

                                   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.

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.

                                       59

<PAGE>


 ...1950-1989

o     Develops new open-end investment  companies.  Today,  manages more than 40
      mutual fund portfolios.
o     Helps  pioneer  state-specific,  municipal  bond funds,  today  managing a
      national and 18 state-specific municipal 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.

 ...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 plc, of London,  known
      as Seligman Henderson Co., to offer global investment products.
o     Introduces  to  the  public   Seligman   Frontier  Fund,   Inc.,  a  small
      capitalization mutual fund.
o     Launches Seligman  Henderson Global Fund Series,  Inc., which today offers
      five separate series:  Seligman  Henderson  International  Fund,  Seligman
      Henderson  Global  Smaller  Companies  Fund,   Seligman  Henderson  Global
      Technology Fund,  Seligman Henderson Global Growth  Opportunities Fund and
      Seligman Henderson  Emerging Markets Growth Fund.  

o     Launches  Seligman Value Fund Series,  Inc.,  which  currently  offers two
      separate  series:  Seligman  Large-Cap  Value Fund and Seligman  Small-Cap
      Value Fund.
    
                                       60
<PAGE>

================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>

NATIONAL SERIES

                           FACE                                                               RATINGS+          MARKET
 STATE                    AMOUNT                 MUNICIPAL BONDS                             MOODY'S/S&P         VALUE
- --------                -----------              ---------------                             -----------        -------
<S>                      <C>                                                                   <C>           <C>
ALASKA-- 4.9%            $5,000,000   Valdez Marine Terminal Rev. 
                                        (BP Pipeline Inc. Project), 
                                         5 1/2% due 10/1/2028 .............................    Aa2/AA        $ 4,912,400

CALIFORNIA-- 2.8%         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           2,833,875

FLORIDA-- 2.7%            2,750,000   Jacksonville Electric Authority
                                         (Electric System Rev.),
                                         5 1/4% due 10/1/2028 .............................    Aa1/AA          2,676,162

ILLINOIS-- 12.3%          3,000,000   Chicago Water Rev., 5 1/2% due 11/1/2022 ............    Aaa/AAA         2,991,750

                          1,000,000   Illinois Health Facilities Authority Rev.
                                         (Northwestern MemorialHospital),
                                         6.10% due 8/15/2014 ..............................    Aa2/AA          1,058,160


                          1,250,000   Illinois Health Facilities Authority Rev.
                                          (Edward Hospital Project), 6% due 2/15/2019 .....    A2/A+           1,271,275

                          2,500,000   Illinois Health Facilities Authority Rev.
                                         (Northwestern Memorial
                                         Hospital), 6% due 8/15/2024 ......................    Aa2/AA          2,586,675

                          4,000,000   Regional Transportation Authority GOs
                                         (Cook, DuPage, Kane, Lake, McHenry,
                                         and Will Counties), 5.85% due 6/1/2023 ...........    Aaa/AAA         4,365,240

KENTUCKY-- 2.1%           1,880,000   Trimble County Pollution Control Rev. 
                                         (Louisville Gas & Electric Co. Project),
                                         7 5/8% due 11/1/2020* ............................    Aa2/AA-         2,066,628

MASSA-                    2,000,000   Massachusetts Health &Education Facilities
CHUSETTS-- 2.2%                          Authority Rev. (Amherst College), 
                                        6.80% due 11/1/2021 ...............................    Aa1/AA+         2,178,100

MICHIGAN-- 2.4%           2,250,000   Michigan State Strategic Fund Pollution
                                         Control Rev. (General Motors Corp.),
                                         6.20% due 9/1/2020 ...............................    A3/A-           2,366,415

MISSOURI-- 5.2%           5,000,000   St. Louis Industrial Development Authority
                                         Pollution Control Rev. (Anheuser-Busch
                                         Companies, Inc. Project),
                                         5 7/8% due 11/1/2026* ............................    A1/A+           5,141,450

NEW YORK-- 3.8%           2,485,000   New York City GOs, 7 1/4% due 8/15/2024 .............    Baa1/BBB+       2,703,258
                          1,015,000   New York City GOs, 7 1/4% due 8/15/2024 .............    Aaa/BBB+        1,126,498


SOUTH                     2,000,000   Oconee County Pollution Control Rev. 
CAROLINA-- 2.1%                          (Duke Power Company  Project),
                                         7 1/2% due 2/1/2017 ..............................    Aa2/AA-         2,131,960

SOUTH                     6,000,000   South Dakota Housing Development Authority Rev.
DAKOTA-- 6.2%                            (Homeownership Mortgage), 6.15% due 5/1/2026* ....    Aa1/AAA         6,130,740

TEXAS-- 22.6%             3,700,000   Harris County Health Facilities Development
                                         Corp. Hospital Rev. (St. Luke's
                                         Episcopal Hospital Project),
                                         6 3/4% due 2/15/2021 .............................    Aa3/AAA         4,073,774

                          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 ...............................    Aa3/AA          2,232,000

                          2,000,000   Harris County Health Facilities Development
                                         Corp. SCH Health Care System Rev. 
                                         (Sisters of Charity of the Incarnate Word),
                                         5 3/4% due 7/1/2027 ..............................    Aa3/AA          2,049,640

                          5,000,000   Potter County Industrial Development Corp.
                                         Pollution Control Rev. (Southwestern 
                                         Public Service Company Project),
                                         5 3/4% due 9/1/2016 ..............................    Aaa/AAA         5,230,950

                          2,500,000   San Antonio Electric & Gas Rev.,
                                         5 1/2% due 2/1/2020 ..............................    Aa1/AA          2,522,900
</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


18
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>


NATIONAL SERIES (CONTINUED)

                           FACE                                                               RATINGS+          MARKET
 STATE                    AMOUNT                 MUNICIPAL BONDS                             MOODY'S/S&P         VALUE
- --------                -----------              ---------------                             -----------        -------
<S>                      <C>                                                                   <C>           <C>
TEXAS (CONTINUED)        $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       $ 2,263,340

                          2,605,000   Texas Veterans' Housing Assistance GOs,
                                         6.80% due 12/1/2023* .............................    Aa2/AA          2,760,154

                          1,340,000   Travis County Housing Finance Corporation
                                         (Single Family Mortgage Rev.), 
                                          6.95% due 10/1/2027 .............................    NR/AAA          1,437,203

VIRGINIA-- 5.2%           5,000,000   Fairfax County Industrial Development
                                         Authority Health Care Rev. (Inova 
                                         Health System Project), 6% due 8/15/2026 .........    Aa2/AA          5,202,200

WASHINGTON-- 13.1%        4,325,000   King County GOs, 6 1/8% due 1/1/2033 ................    Aaa/AAA         4,550,289

                          3,000,000   Port Seattle Rev., 5 1/2% due 9/1/2021 ..............    Aaa/AAA         2,991,930

                          5,520,000   Seattle Water System Rev., 5 5/8% due 8/1/2026 ......    Aaa/AAA         5,569,404

WISCONSIN-- 6.4%          6,000,000   LaCrosse Resource Recovery Rev.
                                         (Northern States Power Company
                                         Project), 6% due 11/1/2021* ......................    A2/AA-          6,376,680

WYOMING-- 4.2%            4,000,000   Sweetwater County Pollution Control Rev.
                                         (Idaho Power Company Project), 
                                          6.05% due 7/15/2026 .............................    A3/A            4,140,640
                                                                                                             -----------
TOTAL MUNICIPAL BONDS (Cost $92,747,742)-- 98.2% ....................................................         97,941,690
OTHER ASSETS LESS LIABILITIES-- 1.8% ................................................................          1,818,580
                                                                                                             -----------
NET ASSETS-- 100.0% .................................................................................        $99,760,270
                                                                                                             ===========


COLORADO SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<C>            <C>                                                                                      <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         $  3,143,340

  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            1,614,840

  2,000,000    Colorado Health Facilities Authority Rev. (Sisters of Charity
                   Health Care Systems, Inc.),
                   6% due 5/15/2013 ...........................................................         Aaa/AAA            2,066,760

  3,000,000    Colorado Health Facilities Authority Rev. 
                   (North Colorado Medical Center), 6% due 5/15/2020 ..........................         Aaa/AAA            3,126,300

  2,085,000    Colorado Housing Finance Authority (Single Family Housing Rev.), 
                   5.85% due 11/1/2015 ........................................................         Aa1/AA+            2,142,421

    195,000    Colorado Housing Finance Authority (Single Family Residential Housing Rev.),
                   8% due 3/1/2017 ............................................................         Aa1/NR               198,249

  2,250,000    Colorado Springs, CO Utilities Rev., 6 1/8% due 11/15/2020 .....................         Aa2/AA             2,364,075

    105,000    Colorado Water Resources & Power Development Authority (Clean Water Bonds Rev.),
                   6 7/8% due 9/1/2011 ........................................................         Aa2/AA+              115,103

  2,000,000    Colorado Water Resources & Power Development Authority (Clean Water Bonds Rev.),
                   6% due 9/1/2014 ............................................................         Aa2/AA             2,122,500

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


                                                                              19
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



COLORADO SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
 $1,000,000    Colorado Water Resources & Power Development Authority 
                   (Clean Water Bonds Rev.), 6.30% due 9/1/2014 ...............................         Aa2/AA          $  1,083,580
  
  2,000,000    Denver, CO City & County (St. Anthony Hospital Systems Rev.), 
                   7 3/4% due 5/1/2014 ........................................................         Aaa/AAA            2,135,060
  
  2,500,000    Denver, CO City & County (Sisters of Charity of Leavenworth Health
                   Services Corporation), 5% due 12/1/2023 ....................................         Aa3/AA             2,350,550
  
  2,000,000    Denver, CO City &County Department of Aviation Airport System Rev.,
                   5 1/2% due 11/15/2025 ......................................................         Aaa/AAA            1,994,180
  
  2,250,000    Denver, CO City & County Excise Tax Rev., 6 1/2% due 9/1/2014 ..................         Aaa/AAA            2,346,502
  
  1,985,000    Fort Collins, CO GOs Water Bonds, 6 3/8% due 12/1/2012 .........................         Aa2/AA             2,159,084
  
  2,500,000    Fort Collins Pollution Control Rev. (Anheuser-Busch Project),
                   6% due 9/1/2031 ............................................................         A1/A+              2,591,550
    
  3,000,000   Fountain Valley Authority, Co Water Treatment Rev., 
                   6.80% due 12/1/2019 ........................................................         AA/AA              3,262,470

  1,895,000    Northglenn, CO Joint Water & Wastewater Utility, 
                   6.80% due 12/1/2008 ........................................................         Aaa/NR             2,100,380
  
  2,500,000    Platte River Power Authority, CO Power Rev.,
                   6 1/8% due 6/1/2014 ........................................................         Aa3/A+             2,638,800
  
  1,750,000    Pueblo County, CO Single Family Mortgage Rev.,
                   7.05% due 11/1/2027 ........................................................         NR/AAA             1,863,278
  
  2,000,000    Puerto Rico Highway & Transportation Authority Highway Rev., 
                   5 1/2% due 7/1/2036 ........................................................         Baa1/A             2,006,800

  3,000,000    University of Colorado Hospital Authority Hospital Rev.,
                   6.40% due 11/15/2022 .......................................................         Aaa/AAA            3,272,670

  2,000,000    Westminster, CO (Adams & Jefferson Counties) Sales & Use Tax Rev.,
                   7% due 12/1/2008 ...........................................................         Aaa/AAA            2,178,200
                                                                                                                         -----------
TOTAL MUNICIPAL BONDS (Cost $45,749,567)-- 97.7% ....................................................                     48,876,692
VARIABLE RATE DEMAND NOTES (Cost $300,000)-- 0.6% ...................................................                        300,000
OTHER ASSETS LESS LIABILITIES-- 1.7% ................................................................                        841,400
                                                                                                                         -----------
NET ASSETS-- 100.0% .................................................................................                    $50,018,092
                                                                                                                         ===========


GEORGIA SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<C>            <C>                                                                                      <C>             <C>
$ 2,000,000    Atlanta, GA Water & Sewer Rev., 5 1/4% due 1/1/2027 ............................         Aaa/AAA         $  1,953,080

  1,000,000    Cartersville, GA Development Authority Rev. Water & Wastewater Facilities
                   (Anheuser-Busch), 7.40% due 11/1/2010* .....................................         A1/A+              1,217,380

  2,000,000    Cartersville, GA Development Authority Rev. Water & Wastewater Facilities
                   (Anheuser-Busch), 6 3/4% due 2/1/2012* .....................................         A1/A+              2,185,720

  3,000,000    Chatham County, GA School District GOs, 5 1/2% due 8/1/2020 ....................         Aaa/AAA            3,007,320

    750,000    Chatham County Hospital Authority, GA Rev. (Memorial Medical Center, Inc.),
                   7% due 1/1/2021 ............................................................         Aaa/AAA              826,507

  2,000,000    Columbia County, GA School District GOs,
                   6 1/4% due 4/1/2013 ........................................................         Aaa/AAA            2,189,740
</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


20
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>




GEORGIA SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 1,000,000    Columbia County, GA Water & Sewerage Rev., 6 1/4% due 6/1/2012 .................         Aaa/AAA         $  1,082,390

  1,000,000    DeKalb County, GA GOs, 5 1/4% due 1/1/2020 .....................................         Aa1/AA+              985,720

  1,000,000    DeKalb County, GA Water & Sewerage Rev., 7% due 10/1/2014 ......................         Aaa/AA             1,098,560

  2,000,000    DeKalb County, GA Water & Sewerage Rev., 5 1/4% due 10/1/2023 ..................         Aa/AA              1,969,320

    700,000    DeKalb Private Hospital Authority, GA Rev. 
                   (Emory University Project), 6 3/4% due 4/1/2017 ............................         Aa1/AA               769,321

    300,000    DeKalb Private Hospital Authority, GA Rev. (Emory University
                   Project), 7% due 4/1/2021 ..................................................         Aa1/AA               332,130

  1,000,000    Fayette County, GA School District GOs, 
                   6 1/8% due 3/1/2015 ........................................................         Aa/A+              1,067,990

  3,000,000    Fulton County, GA School District GOS, 
                   5 5/8% DUE 1/1/2021 ........................................................         AA3/AA             3,046,200

  2,975,000    Georgia Housing & Finance Authority Rev. (Single Family Mortgage),
                   5 1/4% due 12/1/2020 .......................................................         Aa2/AA+            2,874,237

  2,500,000    Georgia Municipal Gas Authority Rev. (Southern Storage Gas Project),
                   6.40% due 7/1/2014 .........................................................         NR/A-              2,686,025

  1,000,000    Georgia State GOs, 5 3/4% due 2/1/2011 .........................................         Aaa/AAA            1,046,280

  1,750,000    Glynn-Brunswick Memorial Hospital Authority Rev. (Southeast Georgia Health
                   Systems Project), 6% due 8/1/2016 ..........................................         Aaa/AAA            1,857,275

  1,000,000    Gwinnett County, GA School District GOs, 6.40% due 2/1/2012 ....................         Aa1/AA+            1,150,870

  1,500,000    Henry County School District, GA GOs, 6.45% due 8/1/2011 .......................         A1/A+              1,711,980

  1,000,000    Metropolitan Atlanta Rapid Transit Authority, 
                   GA Sales Tax Rev., 7 1/4% due 7/1/2010 .....................................         A1/AA-             1,042,730

    500,000    Metropolitan Atlanta Rapid Transit Authority,
                   GA Sales Tax Rev., 6 1/4% due 7/1/2018 .....................................         A1/AA-               559,980

  2,000,000    Monroe County, GA Development Authority Pollution Control Rev. 
                   (Georgia Power Company Plant-- Scherer Project), 6% due 7/1/2025 ...........         Aaa/AAA            2,084,360

  2,500,000    Peachtree City, GAWater &Sewerage Authority Sewer System Rev.,
                   5.60% due 3/1/2027 .........................................................         Aa3/AA             2,554,925

  2,500,000    Private Colleges & Universities Authority, GA (Spelman College Project),
                   6.20% due 6/1/2014 .........................................................         Aaa/AAA            2,722,000

  1,500,000    Private Colleges & Universities Authority, GA (Mercer University Project),
                   6 1/2% due 11/1/2015 .......................................................         Aaa/AAA            1,746,075

  3,000,000    Private Colleges & Universities Authority, GA (Agnes Scott College Project),
                   5 5/8% due 6/1/2023 ........................................................         Aa3/AA-            3,039,810

  1,500,000    Puerto Rico Highway & Transportation Authority Highway Rev.,
                   5 1/2% due 7/1/2026 ........................................................         Baa1/A             1,495,560

  1,000,000    Puerto Rico Highway & Transportation Authority Highway Rev.,
                   5 1/2% due 7/1/2036 ........................................................         Baa1/A             1,003,400

  2,000,000    Savannah, GA Airport Rev., 6 1/4% due 1/1/2015* ................................         Aaa/AAA            2,110,680
                                                                                                                         -----------
TOTAL MUNICIPAL BONDS (Cost $48,301,223)-- 96.5% .....................................................                    51,417,565
VARIABLE RATE DEMAND NOTES (Cost $1,000,000)-- 1.9% ..................................................                     1,000,000
OTHER ASSETS LESS LIABILITIES-- 1.6% .................................................................                       836,449
                                                                                                                         -----------
NET ASSETS-- 100.0% ..................................................................................                   $53,254,014
                                                                                                                         ===========

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


                                                                              21
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



LOUISIANA SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 1,055,000    Alexandria, LA Utilities Rev., 5.30% due 5/1/2013 ..............................         Aaa/AAA         $  1,058,576

  3,000,000    Bastrop, LA Industrial Development Board Pollution Control Rev. 
                   (International Paper Company Project), 6.90% due 3/1/2007 ..................         A3/A-              3,296,700

  2,500,000    Calcasieu Parish, LA Industrial Development Board (Conoco Inc. Project),
                   5 3/4% due 12/1/2026* ......................................................         Aa3/AA-            2,524,400

  2,420,000    East Baton Rouge Parish, LA Mortgage Finance Authority 
                   (Single Family Mortgage Rev.), 5.40% due 10/1/2025 .........................         Aaa/NR             2,365,356

  1,000,000    East Baton Rouge Parish, LA Public Improvement Sales & Use Tax Rev.,
                   7 1/4% due 2/1/2009 ........................................................         Aaa/AAA            1,057,140

  3,000,000    East Baton Rouge Parish, LA Public Improvement Sales & Use Tax Rev.,
                   5.90% due 2/1/2018 .........................................................         Aaa/AAA            3,148,740

  2,000,000    Houma, LA Utilities Rev., 6 1/4% due 1/1/2012 ..................................         Aaa/AAA            2,149,280

  2,000,000    Jefferson Parish, LA Home Mortgage Authority
                   (Single Family Mortgage Rev.), 6% due 12/1/2024* ...........................         Aa/NR              2,026,840

  2,495,000    Louisiana Housing Finance Agency Mortgage Rev. (Single Family), 
                   6.45% due 6/1/2027* ........................................................         Aaa/AAA            2,593,727

  2,500,000    Louisiana Public Facilities Authority Hospital Rev. 
                   (Our Lady of Lourdes Regional Medical Center 
                   Project), 6.45% due 2/1/2022 ...............................................         Aaa/AAA            2,706,150

  2,500,000    Louisiana Public Facilities Authority Rev. (Loyola University Project),
                   5 5/8% due 10/1/2016 .......................................................         Aaa/AAA            2,571,475

  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+            2,683,675

  3,000,000    Louisiana Public Facilities Authority Rev. (Tulane University), 
                   5 3/4% due 2/15/2021 .......................................................         Aaa/AAA            3,077,640

  3,000,000    Louisiana State GOs, 6 1/2% due 5/1/2011 .......................................         Aaa/AAA            3,293,610

  2,000,000    Louisiana State University & Agricultural & Mechanical College 
                   Auxiliary Rev., 5 3/4% due 7/1/2014 ........................................         Aaa/AAA            2,074,960

  2,500,000    Ouachita Parish, LAHospital Service District Rev.
                   (Glenwood Regional Medical Center), 5 3/4% due 5/15/2021 ...................         Aaa/AAA            2,579,175

    190,000    Ouachita Parish, LA Industrial Development Rev. (International Paper Company),
                   6 1/2% due 4/1/2006 ........................................................         NR/NR                190,137

  2,500,000    Saint Bernard Parish, LA Exempt Facility Rev. (Mobil Oil
                   Corporation Project), 5.90% due 11/1/2026* .................................         Aa2/AA             2,576,400

  1,250,000    Saint Charles Parish, LA Environmental Improvement Rev. 
                   (Louisiana Power and Light Company Project), 6.20% due 5/1/2023* ...........         Baa2/BBB           1,282,063

  2,960,000    Saint Charles Parish, LA Waterworks & Wastewater District Utility Rev.,
                   7.15% due 7/1/2016 .........................................................         Aaa/AAA            3,287,672

  1,555,000    Shreveport, LA GOs, 7 1/2% due 4/1/2006 ........................................         Aaa/AAA            1,696,474

  1,750,000    Shreveport, LA Water & Sewer Rev., 7 1/8% due 12/1/2014 ........................         Aaa/AAA            1,794,643

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


22
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



LOUISIANA SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 2,050,000    Sulphur, LA Housing & Mortgage Finance Trust (Residential Mortgage Rev.),
                   7 1/4% due 12/1/2010 .......................................................         Aaa/AAA         $  2,354,486

  2,500,000    Tangipahoa Parish, LA Hospital Service District No. 1 Rev.
                   (Northoaks Medical Center), 6 1/4% due 2/1/2024 ............................         Aaa/AAA            2,672,050
                                                                                                                         -----------
TOTAL MUNICIPAL BONDS (Cost $51,697,171)-- 97.1% ....................................................                     55,061,369
VARIABLE RATE DEMAND NOTES (COST $500,000)-- 0.9% ...................................................                        500,000
OTHER ASSETS LESS LIABILITIES-- 2.0% ................................................................                      1,146,242
                                                                                                                         -----------
NET ASSETS-- 100.0% .................................................................................                    $56,707,611
                                                                                                                         ===========


MARYLAND SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<C>            <C>                                                                                      <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            $  3,097,710

  2,000,000    Baltimore, MD Consolidated Public Improvement GOs, 
                   6 3/8% due 10/15/2006 ......................................................         Aaa/AAA            2,268,060

  2,500,000    Baltimore, MD Port Facilities Rev. (Consolidated Coal Sales Co. Project),
                   6 1/2% due 10/1/2011 .......................................................         Aa3/AA-            2,724,975

  2,000,000    Baltimore, MD Project and Refunding Rev. (Water Projects), 
                   5 1/2% due 7/1/2026 ........................................................         Aaa/AAA            2,014,340

  2,000,000    Howard County, MD Metropolitan District Project GOs, 
                   5 1/2% due 8/15/2022 .......................................................         Aaa/AA+            2,016,380

  2,000,000    Maryland Community Development Administration Dept. of Housing & Community
                   Development (Multi-Family Housing), 7.70% due 5/15/2020* ...................         Aa/NR              2,122,560

  2,465,000    Maryland Community Development Administration Dept. of Housing & Community
                   Development (Single Family Program), 6.80% due 4/1/2024* ...................         Aa/NR              2,616,326

  2,500,000    Maryland Community Development Administration Dept. of Housing & Community
                   Development (Residential Rev.), 5 7/8% due 9/1/2025* .......................         AA2/NR             2,527,850

  2,500,000    Maryland Community Development Administration Dept. of Housing & Community
                   Development (Multi-Family Housing), 6.70% due 5/15/2027 ....................         Aa/NR              2,619,300

  2,710,000    Maryland Health & Higher Educational Facilities Authority Rev. 
                   (Good Samaritan Hospital), 5 3/4% due 7/1/2019 .............................         A1/A               2,786,449

  3,000,000    Maryland Health & Higher Educational Facilities Authority Rev.
                   (Johns Hopkins University), 7 1/2% due 7/1/2020 ............................         Aa2/AA-            3,135,540

  2,000,000    Maryland Health & Higher Educational Facilities Authority Rev. 
                   (Suburban Hospital), 5 1/8% due 7/1/2021 ...................................         A1/A+              1,952,860

  2,750,000    Maryland Health & Higher Educational Facilities Authority Rev. 
                   (Ann Arundel Medical Center), 5% due 7/1/2023 ..............................         Aaa/AAA            2,619,760

  2,500,000    Maryland Health & Higher Educational Facilities Authority Rev.
                   (Francis Scott Key Medical Center), 5% due 7/1/2023 ........................         Aaa/AAA            2,381,600

  2,000,000    Maryland Health &Higher Educational Facilities Authority Rev.
                   (Mercy Medical Center), 5 3/4% due 7/1/2026 ................................         Aaa/AAA            2,056,340

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


                                                                              23
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



MARYLAND SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 1,000,000    Maryland National Capital Park & Planning Commission GOs 
                   (Prince George's County), 6.90% due 7/1/2010 ...............................         Aa2/AA          $  1,089,440

  2,000,000    Maryland Transportation Authority Rev. (Baltimore/Washington International
                   Airport Project), 6 1/4% due 7/1/2014* .....................................         Aaa/AAA            2,143,060

  2,500,000    Maryland Transportation Authority Rev. Transportation Facilities Projects,
                   5 3/4% due 7/1/2015 ........................................................         A1/A+              2,563,350

  1,000,000    Maryland Water Quality Financing Administration Revolving Loan Fund Rev.,
                   6.70% due 9/1/2013 .........................................................         Aaa/AAA            1,106,810

  1,000,000    Maryland Water Quality Financing Administration Revolving Loan Fund Rev.,
                   7.10% due 9/1/2013 .........................................................         Aaa/AAA            1,121,130

    450,000    Montgomery County, MD Housing Opportunities Commission (Single Family
                   Mortgage Rev.), 7 3/8% due 7/1/2017 ........................................         Aa2/NR               470,966

  1,500,000    Montgomery County, MD Housing Opportunities Commission Rev., 
                   6.20% due 7/1/2026* ........................................................         Aa2/NR             1,547,340

  2,000,000    Northeast Maryland Waste Disposal Authority Solid Waste Rev.
                   (Montgomery County Resource Recovery Project), 
                   6.30% due 7/1/2016* ........................................................         A/NR               2,113,880

  1,000,000    Puerto Rico Highway & Transportation Authority Highway Rev.,
                   5 1/2% due 7/1/2036 ........................................................         BAA1/A             1,003,400

     35,000    Puerto Rico Housing Finance Corporation (Single Family
                   Mortgage Rev. Portfolio 1), 7.80% due 10/15/2021 ...........................         Aaa/AAA               35,871

    630,000    Puerto Rico Housing Finance Corporation (Single Family Mortgage
                   Rev. Portfolio 1-C), 6.85% due 10/15/2023 ..................................         Aaa/AAA              665,545

  2,500,000    Washington Suburban Sanitary District, MD, 6 1/2% due 1/1/2016 .................         Aa1/AA             2,732,725
                                                                                                                         -----------
TOTAL MUNICIPAL BONDS (Cost $50,452,075)-- 98.0% ....................................................                     53,533,567
OTHER ASSETS LESS LIABILITIES-- 2.0% ................................................................                      1,077,988
                                                                                                                         -----------
NET ASSETS-- 100.0% .................................................................................                    $54,611,555
                                                                                                                         ===========


MASSACHUSETTS SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<C>            <C>                                                                                      <C>             <C>
$ 5,000,000    Boston, MA Water & Sewer Commission General Rev., 5 1/4% due 11/1/2019 .........         A2/A            $  5,025,800

  3,000,000    Boston, MA Water & Sewer Commission General Rev., 7.10% due 11/1/2019 ..........         Aaa/AAA            3,240,270

  5,000,000    Massachusetts Bay Transportation Authority General Transportation System,
                   5 5/8% due 3/1/2026 ........................................................         A1/A+              5,033,050

  1,505,000    Massachusetts Education Loan Authority Education Loan Rev., 8% due 6/1/2002 ....         NR/AAA             1,533,384

  3,000,000    Massachusetts Health & Educational Facilities Authority Rev.
                   (Daughters of Charity National Health Systems--Carney 
                   Hospital), 6% due 7/1/2009 .................................................         Aa2/AA+            3,151,680

  2,500,000    Massachusetts Health & Educational Facilities Authority Rev.
                   (Daughters of Charity National Health Systems--Carney Hospital), 
                   6.10% due 7/1/2014 .........................................................         Aa2/AA+            2,645,550

  5,000,000    Massachusetts Health & Educational Facilities Authority Rev. (Newton-Wellesley
                   Hospital), 6% due 7/1/2018 .................................................         Aaa/AAA            5,251,750


</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


24
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>


MASSACHUSETTS SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 3,295,000    Massachusetts Health & Educational Facilities Authority Rev. (Tufts University),
                   7.40% due 8/1/2018 .........................................................         Aaa/A+          $  3,456,422

    705,000    Massachusetts Health & Educational Facilities Authority Rev. (Tufts University),
                   7.40% due 8/1/2018 .........................................................         A1/A+                737,684

  3,500,000    Massachusetts Health &Educational Facilities Authority Rev. (Williams College),
                   5 3/4% due 7/1/2019 ........................................................         Aa1/AA             3,598,595
 
 2,500,000    Massachusetts Health & Educational Facilities Authority Rev. (Suffolk University),
                   8 1/8% due 7/1/2020 ........................................................         NR/NR              2,784,800

  5,100,000    Massachusetts Health & Educational Facilities Authority Rev. (SmithCollege),
                   5 3/4% due 7/1/2024 ........................................................         Aa2/AA-            5,190,678

  5,000,000    Massachusetts Health &Educational Facilities Authority Rev. (Partners Healthcare
                   System), 5 3/8% due 7/1/2024 ...............................................         Aaa/AAA            4,912,500

  7,500,000    Massachusetts Health & Educational Facilities Authority Rev. 
                   (Harvard University), 5 5/8% due 11/1/2028 .................................         Aaa/AAA            7,635,375

  4,705,000    Massachusetts Housing Finance Agency Rev. (Single Family Housing),
                   7.30% due 6/1/2014 .........................................................         Aa/A+              4,806,110

  3,500,000    Massachusetts Industrial Finance Agency Rev. (Phillips Academy),
                   5 3/8% due 9/1/2023 ........................................................         Aa1/AA+            3,463,600

  3,000,000    Massachusetts Industrial Finance Agency Rev. (College of The Holy Cross),
                   5 5/8% due 3/1/2026 ........................................................         Aaa/AAA            3,045,930

  3,000,000    Massachusetts Industrial Finance Agency Rev. (Suffolk University),
                   5 1/4% due 7/1/2027 ........................................................         Aaa/AAA            2,924,820

  2,000,000    Massachusetts Industrial Finance Agency Electric Utility Rev. 
                   (Nantucket Electric Company Project), 5 7/8% due 7/1/2017* .................         Aaa/AAA            2,082,340

  3,000,000    Massachusetts Port Authority Special Facilities Rev. (BOSFUEL Project),
                   5 3/4% due 7/1/2039* .......................................................         Aaa/AAA            3,022,650

  2,500,000    Massachusetts Special Obligation Rev. (Highway Improvement Loan),
                   5.80% due 6/1/2014 .........................................................         Aa3/AA             2,713,200

  5,000,000    Massachusetts State Consolidated Loan GOs, 5 1/8% due 11/1/2013 ................         Aaa/AAA            4,980,250

  8,475,000    Massachusetts State Port Authority Rev., 7 1/8% due 7/1/2012 ...................         Aa3/AA             8,538,817

  5,000,000    Massachusetts Water Pollution Abatement Trust Pool Loan Program,
                   5 5/8% due 2/1/2016 ........................................................         Aaa/AAA            5,197,300

  5,500,000    Massachusetts Water Resources Authority General Rev., 
                   5.60% due 11/1/2026 ........................................................         Aaa/AAA            5,576,835

    730,000    Puerto Rico Electric Power Authority Power Rev., 
                   7 1/8% due 7/1/2014 ........................................................         Baa1/BBB+            779,297

  4,000,000    Puerto Rico Highway & Transportation Authority Highway Rev., 
                   5 1/2% due 7/1/2036 ........................................................         Baa1/A             4,013,600

  2,750,000    Puerto Rico Port Authority Rev., 6% due 7/1/2021* ..............................         Aaa/AAA            2,806,045
                                                                                                                        ------------
TOTAL MUNICIPAL BONDS (Cost $103,585,106)-- 97.2% ...................................................                    108,148,332
VARIABLE RATE DEMAND NOTES (Cost $1,800,000)-- 1.6% .................................................                      1,800,000
OTHER ASSETS LESS LIABILITIES-- 1.2% ................................................................                      1,307,323
                                                                                                                        ------------
NET ASSETS-- 100.0% .................................................................................                   $111,255,655
                                                                                                                        ============
</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


                                                                              25
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



MICHIGAN SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 5,000,000    Capital Region Airport Authority, MI Airport Rev., 
                   6.70% due 7/1/2021* ........................................................         Aaa/AAA         $  5,445,300

  5,000,000    Detroit, MI GOs, 5 1/2% due 4/1/2016 ...........................................         Aaa/AAA            5,027,750

  6,000,000    Detroit, MI Water Supply System Rev., 
                   6 1/4% due 7/1/2012 ........................................................         Aaa/AAA            6,479,700

  3,000,000    Grand Haven, MI Electric System Rev.,
                   5 1/4% due 7/1/2013 ........................................................         Aaa/AAA            2,993,370

  5,000,000    Grand Rapids, MI Water Supply System Rev., 5 3/4% due 1/1/2018 .................         Aaa/AAA            5,063,000

  1,000,000    Grand Traverse County, MI Hospital Finance Authority (Munson Healthcare
                   Obligated Group), 6 1/4% due 7/1/2012 ......................................         Aaa/AAA            1,065,830

  1,500,000    Grand Traverse County, MI Hospital Finance Authority (Munson Healthcare
                   Obligated Group), 6 1/4% due 7/1/2022 ......................................         Aaa/AAA            1,590,885

  3,000,000    Holland School District, MI GOs (School Building and Site Bonds), 
                   7 3/8% due 5/1/2019 ........................................................         NR/NR              3,090,750

  5,000,000    Kent County, MI Airport Rev., 6.10% due 1/1/2025* ..............................         Aa/AAA             5,304,100

  5,000,000    Kent County, MI Refuse Disposal System GOs, 8.40% due 11/1/2010 ................         Aa2/AAA            5,144,100

  2,775,000    Kentwood, MI Public Schools Building & Site GOs, 6.40% due 5/1/2015 ............         Aa2/A+             3,060,742

  3,000,000    Lansing, MIBuilding Authority Rev., 5.60% due 6/1/2019 .........................         A1/AA+             3,060,330

  3,250,000    Marquette, MIHospital Finance Authority Hospital Rev.
                   (Marquette General Hospital), 6.10% due 4/1/2019 ...........................         Aaa/AAA            3,441,230

  3,000,000    Michigan Public Power Agency Rev. (Belle River Project), 
                   5 1/4% due 1/1/2018 ........................................................         A1/AA-             2,912,370

  3,000,000    Michigan State Building Authority Rev., 6 1/4% due 10/1/2020 ...................         A1/AA-             3,186,000

  6,000,000    Michigan State GOs (Environmental Protection Program), 5.40% due 11/1/2019 .....         Aa2/AA             6,033,900

  5,000,000    Michigan State Hospital Finance Authority Hospital Rev. 
                   (St. John Hospital), 5 3/4% due 5/15/2016 ..................................         Aaa/AAA            5,117,250

  5,000,000    Michigan State Hospital Finance Authority Hospital Rev.
                   (Henry Ford Health System), 5 3/4% due 9/1/2017 ............................         Aaa/AAA            5,102,550

  5,000,000   Michigan State Hospital Finance Authority Hospital Rev.
                   (Detroit Medical Center), 6 1/2% DUE 8/15/2018 .............................         A2/A               5,373,200

  2,000,000    Michigan State Hospital Finance Authority Hospital Rev. (St. John Hospital),
                   5 1/4% due 5/15/2026 .......................................................         Aaa/AAA            1,925,400

  5,000,000    Michigan State Hospital Finance Authority Hospital Rev. (Mercy Health Services
                   Obligated Group), 5 3/4% due 8/15/2026 .....................................         Aa3/AA-            5,081,400

  5,000,000    Michigan State Hospital Finance Authority Hospital Rev. 
                   (Sparrow Obligated Group), 6% due 11/15/2036 ...............................         Aaa/AAA            5,265,200

  2,500,000    Michigan State Housing Development Authority Rev. (Single Family Mortgage),
                   6.80% due 12/1/2016 ........................................................         NR/AA+             2,658,050

  5,000,000    Michigan State Housing Development Authority Rev. (Rental Housing),
                   6.65% due 4/1/2023 .........................................................         NR/A+              5,215,500

  4,000,000    Michigan State Housing Development Authority Rev. (Single Family Mortgage),
                   6.05% due 12/1/2027 ........................................................         NR/AA+             4,123,280

  3,000,000    Michigan State Strategic Fund Pollution Control Rev. 
                   (Detroit Edison Company), 6 1/2% due 2/15/2016 .............................         Aaa/AAA            3,277,530

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


26
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



MICHIGAN SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 6,000,000    Michigan State Strategic Fund Pollution Control Rev. (General Motors Corp.),
                   6.20% due 9/1/2020 .........................................................         A3/A-           $  6,310,440

  7,500,000    Michigan State Trunk Line Rev., 5.80% due 11/15/2024 ...........................         Aaa/AAA            7,718,850

  2,000,000    Midland, MI Water Supply System Rev., 7.20% due 4/1/2010 .......................         A/A                2,164,240

  6,300,000    Oxford, MI Area Community Schools GOs, 5 1/2% due 5/1/2021 .....................         Aaa/AAA            6,319,719

  5,000,000    University of Michigan Hospital Rev., 6 3/8% due 12/1/2024 .....................         Aa2/AA             5,178,050

  5,000,000    Wayne, MI State University Rev., 5.65% due 11/15/2015 ..........................         Aaa/AAA            5,113,100

  3,000,000    Wyandotte, MI Electric Rev., 6 1/4% due 10/1/2017 ..............................         Aaa/AAA            3,222,090

                                                                                                                        ------------
TOTAL MUNICIPAL BONDS (Cost $133,829,878)-- 97.8% ..................................................                     142,065,206
VARIABLE RATE DEMAND NOTES (Cost $800,000)-- 0.6% ..................................................                         800,000
OTHER ASSETS LESS LIABILITIES-- 1.6% ...............................................................                       2,350,143
                                                                                                                        ------------
NET ASSETS-- 100.0% ................................................................................                    $145,215,349
                                                                                                                        ============


MINNESOTA SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<C>            <C>                                                                                      <C>             <C>
$ 6,250,000    Becker, MN Pollution Control Rev. (Northern States Power Company),
                   6.80% due 4/1/2007 .........................................................         A2/A+           $  6,587,437

  1,500,000    Buffalo, MN Independent School District GOs, 6.15% due 2/1/2022 ................         Aaa/AAA            1,578,360

  1,500,000    Cloquet, MN Pollution Control Rev. (Potlatch Corporation Projects), 
                   5.90% due 10/1/2026 ........................................................         NR/A-              1,547,040

  3,000,000    Dakota County, MN GOs Capital Improvement, 7.30% due 2/1/2008 ..................         Aa3/NR             3,032,970

  5,000,000    Edina, MN Housing Development Rev. (Edina Park Plaza Project), 
                   7.70% due 12/1/2028 ........................................................         Aa/NR              5,230,800

  3,545,000    Fridley, MN Independent School District Gos, 5.35% Due 2/1/2021 ................         Aaa/AAA            3,493,633

  1,200,000    Lakeville, MN Independent School District GOs, 6.70% due 2/1/2015 ..............         Aaa/AAA            1,240,236

  7,500,000    Minneapolis, MN Community Development Agency Tax Increment Rev.,
                   Zero Coupon Bond due 9/1/2003 ..............................................         Aaa/AAA            5,769,825

  1,400,000    Minneapolis-St. Paul Metropolitan Area (Metropolitan Council of 
                   the Twin Cities), MN, 5 1/2% due 12/1/2012 .................................         Aaa/AAA            1,444,940

  5,000,000    Minneapolis-St. Paul, MN Housing & Redevelopment Authority Health Care Rev.
                   (Children's Health Care), 5 1/2% due 8/15/2025 .............................         Aaa/AAA            4,957,400

  1,500,000    Minneapolis, MN GOs, 6% due 3/1/2016 ...........................................         Aaa/AAA            1,574,625

  2,000,000    Minneapolis, MN Hospital Facilities Rev. (Lifespan, Inc. -- 
                   Abbott-Northwestern Hospital, Inc.), 7 7/8% due 12/1/2014 ..................         Aaa/AAA            2,053,460

  4,300,000    Minneapolis, MN Special School District GOs, 5% due 2/1/2014 ...................         Aa1/AA+            4,261,816

  1,500,000    Minneapolis, MN Tax Increment Rev., 7% due 3/1/2003 ............................         Aaa/AAA            1,519,020

  2,775,000    Minnesota Higher Education Facilities Authority Rev. (University
                   of St. Thomas), 5.40% due 4/1/2022 .........................................         A2/NR              2,767,508

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


                                                                              27
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>


MINNESOTA SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$   830,000    Minnesota Housing Finance Agency (Housing Development),
                   6 1/4% due 2/1/2020 ........................................................         Aa2/AA          $    840,973

  5,000,000    Minnesota Housing Finance Agency (Single Family Mortgage), 
                   6.85% due 1/1/2024* ........................................................         Aa2/AA+            5,277,900

  5,500,000    Minnesota Public Facilities Authority Water Pollution Control Rev.,
                   7.10% due 3/1/2012 .........................................................         Aaa/AAA            5,982,515

  5,000,000    Minnesota State GOs, 5.70% due 5/1/2016 ........................................         Aaa/AAA            5,181,600

  5,000,000    North Saint Paul/Maplewood, MN Independent School District GOs, 
                   5 1/8% due 2/1/2025 ........................................................         Aa1/AA+            4,839,000

  5,000,000    Northern Municipal Power Agency, MN Electric System Rev., 
                   7 1/4% due 1/1/2016 ........................................................         A2/A               5,285,650

  2,500,000    Northern Municipal Power Agency, MN Electric System Rev.,
                   7.40% due 1/1/2018 .........................................................         AAA/AAA            2,653,075

  2,500,000    Northfield, MNIndependent School District GOs, 5 1/4% due 2/1/2017 .............         Aa1/NR             2,490,800

  2,000,000    Ramsey & Washington Counties, MN Resource Recovery Rev. 
                   (Northern States Power Company Project), 6 3/4% due 12/1/2006 ..............         A1/AA-             2,066,480

  4,000,000    Rochester, MN Health Care Facilities Rev. (Mayo Foundation/Mayo Medical Center),
                   7.45% due 11/15/2006 .......................................................         NR/AA+             4,384,120

  4,500,000    Rochester, MN Health Care Facilities Rev. (Mayo Foundation/Mayo Medical Center),
                   6 1/4% due 11/15/2014 ......................................................         NR/AA+             4,825,350

  1,000,000    Rochester, MN Health Care Facilities Rev. (Mayo Foundation/Mayo Medical Center),
                   6 1/4% due 11/15/2021 ......................................................         NR/AA+             1,068,540

  2,575,000    Rochester, MN Independent School District GOs, 5 5/8% due 2/1/2016 .............         Aaa/AA+            2,658,610

  2,715,000    Rochester, MN Independent School District GOs, 5 5/8% due 2/1/2017 .............         Aaa/AA+            2,795,744

  1,000,000    Saint Cloud, MNHospital Facilities Rev. (Saint Cloud Hospital), 
                   5% due 7/1/2020 ............................................................         Aaa/AAA              946,630

    223,857    Saint Paul, MN Science Museum Facilities Rev. (Science Museum of 
                   Minnesota Project), 7 1/2% due 12/15/2001 ..................................         NR/AAA               239,660

     45,000    Saint Paul Port Authority, MN Industrial Development Rev.
                   Series E, 9 1/8% due 10/1/2000 .............................................         NR/CCC                44,826

      5,000    Saint Paul Port Authority, MN Industrial Development
                   Rev. Series H, 9 1/8% due 12/1/2000 ........................................         NR/CCC                 4,979

     55,000    Saint Paul Port Authority, MN Industrial Development 
                   Rev. Series I, 9 1/8% due 12/1/2000 ........................................         NR/CCC                54,765

     50,000    Saint Paul Port Authority, MN Industrial Development
                   Rev. Series E, 9 1/8% due 10/1/2001 ........................................         NR/CCC                49,672

     10,000    Saint Paul Port Authority, MN Industrial Development 
                   Rev. Series H, 9 1/8% due 12/1/2001 ........................................         NR/CCC                 9,930

     55,000    Saint Paul Port Authority, MN Industrial Development
                   Rev. Series I, 9 1/8% due 12/1/2001 ........................................         NR/CCC                54,614

      5,000    Saint Paul Port Authority, MN Industrial Development 
                   Rev. Series L, 9 3/4% due 12/1/2001 ........................................         NR/CCC                 5,071

     50,000    Saint Paul Port Authority, MN Industrial Development
                   Rev. Series E, 9 1/8% due 10/1/2002 ........................................         NR/CCC                49,510

     10,000    Saint Paul Port Authority, MN Industrial Development 
                   Rev. Series H, 9 1/8% due 12/1/2002 ........................................         NR/CCC                 9,897

     60,000    Saint Paul Port Authority, MN Industrial Development 
                   Rev. Series I, 9 1/8% due 12/1/2002 ........................................         NR/CCC                59,383

     10,000    Saint Paul Port Authority, MN Industrial Development 
                   Rev. Series L, 9 3/4% due 12/1/2002 ........................................         NR/CCC                10,148

  1,500,000    Southern Minnesota Municipal Power Agency -- Power Supply System Rev.,
                   5 3/4% due 1/1/2018 ........................................................         A2/A+              1,513,110

    750,000    Southern Minnesota Municipal Power Agency -- Power Supply System Rev.,
                   5 3/4% due 1/1/2018 ........................................................         AAA/AAA              773,212

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


28
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



MINNESOTA SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 1,500,000    Southern Minnesota Municipal Power Agency -- Power Supply System Rev.,
                   4 3/4% due 1/1/2016 ........................................................         A2/A+           $  1,382,685

  3,500,000    Washington County, MN GOs, 5.90% due 2/1/2010 ..................................         Aa2/AA-            3,641,330

  3,090,000    Western Minnesota Municipal Power Agency-- Power Supply 
                   Rev., 5 1/2% due 1/1/2015 ..................................................         A1/A               3,089,938

  9,580,000    Western Minnesota Municipal Power Agency-- Power Supply 
                   Rev., 6 3/8% due 1/1/2016 ..................................................         Aaa/AAA           10,701,052
                                                                                                                       ------------
TOTAL MUNICIPAL BONDS (Cost $112,978,728)-- 97.2% ...................................................                    120,049,839
VARIABLE RATE DEMAND NOTES (Cost $1,900,000)-- 1.6% .................................................                      1,900,000
OTHER ASSETS LESS LIABILITIES-- 1.2% ................................................................                      1,523,460
                                                                                                                        ------------
NET ASSETS-- 100.0% .................................................................................                   $123,473,299
                                                                                                                        ============



MISSOURI SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<C>            <C>                                                                                      <C>             <C>
$ 2,000,000    Columbia, MO Water and Electric System Improvement 
                   Rev., 6 1/8% due 10/1/2012 .................................................         A1/AA           $  2,127,000

  2,500,000    Curators of the University of Missouri Health Facilities Rev. 
                   (University of Missouri Health System), 5.60% due 11/1/2026 ................         Aaa/AAA            2,530,775

  1,500,000    Hannibal, MO Industrial Development Authority Health Facilities Rev.
                   (Hannibal Regional Hospital), 5 3/4% due 3/1/2022 ..........................         Aaa/AAA            1,541,340

  3,775,000    Kansas City, MO Water Rev., 6 1/4% due 12/1/2009 ...............................         Aa/NR              3,828,190

  1,500,000    Kansas City School District Building Corporation, MO Leasehold Rev.,
                   7.90% due 2/1/2008 .........................................................         Aaa/AAA            1,550,355

  1,000,000    Liberty, MO Waterworks Improvement Rev., 6.30% due 10/1/2012 ...................         Aaa/AAA            1,074,740

  2,000,000    Little Blue Valley, MO Sewer District Rev., 7 1/4% due 10/1/2007 ...............         Aaa/AAA            2,063,460

    565,000    Missouri School Boards Pooled Financing Program Certificates of Participation,
                   7 3/8% due 3/1/2006 ........................................................         Aaa/AAA              584,029

  1,270,000    Missouri School Boards Pooled Financing Program Certificates of Participation,
                   7% due 3/1/2006 ............................................................         Aaa/AAA            1,310,818

  1,000,000    Missouri State Environmental Improvement & Energy Resources Authority Rev.
                   (State Revolving Fund Program), 6.55% due 7/1/2014 .........................         Aa1/NR             1,087,670

  2,500,000    Missouri State Environmental Improvement & Energy Resources Authority Rev.
                   (Union Electric Company Project), 5.45% due 10/1/2028* .....................         A1/AA-             2,495,525

  2,500,000    Missouri State Environmental Improvement & Energy Resources
                   Authority-- Water Pollution Control Rev. (State Revolving 
                   Fund Program), 5.40% due 7/1/2015 ..........................................         Aa1/NR             2,515,500

  2,000,000    Missouri State GOs, 5 5/8% due 4/1/2017 ........................................         Aaa/AAA            2,076,780

  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            2,534,400

  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 ........................................................         Aa1/AA+            1,589,310

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


                                                                              29
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>

MISSOURI SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 3,500,000    Missouri State Health & Educational Facilities Authority Rev. 
                   (SSM Health Care), 6 1/4% due 6/1/2016 .....................................         Aaa/AAA         $  3,715,880

  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             1,070,960

  1,000,000    Missouri State Health & Educational Facilities Authority Rev. 
                   (Sisters of Mercy Health System, St. Louis, Inc.), 5% due 6/1/2019 .........         Aa1/AA+              955,340

  2,500,000    Missouri State Health Facilities Rev. (Barnes-Jewish, Inc./
                   Christian Health Services), 5 1/4% due 5/15/2021 ...........................         Aa2/AA             2,459,950

    860,000    Missouri State Housing Development Commission Housing Development Bonds
                   (Federally Insured Mortgage Loans), 6% due 10/15/2019 ......................         Aa2/AA+              873,889

  1,935,000    Missouri State Housing Development Commission Single Family Mortgage Rev.
                   (Homeownership Loan Program), 6 1/8% due 3/1/2028* .........................         NR/AAA             1,992,682

  1,500,000    St. Louis, MO Industrial Development Authority Pollution Control Rev.
                   (Anheuser-Busch Companies, Inc. Project), 6.65% due 5/1/2016 ...............         A1/A+              1,768,995

  1,500,000    St. Louis, MO Municipal Finance Corporation City Justice Center Leasehold
                   Improvement Rev., 5.95% due 2/15/2016 ......................................         Aaa/AAA            1,589,970

  2,400,000    Southeast Missouri Correctional Facility Lease Rev. (Missouri State Project),
                   5 3/4% due 10/15/2016 ......................................................         Aa/AA              2,461,032

  2,500,000    Springfield, MO Waterworks Rev., 5.60% due 5/1/2023 ............................         Aa/A+              2,513,650

  2,750,000    University of Missouri Systems Facilities Rev., 5 1/2% due 11/1/2023 ...........         Aa2/AA+            2,756,958
                                                                                                                         -----------
TOTAL MUNICIPAL BONDS (Cost $48,548,638)-- 95.9% .....................................................                    51,069,198
VARIABLE RATE DEMAND NOTES (Cost $1,000,000)-- 1.9% ..................................................                     1,000,000
OTHER ASSETS LESS LIABILITIES-- 2.2% .................................................................                     1,170,528
                                                                                                                         -----------
NET ASSETS-- 100.0% ..................................................................................                   $53,239,726
                                                                                                                         ===========

NEW YORK SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<C>            <C>                                                                                      <C>             <C>
$ 4,000,000    Metropolitan Transportation Authority, NY 
                   (Commuter Facilities Rev.), 6 1/2% due 7/1/2024 ............................         Baa1/BBB+       $  4,538,040

  3,900,000    Metropolitan Transportation Authority, NY (Transit Facilities Rev.),
                   6.10% due 7/1/2026 .........................................................         Aaa/AAA            4,156,152

  4,000,000    New York City Municipal Water Finance Authority, NY Water & Sewer System Rev.,
                   6 1/4% due 6/15/2020 .......................................................         A2/A-              4,322,200

  1,775,000    New York City, NY GOs, 7 1/4% due 8/15/2024 ....................................         Baa1/BBB+          1,930,898

    660,000    New York City, NY GOs, 7 1/4% due 8/15/2024 ....................................         Aaa/BBB+             732,501

  1,500,000    New York City, NY GOs, 6% due 8/1/2026 .........................................         Baa1/BBB+          1,544,430

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


30
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



NEW YORK SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 2,500,000    New York City, NY Industrial Development Agency Civic Facility Rev.
                   (The Nightingale-Bamford School Project), 5.85% due 1/15/2020 ..............         A3/A            $  2,560,775

  2,000,000    New York City, NY Trust for Cultural Resources Rev. (American Museum of
                   Natural History), 5.65% due 4/1/2027 .......................................         Aaa/AAA            2,045,860

  3,500,000    New York State Dormitory Authority Rev. (Rockefeller University),
                   7 3/8% due 7/1/2014 ........................................................         Aaa/AAA            3,662,960

  4,000,000    New York State Dormitory Authority Rev. (Fordham University), 
                   5 3/4% due 7/1/2015 ........................................................         Aaa/AAA            4,158,480

  4,000,000    New York State Dormitory Authority Rev. (Rochester Institute of Technology),
                   5 1/2% due 7/1/2018 ........................................................         Aaa/AAA            4,041,040

  3,500,000    New York State Dormitory Authority Rev. (Mental Health Services Facilities
                   Improvement), 5 3/4% due 8/15/2022 .........................................         Baa1/A-            3,522,960

  4,000,000    New York State Dormitory Authority Rev. (Skidmore College),
                   5 3/8% due 7/1/2023 ........................................................         Aaa/AAA            3,904,320

  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            2,734,025

  3,000,000    New York State Environmental Facilities Corporation Pollution Control Rev.
                   (State Water-- Revolving Fund), 6.90% due 11/15/2015 .......................         Aaa/AAA            3,446,460

  3,000,000    New York State Housing Finance Agency Rev. (Phillips Village Project),
                   7 3/4% due 8/15/2017* ......................................................         A2/NR              3,328,680

  3,000,000    New York State Local Government Assistance Corp., 6% due 4/1/2024 ..............         A3/A+              3,168,960

  2,000,000    New York State Medical Care Facilities Finance Agency Rev. 
                   (The Hospital for Special Surgery), 6 3/8% due 8/15/2024 ...................         Aa2/AA             2,163,560

  2,000,000    New York State Mortgage Agency (Homeownership Mortgage),
                   7 1/2% due 4/1/2016 ........................................................         Aa2/NR             2,100,340

  3,000,000    New York State Power Authority General Purpose Rev.,
                   6 1/2% due 1/1/2019 ........................................................         Aaa/AAA            3,278,070

  4,000,000    New York State Thruway Authority Service Contract Rev., 
                   6 1/4% due 4/1/2014 ........................................................         Baa1/BBB+          4,283,920

  4,000,000    New York State Thruway Authority General Rev., 6% due 1/1/2025 .................         Aaa/AAA            4,205,320

  4,000,000    Onondaga County, NY Industrial Development Agency Sewer Facilities Rev.
                   (Bristol Myers-Squibb Co. Project), 5 3/4% due 3/1/2024* ...................         Aaa/AAA            4,254,160

  2,250,000    Port Authority of New York and New Jersey Consolidated Rev., 6 1/8% due 6/1/2094         A1/AA-             2,492,573

  1,000,000    Puerto Rico Highway & Transportation Authority Rev., 5 1/2% due 7/1/2026 .......         Baa1/A               997,040

  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 .....................         A2/NR              5,512,450
                                                                                                                         -----------
TOTAL MUNICIPAL BONDS (COST $77,416,122)-- 97.6% ....................................................                     83,086,174
VARIABLE RATE DEMAND NOTES (Cost $900,000)-- 1.1% ...................................................                        900,000
                                                                                                                         -----------
OTHER ASSETS LESS LIABILITIES-- 1.3% ................................................................                      1,113,456
                                                                                                                         -----------
NET ASSETS-- 100.0% .................................................................................                    $85,099,630
                                                                                                                         ===========

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


                                                                              31
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>

OHIO SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 2,000,000    Barberton, OH Sewer System Mortgage Rev., 6 5/8% due 12/1/2006 .................         Aaa/AAA         $  2,048,840

  2,250,000    Beavercreek Local School District, OH GOs (School Improvement Bonds),
                   5.70% due 12/1/2020 ........................................................         Aaa/AAA            2,321,662

  3,450,000    Big Walnut Local School District, OH School Building Construction & Improvement
                   GOs, 7.20% due 6/1/2007 ....................................................         Aaa/AAA            3,857,549

  5,000,000    Cleveland, OH Waterworks Improvement Rev., 5 3/4% due 1/1/2021 .................         Aaa/AAA            5,183,750

  4,000,000    Columbus, OH GOs, 6 1/2% due 1/1/2010 ..........................................         Aaa/AAA            4,356,120

  4,500,000    Columbus, OH Municipal Airport Authority Rev. (Port Columbus International
                   Airport Project), 6% due 1/1/2020* .........................................         Aaa/AAA            4,644,180

  3,000,000    DAYTON, OH WATER SYSTEM MORTGAGE REV., 6 3/4% DUE 12/1/2010 ....................         AAA/AAA            3,073,890

  7,000,000    Erie County, OH Franciscan Services Corp. Rev. (Providence Hospital Inc.),
                   6% due 1/1/2013 ............................................................         NR/A-              7,168,350

  7,000,000    Franklin County, OH GOs, 5 3/8% due 12/1/2020 ..................................         Aaa/AAA            7,068,600

  7,500,000    Franklin County, OH Hospital Rev. (Riverside United Methodist Hospital),
                   5 3/4% due 5/15/2020 .......................................................         Aa3/NR             7,610,325

  4,000,000    Franklin County, OH Hospital Rev. (Holy Cross Health System Corporation),
                   5 7/8% due 6/1/2021 ........................................................         Aa3/AA             4,145,640

  5,000,000    Hamilton County, OH Health Care System Rev. (Sisters of Charity Health Care),
                   6 1/4% due 5/15/2014 .......................................................         Aaa/AAA            5,310,400

  2,500,000    Hamilton County, OH Sewer System Rev., 5 1/2% due 12/1/2017 ....................         Aaa/AAA            2,524,350

  7,000,000    Hamilton, OH Electric System Mortgage Rev., 6% due 10/15/2023 ..................         Aaa/AAA            7,364,350

  4,000,000    Hudson Local School District, OH GOs, 7.10% due 12/15/2013 .....................         A1/NR              4,423,400

  1,095,000    Lake County, OH Hospital Improvement Rev. (Lake Hospital System Inc.),
                   8% due 1/1/2013 ............................................................         Aaa/AAA            1,120,349

  4,830,000    Mount Vernon, OH Hospital Rev. (Knox Community Hospital),
                   7 7/8% due 6/1/2012 ........................................................         NR/NR              4,961,424

  2,500,000    Northeast, OH Regional Sewer District Wastewater Rev., 
                   5.60% due 11/15/2013 .......................................................         Aaa/AAA            2,605,175

  5,000,000    Ohio Air Quality Development Authority Pollution Control Rev. 
                   (Ohio Edison Company Project), 7.45% due 3/1/2016 ..........................         Aaa/AAA            5,440,600

  2,000,000    Ohio Air Quality Development Authority Rev. (Cincinnati Gas & Electric
                   Company Project), 5.45% due 1/1/2024 .......................................         Aaa/AAA            1,986,000

  6,500,000    Ohio Air Quality Development Authority Rev. (JMG Project), 
                   6 3/8% due 1/1/2029* .......................................................         Aaa/AAA            6,980,740

  4,430,000    Ohio Housing Finance Agency Residential Mortgage Rev. (Mortgage-Backed
                   Securities Program), 6.10% due 9/1/2028* ...................................         NR/AAA             4,641,444
</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.

32
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>

OHIO SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 3,000,000    Ohio State GOs Infrastructure Improvement, 6 1/2% due 8/1/2011 .................         Aa1/AA+         $  3,227,700

  1,205,000   Ohio State Higher Educational Facilities Commission Rev. 
                   (University of Dayton Project), 7 1/4% due 12/1/2000 .......................         Aaa/AAA            1,337,454

    295,000    Ohio State Higher Educational Facilities Commission Rev.
                   (University of Dayton Project), 7 1/4% due 12/1/2012 .......................         Aaa/AAA              326,031

  3,000,000    Ohio State Higher Educational Facilities Commission Rev.
                   (University of Dayton Project), 5.40% due 12/1/2022 ........................         Aaa/AAA            2,995,650

  3,000,000    Ohio State Higher Educational Facilities Commission Rev.
                   (Oberlin College Project), 5 3/8% due 10/1/2015 ............................         NR/AA              3,010,620

  2,000,000    Ohio State Liquor Profits Rev., 6.85% due 3/1/2000 .............................         Aaa/AAA            2,126,800

  6,000,000    Ohio State Public Facilities Commission Rev. (Higher Education 
                   Capital Facilities), 6.30% due 5/1/2006 ....................................         Aaa/AAA            6,449,820

  2,455,000    Ohio State Water Development Authority Rev. (Safe Water),
                   9 3/8% due 12/1/2010 .......................................................         Aaa/AAA            3,099,757

  2,500,000    Ohio State Water Development Authority Solid Waste Disposal Rev.
                   (North Star BHP Steel, L.L.C. Project-- Cargill, Incorporated, Guarantor), 
                   6.30% due 9/1/2020* ........................................................         Aa3/AA-            2,669,925

  8,000,000    Ohio State Water Development Authority Water Development Rev.
                   (Dayton Power & Light Co. Project), 6.40% due 8/15/2027 ....................         Aa3/AA-            8,599,040

  3,000,000    Ohio Turnpike Commission, OH Turnpike Rev., 5.70% due 2/15/2017 ................         Aaa/AAA            3,103,830

  2,955,000    Pickerington Local School District, OH School Building Construction GOs,
                   8% due 12/1/2005 ...........................................................         Aaa/AAA            3,422,717

  4,000,000    Puerto Rico Highway & Transportation Authority Highway Rev., 
                   5 1/2% due 7/1/2036 ........................................................         Baa1/A             4,013,600

    775,000    Toledo, OH Sewer System Rev., 7 3/4% due 11/15/2017 ............................         Aaa/AAA              821,965

    560,000    Toledo, OH Waterworks Rev., 7 3/4% due 11/15/2017 ..............................         Aaa/AAA              593,936

  2,500,000    Twinsburg City School District, OH School Improvement GOs,
                   5.90% due 12/1/2021 ........................................................         Aaa/AAA            2,627,175

  3,000,000    University of Toledo, OH General Receipts Bonds,
                   7.10% due 6/1/2010 .........................................................         Aaa/AAA            3,278,190

  2,000,000    Worthington City School District, OH School Building Construction
                   & Improvement GOs, 8 3/4% due 12/1/2002 ....................................         Aaa/AAA            2,225,380
                                                                                                                        ------------
TOTAL MUNICIPAL BONDS (Cost $143,525,556)-- 98.2% ..................................................                     152,766,728
VARIABLE RATE DEMAND NOTES (Cost $700,000)-- 0.4% ..................................................                         700,000
OTHER ASSETS LESS LIABILITIES-- 1.4% ...............................................................                       2,112,466
                                                                                                                        ------------
NET ASSETS-- 100.0% ................................................................................                    $155,579,194
                                                                                                                        ============
</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.

                                                                              33
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



OREGON SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 1,000,000    Albany, OR GOs Water Bonds, 6 5/8% due 11/1/2009 ...............................         Aaa/AAA         $  1,002,260

  2,000,000    Chemeketa, OR Community College District GOs, 
                   5.95% due 6/1/2016 .........................................................         Aaa/AAA            2,131,900

  2,000,000    Eugene, OR Electric Utility Rev., 5.80% due 8/1/2022 ...........................         Aaa/AAA            2,072,520

  1,500,000    Eugene, OR Trojan Nuclear Project Rev., 5.90% due 9/1/2009 .....................         Aa1/AA-            1,501,680

    730,000    Eugene, OR Water Utility System Rev., 6.55% due 8/1/2003 .......................         A1/AA-               742,454

  2,500,000    Hillsboro, OR Hospital Facilities Authority Rev. (Tuality Healthcare),
                   5 3/4% due 10/1/2012 .......................................................         NR/BBB+            2,512,200

  1,000,000    Metropolitan Service District, OR GOs (Oregon Convention Center),
                   6 1/4% due 1/1/2013 ........................................................         Aa/AA+             1,056,430

  1,250,000    Multnomah County School District, OR GOs, 6.80% due 12/15/2004 .................         Aa/A+              1,257,712

  1,750,000    Multnomah County School District, OR GOs, 5 1/2% due 6/1/2015 ..................         A1/A+              1,754,637

  2,000,000    North Clackamas Parks & Recreation District -- Clackamas County, OR Rev.
                   (Recreational Facilities), 5.70% due 4/1/2013 ..............................         NR/A-              2,041,560

  2,000,000    North Wasco County People's Utility District-- Wasco County, OR Rev.
                   (Bonneville Power Administration), 5.20% due 12/1/2024 .....................         Aa1/AA-            1,957,140

    750,000    Ontario, Or Hospital Facility Authority Health Facilities Rev. 
                   Catholic Health  Corporation (Dominican Sisters of Ontario Inc.,
                   D.B.A. Holy Rosary Medical Center Project), 6.10% DUE 11/15/2017 ...........         A1/AA-               782,453

  2,500,000    Oregon Department of Administrative Services Certificates of Participation,
                   5.80% due 5/1/2024 .........................................................         Aaa/AAA            2,596,050

  1,000,000    Oregon Department of Transportation Regional Light Rail Extension Rev.,
                   6.20% due 6/1/2008 .........................................................         Aaa/AAA            1,104,480

  2,500,000    Oregon Health, Housing, Educational &Cultural Facilities Authority Rev.
                   (Reed College Project), 5 3/8% due 7/1/2025 ................................         NR/A+              2,487,275

  1,250,000    Oregon Health Sciences University Rev., 5 1/4% due 7/1/2028 ....................         Aaa/AAA            1,223,750

     10,000    Oregon Housing Agency Mortgage Rev. (Single Family Mortgage Program),
                   7 3/8% due 7/1/2020* .......................................................         Aa2/NR                10,418

  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+              2,028,500

    925,000    Oregon Housing & Community Services Department Mortgage Rev. (Single Family
                   Mortgage Program), 5.65% due 7/1/2019* .....................................         Aa2/NR               925,546

    855,000    Oregon Housing & Community Services Department Mortgage Rev. (Single Family
                   Mortgage Program), 7% due 7/1/2022* ........................................         Aa2/NR               896,391

  1,000,000    Oregon Housing & Community Services Department Mortgage Rev. (Single Family
                   Mortgage Program), 6% due 7/1/2027* ........................................         Aa2/NR             1,024,570

    500,000    Oregon State GOs (Veterans' Welfare), 9% due 10/1/2006 .........................         Aa2/AA               662,425

  1,460,000    Oregon State GOs (Veterans' Welfare), 5 7/8% due 10/1/2018 .....................         Aa2/AA             1,521,072

    500,000    Oregon State GOs (Alternate Energy Project), 8.40% due 1/1/2008 ................         Aa2/AA               536,155

    250,000    Oregon State GOs (Elderly & Disabled Housing), 7.20% due 8/1/2021 ..............         Aa2/AA               271,333

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


34
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



OREGON SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 1,000,000    Oregon State GOs (Elderly & Disabled Housing), 6.60% due 8/1/2022* .............         Aa2/AA          $  1,088,610

    950,000    Port of Portland, OR International Airport Rev., 7.10% due 7/1/2021* ...........         Aaa/AAA            1,141,776

     50,000    Port of Portland, OR International Airport Rev., 7.10% due 7/1/2021* ...........         Aaa/AAA               54,347

    500,000    Port of Portland, OR International Airport Rev., 5 3/4% due 7/1/2025* ..........         Aaa/AAA              509,670

  1,500,000    Port of Portland, OR International Airport Rev., 5 5/8% due 7/1/2026* ..........         Aaa/AAA            1,510,080

  2,000,000    Portland, OR GOs, 5.60% due 6/1/2014 ...........................................         Aa/NR              2,077,440

  1,250,000    Portland, OR Hospital Facilities Authority Rev. (Legacy Health System),
                   6 5/8% due 5/1/2011 ........................................................         Aaa/AAA            1,358,187

  2,500,000    Portland, OR Sewer System Rev., 5% due 6/1/2015 ................................         Aaa/AAA            2,465,200

  1,000,000    Puerto Rico Highway & Transportation Authority Highway Rev.,
                   5 1/2% due 7/1/2026 ........................................................         Baa1/A               997,040

  1,000,000    Puerto Rico Highway &Transportation Authority Highway Rev.,
                   5 1/2% due 7/1/2036 ........................................................         Baa1/A             1,003,400

    630,000    Puerto Rico Housing Finance Corp. (Single Family Mortgage Rev.),
                   6.85% due 10/15/2023 .......................................................         Aaa/AAA              665,545

  1,000,000    Puerto Rico Ports Authority Rev., 7% due 7/1/2014* .............................         Aaa/AAA            1,091,910

  1,000,000    Puerto Rico Telephone Authority Rev., 5 1/2% due 1/1/2013 ......................         A/A+               1,020,870

  2,600,000    Salem, OR Pedestrian Safety Improvements GOs, 5 3/4% due 5/1/2011 ..............         Aaa/AAA            2,758,860

  1,000,000    Tri-County Metropolitan Transportation District of Oregon GOs
                   (Light Rail Extension), 6% due 7/1/2012 ....................................         Aa/AA+             1,051,820

  1,110,000    Tualatin Development Commission, OR (Urban Renewal & Redevelopment),
                   7 3/8% due 1/1/2007 ........................................................         Baa1/NR            1,118,491

  1,500,000    Washington County, OR Unified Sewerage Agency Rev., 
                   5 3/4% due 10/1/2011 .......................................................         Aaa/AAA            1,629,690
                                                                                                                         -----------
TOTAL MUNICIPAL BONDS (Cost $52,926,085)-- 97.8% ....................................................                     55,643,847
VARIABLE RATE DEMAND NOTES (Cost $100,000)-- 0.1% ...................................................                        100,000
OTHER ASSETS LESS LIABILITIES-- 2.1% ................................................................                      1,173,450
                                                                                                                         -----------
NET ASSETS-- 100.0% .................................................................................                    $56,917,297
                                                                                                                         ===========


SOUTH CAROLINA SERIES

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<C>            <C>                                                                                      <C>             <C>
$ 2,500,000    Anderson County, SC Hospital Rev. (Anderson Memorial Hospital), 
                   5 1/4% due 2/1/2012 ........................................................         Aaa/AAA         $  2,504,325

  3,800,000    Berkeley County, SC Water & Sewer Rev., 5.55% due 6/1/2016 .....................         Aaa/AAA            3,845,068

    745,000    Charleston County, SC Public Facilities Corp. Certificates of Participation,
                   7.15% due 2/1/2004 .........................................................         A1/A                 790,609

    770,000    Charleston County, SC Public Facilities Corp. Certificates of Participation,
                   7.15% due 8/1/2004 .........................................................         A1/A                 817,139

    800,000    Charleston County, SC Public Facilities Corp. Certificates of Participation,
                   7.20% due 2/1/2005 .........................................................         A1/A                 856,384


</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


                                                                              35
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>


SOUTH CAROLINA SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$   750,000    Charleston, SC Waterworks & Sewer System Rev., 7 3/4% due 1/1/2011 .............         Aaa/AAA         $    772,358

  2,500,000    Charleston, SC Waterworks & Sewer System Rev., 6% due 1/1/2012 .................         A1/AA-             2,612,150

  1,500,000    Clemson University, SC Student & Faculty Housing Rev.,
                   6.65% due 6/1/2011 .........................................................         Aaa/AAA            1,609,950

  1,000,000    Clinton, SC Utility System Rev., 7.20% due 6/1/2011 ............................         Baa1/NR            1,095,770

  6,000,000    Darlington County, SC Industrial Development Rev. (Nucor 
                   Corporation Project), 5 3/4% due 8/1/2023* .................................         A1/AA-             6,050,280

  2,000,000    Darlington County, SC Industrial Development Rev.
                   (Sonoco Products Company Project), 6% due 4/1/2026 .........................         A2/A               2,068,500

  2,500,000    Fairfield County, SC Pollution Control Rev. (South Carolina 
                   Electric & Gas Company), 6 1/2% due 9/1/2014 ...............................         A1/A               2,711,275

  1,000,000    Georgetown County, SC Pollution Control Facilities Rev. 
                   (International Paper Company), 7 3/8% due 6/15/2005 ........................         A3/A-              1,049,440

  3,000,000    Greenville Hospital System, SC Hospital Facilities Rev., 5 1/2% due 5/1/2016 ...         NR/AA-             3,025,740

  2,000,000    Greenville Hospital System, SC Hospital Facilities Rev., 5 1/4% due 5/1/2023 ...         Aa3/AA-            1,961,280

  3,000,000    Greenwood County, SC Hospital Facilities Rev. (Self Memorial Hospital),
                   5 7/8% due 10/1/2017 .......................................................         Aaa/AAA            3,102,420

  2,425,000    Lancaster County, SC School District GOs, 6.60% due 7/1/2011 ...................         Aaa/AAA            2,673,175

  2,600,000    Lancaster County, SC School District GOs, 6.60% due 7/1/2012 ...................         Aaa/AAA            2,866,084

  2,000,000    Lancaster County, SC Waterworks & Sewer System Rev., 5 1/4% due 5/1/2021 .......         Aaa/AAA            1,939,400

  2,720,000    Laurens County, SC Combined Utility System Rev., 5% due 1/1/2018 ...............         Aaa/AAA            2,593,221

  1,650,000    Laurens County, SC Combined Utility System Rev., 7 5/8% due 1/1/2018 ...........         Aaa/AAA            1,715,010

    500,000    Laurens County, SC Health Care System, 7.80% due 1/1/2008 ......................         Aaa/AAA              514,940

  1,000,000    Lexington County School District, SC Certificates of Participation 
                   (Red Bank/White Knoll Elementary Project), 7.10% due 9/1/2011 ..............         Aaa/AAA            1,105,910

  1,000,000    Medical University South Carolina Hospital Facilities Rev., 5.60% due 7/1/2011 .         Aaa/AAA            1,066,260

  3,000,000    Mount Pleasant, SC Water & Sewer Rev., 6% due 12/1/2020 ........................         Aaa/AAA            3,141,870

  2,000,000    Myrtle Beach, SC Waterworks & Sewer System Rev., 5 1/4% due 3/1/2020 ...........         Aaa/AAA            1,938,440

  1,500,000    North Charleston Sewer District, SC Rev., 6 3/8% due 7/1/2012 ..................         Aaa/AAA            1,721,775

  1,500,000    North Charleston Sewer District, SC Rev., 7 3/4% due 8/1/2018 ..................         Aaa/AAA            1,577,760

  5,000,000    Oconee County, SC Pollution Control Rev. (Duke Power Co. Project),
                   5.80% due 4/1/2014 .........................................................         Aa2/A+             5,151,550

  1,250,000    Piedmont Municipal Power Agency, SC Electric Rev., 6 1/4% due 1/1/2021 .........         Aaa/AAA            1,407,537

  4,000,000    Piedmont Municipal Power Agency, SC Electric Rev., 6.30% due 1/1/2022 ..........         Aaa/AAA            4,314,400

  1,000,000    Puerto Rico Highway &Transportation Authority Highway Rev., 
                   5 1/2%, due 7/1/2036 .......................................................         Baa1/A             1,003,400

  1,000,000    Puerto Rico Telephone Authority Rev., 5 1/2% due 1/1/2022 ......................         A/A+               1,005,250

</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


36
<PAGE>
================================================================================
PORTFOLIOS OF INVESTMENTS
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>



SOUTH CAROLINA SERIES (CONTINUED)

   FACE                                                                                                RATINGS+            MARKET
  AMOUNT                              MUNICIPAL BONDS                                                 MOODY'S/S&P           VALUE
- -----------                           ---------------                                                 -----------        -----------
<S>            <C>                                                                                      <C>             <C>
$ 2,000,000    Richland County, SC Solid Waste Disposal Facilities Rev. 
                   (Union Camp Corp. Project), 7.45% due 4/1/2021* ............................         A1/A-           $  2,203,440

  1,000,000    Richland County, SC Solid Waste Disposal Facilities Rev.
                   (Union Camp Corp. Project), 7 1/8% due 9/1/2021* ...........................         A1/A-              1,089,640

  1,000,000    Rock Hill, SC Combined Utilities System Rev., 8% due 1/1/2018 ..................         Aaa/AAA            1,030,430

  5,000,000    Rock Hill, SC Combined Utilities System Rev., 5% due 1/1/2020 ..................         Aaa/AAA            4,723,800

  1,000,000    St. Andrews, SC Public Service District Sewer Systems Rev., 7 3/4% due 1/1/2018          Aaa/AAA            1,029,810

  6,000,000    SouthCarolina Public Service Authority Rev., 5 7/8% due 1/1/2023 ...............         Aaa/AAA            6,226,320

  1,740,000    South Carolina State Housing Authority (Single Family Mortgage Purchase),
               6.70% due 7/1/2010 .............................................................         Aaa/AAA            1,761,924

    500,000    South Carolina State Housing Finance & Development Authority (Homeownership
                   Mortgage), 7.55% due 7/1/2011 ..............................................         Aa/AA                528,845

  2,225,000    South Carolina State Housing Finance & Development Authority Rental Housing Rev.
                   (North Bluff Project), 5.60% due 7/1/2016 ..................................         NR/AA              2,219,660

  1,000,000    South Carolina State Housing Finance & Development Authority (Multi-Family
                   Development Rev.), 6 7/8% due 11/15/2023 ...................................         Aaa/NR             1,054,420

  4,000,000    Spartanburg,SC Water System Rev., 6.10% due 6/1/2021 ...........................         Aaa/AAA            4,439,800

  3,000,000    University of South Carolina Rev., 5 3/4% due 6/1/2026 .........................         Aaa/AAA            3,080,310

  2,000,000    Western Carolina Regional Sewer Authority, SC Sewer System Rev., 
                   5 1/2% due 3/1/2010 ........................................................         Aaa/AAA            2,065,020
                                                                                                                        ------------
TOTAL MUNICIPAL BONDS (Cost $96,179,289)-- 97.5% ....................................................                    102,062,089
VARIABLE RATE DEMAND NOTES (Cost $1,200,000)-- 1.1% .................................................                      1,200,000
OTHER ASSETS LESS LIABILITIES-- 1.4% ................................................................                      1,419,072
                                                                                                                        ------------
NET ASSETS-- 100.0% .................................................................................                   $104,681,161
                                                                                                                        ============

                                                                                              
</TABLE>

- -----------------
# Ratings have not been audited by Deloitte & Touche LLP.
* Interest income earned from this security is subject
  to the federal alternative minimum tax.
See Notes to Financial Statements.


                                                                              37
<PAGE>
================================================================================
STATEMENTS OF ASSETS AND LIABILITIES
September 30, 1997
<TABLE>
<CAPTION>
                                                              NATIONAL          COLORADO       GEORGIA    LOUISIANA     MARYLAND
                                                               SERIES            SERIES         SERIES      SERIES       SERIES
                                                            -------------     -------------  -----------  ----------    ---------
<S>                                                           <C>             <C>            <C>           <C>           <C>        
ASSETS:
Investments, at value (see portfolios of investments):
   Long-term holdings ...................................    $ 97,941,690    $ 48,876,692    $51,417,565   $55,061,369   $53,533,567
   Short-term holdings ..................................            --           300,000      1,000,000       500,000          --
                                                             ------------    ------------    -----------   -----------   -----------
                                                               97,941,690      49,176,692     52,417,565    55,561,369    53,533,567
Cash ....................................................         645,185         129,761        105,262       124,734       345,555
Interest receivable .....................................       1,494,792         905,327        903,896     1,029,218       951,320
Receivable for Capital Stock sold .......................          29,531           4,800            247       209,208         4,760
Expenses prepaid to shareholder service agent ...........          14,122           7,225          7,225         6,897         8,211
Receivable for securities sold ..........................            --             5,033           --            --            --
Other ...................................................           6,183           1,318          1,064         1,118         2,513
                                                             ------------    ------------    -----------   -----------   -----------
TOTAL ASSETS ............................................     100,131,503      50,230,156     53,435,259    56,932,544    54,845,926
                                                             ------------    ------------    -----------   -----------   -----------

LIABILITIES:
Dividends payable .......................................         171,093          85,964         86,025       100,655        93,261
Payable for Capital Stock repurchased ...................          72,503          50,495         21,722        45,454        62,541
Accrued expenses, taxes, and other ......................         127,637          75,605         73,498        78,824        78,569
                                                             ------------    ------------    -----------   -----------   -----------
TOTAL LIABILITIES .......................................         371,233         212,064        181,245       224,933       234,371
                                                             ------------    ------------    -----------   -----------   -----------
NET ASSETS ..............................................    $ 99,760,270    $ 50,018,092    $53,254,014   $56,707,611   $54,611,555
                                                             ============    ============    ===========   ===========   ===========

COMPOSITION OF NET ASSETS:
Capital Stock, at par:
   Class A ..............................................         $12,169          $6,707         $6,236        $6,790        $6,452
   Class D ..............................................             284              32            324            62           253
Additional paid-in capital ..............................      97,488,324      48,217,539     50,021,714    53,243,361    51,203,248
Undistributed/accumulated net realized gain (loss) ......      (2,934,455)     (1,333,311)       109,398        93,200       320,110
Net unrealized appreciation of investments ..............       5,193,948       3,127,125      3,116,342     3,364,198     3,081,492
                                                             ------------    ------------    -----------   -----------   -----------
NET ASSETS ..............................................    $ 99,760,270    $ 50,018,092    $53,254,014   $56,707,611   $54,611,555
                                                             ============    ============    ===========   ===========   ===========

NET ASSETS:
Class A .................................................     $97,481,082     $49,779,996    $50,613,828   $56,199,301   $52,549,159
Class D .................................................     $ 2,279,188     $   238,096    $ 2,640,186   $   508,310   $ 2,062,396

SHARES OF CAPITAL STOCK
OUTSTANDING ($.001 par value):
Class A .................................................      12,169,119       6,706,744      6,235,684     6,790,162     6,452,043
Class D .................................................         284,352          32,098        324,597        61,437       253,031

NET ASSET VALUE PER SHARE:
CLASS A .................................................           $8.01           $7.42          $8.12         $8.28         $8.14
CLASS D .................................................           $8.02           $7.42          $8.13         $8.27         $8.15

- ----------
See Notes to Financial Statements.

</TABLE>
38
<PAGE>
================================================================================
<TABLE>
<CAPTION>


                                                         MASSACHUSETTS     MICHIGAN       MINNESOTA        MISSOURI         
                                                            SERIES          SERIES         SERIES           SERIES          
                                                        --------------  ------------   ---------------  -------------       
<S>                                                      <C>            <C>             <C>             <C>         
ASSETS:
Investments, at value (see portfolios of investments):
   Long-term holdings ................................   $108,148,332   $142,065,206    $120,049,839    $51,069,198 
   Short-term holdings ...............................      1,800,000        800,000       1,900,000      1,000,000 
                                                         ------------   ------------   -------------    ----------- 
                                                          109,948,332    142,865,206     121,949,839     52,069,198 
Cash .................................................         95,557         82,201         150,293         77,691 
Interest receivable ..................................      1,690,365      2,717,447       1,779,670      1,025,583 
Receivable for Capital Stock sold ....................          3,872         41,065          10,055        250,101 
Expenses prepaid to shareholder service agent ........         15,436         19,706          19,927          7,225 
Receivable for securities sold .......................           --             --              --             --   
Other ................................................          3,091          4,490           3,086          1,754 
                                                         ------------   ------------   -------------    ----------- 
TOTAL ASSETS .........................................    111,756,653    145,730,115     123,912,870     53,431,552 
                                                         ------------   ------------   -------------    ----------- 

LIABILITIES:
Dividends payable ....................................        191,584        257,834         222,691         88,334 
Payable for Capital Stock repurchased ................        184,396        107,074          71,522         27,320 
Accrued expenses, taxes, and other ...................        125,018        149,858         145,358         76,172 
                                                         ------------   ------------   -------------    ----------- 
TOTAL LIABILITIES ....................................        500,998        514,766         439,571        191,826 
                                                         ------------   ------------   -------------    ----------- 
NET ASSETS ...........................................   $111,255,655   $145,215,349    $123,473,299    $53,239,726 
                                                         ============   ============   =============    =========== 

COMPOSITION OF NET ASSETS:
Capital Stock, at par:
   Class A ...........................................   $     13,765   $     16,680    $     15,619    $     6,749 
   Class D ...........................................            156            215             231             61 
Additional paid-in capital ...........................    105,378,850    135,710,431     117,067,819     50,327,782 
Undistributed/accumulated net realized gain (loss) ...      1,299,658      1,252,695        (681,481)       384,574 
Net unrealized appreciation of investments ...........      4,563,226      8,235,328       7,071,111      2,520,560 
                                                         ------------   ------------   -------------    ----------- 
NET ASSETS ...........................................   $111,255,655   $145,215,349    $123,473,299    $53,239,726 
                                                         ============   ============   =============    =========== 

NET ASSETS:
Class A ..............................................   $110,010,869   $143,370,409    $121,674,045    $52,765,370 
Class D ..............................................   $  1,244,786   $  1,844,940    $  1,799,254    $   474,356 

SHARES OF CAPITAL STOCK
OUTSTANDING ($.001 par value):
Class A ..............................................     13,765,527     16,680,052      15,619,226      6,749,209 
Class D ..............................................        155,828        214,801         230,915         60,665 

NET ASSET VALUE PER SHARE:
CLASS A ..............................................          $7.99          $8.60           $7.79          $7.82 
CLASS D ..............................................          $7.99          $8.59           $7.79          $7.82 


</TABLE>


<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 ................................   $ 83,086,174   $152,766,728    $55,643,847   $102,062,089
   Short-term holdings ...............................        900,000        700,000        100,000      1,200,000
                                                         ------------   ------------   ------------   ------------
                                                           83,986,174    153,466,728     55,743,847    103,262,089
Cash .................................................        131,788         80,946        285,152        102,317
Interest receivable ..................................      1,273,400      2,636,343        973,262      1,686,312
Receivable for Capital Stock sold ....................          3,000         40,483          6,476          8,737
Expenses prepaid to shareholder service agent ........         11,167         21,406          8,211         14,933
Receivable for securities sold .......................           --             --           80,637           --
Other ................................................          4,138          3,900          1,614          2,961
                                                         ------------   ------------   ------------   ------------
TOTAL ASSETS .........................................     85,409,667    156,249,806     57,099,199    105,077,349
                                                         ------------   ------------   ------------   ------------

LIABILITIES:
Dividends payable ....................................        145,872        279,276         94,252        176,994
Payable for Capital Stock repurchased ................         58,837        223,472          5,478         95,360
Accrued expenses, taxes, and other ...................        105,328        167,864         82,172        123,834
                                                         ------------   ------------   ------------   ------------
TOTAL LIABILITIES ....................................        310,037        670,612        181,902        396,188
                                                         ------------   ------------   ------------   ------------
NET ASSETS ...........................................   $ 85,099,630   $155,579,194   $ 56,917,297   $104,681,161
                                                         ============   ============   ============   ============

COMPOSITION OF NET ASSETS:
Capital Stock, at par:
   Class A ...........................................   $     10,086   $     18,862   $      7,017   $     12,375
   Class D ...........................................            189            141            213            449
Additional paid-in capital ...........................     79,220,410    145,276,820     53,474,384     98,335,488
Undistributed/accumulated net realized gain (loss) ...        198,893      1,042,199        717,921        450,049
Net unrealized appreciation of investments ...........      5,670,052      9,241,172      2,717,762      5,882,800
                                                         ------------   ------------   ------------   ------------
NET ASSETS ...........................................   $ 85,099,630   $155,579,194   $ 56,917,297   $104,681,161
                                                         ============   ============   ============   ============

NET ASSETS:
Class A ..............................................   $ 83,528,254   $154,419,269    $55,239,617   $101,018,411
Class D ..............................................   $  1,571,376   $  1,159,925    $ 1,677,680   $  3,662,750

SHARES OF CAPITAL STOCK
OUTSTANDING ($.001 par value):
Class A ..............................................     10,085,651     18,861,745      7,016,349     12,374,931
Class D ..............................................        189,563        141,001        213,247        449,078

NET ASSET VALUE PER SHARE:
CLASS A ..............................................          $8.28          $8.19          $7.87          $8.16
CLASS D ..............................................          $8.29          $8.23          $7.87          $8.16

</TABLE>


                                                                              39
<PAGE>
================================================================================
STATEMENTS OF OPERATIONS
For the Year Ended September 30, 1997
<TABLE>
<CAPTION>

                                           NATIONAL       COLORADO       GEORGIA      LOUISIANA      MARYLAND
                                            SERIES         SERIES         SERIES       SERIES         SERIES
                                         -------------  -----------    ---------     ----------    -----------
<S>                                       <C>           <C>            <C>           <C>           <C>          
INVESTMENT INCOME:
INTEREST ..............................   $ 5,959,439   $ 3,016,836    $ 2,983,023   $ 3,372,621   $ 3,244,604  
                                          -----------   -----------    -----------   -----------   -----------  

EXPENSES:
Management fees .......................       506,520       254,781        261,126       283,702       275,393  
Distribution and service fees .........       132,329        49,865         71,599        59,425        70,856  
Shareholder account services ..........       129,467        71,239         70,925        63,874        82,968  
Auditing and legal fees ...............        32,344        38,605         33,850        40,598        35,192  
Registration ..........................        21,797         5,123          5,786         6,553         7,790  
Custody and related services ..........        21,782        12,854         15,392        11,599        13,446  
Shareholder reports and communications         18,512        15,848         11,923        13,290        13,799  
Shareholders' meeting .................         8,605         5,428          4,988         3,969         5,776  
Directors' fees and expenses ..........         6,550         5,866          5,845         5,956         5,947  
Miscellaneous .........................         6,995         4,567          4,641         1,483         4,748  
                                          -----------   -----------    -----------   -----------   -----------  
TOTAL EXPENSES ........................       884,901       464,176        486,075       490,449       515,915  
                                          -----------   -----------    -----------   -----------   -----------  
NET INVESTMENT INCOME .................     5,074,538     2,552,660      2,496,948     2,882,172     2,728,689  
                                          -----------   -----------    -----------   -----------   -----------  

NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments       278,366    (1,295,378)       117,571        96,176       383,873  
Net change in unrealized appreciation
of investments ........................     3,753,003     2,352,484      1,648,469     1,423,177       952,592  
                                          -----------   -----------    -----------   -----------   -----------  
NET GAIN ON INVESTMENTS ...............     4,031,369     1,057,106      1,766,040     1,519,353     1,336,465  
                                          -----------   -----------    -----------   -----------   -----------  
INCREASE IN NET ASSETS FROM OPERATIONS    $ 9,105,907   $ 3,609,766    $ 4,262,988   $ 4,401,525   $ 4,065,154  
                                          ===========   ===========    ===========   ===========   ===========  

- ----------
See Notes to Financial Statements.
</TABLE>
40
<PAGE>

================================================================================
<TABLE>
<CAPTION>

                                                                  MASSACHUSETTS  MICHIGAN     MINNESOTA     MISSOURI    
                                                                     SERIES       SERIES       SERIES        SERIES  
                                                                 --------------  ------------   --------    ---------        
<S>                                                              <C>           <C>           <C>           <C>           
INVESTMENT INCOME:
Interest .....................................................   $ 6,511,148   $ 8,694,361   $ 7,625,950   $ 3,056,891   
                                                                 -----------   -----------   -----------   -----------    

EXPENSES:
Management fees ..............................................       551,726       731,198       629,693       262,926       
Distribution and service fees ................................       120,698       160,396       141,728        53,256       
Shareholder account services .................................       142,926       184,992       187,336        69,822       
Auditing and legal fees ......................................        34,887        33,118        36,765        36,394       
Registration .................................................        12,577         9,169         9,372         7,783       
Custody and related services .................................        34,575        36,288        32,699        12,338       
Shareholder reports and communications .......................        15,673        15,435        20,186        15,324       
Shareholders' meeting ........................................         9,307        13,289        14,465         5,354       
Directors' fees and expenses .................................         6,452         6,699         6,589         5,889       
Miscellaneous ................................................         7,459         9,172         8,476         4,495       
                                                                 -----------   -----------   -----------   -----------   
Total Expenses ...............................................       936,280     1,199,756     1,087,309       473,581    
                                                                 -----------   -----------   -----------   -----------   
Net Investment Income ........................................     5,574,868     7,494,605     6,538,641     2,583,310   
                                                                 -----------   -----------   -----------   -----------   
                                                                                                                             
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments ......................     1,304,763     1,259,022       757,947       389,565       
Net change in unrealized appreciation
of investments ...............................................     1,867,804     2,653,074       978,768       900,350   
                                                                 -----------   -----------   -----------   -----------   
Net Gain on Investments ......................................     3,172,567     3,912,096     1,736,715     1,289,915            
                                                                 -----------   -----------   -----------   -----------              
Increase in Net Assets from Operations .......................   $ 8,747,435   $11,406,701   $ 8,275,356   $ 3,873,225   
                                                                 ===========   ===========   ===========   ===========              

</TABLE>



<TABLE>
<CAPTION>



                                                 NEW YORK         OHIO         OREGON      SOUTH CAROLINA
                                                  SERIES         SERIES        SERIES          SERIES
                                                 --------        -------      --------    ---------------
<S>                                              <C>           <C>           <C>           <C>        
INVESTMENT INCOME:
INTEREST ......................................  $ 4,925,293   $ 9,445,041   $ 3,296,520   $ 6,297,775
                                                 -----------   -----------   -----------   -----------

EXPENSES:
Management fees ...............................      416,749       787,121       285,086       535,390
Distribution and service fees .................       90,632       165,154        69,239       133,944
Shareholder account services ..................       99,177       196,399        77,799       137,996
Auditing and legal fees .......................       32,344        33,557        37,306        33,544
Registration ..................................        7,682        11,930         6,560         7,620
Custody and related services ..................       20,082        36,596        18,178        37,139
Shareholder reports and communications ........       11,861        22,340        14,064        18,666
Shareholders' meeting .........................        5,911        14,176         5,874         9,110
Directors' fees and expenses ..................        6,282         6,805         5,902         6,232
Miscellaneous .................................        5,943         9,913         4,888         7,339
                                                 -----------   -----------   -----------   -----------
TOTAL EXPENSES ................................      696,663     1,283,991       524,896       926,980
                                                 -----------   -----------   -----------   -----------
NET INVESTMENT INCOME .........................    4,228,630     8,161,050     2,771,624     5,370,795
                                                 -----------   -----------   -----------   -----------

NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments .......      200,181     1,052,154       747,838       452,558
Net change in unrealized appreciation 
of investments ................................    3,171,620     2,121,935     1,208,172     2,381,666
                                                 -----------   -----------   -----------   -----------
NET GAIN ON INVESTMENTS .......................    3,371,801     3,174,089     1,956,010     2,834,224
                                                 -----------   -----------   -----------   -----------
INCREASE IN NET ASSETS FROM OPERATIONS ........  $ 7,600,431   $11,335,139   $ 4,727,634   $ 8,205,019
                                                 ===========   ===========   ===========   ===========
</TABLE>

                                                                              41
<PAGE>
================================================================================
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                  NATIONAL SERIES                         COLORADO SERIES         
                                                          ------------------------------          ------------------------------  
                                                             YEAR ENDED SEPTEMBER 30,                YEAR ENDED SEPTEMBER 30,     
                                                          ------------------------------          ------------------------------  
                                                             1997               1996                  1997               1996     
                                                          ------------      -------------         -------------      -------------
<S>                                                    <C>                  <C>                  <C>                  <C>          
OPERATIONS:                                                                          
Net investment income ..........................       $   5,074,538        $   5,411,626        $   2,552,660        $   2,708,720
Net realized gain (loss) on investments ........             278,366            1,270,012           (1,295,378)             230,074
Net change in unrealized appreciation
of investments .................................           3,753,003              477,663            2,352,484             (404,283)
                                                       -------------        -------------        -------------        -------------
INCREASE IN NET ASSETS FROM
OPERATIONS .....................................           9,105,907            7,159,301            3,609,766            2,534,511
                                                       -------------        -------------        -------------        -------------

DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
   Class A .....................................          (4,906,738)          (5,337,292)          (2,542,330)          (2,698,764)
   Class D .....................................            (167,800)             (74,334)             (10,330)              (9,956)
Net realized gain on investments:
   Class A .....................................                --                   --                   --                   --   
   Class D .....................................                --                   --                   --                   --   
                                                                                                                      -------------
DECREASE IN NET ASSETS FROM                            -------------        -------------        -------------
DISTRIBUTIONS ..................................          (5,074,538)          (5,411,626)          (2,552,660)          (2,708,720)
                                                       -------------        -------------        -------------        -------------

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
   Class A .....................................           3,114,125            6,105,129            1,076,262            1,368,525
   Class D .....................................             475,323              940,723               32,754               56,953
Net asset value of shares issued in
payment of dividends:
   Class A .....................................           2,676,250            2,793,160            1,383,913            1,465,852
   Class D .....................................             108,599               56,590                6,306                5,835
Exchanged from associated Funds:
   Class A .....................................           5,221,126           30,244,931            2,519,749            1,429,514
   Class D .....................................          35,760,206            8,276,409               13,676                1,923
Net asset value of shares issued in
payment of gain distribution:
   Class A .....................................                --                   --                   --                   --   
   Class D .....................................                --                   --                   --                   --   
                                                       -------------        -------------        -------------        -------------
Total ..........................................          47,355,629           48,416,942            5,032,660            4,328,602
                                                       -------------        -------------        -------------        -------------
Cost of shares repurchased:
   Class A .....................................         (10,801,204)         (13,127,822)          (6,020,226)          (5,606,419)
   Class D .....................................            (585,245)            (326,631)             (45,914)              (1,000)
Exchanged into associated Funds:
   Class A .....................................          (5,287,181)         (33,145,022)          (2,526,522)          (1,047,428)
   Class D .....................................         (38,546,451)          (5,370,882)             (29,141)                --   
                                                       -------------        -------------        -------------        -------------
Total ..........................................         (55,220,081)         (51,970,357)          (8,621,803)          (6,654,847)
                                                       -------------        -------------        -------------        -------------
DECREASE IN NET ASSETS FROM CAPITAL
SHARE TRANSACTIONS .............................          (7,864,452)          (3,553,415)          (3,589,143)          (2,326,245)
                                                       -------------        -------------        -------------        -------------
DECREASE IN NET ASSETS .........................          (3,833,083)          (1,805,740)          (2,532,037)          (2,500,454)

NET ASSETS:
Beginning of year ..............................         103,593,353          105,399,093           52,550,129           55,050,583
                                                       -------------        -------------        -------------        -------------
END OF YEAR ....................................       $  99,760,270        $ 103,593,353        $  50,018,092        $  52,550,129
                                                       =============        =============        =============        =============

</TABLE>


<TABLE>
<CAPTION>




                                                                    GEORGIA SERIES                         LOUISIANA SERIES        
                                                            ------------------------------          ------------------------------ 
                                                               YEAR ENDED SEPTEMBER 30,                YEAR ENDED SEPTEMBER 30,    
                                                            ------------------------------          ------------------------------ 
                                                                1997              1996                  1997              1996     
                                                           -------------    --------------         -------------    --------------
<S>                                                        <C>                 <C>                 <C>                 <C>         
OPERATIONS:                                                                                    
Net investment income ..............................       $  2,496,948        $  2,794,673        $  2,882,172        $  3,108,490
Net realized gain (loss) on investments ............            117,571             234,736              96,176             764,403
Net change in unrealized appreciation
of investments .....................................          1,648,469             574,897           1,423,177             (27,213)
                                                           ------------        ------------        ------------        ------------
INCREASE IN NET ASSETS FROM
OPERATIONS .........................................          4,262,988           3,604,306           4,401,525           3,845,680
                                                           ------------        ------------        ------------        ------------

DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
   Class A .........................................         (2,406,265)         (2,697,792)         (2,865,407)         (3,091,821)
   Class D .........................................            (90,683)            (96,881)            (16,765)            (16,669)
Net realized gain on investments:
   Class A .........................................           (180,236)           (395,597)           (753,044)           (467,263)
   Class D .........................................             (6,873)            (14,504)             (5,217)             (3,540)
                                                           ------------        ------------        ------------        ------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS ......................................         (2,684,057)         (3,204,774)         (3,640,433)         (3,579,293)
                                                           ------------        ------------        ------------        ------------

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
   Class A .........................................          4,134,682           2,193,735           1,489,134           2,360,417
   Class D .........................................          1,056,744           1,001,710             135,107              95,464
Net asset value of shares issued in
payment of dividends:
   Class A .........................................          1,593,994           1,741,886           1,461,539           1,645,661
   Class D .........................................             74,720              77,107               9,122              10,639
Exchanged from associated Funds:
   Class A .........................................            220,471             290,528              21,008               4,573
   Class D .........................................             46,374               7,853                --                  --   
Net asset value of shares issued in
payment of gain distribution:
   Class A .........................................            140,329             304,162             518,498             317,865
   Class D .........................................              6,295              13,827               3,466               3,070
                                                           ------------        ------------        ------------        ------------
Total ..............................................          7,273,609           5,630,808           3,637,874           4,437,689
                                                           ------------        ------------        ------------        ------------
Cost of shares repurchased:
   Class A .........................................         (6,985,116)        (10,153,419)         (5,240,608)         (8,844,981)
   Class D .........................................           (749,883)           (419,468)            (34,626)           (185,368)
Exchanged into associated Funds:
   Class A .........................................           (984,750)         (1,457,061)            (69,802)           (467,638)
   Class D .........................................           (201,142)           (435,462)               --                (5,400)
                                                           ------------        ------------        ------------        ------------
Total ..............................................         (8,920,891)        (12,465,410)         (5,345,036)         (9,503,387)
                                                           ------------        ------------        ------------        ------------
DECREASE IN NET ASSETS FROM CAPITAL
SHARE TRANSACTIONS .................................         (1,647,282)         (6,834,602)         (1,707,162)         (5,065,698)
                                                           ------------        ------------        ------------        ------------
DECREASE IN NET ASSETS .............................            (68,351)         (6,435,070)           (946,070)         (4,799,311)

NET ASSETS:
Beginning of year ..................................         53,322,365          59,757,435          57,653,681          62,452,992
                                                           ------------        ------------        ------------        ------------
END OF YEAR ........................................       $ 53,254,014        $ 53,322,365        $ 56,707,611        $ 57,653,681
                                                           ============        ============        ============        ============
- ----------
See Notes to Financial Statements.
</TABLE>


42
<PAGE>

================================================================================
<TABLE>
<CAPTION>
                                                              MARYLAND SERIES                             MASSACHUSETTS SERIES      
                                                        ------------------------------             ------------------------------ 
                                                           YEAR ENDED SEPTEMBER 30,                   YEAR ENDED SEPTEMBER 30,    
                                                        ------------------------------             ------------------------------ 
                                                            1997               1996                    1997              1996     
                                                       --------------     --------------          --------------    --------------
<S>                                                    <C>                  <C>                  <C>                  <C>          
OPERATIONS:                                                                                
Net investment income ..........................       $   2,728,689        $   2,850,710        $   5,574,868        $   5,969,270
Net realized gain (loss) on investments ........             383,873              237,843            1,304,763            1,211,500
Net change in unrealized appreciation
of investments .................................             952,592              207,699            1,867,804             (502,191)
                                                       -------------        -------------        -------------        -------------
INCREASE IN NET ASSETS FROM
OPERATIONS .....................................           4,065,154            3,296,252            8,747,435            6,678,579
                                                       -------------        -------------        -------------        -------------

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income:
   Class A .....................................          (2,647,830)          (2,793,641)          (5,516,992)          (5,917,218)
   Class D .....................................             (80,859)             (57,069)             (57,876)             (52,052)
Net realized gain on investments:
   Class A .....................................            (281,130)            (237,764)          (1,068,791)          (1,556,813)
   Class D .....................................             (11,087)              (3,924)             (14,031)             (12,717)
                                                       -------------        -------------        -------------        -------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS ..................................          (3,020,906)          (3,092,398)          (6,657,690)          (7,538,800)
                                                       -------------        -------------        -------------        -------------

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
   Class A .....................................           1,434,072            2,002,265            2,431,716            3,289,916
   Class D .....................................             510,347            1,482,760              288,117              664,274
Net asset value of shares issued in
payment of dividends:
   Class A .....................................           1,543,240            1,630,540            3,307,753            3,456,082
   Class D .....................................              69,209               47,295               31,220               33,741
Exchanged from associated Funds:
   Class A .....................................             613,677            1,117,092           11,842,999            4,648,026
   Class D .....................................                --                   --                  8,924              180,514
Net asset value of shares issued in
payment of gain distribution:
   Class A .....................................             205,081              175,287              774,630            1,131,226
   Class D .....................................              10,110                3,460                9,688                9,793
                                                       -------------        -------------        -------------        -------------
Total ..........................................           4,385,736            6,458,699           18,695,047           13,413,572
                                                       -------------        -------------        -------------        -------------
Cost of shares repurchased:
   Class A .....................................          (5,400,781)          (6,209,930)         (11,114,300)         (12,032,238)
   Class D .....................................            (509,633)            (122,344)            (510,040)            (239,034)
Exchanged into associated Funds:
   Class A .....................................            (896,334)          (1,151,307)          (9,172,465)          (5,473,480)
   Class D .....................................             (99,960)             (10,726)              (8,905)            (133,437)
                                                       -------------        -------------        -------------        -------------
Total ..........................................          (6,906,708)          (7,494,307)         (20,805,710)         (17,878,189)
                                                       -------------        -------------        -------------        -------------
DECREASE IN NET ASSETS FROM CAPITAL
SHARE TRANSACTIONS .............................          (2,520,972)          (1,035,608)          (2,110,663)          (4,464,617)
                                                       -------------        -------------        -------------        -------------
DECREASE IN NET ASSETS .........................          (1,476,724)            (831,754)             (20,918)          (5,324,838)

NET ASSETS:
Beginning of year ..............................          56,088,279           56,920,033          111,276,573          116,601,411
                                                       -------------        -------------        -------------        -------------
END OF YEAR ....................................       $  54,611,555        $  56,088,279        $ 111,255,655        $ 111,276,573
                                                       =============        =============        =============        =============
</TABLE>


<TABLE>
<CAPTION>

                                                                        MICHIGAN SERIES
                                                                ------------------------------
                                                                   YEAR ENDED SEPTEMBER 30,
                                                                ------------------------------
                                                                    1997              1996
                                                               --------------    --------------
<S>                                                          <C>              <C>          
OPERATIONS:
Net investment income ....................................   $   7,494,605    $   8,012,309
Net realized gain (loss) on investments ..................       1,259,022        1,595,202
Net change in unrealized appreciation
of investments ...........................................       2,653,074         (620,275)
                                                             -------------    -------------    
INCREASE IN NET ASSETS FROM
OPERATIONS ...............................................      11,406,701        8,987,236
                                                             -------------    -------------    

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income:
   Class A ...............................................      (7,427,374)      (7,945,727)
   Class D ...............................................         (67,231)         (66,582)
Net realized gain on investments:
   Class A ...............................................      (1,581,301)      (2,526,473)
   Class D ...............................................         (17,780)         (24,970)
                                                             -------------    -------------    
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS ............................................      (9,093,686)     (10,563,752)
                                                             -------------    -------------    

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
   Class A ...............................................       5,064,050        5,017,723
   Class D ...............................................         706,948          643,962
Net asset value of shares issued in
payment of dividends:
   Class A ...............................................       4,475,470        4,892,727
   Class D ...............................................          47,279           43,735
Exchanged from associated Funds:
   Class A ...............................................       9,115,725        2,197,763
   Class D ...............................................         258,662          210,059
Net asset value of shares issued in
payment of gain distribution:
   Class A ...............................................       1,180,119        1,901,806
   Class D ...............................................          13,960           21,146
                                                             -------------    -------------   
Total ....................................................      20,862,213       14,928,921
                                                             -------------    -------------   
Cost of shares repurchased:
   Class A ...............................................     (15,967,293)     (13,211,454)
   Class D ...............................................        (552,079)        (368,116)
Exchanged into associated Funds:
   Class A ...............................................     (10,959,291)      (2,652,409)
   Class D ...............................................        (145,528)        (217,280)
                                                             -------------    -------------
Total ....................................................     (27,624,191)     (16,449,259)
                                                             -------------    -------------   
DECREASE IN NET ASSETS FROM CAPITAL
SHARE TRANSACTIONS .......................................      (6,761,978)      (1,520,338)
                                                             -------------    -------------   
DECREASE IN NET ASSETS ...................................      (4,448,963)      (3,096,854)

NET ASSETS:
Beginning of year ........................................     149,664,312      152,761,166
                                                             -------------    -------------   
END OF YEAR ..............................................   $ 145,215,349    $ 149,664,312
                                                             =============    =============

</TABLE>


                                                                              43
<PAGE>
================================================================================
STATEMENTS OF CHANGES IN NET ASSETS (continued)
<TABLE>
<CAPTION>

                                                              MINNESOTA SERIES                              MISSOURI SERIES        
                                                       ------------------------------               -----------------------------  
                                                          YEAR ENDED SEPTEMBER 30,                     YEAR ENDED SEPTEMBER 30,    
                                                       ------------------------------               -----------------------------  
                                                          1997               1996                       1997               1996    
                                                      -------------      -------------             --------------      -------------
<S>                                                    <C>                  <C>                  <C>                  <C>          
OPERATIONS:
Net investment income ..........................       $   6,538,641        $   7,189,682        $   2,583,310        $   2,553,696
Net realized gain (loss) on investments ........             757,947           (1,345,678)             389,565              702,168
Net change in unrealized appreciation
of investments .................................             978,768             (718,882)             900,350             (147,019)
                                                       -------------        -------------        -------------        -------------
INCREASE IN NET ASSETS FROM
OPERATIONS .....................................           8,275,356            5,125,122            3,873,225            3,108,845
                                                       -------------        -------------        -------------        -------------

DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
   Class A .....................................          (6,456,679)          (7,091,290)          (2,563,601)          (2,529,631)
   Class D .....................................             (81,962)             (98,392)             (19,709)             (24,065)
Net realized gain on investments:
   Class A .....................................                --               (339,461)            (542,355)            (477,820)
   Class D .....................................                --                 (5,862)              (5,999)              (5,541)
                                                       -------------        -------------        -------------        -------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS ..................................          (6,538,641)          (7,535,005)          (3,131,664)          (3,037,057)
                                                       -------------        -------------        -------------        -------------

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
   Class A .....................................           5,444,733            5,136,193            5,524,679            2,604,871
   Class D .....................................             135,740              355,058               39,028              354,207
Net asset value of shares issued in
payment of dividends:
   Class A .....................................           4,394,871            4,809,942            1,240,533            1,314,503
   Class D .....................................              55,878               74,558               15,171               15,852
Exchanged from associated Funds:
   Class A .....................................             356,606              496,211              243,591               90,007
   Class D .....................................              90,000               48,646                  100               44,301
Net asset value of shares issued in
payment of gain distribution:
   Class A .....................................                --                270,799              354,701              311,188
   Class D .....................................                --                  4,666                5,296                2,649
                                                       -------------        -------------        -------------        -------------
Total ..........................................          10,477,828           11,196,073            7,423,099            4,737,578
                                                       -------------        -------------        -------------        -------------
Cost of shares repurchased:
   Class A .....................................         (14,412,829)         (13,463,390)          (4,255,392)          (4,836,102)
   Class D .....................................            (503,408)            (507,655)            (114,612)            (304,921)
Exchanged into associated Funds:
   Class A .....................................          (1,994,727)          (1,423,552)          (1,021,172)            (788,552)
   Class D .....................................             (39,298)            (135,371)             (40,189)             (57,294)
                                                       -------------        -------------        -------------        -------------
Total ..........................................         (16,950,262)         (15,529,968)          (5,431,365)          (5,986,869)
                                                       -------------        -------------        -------------        -------------

INCREASE (DECREASE) IN NET ASSETS FROM
CAPITAL SHARE TRANSACTIONS .....................          (6,472,434)          (4,333,895)           1,991,734           (1,249,291)
                                                       -------------        -------------        -------------        -------------
INCREASE (DECREASE) IN NET ASSETS ..............          (4,735,719)          (6,743,778)           2,733,295           (1,177,503)

NET ASSETS:
Beginning of year ..............................         128,209,018          134,952,796           50,506,431           51,683,934
                                                       -------------        -------------        -------------        -------------
END OF YEAR ....................................       $ 123,473,299        $ 128,209,018        $  53,239,726        $  50,506,431
                                                       =============        =============        =============        =============

</TABLE>


<TABLE>
<CAPTION>

                                                                NEW YORK SERIES                              OHIO SERIES         
                                                        ------------------------------             ------------------------------
                                                           YEAR ENDED SEPTEMBER 30,                   YEAR ENDED SEPTEMBER 30,   
                                                        ------------------------------             ------------------------------
                                                            1997               1996                    1997              1996    
                                                       --------------      -----------           --------------     ------------
<S>                                                    <C>                  <C>                  <C>                  <C>          
OPERATIONS:
Net investment income ..........................       $   4,228,630        $   4,425,553        $   8,161,050        $   8,922,203
Net realized gain (loss) on investments ........             200,181            1,161,126            1,052,154            1,396,965
Net change in unrealized appreciation
of investments .................................           3,171,620               36,180            2,121,935           (1,059,760)
                                                       -------------        -------------        -------------        -------------
INCREASE IN NET ASSETS FROM
OPERATIONS .....................................           7,600,431            5,622,859           11,335,139            9,259,408
                                                       -------------        -------------        -------------        -------------

DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
   Class A .....................................          (4,176,066)          (4,381,889)          (8,118,451)          (8,882,222)
   Class D .....................................             (52,564)             (43,664)             (42,599)             (39,981)
Net realized gain on investments:
   Class A .....................................            (213,515)                --             (1,382,343)            (794,088)
   Class D .....................................              (3,062)                --                 (8,277)              (3,482)
                                                       -------------        -------------        -------------        -------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS ..................................          (4,445,207)          (4,425,553)          (9,551,670)          (9,719,773)
                                                       -------------        -------------        -------------        -------------

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
   Class A .....................................           3,917,958            3,350,809            3,568,969            4,520,137
   Class D .....................................             431,628              411,499              352,330              348,741
Net asset value of shares issued in
payment of dividends:
   Class A .....................................           2,427,328            2,485,560            5,063,815            5,490,252
   Class D .....................................              36,517               31,604               38,045               34,422
Exchanged from associated Funds:
   Class A .....................................           4,314,919            3,161,968              858,387              939,551
   Class D .....................................              12,295              184,854               15,368                4,272
Net asset value of shares issued in
payment of gain distribution:
   Class A .....................................             166,872                 --              1,060,708              599,050
   Class D .....................................               2,545                 --                  7,582                3,281
                                                       -------------        -------------        -------------        -------------
Total ..........................................          11,310,062            9,626,294           10,965,204           11,939,706
                                                       -------------        -------------        -------------        -------------
Cost of shares repurchased:
   Class A .....................................          (9,574,807)          (9,268,664)         (18,663,417)         (16,177,726)
   Class D .....................................             (68,104)            (258,544)            (216,985)             (24,324)
Exchanged into associated Funds:
   Class A .....................................          (3,551,797)          (2,173,151)          (1,482,349)          (2,863,802)
   Class D .....................................             (42,506)            (116,722)             (60,245)             (10,486)
                                                       -------------        -------------        -------------        -------------
Total ..........................................         (13,237,214)         (11,817,081)         (20,422,996)         (19,076,338)
                                                       -------------        -------------        -------------        -------------

INCREASE (DECREASE) IN NET ASSETS FROM
CAPITAL SHARE TRANSACTIONS .....................          (1,927,152)          (2,190,787)          (9,457,792)          (7,136,632)
                                                       -------------        -------------        -------------        -------------
INCREASE (DECREASE) IN NET ASSETS ..............           1,228,072             (993,481)          (7,674,323)          (7,596,997)

NET ASSETS:
Beginning of year ..............................          83,871,558           84,865,039          163,253,517          170,850,514
                                                       -------------        -------------        -------------        -------------
End of Year ....................................       $  85,099,630        $  83,871,558        $ 155,579,194        $ 163,253,517
                                                       =============        =============        =============        =============
- ----------
See Notes to Financial Statements.
</TABLE>


44
<PAGE>

================================================================================
<TABLE>
<CAPTION>

                                                                   OREGON SERIES                        SOUTH CAROLINA SERIES
                                                          ------------------------------           ------------------------------
                                                             YEAR ENDED SEPTEMBER 30,                 YEAR ENDED SEPTEMBER 30,
                                                          ------------------------------           ------------------------------
                                                              1997               1996                  1997               1996
                                                          -------------      ----------            ------------      -------------
<S>                                                       <C>                 <C>                 <C>                 <C>          
OPERATIONS:
Net investment income ..............................      $   2,771,624       $   3,107,679       $   5,370,795       $   5,818,944
Net realized gain (loss) on investments ............            747,838             286,078             452,558           1,720,268
Net change in unrealized appreciation
of investments .....................................          1,208,172            (342,324)          2,381,666             (81,642)
                                                          -------------       -------------       -------------       -------------
INCREASE IN NET ASSETS FROM
OPERATIONS .........................................          4,727,634           3,051,433           8,205,019           7,457,570
                                                          -------------       -------------       -------------       -------------

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income:
   Class A .........................................         (2,712,769)         (3,041,984)         (5,239,991)         (5,721,911)
   Class D .........................................            (58,855)            (65,695)           (130,804)            (97,033)
Net realized gain on investments:
   Class A .........................................           (304,704)            (61,975)         (1,667,625)           (253,251)
   Class D .........................................             (8,165)             (1,566)            (42,381)             (5,029)
                                                          -------------       -------------       -------------       -------------
DECREASE IN NET ASSETS FROM
DISTRIBUTIONS ......................................         (3,084,493)         (3,171,220)         (7,080,801)         (6,077,224)
                                                          -------------       -------------       -------------       -------------

CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares:
   Class A .........................................          2,019,494           3,453,799           4,596,375           7,339,428
   Class D .........................................            513,511             410,708           1,258,114           1,431,442
Net asset value of shares issued in
payment of dividends:
   Class A .........................................          1,713,320           1,922,589           3,057,472           3,322,251
   Class D .........................................             43,464              51,715             111,193              85,491
Exchanged from associated Funds:
   Class A .........................................             59,994             554,373             385,497             844,016
   Class D .........................................            105,958              21,324              29,567                --
Net asset value of shares issued in
payment of gain distribution:
   Class A .........................................            232,602              46,901           1,298,064             195,931
   Class D .........................................              6,239               1,353              40,550               4,927
                                                          -------------       -------------       -------------       -------------
Total ..............................................          4,694,582           6,462,762          10,776,832          13,223,486
                                                          -------------       -------------       -------------       -------------
Cost of shares repurchased:
   Class A .........................................         (6,926,397)         (7,135,242)        (16,191,089)        (14,837,001)
   Class D .........................................           (525,899)           (304,546)           (432,224)           (519,148)
Exchanged into associated Funds:
   Class A .........................................           (801,759)           (932,697)         (1,366,846)         (2,478,917)
   Class D .........................................            (51,638)           (129,221)           (106,657)            (16,928)
                                                          -------------       -------------       -------------       -------------
Total ..............................................         (8,305,693)         (8,501,706)        (18,096,816)        (17,851,994)
                                                          -------------       -------------       -------------       -------------

INCREASE (DECREASE) IN NET A
CAPITAL SHARE TRANSACTIONS .........................         (3,611,111)         (2,038,944)         (7,319,984)         (4,628,508)
                                                          -------------       -------------       -------------       -------------
INCREASE (DECREASE) IN NET ASSETS ..................         (1,967,970)         (2,158,731)         (6,195,766)         (3,248,162)

NET ASSETS:
Beginning of year ..................................         58,885,267          61,043,998         110,876,927         114,125,089
                                                          -------------       -------------       -------------       -------------
END OF YEAR ........................................      $  56,917,297       $  58,885,267       $ 104,681,161       $ 110,876,927
                                                          =============       =============       =============       =============


</TABLE>
                                                                              45
<PAGE>


================================================================================
NOTES TO FINANCIAL STATEMENTS



1. MULTIPLE CLASSES OF SHARES -- Seligman Municipal 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, the
commencement date of Class D shares, 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 A shares purchased in an
amount of $1,000,000 or more are sold without an initial sales charge but are
subject to a contingent deferred sales load ("CDSL") of 1% on redemptions within
18 months of purchase. 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 a CDSL of 1% imposed on 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 other class expenses, and has exclusive voting rights
with respect to any matter on which a separate vote of any class is required.

2. SIGNIFICANT ACCOUNTING POLICIES -- The financial statements have been
prepared in conformity with generally accepted accounting principles which
require management to make certain estimates and assumptions at the date of the
financial statements. The following summarizes the significant accounting
policies of the Fund:

a.  SECURITY VALUATION -- All municipal 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.  FEDERAL TAXES -- There is no provision for federal income 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.

c.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- 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 than original issue discounts are not amortized.

d.  MULTIPLE CLASS ALLOCATIONS -- 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 are specifically attributable to a
    particular class, are charged directly to such class. For the year ended
    September 30, 1997, distribution and service fees were the only
    class-specific expenses.

e.  DISTRIBUTIONS TO SHAREHOLDERS -- Dividends are declared daily and paid
    monthly. Other distributions paid by the Fund are recorded on the
    ex-dividend date. The treatment for financial statement purposes of
    distributions made to shareholders 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, or realized 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 SECURITIES -- Purchases and sales of portfolio
securities, excluding short-term investments, for the year ended September 30,
1997, were as follows:

SERIES                                          PURCHASES              SALES
- -------                                       --------------         -----------
National ..................................    $20,257,068           $31,445,100
Colorado ..................................      1,971,600             4,980,241
Georgia ...................................      6,297,365             7,704,168
Louisiana .................................      8,894,825            11,777,281
Maryland ..................................      7,962,960            10,182,170
Massachusetts .............................     31,357,187            34,857,833
Michigan ..................................     15,757,416            23,896,463
Minnesota .................................      8,380,328            17,177,125
Missouri ..................................      4,457,100             3,283,300
New York ..................................     19,425,215            21,547,816
Ohio ......................................     18,308,120            28,742,312
Oregon ....................................     10,855,065            15,713,300
South Carolina ............................           --               9,536,925


46
<PAGE>
================================================================================
NOTES TO FINANCIAL STATEMENTS

     At September 30, 1997, 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 ...................         $5,332,596              $  138,648
Colorado ...................          3,127,125                    --
Georgia ....................          3,223,885                 107,543
Louisiana ..................          3,418,841                  54,643
Maryland ...................          3,108,634                  27,142
Massachusetts ..............          4,564,252                   1,026
Michigan ...................          8,235,328                    --
Minnesota ..................          7,114,327                  43,216
Missouri ...................          2,520,560                    --
New York ...................          5,692,572                  22,520
Ohio .......................          9,279,502                  38,330
Oregon .....................          2,717,762                    --
South Carolina .............          5,900,680                  17,880
                                                        
4. MANAGEMENT FEE, ADMINISTRATIVE SERVICES, AND OTHER TRANSACTIONS -- 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, calculated daily and payable monthly, is equal to 0.50% per
annum of each Series' average daily net assets.

     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 ...............  $ 8,749          $ 60,789
Colorado ...............    4,828            36,405
Georgia ................    7,820            56,992
Louisiana ..............    6,792            49,286
Maryland ...............    7,366            52,904
Massachusetts ..........   10,093            74,691
Michigan ...............   18,739           141,150
Minnesota ..............    9,979            75,908
Missouri ...............    4,557            36,025
New York ...............   11,532            84,357
Ohio ...................   16,992           124,695
Oregon .................    9,740            74,960
South Carolina .........   17,715           133,456

     The Fund has an Administration,  Shareholder Services and Distribution Plan
(the "Plan") with respect to  distribution  of its shares.  Under the Plan, with
respect to Class A shares,  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, 1997,  the  Distributor  charged such fees to the Fund pursuant to
the Plan as follows:

                                                         ANNUALIZED
                                     TOTAL FEES         % OF AVERAGE
     SERIES                             PAID             NET ASSETS
  -------------                     -------------      ---------------
National ....................        $ 91,999                .09%
Colorado ....................          47,350                .09
Georgia .....................          48,452                .10
Louisiana ...................          55,423                .10
Maryland ....................          51,056                .09
Massachusetts ...............         106,820                .10
Michigan ....................         144,511                .10
Minnesota ...................         122,699                .10
Missouri ....................          48,358                .09
New York ....................          78,075                .09
Ohio ........................         155,221                .10
Oregon ......................          54,461                .10
South Carolina ..............         102,127                .09

     Under the Plan, with respect to Class D shares, 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 an 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, 1997, fees paid equivalent to 1%
per annum of the average daily net assets of Class D shares were as follows:

  SERIES                                       SERIES
- -----------                                 -----------
National .............    $40,330           Minnesota ....        $19,029
Colorado .............      2,515           Missouri .....          4,898
Georgia ..............     23,147           New York .....         12,557
Louisiana ............      4,002           Ohio .........          9,933
Maryland .............     19,800           Oregon .......         14,778
Massachusetts ........     13,878           South Carolina         31,817
Michigan .............     15,885      
                                    
     The Distributor is entitled to retain any CDSL imposed on redemptions of
Class D shares occurring within one year after purchase and on certain
redemptions of Class A shares occurring within 18 months of purchase. For the
year ended September 30, 1997, such charges were as follows:
                                                                              47
<PAGE>
================================================================================
NOTES TO FINANCIAL STATEMENTS

   SERIES                                     SERIES
- -------------                              -------------
National ...............    $1,711         Minnesota .............    $372
Colorado ...............        19         Missouri ..............      64
Georgia ................     6,039         New York ..............       5
Louisiana ..............        26         Ohio ..................     668
Maryland ...............     2,223         Oregon ................     105
Massachusetts ..........       260         South Carolina ........     724
Michigan ...............       398                           

     Seligman Services, Inc., an affiliate of the Manager, is eligible to
receive commissions from certain sales of Fund shares, as well as distribution
and service fees pursuant to the Plan. For the year ended September 30, 1997,
Seligman Services, Inc. received commissions from the sale of shares of each
Series and distribution and service fees pursuant to the Plan, as follows:

                                                         DISTRIBUTION AND
     SERIES                     COMMISSIONS                SERVICE FEES
  -------------              ----------------          ---------------------
National ....................      $  456                     $ 6,388
Colorado ....................       4,678                       2,918
Georgia .....................         283                         988
Louisiana ...................          21                         685
Maryland ....................         523                       1,425
Massachusetts ...............       1,865                       2,080
Michigan ....................         515                       2,537
Minnesota ...................         594                       2,087
Missouri ....................       1,220                       3,261
New York ....................       2,889                      12,398
Ohio ........................       1,485                       3,132
Oregon ......................          24                       1,417
South Carolina ..............       2,582                       1,576

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


     SERIES                                        SERIES
  -------------                                 ------------
National ..............        $128,809        Minnesota .........      $186,678
Colorado ..............          70,580        Missouri ..........        69,163
Georgia ...............          70,267        New York ..........        98,518
Louisiana .............          63,215        Ohio ..............       195,740
Maryland ..............          82,309        Oregon ............        77,140
Massachusetts .........         142,267        South Carolina ....       137,337
Michigan ..............         184,333                         

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


     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 cost of such fees
and interest is included in directors' fees and expenses, and the accumulated
balances thereof at September 30, 1997, are as follows:

   SERIES                                          SERIES
 ----------                                     -------------
National ..............        $18,086       Minnesota .........        $15,369
Colorado ..............         11,295       Missouri ..........         11,298
Georgia ...............         10,582       New York ..........         15,334
Louisiana .............         12,285       Ohio ..............         15,393
Maryland ..............         12,284       Oregon ............         11,108
Massachusetts .........         15,354       South Carolina ....         10,626
Michigan ..............         14,857

5. LOSS CARRYFORWARD -- 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, 1997, the
net loss carryforwards for the National, Colorado, and Minnesota Series amounted
to $2,934,455, $38,129, and $681,481, respectively, which are available for
offset against future taxable net gains, expiring in various amounts through
2005. Accordingly, no capital gain distributions are expected to be paid to
shareholders of the National, Colorado, and Minnesota Series until net capital
gains have been realized in excess of the available capital loss carryforwards.


48
<PAGE>


================================================================================
NOTES TO FINANCIAL STATEMENTS

6. CAPITAL STOCK  TRANSACTIONS -- The Fund has  1,300,000,000  shares of Capital
Stock authorized.  At September 30, 1997, 100,000,000 shares were authorized for
each  Series  of the Fund.  Transactions  in shares  of  Capital  Stock  were as
follows:


<TABLE>
<CAPTION>

                            NATIONAL SERIES              COLORADO SERIES             GEORGIA SERIES         LOUISIANA SERIES
                      ---------------------------   -------------------------  -------------------------  -----------------------
                              YEAR ENDED                   YEAR ENDED                  YEAR ENDED               YEAR ENDED
                             SEPTEMBER 30,                SEPTEMBER 30,               SEPTEMBER 30,            SEPTEMBER 30,
                      ---------------------------   -------------------------  -------------------------   ------------------------
                         1997            1996          1997            1996       1997          1996        1997             1996
                      -----------     -----------   ----------       --------  -----------   ---------     --------      -----------
<S>                    <C>            <C>          <C>              <C>        <C>          <C>           <C>             <C>       
Sale of shares:
  Class A ..........      401,292       787,838       146,785        186,485     513,632       278,594     181,700         289,128
  Class D ..........       61,208       122,738         4,493          7,709     133,099       125,912      16,439          11,771
Shares issued
in payment
of dividends:
  Class A ..........      343,369       362,598       188,633        200,194     200,681       221,658     179,244         201,153
  Class D ..........       13,912         7,360           860            799       9,380         9,793       1,120           1,298
Exchanged from
associated Funds:
  Class A ..........      672,956     3,977,611       345,869        197,002      28,040        36,617       2,599             559
  Class D ..........    4,606,174     1,084,989         1,897            258       5,782         1,004        --              --
Shares issued
in payment of
gain distributions:
  Class A ..........         --            --            --               --      17,674        38,308      63,776          38,670
  Class D ..........         --            --            --               --         792         1,739         426             374
                       ----------    ----------    ----------       --------   ---------    ----------    --------      ----------
Total ..............    6,098,911     6,343,134       688,537        592,447     909,080       713,625     445,304         542,953
                       ----------    ----------    ----------       --------   ---------    ----------    --------      ----------
Shares repurchased:  
  Class A ..........   (1,389,619)   (1,709,147)     (821,576)      (766,043)   (881,743)   (1,294,735)   (642,677)     (1,076,395)
  Class D ..........      (75,516)      (42,115)       (6,235)          (139)    (94,407)      (53,212)     (4,237)        (22,258)
Exchanged into
associated Funds:
  Class A ..........     (679,856)   (4,341,083)     (345,924)      (142,468)   (123,961)     (185,879)     (8,595)        (56,582)
  Class D ..........   (4,948,529)     (706,332)       (4,012)            --     (25,271)      (55,816)       --              (657)
                       ----------    ----------    ----------       --------  ----------    ----------    --------      ----------
Total ..............   (7,093,520)   (6,798,677)   (1,177,747)      (908,650) (1,125,382)   (1,589,642)   (655,509)     (1,155,892)
                       ----------    ----------    ----------       --------  ----------    ----------    --------      ----------
Decrease in shares .     (994,609)     (455,543)     (489,210)      (316,203)   (216,302)     (876,017)   (210,205)       (612,939)
                       ==========    ==========    ==========       ========  ==========    ==========    ========      ==========


</TABLE>


<TABLE>
<CAPTION>


                               MARYLAND SERIES          MASSACHUSETTS SERIES            MICHIGAN SERIES          MINNESOTA SERIES
                           ------------------------  ---------------------------  -------------------------   ---------------------
                                 YEAR ENDED                  YEAR ENDED                   YEAR ENDED                YEAR ENDED
                                SEPTEMBER 30,               SEPTEMBER 30,                SEPTEMBER 30,             SEPTEMBER 30,
                           ------------------------  -------------------------    -------------------------   ---------------------
                             1997        1996         1997           1996         1997          1996           1997          1996
                           ---------   ---------    ---------     -----------   ---------     ---------      ---------     --------
Sale of shares:
<S>                        <C>         <C>         <C>             <C>         <C>             <C>           <C>           <C>      
  Class A ..............    178,081     251,027       308,839       420,626       596,810       590,794       706,910       662,567
  Class D ..............     63,517     187,262        36,578        84,893        83,579        75,571        17,609        45,645
Shares issued
in payment
of dividends:
  Class A ..............    192,610     203,932       420,799       439,779       529,332       577,449       569,754       622,155
  Class D ..............      8,633       5,928         3,981         4,303         5,592         5,165         7,244         9,641
Exchanged from
associated Funds:
  Class A ..............     77,084     138,972     1,523,024       598,715     1,080,365       261,523        46,568        63,682
  Class D ..............       --          --           1,134        23,224        30,637        24,587        11,509         6,252
Shares issued in
payment of gain
distributions:
  Class A ..............     25,571      21,748        98,428       142,832       139,825       222,433          --          34,629
  Class D ..............      1,259         429         1,232         1,238         1,654         2,476          --             597
                           --------    --------    ----------    ----------    ----------    ----------    ----------    ----------
Total ..................    546,755     809,298     2,394,015     1,715,610     2,467,794     1,759,998     1,359,594     1,445,168
                           --------    --------    ----------    ----------    ----------    ----------    ----------    ----------
Shares repurchased:
  Class A ..............   (674,114)   (777,341)   (1,413,634)   (1,532,595)   (1,886,059)   (1,562,041)   (1,868,498)   (1,744,913)
  Class D ..............    (63,960)    (15,227)      (65,121)      (29,941)      (65,355)      (43,655)      (65,288)      (65,660)
Exchanged into
associated Funds:
  Class A ..............   (112,466)   (144,008)   (1,175,580)     (700,147)   (1,297,651)     (314,340)     (258,689)     (183,451)
  Class D ..............    (12,507)     (1,335)       (1,133)      (17,262)      (17,125)      (25,575)       (5,099)      (17,466)
                           --------    --------    ----------    ----------    ----------    ----------    ----------    ----------
Total ..................   (863,047)   (937,911)   (2,655,468)   (2,279,945)   (3,266,190)   (1,945,611)   (2,197,574)   (2,011,490)
                           --------    --------    ----------    ----------    ----------    ----------    ----------    ----------
Decrease in shares .....   (316,292)   (128,613)     (261,453)     (564,335)     (798,396)     (185,613)     (837,980)     (566,322)
                           ========    ========    ==========    ==========    ==========    ==========    ==========    ==========

</TABLE>

                                                                              49
<PAGE>
================================================================================
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                               MISSOURI SERIES               NEW YORK SERIES              OHIO SERIES              OREGON SERIES
                          --------------------------   --------------------------  ------------------------  ----------------------
                                 YEAR ENDED                    YEAR ENDED                 YEAR ENDED                YEAR ENDED
                                SEPTEMBER 30,                 SEPTEMBER 30,              SEPTEMBER 30,             SEPTEMBER 30,
                          --------------------------   --------------------------  ------------------------  ----------------------
                            1997          1996           1997          1996         1997          1996        1997          1996
                          ----------   -----------    -----------   ---------    ----------    ---------    ----------     ---------
<S>                        <C>         <C>         <C>           <C>           <C>           <C>             <C>           <C>      
Sale of shares:
  Class A ..............    722,053     336,439       486,564       420,183       441,039       556,577       262,547       449,036
  Class D ..............      5,024      45,866        52,683        51,905        43,216        42,516        66,778        53,330
Shares issued in
payment of
dividends:
  Class A ..............    161,292     170,657       300,867       311,826       626,911       676,616       222,418       250,740
  Class D ..............      1,973       2,059         4,524         3,961         4,687         4,228         5,646         6,750
Exchanged from
associated Funds:
  Class A ..............     31,545      11,737       540,465       396,166       106,616       115,979         7,803        72,458
  Class D ..............         13       5,683         1,501        22,805         1,906           522        13,881         2,730
Shares issued in
payment of gain
distributions:
  Class A ..............     46,125      40,153        20,729          --         131,276        73,144        30,287         6,052
  Class D ..............        688         342           316          --             934           399           813           175
                           --------    --------    ----------    ----------    ----------    ----------    ----------    ----------
Total ..................    968,713     612,936     1,407,649     1,206,846     1,356,585     1,469,981       610,173       841,271
                           --------    --------    ----------    ----------    ----------    ----------    ----------    ----------
Shares repurchased:
  Class A ..............   (553,544)   (626,785)   (1,191,908)   (1,161,173)   (2,310,439)   (1,993,888)     (900,692)     (932,734)
  Class D ..............    (15,067)    (40,183)       (8,476)      (31,991)      (26,589)       (2,985)      (68,686)      (39,953)
Exchanged into
associated Funds:
  Class A ..............   (131,979)   (102,871)     (442,854)     (273,410)     (184,026)     (354,919)     (104,744)     (122,134)
  Class D ..............     (5,250)     (7,345)       (5,338)      (14,800)       (7,441)       (1,268)       (6,685)      (16,869)
                           --------    --------    ----------    ----------    ----------    ----------    ----------    ----------
Total ..................   (705,840)   (777,184)   (1,648,576)   (1,481,374)   (2,528,495)   (2,353,060)   (1,080,807)   (1,111,690)
                           --------    --------    ----------    ----------    ----------    ----------    ----------    ----------
Increase (decrease)
  in shares ............    262,873    (164,248)     (240,927)     (274,528)   (1,171,910)     (883,079)     (470,634)     (270,419)
                           ========    ========    ==========    ==========    ==========    ==========    ==========    ==========


</TABLE>


                                                     SOUTH CAROLINA SERIES
                                                 -----------------------------
                                                          YEAR ENDED
                                                         SEPTEMBER 30,
                                                 -----------------------------
                                                     1997              1996
                                                  -----------       -----------
                                                                 
                                                                 
SALE OF SHARES:                                                  
  Class A .....................................      572,615           909,638
  Class D .....................................      156,977           179,334
Shares issued in payment of dividends:                           
  Class A .....................................      380,701           412,361
  Class D .....................................       13,850            10,618
Exchanged from associated Funds:                                 
  Class A .....................................       47,863           104,833
  Class D .....................................        3,643              --
Shares issued in payment of gain                                 
  distributions:                                                 
  Class A .....................................      161,652            24,100
  Class D .....................................        5,056               607
                                                  ----------        ----------
Total .........................................    1,342,357         1,641,491
                                                  ----------        ----------
Shares repurchased:                                              
  Class A .....................................   (2,018,325)       (1,840,951)
  Class D .....................................      (53,697)          (65,796)
Exchanged into associated Funds:                                 
  Class A .....................................     (170,000)         (308,319)
  Class D .....................................      (13,276)           (2,110)
                                                  ----------        ----------
Total .........................................   (2,255,298)       (2,217,176)
                                                  ----------        ----------
Decrease in shares ............................     (912,941)         (575,685)
                                                  ==========        ==========
                                                              
50
<PAGE>

================================================================================
FINANCIAL HIGHLIGHTS


     The Fund's financial highlights are presented below. "Per share operating
performance" data is designed to allow investors to trace the operating
performance of each Class, on a per share basis, from the beginning net asset
value to the ending net asset value, so that investors can understand what
effect the individual items have on their investment, assuming it was held
throughout the period. Generally, 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, based on average shares
outstanding.

     "Total return based on net asset value" measures each Class's performance
assuming that investors purchased shares at 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 the net asset value 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 each Series. Total returns for periods of
less than one year are not annualized.



<TABLE>
<CAPTION>

NATIONAL SERIES                                          CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      --------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
PER SHARE OPERATING
  PERFORMANCE:
<S>                                <C>        <C>        <C>          <C>        <C>        <C>       <C>        <C>      <C> 
Net Asset Value,
Beginning Of Period                $7.70      $7.58      $7.18        $8.72      $8.07      $7.70      $7.57     $7.18    $8.20
                                   -----      -----      -----        -----      -----      -----      -----     -----    -----
Net investment income               0.39       0.40       0.40         0.41       0.45       0.32       0.33      0.32     0.22
Net realized and unrealized
investment gain (loss)              0.31       0.12       0.40        (1.04)      0.78       0.32       0.13      0.39    (1.02)
                                   -----      -----      -----        -----      -----      -----      -----     -----    -----
Increase (Decrease) From
Investment Operations               0.70       0.52       0.80        (0.63)      1.23       0.64       0.46      0.71    (0.80)
Dividends paid or declared         (0.39)     (0.40)     (0.40)       (0.41)     (0.45)     (0.32)     (0.33)    (0.32)   (0.22)
Distributions
from net gain realized              --         --         --          (0.50)     (0.13)        --         --        --       --
                                   -----      -----      -----        -----      -----      -----      -----     -----    -----
Net Increase (Decrease)
In Net Asset Value                  0.31       0.12       0.40        (1.54)      0.65       0.32       0.13      0.39    (1.02)
                                   -----      -----      -----        -----      -----      -----      -----     -----    -----
Net Asset Value,
End of Period                      $8.01      $7.70      $7.58        $7.18      $8.72      $8.02      $7.70     $7.57    $7.18
                                   =====      =====      =====        =====      =====      =====      =====     =====    =====
TOTAL RETURN BASED
ON NET ASSET VALUE:                 9.40%     6.97%      11.48%      (7.83)%     16.00%      8.56%      6.13%    10.17%   (9.96)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average
net assets                          0.84%     0.80%       0.86%        0.85%      0.86%      1.75%      1.67%     1.95%    1.76%+
Net investment income to 
average net assets                  5.05%     5.19%       5.46%        5.30%      5.49%      4.15%      4.27%     4.40%    4.37%+
Portfolio turnover                 20.63%    33.99%      24.91%       24.86%     72.68%     20.63%     33.99%    24.91%   24.86%++
Net Assets, End of Period
(000s omitted)                    $97,481   $98,767    $104,184     $111,374   $136,394     $2,279     $4,826    $1,215    $446
- ------------
See footnotes on page 57.

</TABLE>

                                                                              51
<PAGE>

================================================================================
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

COLORADO SERIES                                         CLASS A                                            CLASS D
                                  ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                               YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                  ---------------------------------------------------      -------------------------
                                   1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                  -----       -----       -----      -----       -----      -----     -----      -----   ------
<S>                               <C>         <C>        <C>         <C>         <C>        <C>       <C>       <C>       <C> 
PER SHARE OPERATING 
PERFORMANCE:
Net Asset Value,
Beginning of Period               $7.27      $7.30      $7.09       $7.76       $7.34      $7.27     $7.29      $7.09     $7.72
                                  -----      -----      -----       -----       -----       -----     -----     -----     -----
Net investment income              0.37       0.37       0.38        0.37        0.39       0.30      0.31       0.30      0.20
Net realized and unrealized
investment gain (loss)             0.15      (0.03)      0.21       (0.59)       0.49       0.15     (0.02)      0.20     (0.63)
                                  -----      -----      -----       -----       -----      -----     -----      -----     -----
Increase (Decrease) 
from Investment
Operations                         0.52       0.34       0.59       (0.22)       0.88       0.45      0.29       0.50     (0.43)
Dividends paid or declared        (0.37)     (0.37)     (0.38)      (0.37)      (0.39)     (0.30)    (0.31)     (0.30)    (0.20)
Distributions from
net gain realized                   --          --         --       (0.08)      (0.07)        --        --         --        --
                                  -----      -----      -----       -----       -----      -----     -----      -----     -----
Net Increase (Decrease)
in Net Asset Value                 0.15      (0.03)       0.21      (0.67)       0.42       0.15     (0.02)      0.20     (0.63)
                                  -----      -----       -----      -----       -----      -----     -----      -----     -----
Net Asset Value, End of Period    $7.42      $7.27       $7.30      $7.09       $7.76      $7.42     $7.27      $7.29     $7.09
                                  =====      =====       =====      =====       =====      =====     =====      =====     =====
TOTAL RETURN BASED
ON NET ASSET VALUE:                7.30%      4.76%      8.56%      (2.92)%     12.54%      6.34%     3.95%      7.26%    (5.73)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets     0.90%      0.85%      0.93%       0.86%       0.90%      1.81%     1.75%      2.02%     1.78%+
Net investment income
to average net assets              5.01%      5.07%      5.31%       5.06%       5.21%      4.10%     4.17%      4.23%     4.05%+
Portfolio turnover                 3.99%     12.39%     14.70%      10.07%      14.09%      3.99%    12.39%     14.70%    10.07%++
Net Assets, End of Period
(000s omitted)                   $49,780    $52,295    $54,858     $58,197     $67,912       $238      $255       $193       $96
</TABLE>


<TABLE>
<CAPTION>

GEORGIA SERIES                                           CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                <C>        <C>        <C>         <C>         <C>        <C>       <C>        <C>      <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning 
of Period                          $7.87      $7.81      $7.48       $8.43       $7.85      $7.88     $7.82      $7.49    $8.33
                                   -----      -----      -----       -----       -----      -----     -----      -----    -----
Net investment income               0.38       0.39       0.39        0.41        0.43       0.31      0.32       0.32     0.22
Net realized and unrealized
investment gain (loss)              0.28       0.11       0.43       (0.86)       0.62       0.28      0.11       0.43    (0.84)
                                   -----      -----      -----       -----       -----      -----     -----      -----    -----
Increase (Decrease) from 
Investment Operations               0.66       0.50       0.82       (0.45)       1.05       0.59      0.43       0.75    (0.62)
Dividends paid or declared         (0.38)     (0.39)     (0.39)      (0.41)      (0.43)     (0.31)    (0.32)     (0.32)   (0.22)
Distributions from net gain 
realized                           (0.03)     (0.05)     (0.10)      (0.09)      (0.04)     (0.03)    (0.05)     (0.10)      --
                                   -----      -----      -----       -----       -----      -----     -----      -----    -----
Net Increase (Decrease) in 
Net Asset Value                     0.25       0.06       0.33       (0.95)       0.58       0.25      0.06       0.33    (0.84)
                                   -----      -----      -----       -----       -----      -----     -----      -----    -----
Net Asset Value, End of Period     $8.12      $7.87      $7.81       $7.48       $8.43      $8.13     $7.88      $7.82    $7.49
                                   =====      =====      =====       =====       =====      =====     =====      =====    =====
TOTAL RETURN BASED
ON NET ASSET VALUE:                 8.65%      6.56%     11.66%      (5.52)%     13.96%      7.67%     5.60%     10.58%   (7.57)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets      0.89%      0.83%      0.91%       0.73%       0.63%      1.79%     1.73%      1.90%    1.76%+
Net investment income to average
net assets                          4.82%      4.94%      5.26%       5.21%       5.34%      3.92%     4.03%      4.28%    4.28%+
Portfolio turnover                 12.28%     16.24%      3.36%      19.34%      12.45%     12.28%    16.24%      3.36%   19.34%++
Net Assets, End of Period
(000s omitted)                    $50,614    $50,995    $57,678     $61,466     $64,650     $2,640    $2,327     $2,079     $849
Without management fee waiver:*
  Net investment income per 
   share                                                 $0.39       $0.40       $0.40                           $0.31    $0.21
  Ratios:
  Expenses to average net assets                          0.96%       0.93%       0.93%                           1.95%    1.90%+
  Net investment income to 
  average net assets                                      5.21%       5.01%       5.04%                           4.23%    4.15%+

- ------------
See footnotes on page 57.

</TABLE>

52
<PAGE>

================================================================================
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
LOUISIANA SERIES                                         CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------       
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                <C>        <C>         <C>        <C>         <C>        <C>       <C>        <C>      <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of 
Period                             $8.16      $8.14       $7.94      $8.79       $8.38      $8.16     $8.14      $7.94    $8.73
                                   -----     -----        -----     -----       -----       -----     -----      -----    -----
Net investment income               0.41       0.42        0.43       0.44        0.46       0.34      0.35       0.35     0.24
Net realized and unrealized
investment gain (loss)              0.23       0.08        0.34      (0.77)       0.51       0.22      0.08       0.34    (0.79)
                                   -----     -----        -----      -----       -----      -----     -----      -----    -----
Increase (Decrease) from 
Investment Operations               0.64       0.50        0.77      (0.33)       0.97       0.56      0.43       0.69    (0.55)
Dividends paid or declared         (0.41)     (0.42)      (0.43)     (0.44)      (0.46)     (0.34)    (0.35)     (0.35)   (0.24)
Distributions from net gain 
realized                           (0.11)     (0.06)      (0.14)     (0.08)      (0.10)     (0.11)    (0.06)     (0.14)      --
                                    -----     -----        -----     -----       -----      -----     -----      -----    -----
Net Increase (Decrease) in 
Net Asset Value                     0.12       0.02        0.20      (0.85)       0.41       0.11      0.02       0.20    (0.79)
                                   -----     -----        -----     -----       -----       -----     -----      -----    -----
Net Asset Value, End of Period     $8.28      $8.16       $8.14      $7.94       $8.79      $8.27     $8.16      $8.14    $7.94
                                   =====     =====        =====      =====       =====      =====     =====      =====    =====
TOTAL RETURN BASED
ON NET ASSET VALUE:                 8.17%      6.32%      10.30%    (3.83)%      12.10%      7.07%     5.37%      9.17%   (6.45)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets      0.86%      0.82%       0.89%      0.87%       0.87%      1.76%     1.72%      1.91%    1.78%+
Net investment income to 
average net assets                  5.08%      5.15%       5.44%      5.31%       5.40%      4.18%     4.25%      4.41%    4.33%+
Portfolio turnover                 16.08%     10.08%       4.82%     17.16%       9.21%     16.08%    10.08%      4.82%   17.16%++
Net Assets, End of Period
(000s omitted)                    $56,199    $57,264     $61,988    $61,441     $67,529       $509      $389       $465     $704
</TABLE>

<TABLE>
<CAPTION>
MARYLAND SERIES                                          CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of 
Period                             $7.99      $7.96      $7.71       $8.64      $8.15      $7.99      $7.97      $7.72    $8.46
                                   -----      -----      -----       -----      -----      -----      -----      -----    -----
Net investment income               0.40       0.40       0.41        0.42       0.44       0.33       0.33       0.33     0.23
Net realized and unrealized
investment gain (loss)              0.19       0.06       0.38       (0.76)      0.59       0.20       0.05       0.38    (0.74)
                                   -----      -----      -----       -----      -----      -----      -----      -----    -----
Increase (Decrease) from 
Investment Operations               0.59       0.46       0.79       (0.34)      1.03       0.53       0.38       0.71    (0.51)
Dividends paid or declared         (0.40)     (0.40)     (0.41)      (0.42)     (0.44)     (0.33)     (0.33)     (0.33)   (0.23)
Distributions from net gain 
realized                           (0.04)     (0.03)     (0.13)      (0.17)     (0.10)     (0.04)     (0.03)     (0.13)      --
                                   -----      -----      -----       -----      -----      -----      -----      -----    -----
Net Increase (Decrease) in 
Net Asset Value                     0.15       0.03       0.25       (0.93)      0.49       0.16       0.02       0.25    (0.74)
                                   -----      -----      -----       -----      -----      -----      -----      -----    -----
Net Asset Value, End of 
Period                             $8.14      $7.99      $7.96       $7.71      $8.64      $8.15      $7.99      $7.97    $7.72
                                   =====      =====      =====       =====      =====      =====      =====      =====    =====
TOTAL RETURN BASED
ON NET ASSET VALUE:                 7.64%      6.00%     10.90%     (4.08)%     13.23%      6.80%      4.91%      9.75%  (6.21)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets      0.90%      0.84%      0.96%       0.92%      0.97%      1.81%      1.72%      2.02%    1.80%+
Net investment income to 
average net assets                  4.99%      5.05%      5.31%       5.17%      5.28%      4.08%      4.14%      4.27%    4.26%+
Portfolio turnover                 14.79%      5.56%      3.63%      17.68%     14.10%     14.79%      5.56%      3.63%   17.68%++
Net Assets, End of Period
(000s omitted)                    $52,549    $54,041    $56,290     $57,263    $64,472     $2,063     $2,047       $630     $424

</TABLE>

- ------------
See footnotes on page 57.


                                                                             53
<PAGE>

================================================================================
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

MASSACHUSETTS SERIES                                      CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                <C>       <C>         <C>         <C>         <C>        <C>       <C>        <C>       <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of 
Period                             $7.85     $7.91       $7.66       $8.54       $8.06      $7.84     $7.90      $7.66     $8.33
                                   -----     -----       -----       -----       -----      -----     -----      -----     -----
Net investment income               0.40      0.41        0.42        0.44        0.47       0.33      0.34       0.34      0.24
Net realized and unrealized                                                                         
investment gain (loss)              0.22      0.05        0.28       (0.67)       0.55       0.23      0.05       0.27     (0.67)
                                   -----     -----       -----       -----       -----      -----     -----      -----     -----
Increase (Decrease) from                                                                            
Investment Operations               0.62      0.46        0.70       (0.23)       1.02       0.56      0.39       0.61     (0.43)
Dividends paid or declared         (0.40)    (0.41)      (0.42)      (0.44)      (0.47)     (0.33)    (0.34)     (0.34)    (0.24)
Distributions from net gain                                                                         
realized                           (0.08)    (0.11)      (0.03)      (0.21)      (0.07)     (0.08)    (0.11)     (0.03)       --
                                   -----     -----       -----       -----       -----      -----     -----      -----     -----
Net Increase (Decrease) in                                                                          
Net Asset Value                     0.14     (0.06)       0.25       (0.88)       0.48       0.15     (0.06)      0.24     (0.67)
                                   -----     -----       -----       -----       -----      -----     -----      -----     -----
Net Asset Value, End of Period     $7.99     $7.85       $7.91       $7.66       $8.54      $7.99     $7.84      $7.90     $7.66
                                   =====     =====       =====       =====       =====      =====     =====      =====     =====
TOTAL RETURN BASED                                                                                  
ON NET ASSET VALUE:                8.11%     5.97%       9.58%     (2.94)%      13.18%      7.29%     5.01%      8.33%   (5.34)%
                                                                                                    
RATIOS/SUPPLEMENTAL DATA:                                                                           
Expenses to average net assets      0.84%     0.80%       0.86%       0.85%       0.88%      1.74%     1.70%      1.95%     1.78%+
Net investment income to                                                                            
average net assets                  5.06%     5.24%       5.51%       5.46%       5.65%      4.16%     4.32%      4.47%     4.52%+
Portfolio turnover                 29.26%    26.30%      16.68%      12.44%      20.66%     29.26%    26.30%     16.68%    12.44%++
Net Assets, End of Period                                                                           
(000s omitted)                   $110,011  $109,872    $115,711    $120,149    $139,504     $1,245    $1,405       $809    $1,099
</TABLE>

                                                            
<TABLE>
<CAPTION>

MICHIGAN SERIES                                          CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                <C>        <C>        <C>        <C>          <C>        <C>       <C>        <C>      <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of 
Period                             $8.46      $8.54      $8.28      $9.08        $8.68      $8.45     $8.54      $8.28    $9.01
                                   -----      -----      -----      -----        -----      -----     -----      -----    -----
Net investment income               0.43       0.45       0.46       0.46         0.47       0.36      0.37       0.37     0.25
Net realized and unrealized
investment gain (loss)              0.23       0.06       0.30      (0.71)        0.59       0.23      0.05       0.30    (0.73)
                                   -----      -----      -----      -----        -----      -----     -----      -----    -----
Increase (Decrease) from 
Investment Operations               0.66       0.51       0.76      (0.25)        1.06       0.59      0.42       0.67    (0.48)
Dividends paid or declared         (0.43)     (0.45)     (0.46)     (0.46)       (0.47)     (0.36)    (0.37)     (0.37)   (0.25)
Distributions from net gain 
realized                           (0.09)     (0.14)     (0.04)     (0.09)       (0.19)     (0.09)    (0.14)     (0.04)      --
                                   -----      -----      -----      -----        -----      -----     -----      -----    -----
Net Increase (Decrease) in
Net Asset Value                     0.14      (0.08)      0.26      (0.80)        0.40       0.14     (0.09)      0.26    (0.73)
                                   -----      -----      -----      -----        -----      -----     -----      -----    -----
Net Asset Value, End of Period     $8.60      $8.46      $8.54      $8.28        $9.08      $8.59     $8.45      $8.54    $8.28
                                   =====      =====      =====      =====        =====      =====     =====      =====    =====
TOTAL RETURN BASED
ON NET ASSET VALUE:                 8.16%      6.16%      9.56%    (2.90)%       12.97%      7.19%     5.09%      8.36%  (5.47)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets      0.81%      0.78%      0.87%      0.84%        0.83%      1.71%     1.68%      2.01%    1.75%+
Net investment income to 
average net assets                  5.13%      5.29%      5.50%      5.32%        5.41%      4.23%     4.39%      4.40%    4.40%+
Portfolio turnover                 10.98%     19.62%     20.48%     10.06%        6.33%     10.98%    19.62%     20.48%   10.06%++
Net Assets, End of Period
(000s omitted)                   $143,370   $148,178   $151,589   $151,095     $164,638     $1,845    $1,486     $1,172     $671
</TABLE>

- ------------
See footnotes on page 57.

54

<PAGE>

================================================================================
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

MINNESOTA SERIES                                         CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                <C>        <C>         <C>        <C>         <C>        <C>       <C>        <C>       <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of 
Period                             $7.68      $7.82       $7.72      $8.28       $7.89      $7.68     $7.82      $7.73     $8.22
                                   -----      -----       -----      -----       -----      -----     -----      -----     -----

Net investment income              0.40       0.42        0.45       0.45        0.47       0.33      0.35       0.38       0.25
Net realized and unrealized
investment gain (loss)             0.11      (0.12)       0.11      (0.44)       0.51       0.11     (0.12)      0.10      (0.49)
                                  -----      -----       -----      -----       -----      -----     -----      -----     -----
Increase (Decrease) from 
Investment Operations              0.51       0.30        0.56       0.01        0.98       0.44      0.23       0.48      (0.24)
Dividends paid or declared        (0.40)     (0.42)      (0.45)     (0.45)      (0.47)     (0.33)    (0.35)     (0.38)     (0.25)
Distributions from net gain  
realized                             --      (0.02)      (0.01)     (0.12)      (0.12)        --     (0.02)     (0.01)       --
                                  -----      -----       -----      -----       -----      -----     -----      -----     -----
Net Increase (Decrease) in 
Net Asset Value                    0.11      (0.14)       0.10      (0.56)       0.39       0.11     (0.14)      0.09      (0.49)
                                  -----      -----       -----      -----       -----      -----     -----      -----      -----
Net Asset Value, End of Period    $7.79      $7.68       $7.82      $7.72       $8.28      $7.79     $7.68      $7.82      $7.73
                                  =====      =====       =====      =====       =====      =====     =====      =====      =====
TOTAL RETURN BASED
ON NET ASSET VALUE:                6.85%      3.99%       7.61%      0.12%      13.06%      5.89%     3.06%      6.45%     (3.08)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets     0.85%      0.81%       0.87%      0.85%       0.90%      1.75%     1.71%      1.85%      1.74%+
Net investment income to 
average net assets                 5.21%      5.47%       5.89%      5.70%       5.89%      4.31%     4.57%      4.92%      4.68%+
Portfolio turnover                 6.88%     26.89%       5.57%      3.30%       5.73%      6.88%    26.89%      5.57%      3.30%++
Net Assets, End of Period
(000s omitted)                  $121,674   $126,173    $132,716   $134,990    $144,600     $1,799    $2,036     $2,237     $1,649
</TABLE>

<TABLE>
<CAPTION>

MISSOURI SERIES                                          CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                 <C>       <C>         <C>        <C>       <C>         <C>       <C>       <C>       <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of 
Period                              $7.71     $7.70       $7.41      $8.31     $7.80       $7.72     $7.70     $7.41     $8.20
                                    -----     -----       -----      -----     -----       -----     -----     -----     -----
Net investment income                0.38      0.39        0.40       0.40      0.42        0.31      0.32      0.32      0.22
Net realized and unrealized
investment gain (loss)               0.19      0.08        0.36      (0.79)     0.57        0.18      0.09      0.36     (0.79)
                                    -----     -----       -----      -----     -----       -----     -----     -----     -----
Increase (Decrease) from 
Investment Operations               0.57       0.47       0.76       (0.39)     0.99        0.49      0.41       0.68    (0.57)
Dividends paid or declared         (0.38)     (0.39)     (0.40)      (0.40)    (0.42)      (0.31)    (0.32)     (0.32)   (0.22)
Distributions from net gain 
realized                           (0.08)     (0.07)     (0.07)      (0.11)    (0.06)      (0.08)    (0.07)     (0.07)      --
                                   -----      -----      -----       -----     -----       -----     -----      -----    -----
Net Increase (Decrease) in 
Net Asset Value                     0.11       0.01       0.29       (0.90)      0.51       0.10      0.02       0.29    (0.79)
                                   -----      -----      -----       -----      -----      -----     -----      -----    -----
Net Asset Value, End of Period     $7.82      $7.71      $7.70       $7.41      $8.31      $7.82     $7.72      $7.70    $7.41
                                   =====      =====      =====       =====      =====      =====     =====      =====    =====
TOTAL RETURN BASED
ON NET ASSET VALUE:                 7.70%      6.27%     10.67%     (4.85)%     13.17%      6.60%     5.46%      9.49%   (7.16)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets      0.89%      0.86%      0.88%       0.74%      0.71%      1.80%     1.76%      1.98%    1.70%+
Net investment income to 
average net assets                  4.93%      5.03%      5.31%       5.18%      5.29%      4.02%     4.13%      4.23%    4.27%+
Portfolio turnover                  6.47%      8.04%      3.88%      14.33%     17.03%      6.47%     8.04%      3.88%   14.33%++
Net Assets, End of Period
(000s omitted)                    $52,766    $49,941    $51,169     $52,621    $56,861       $474      $565       $515     $350
Without management fee waiver:*
  Net investment income per share                        $0.39       $0.39      $0.41                           $0.32    $0.22
  Ratios:
  Expenses to average net assets                         0.93%       0.88%      0.91%                           2.03%    1.80%+
  Net investment income to 
  average net assets                                     5.26%       5.04%      5.09%                           4.18%    4.17%+
</TABLE>

- ------------
See footnotes on page 57.

                                                                              55
<PAGE>

================================================================================
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

NEWYORK SERIES                                           CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                <C>        <C>         <C>        <C>         <C>        <C>       <C>        <C>      <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of 
Period                             $7.98      $7.86       $7.67      $8.75       $8.13      $7.98     $7.87      $7.67    $8.55
                                   -----      -----       -----      -----       -----      -----     -----      -----    -----
Net investment income               0.41       0.42        0.42       0.43        0.45       0.34      0.34       0.34     0.23
Net realized and unrealized                                       
investment gain (loss)              0.32       0.12        0.36      (0.88)       0.74       0.33      0.11       0.37    (0.88)
                                   -----      -----       -----      -----       -----      -----     -----      -----    -----
Increase (Decrease) from                                          
Investment Operations               0.73       0.54        0.78      (0.45)       1.19       0.67      0.45       0.71    (0.65)
Dividends paid or declared         (0.41)     (0.42)      (0.42)     (0.43)      (0.45)     (0.34)    (0.34)     (0.34)   (0.23)
Distributions from net gain                                       
realized                           (0.02)        --       (0.17)     (0.20)      (0.12)     (0.02)       --      (0.17)      --
                                   -----      -----       -----      -----       -----      -----     -----      -----    -----
Net Increase (Decrease) in                                        
Net Asset Value                     0.30       0.12        0.19      (1.08)       0.62       0.31      0.11       0.20    (0.88)
                                   -----      -----       -----      -----       -----      -----     -----      -----    -----
Net Asset Value, End of                                           
Period                             $8.28      $7.98       $7.86      $7.67       $8.75      $8.29     $7.98      $7.87    $7.67
                                   =====      =====       =====      =====       =====      =====     =====      =====    =====
TOTAL RETURN BASED                                                
ON NET ASSET VALUE:                 9.45%      6.97%      10.93%    (5.37)%      15.26%      8.60%     5.86%      9.87%  (7.73)%
                                                                  
RATIOS/SUPPLEMENTAL DATA:                                         
Expenses to average net assets      0.82%      0.77%       0.88%      0.87%       0.94%      1.73%     1.68%      1.96%    1.81%+
Net investment income to                                          
average net assets                  5.09%      5.24%       5.52%      5.31%       5.37%      4.18%     4.33%      4.42%    4.39%+
Portfolio turnover                 23.83%     25.88%      34.05%     28.19%      27.90%     23.83%    25.88%     34.05%   28.19%++
Net Assets, End of Period                                         
(000s omitted)                    $83,528    $82,719     $83,980    $90,914    $104,685     $1,572    $1,152       $885     $476
</TABLE>
          
<TABLE>
<CAPTION>
OHIO SERIES                                             CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                <C>        <C>         <C>        <C>         <C>        <C>        <C>       <C>      <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of 
Period                             $8.09      $8.11       $7.90      $8.77       $8.28      $8.13      $8.15     $7.92    $8.61
                                   -----      -----       -----      -----       -----      -----      -----     -----    -----
Net investment income               0.42       0.43        0.44       0.44        0.46       0.35      0.36       0.36     0.24
Net realized and unrealized                                                    
investment gain (loss)              0.17       0.02        0.28      (0.70)       0.56       0.17      0.02       0.30    (0.69)
                                   -----      -----       -----      -----       -----      -----      -----     -----    -----
Increase (Decrease) from                                                       
Investment Operations               0.59       0.45        0.72      (0.26)       1.02       0.52      0.38       0.66    (0.45)
Dividends paid or declared         (0.42)     (0.43)      (0.44)     (0.44)      (0.46)     (0.35)    (0.36)     (0.36)   (0.24)
Distributions from net gain                                                    
realized                           (0.07)     (0.04)      (0.07)     (0.17)      (0.07)     (0.07)    (0.04)     (0.07)      --
                                   -----      -----       -----      -----       -----      -----      -----     -----    -----
Net Increase (Decrease) in                                                     
Net Asset Value                     0.10      (0.02)       0.21      (0.87)       0.49       0.10     (0.02)      0.23    (0.69)
                                   -----      -----       -----      -----       -----      -----      -----     -----    -----
Net Asset Value, End of                                                        
Period                             $8.19      $8.09       $8.11      $7.90       $8.77      $8.23     $8.13      $8.15    $7.92
                                   =====      =====       =====      =====       =====      =====     =====      =====    =====
TOTAL RETURN BASED                                                             
ON NET ASSET VALUE:                 7.54%      5.68%       9.59%    (3.08)%      12.81%      6.57%     4.74%      8.67%  (5.36)%
                                                                               
RATIOS/SUPPLEMENTAL DATA:                                                      
Expenses to average net assets      0.81%      0.77%       0.84%      0.84%       0.85%      1.71%     1.67%      1.93%    1.78%+
Net investment income to                                                       
average net assets                  5.19%      5.32%       5.56%      5.34%       5.44%      4.29%     4.42%      4.48%    4.41%+
Portfolio turnover                 11.76%     12.90%       2.96%      9.37%      30.68%     11.76%    12.90%      2.96%    9.37%++
Net Assets, End of Period                                                      
(000s omitted)                   $154,419   $162,243    $170,191   $171,469    $190,083     $1,160    $1,011       $660     $324
</TABLE>
                                   
- ------------
See footnotes on page 57.

56

<PAGE>

================================================================================
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

OREGON SERIES                                            CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                 <C>        <C>       <C>         <C>         <C>        <C>       <C>        <C>       <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of
Period                              $7.65      $7.66     $7.43       $8.08       $7.60      $7.64     $7.65      $7.43     $8.02
                                    -----      -----     -----       -----       -----      -----     -----      -----     -----
Net investment income                0.38       0.40      0.40        0.40        0.42       0.31      0.33       0.33      0.22
Net realized and unrealized
investment gain (loss)              0.26         --       0.25       (0.59)       0.48       0.27        --       0.24     (0.59)
                                    -----      -----     -----       -----       -----      -----     -----      -----     -----
Increase (Decrease) from 
Investment Operations               0.64       0.40       0.65       (0.19)       0.90       0.58      0.33       0.57     (0.37)
Dividends paid or declared         (0.38)     (0.40)     (0.40)      (0.40)      (0.42)     (0.31)    (0.33)     (0.33)    (0.22)
Distributions from net gain 
realized                           (0.04)     (0.01)     (0.02)      (0.06)         --      (0.04)    (0.01)     (0.02)       --
                                    -----      -----     -----       -----       -----      -----     -----      -----     -----
Net Increase (Decrease) in 
Net Asset Value                     0.22      (0.01)      0.23       (0.65)       0.48       0.23     (0.01)      0.22     (0.59)
                                   -----      -----      -----       -----       -----      -----     -----      -----     -----
Net Asset Value, End of Period     $7.87      $7.65      $7.66       $7.43       $8.08      $7.87     $7.64      $7.65     $7.43
                                   =====      =====      =====       =====       =====      =====     =====      =====     =====
TOTAL RETURN BASED
ON NET ASSET VALUE:                8.60%      5.27%      9.05%     (2.38)%       12.21%      7.77%     4.33%      7.86%   (4.76)%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average net assets     0.90%      0.86%      0.86%       0.78%        0.78%     1.80%     1.76%      1.83%     1.72%+
Net investment income to 
average net assets                 4.88%      5.18%      5.40%       5.20%        5.35%     3.98%     4.28%      4.41%     4.32%+
Portfolio turnover                19.46%     28.65%      2.47%       9.43%        8.08%    19.46%    28.65%      2.47%     9.43%++
Net Assets, End of Period 
(000s omitted)                   $55,239    $57,345    $59,549     $59,884      $62,095    $1,678    $1,540     $1,495      $843
Without management fee waiver:*
  Net investment income per share                        $0.40       $0.39        $0.41                          $0.33     $0.22
  Ratios:
  Expenses to average net assets                         0.91%       0.89%        0.93%                          1.88%     1.82%+
  Net investment income to aver
  net assets                                             5.35%       5.09%        5.20%                          4.36%     4.22%+
</TABLE>

<TABLE>
<CAPTION>

SOUTH CAROLINA SERIES                                    CLASS A                                           CLASS D
                                   ---------------------------------------------------       -----------------------------------
                                                                                                  YEAR ENDED             2/1/94**
                                                YEAR ENDED SEPTEMBER 30,                          SEPTEMBER 30,            TO
                                   ---------------------------------------------------      -------------------------
                                    1997      1996        1995       1994        1993       1997      1996       1995    9/30/94
                                    -----     -----       -----      -----       -----      -----     -----      -----   -------
<S>                                <C>        <C>         <C>        <C>         <C>        <C>       <C>        <C>      <C>  
PER SHARE OPERATING PERFORMANCE:
Net Asset Value, Beginning of 
Period                             $8.07      $7.97       $7.61      $8.52       $8.00      $8.06     $7.97      $7.61    $8.42
                                   -----      -----       -----      -----       -----      -----     -----      -----    -----
Net investment income               0.40       0.41        0.41       0.41        0.43       0.33      0.34       0.34     0.22
Net realized and unrealized                                        
investment gain (loss)              0.22       0.12        0.37      (0.79)       0.54       0.23      0.11       0.37    (0.81)
                                   -----      -----       -----      -----       -----      -----     -----      -----    -----
Increase (Decrease) from                                           
Investment Operations               0.62       0.53        0.78      (0.38)       0.97       0.56      0.45       0.71    (0.59)
Dividends paid or declared         (0.40)     (0.41)      (0.41)     (0.41)      (0.43)     (0.33)    (0.34)     (0.34)   (0.22)
Distributions from net gain                                        
realized                           (0.13)     (0.02)      (0.01)     (0.12)      (0.02)     (0.13)    (0.02)     (0.01)      --
                                   -----      -----       -----      -----       -----      -----     -----      -----    -----
Net Increase (Decrease) in                                         
Net Asset Value                     0.09       0.10        0.36      (0.91)       0.52       0.10      0.09       0.36    (0.81)
                                   -----      -----       -----      -----       -----      -----     -----      -----    -----
Net Asset Value, End of                                            
Period                             $8.16      $8.07       $7.97      $7.61       $8.52      $8.16     $8.06      $7.97    $7.61
                                   =====      =====       =====      =====       =====      =====     =====      =====    =====
TOTAL RETURN BASED                                                 
ON NET ASSET VALUE:                7.99%      6.82%      10.69%    (4.61)%      12.52%      7.15%     5.73%      9.63%  (7.14)%
                                                                   
RATIOS/SUPPLEMENTAL DATA:                                          
Expenses to average net assets      0.84%      0.80%       0.88%      0.83%       0.85%      1.75%     1.70%      1.85%    1.74%+
Net investment income to                                           
average net assets                  5.04%      5.15%       5.38%      5.12%       5.19%      4.13%     4.25%      4.40%    4.29%+
Portfolio turnover                    --      20.66%       4.13%      1.81%      17.69%        --     20.66%      4.13%    1.81%++
Net Assets, End of Period                                          
(000s omitted)                   $101,018   $108,163    $112,421    115,133    $120,589     $3,663    $2,714     $1,704   $1,478
</TABLE>
                                                                   
- -------------------
 * During the periods stated, the Manager, at its discretion, waived portions 
   of its fees for the Georgia, Missouri, and 
   Oregon Series.
** Commencement of offering of Class D shares.
 + Annualized.
++ For the year ended September 30, 1994.
See Notes to Financial Statements.

                                                                              57
<PAGE>

================================================================================
Report of Independent Auditors

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

THE BOARD OF DIRECTORS AND SHAREHOLDERS,
SELIGMAN MUNICIPAL 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 Municipal Fund Series, Inc. as of
September 30, 1997, 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, 1997 by correspondence with the Fund's custodian. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of each Series of
Seligman Municipal Fund Series, Inc. as of September 30, 1997, 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
New York, New York
October 31, 1997

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

58

<PAGE>




                                                                File No. 2-86008

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, 1997.
         Financial Highlights for Class D shares for the period February 1, 1994
         (commencement of operations) to September 30, 1997.

Part B - Required Financial  Statements for each series of the Fund are included
         in the Fund's Annual Report to shareholders,  dated September 30, 1997,
         which is  incorporated  by  reference in the  Statement  of  Additional
         Information.  These Financial Statements are: Portfolios of Investments
         as of September 30, 1997;  Statements of Assets and  Liabilities  as of
         September  30,  1997;  Statements  of  Operations  for the  year  ended
         September  30, 1997;  Statements of Changes in Net Assets for the years
         ended  September 30, 1997 and  September  30, 1996;  Notes to Financial
         Statements; Financial Highlights for the five years ended September 30,
         1997 for the Fund's Class A shares and for the period  February 1, 1994
         (commencement of operations) to September 30, 1997 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.
   
(1)      Amended  and  Restated   Articles  of   Incorporation   of  Registrant.
         (Incorporated by reference to Registrant's Post-Effective Amendment No.
         30 filed on January 29, 1997.)

(2)      Amended  and  Restated  By-Laws  of the  Registrant.  (Incorporated  by
         reference  to  Registrant's  Post-Effective  Amendment  No. 30 filed on
         January 29, 1997.)

(3)      Not applicable.

(4)      Copy of Specimen certificate of Capital Stock for Class D Shares.

(5)      Management  Agreement between the Registrant and J. & W. Seligman & Co.
         Incorporated. (Incorporated by reference to Registrant's Post-Effective
         Amendment No. 30 filed on January 29, 1997.)

(6)      Distributing   Agreement  between  Registrant  and  Seligman  Financial
         Services,    Inc.    (Incorporated   by   reference   to   Registrant's
         Post-Effective Amendment No. 30 filed on January 29, 1997.)

(6a)     Sales Agreement between Dealers and Seligman Financial  Services,  Inc.
         (Incorporated by reference to Registrant's Post-Effective Amendment No.
         30 filed on January 29, 1997.)

(7)      Matched  Accumulation  Plan  of J. & W.  Seligman  & Co.  Incorporated.
         (Incorporated by reference to Registrant's Post-Effective Amendment No.
         30 filed on January 29, 1997.)

(7a)     Deferred  Compensation  Plan for Directors of Seligman  Group of Funds.
         (Incorporated by reference to Registrant's Post-Effective Amendment No.
         30 filed on January 29, 1997.)

(8)      Custodian  Agreement between  Registrant and Investors  Fiduciary Trust
         Company.  (Incorporated  by  reference to  Registrant's  Post-Effective
         Amendment No. 30 filed on January 29, 1997.)

(9)      Not applicable.

(10)     Opinion  and  Consent  of  Counsel.   (Incorporated   by  reference  to
         Registrant's  Post-Effective  Amendment  No.  30 filed on  January  29,
         1997.)
    

(11)     Consent of Independent Auditors.*

(11a)    Opinion and Consent of Colorado Counsel.*

(11b)    Opinion and Consent of Georgia Counsel.*

<PAGE>

                                                                File No. 2-86008

PART C.  OTHER INFORMATION (continued)
         -----------------

(11c)    Opinion and Consent of Louisiana Counsel.*

(11d)    Opinion and Consent of Maryland Counsel.*

(11e)    Opinion and Consent of Massachusetts Counsel.*

(11f)    Opinion and Consent of Michigan Counsel.*

(11g)    Opinion and Consent of Minnesota Counsel.*

(11h)    Opinion and Consent of Missouri Counsel.*

(11i)    Opinion and Consent of New York Counsel.*

(11j)    Opinion and Consent of Ohio Counsel.*

(11k)    Opinion and Consent of Oregon Counsel.*

(11l)    Opinion and Consent of South Carolina Counsel.*

(12)     Not applicable.

   
(13)     Purchase   Agreement   for   Initial   Capital   for  Class  D  shares.
         (Incorporated by reference to Registrant's Post-Effective Amendment No.
         30 filed on January 29, 1997.)

(14)     The Seligman IRA Plan Agreement.
         (Incorporated by reference to Exhibit 14 of Registration  Statement No.
         333-20621, Pre-Effective Amendment No. 2, filed on April 17, 1997.)

(14a)    The Seligman Simple IRA Plan Set-Up Kit.
         (Incorporated by reference to Exhibit 14 of Registration  Statement No.
         333-20621, Pre-Effective Amendment No. 2, filed on April 17, 1997.)

(14b)    The Seligman Simple IRA Plan Agreement.
         (Incorporated by reference to Exhibit 14 of Registration  Statement No.
         333-20621, Pre-Effective Amendment No. 2, filed on April 17, 1997.)

(15)     Amended Administration,  Shareholder Services and Distribution Plan and
         form of  Agreement  of the  Registrant.  (Incorporated  by reference to
         Registrant's  Post-Effective  Amendment  No.  30 filed on  January  29,
         1997.)

(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.  (Incorporated  by  reference  to
         Registrant's  Post-Effective  Amendment  No.  30 filed on  January  29,
         1997.)

(17)     Financial Data Schedules 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.  (Incorporated  by
         reference  to  Registrant's  Post-Effective  Amendment  No. 30 filed on
         January 29, 1997.)


Other Exhibits:  Powers of Attorney

ITEM 25.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT - None.
    

<PAGE>
                                                                File No. 2-86008

PART C.  OTHER INFORMATION (continued)
         -----------------

   
ITEM 26. NUMBER OF HOLDERS OF SECURITIES - As of January 2, 1998,  the number of
         record  holders  of each  Series'  Class A and  Class D  shares  of the
         Registrant was as follows:

                                                Class A              Class D
                  Title of Series           Record Holders       Record Holders
                  ---------------           --------------       --------------

          National Municipal Series             2,160                 52
          Colorado Municipal Series             1,334                  8
          Georgia Municipal Series              1,055                 66
          Louisiana Municipal Series              897                 10
          Maryland Municipal Series             1,377                 58
          Massachusetts Municipal Series        2,377                 32
          Michigan Municipal Series             3,404                 60
          Minnesota Municipal Series            3,750                 55
          Missouri Municipal Series             1,345                 23
          New York Municipal Series             1,536                 31
          Ohio Municipal Series                 3,654                 39
          Oregon Municipal Series               1,523                 59
          South Carolina Municipal Series       2,095                 73
    

ITEM 27. INDEMNIFICATION

   
             Reference  is  made  to the  provisions  of  Articles  Twelfth  and
             Thirteenth  of  Registrant's   Amended  and  Restated  Articles  of
             Incorporation   filed  as  Exhibit   24(b)(1)  and  Article  IV  of
             Registrant's Amended and Restated By-Laws filed as Exhibit 24(b)(2)
             to Registrant's Post-Effective Amendment No. 30 to the Registration
             Statement.
    

             Insofar  as  indemnification  for  liabilities  arising  under  the
             Securities Act of 1933 may be permitted to directors,  officers and
             controlling  persons of the  registrant  pursuant to the  foregoing
             provisions,  or otherwise,  the  registrant has been advised by the
             Securities and Exchange Commission such  indemnification is against
             public   policy  as  expressed   in  the  Act  as  is,   therefore,
             unenforceable.  In the  event  that  a  claim  for  indemnification
             against such liabilities  (other than the payment by the registrant
             of expenses incurred or paid by a director,  officer or controlling
             person of the registrant in the  successful  defense of any action,
             suit or  proceeding)  is  asserted  by such  director,  officer  or
             controlling   person  in  connection  with  the  securities   being
             registered,  the  registrant  will,  unless in the  opinion  of its
             counsel  the matter  has been  settled  by  controlling  precedent,
             submit to a court of appropriate  jurisdiction the question whether
             such indemnification by it is against public policy as expressed in
             the Act and will be  governed  by the  final  adjudication  of such
             issue.

   
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 seventeen  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 Municipal Series Trust, Seligman New Jersey Municipal Fund,
            Inc.,  Seligman   Pennsylvania   Municipal  Fund  Series,   Seligman
            Portfolios,  Inc.,  Seligman Quality Municipal Fund, Inc.,  Seligman
            Select  Municipal Fund, Inc.,  Seligman Value Fund Series,  Inc. 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. 801-15798) on June 3, 1997.
    

<PAGE>
                                                                File No. 2-86008

PART C.  OTHER INFORMATION (continued)
         -----------------

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 Municipal Series Trust
          Seligman New Jersey Municipal Fund, Inc.
          Seligman Pennsylvania Municipal Fund Series
          Seligman Portfolios, Inc.
          Seligman Value Fund Series, Inc.
    

     (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 DECEMBER 31, 1997
                 (1)                                         (2)                                         (3)
         Name and Principal                         Positions and Offices                       Positions and Offices
          Business Address                            with Underwriter                             with Registrant
          ----------------                            ----------------                             ---------------
<S>     <C>                                          <C>                                          <C>
         WILLIAM C. MORRIS*                            Director                                    Chairman of the
                                                                                                   Board and Chief
                                                                                                   Executive Officer
         BRIAN T. ZINO*                                Director                                    President and
                                                                                                   Director
         RONALD T. SCHROEDER*                          Director                                    Director
         FRED E. BROWN*                                Director                                    Director
         WILLIAM H. HAZEN*                             Director                                    None
         THOMAS G. MOLES*                              Director                                    None
         DAVID F. STEIN*                               Director                                    None
         STEPHEN J. HODGDON*                           President and Director                      None
         CHARLES W. KADLEC*                            Chief Investment Strategist                 None
         LAWRENCE P. VOGEL*                            Senior Vice President, Finance              Vice President
         ED LYNCH*                                     Senior Vice President, Director             None
                                                       of Marketing
         MARK R. GORDON*                               Senior Vice President, Director             None
                                                       of Marketing
         GERALD I. CETRULO, III                        Senior Vice President of Sales              None
         140 West Parkway
         Pompton Plains, NJ  07444
         BRADLEY W. LARSON                             Senior Vice President of Sales              None
         367 Bryan Drive
         Alamo, CA  94526
         MICHELLE L. MCCANN                            Vice President, Manager, Retirement         None
                                                       Plans Marketing
         MICHAEL R. SANDERS                            Vice President, Product Manager             None
                                                       Managed Money Services
         CHARLES L. VON BREITENBACH, II*               Vice President, Product Manager             None
                                                       Managed Money Services
         ROBERT T. HAUSLER*                            Global Mutual Funds,                        None
                                                       Product Management
</TABLE>
    


<PAGE>
                                                                File No. 2-86008

PART C.  OTHER INFORMATION (continued)
         -----------------
<TABLE>
<CAPTION>
   
                        SELIGMAN FINANCIAL SERVICES, INC.
                             AS OF DECEMBER 31, 1997
                 (1)                                         (2)                                        (3)
         Name and Principal                         Positions and Offices                      Positions and Offices
          Business Address                            with Underwriter                            with Registrant
          ----------------                            ----------------                            ---------------
         <S>                                          <C>                                        <C>
         MARSHA E. JACOBY*                             Vice President, National Accounts           None
                                                       Manager
         WILLIAM W. JOHNSON*                           Vice President, Order Desk                  None
         TRACY A. SALOMON*                             Vice President, Retirement                  None
                                                       Marketing Manager
         HELEN SIMON*                                  Vice President, Sales                       None
                                                       Administration Manager
         J. BRERETON YOUNG*                            Vice President, Mutual Funds                None
                                                       Product Manager
         PETER J. CAMPAGNA                             Vice President, Regional Retirement         None
         1130 Green Meadow Court                       Plans Manager
         Acworth, GA  30102
         CHARLES E. WENZEL                             Vice President, Regional Retirement         None
         703 Greenwood Road                            Plans Manager
         Wilmington, DE  19807
         JAMES R. BESHER                               Regional Vice President                     None
         14000 Margaux Lane
         Town & Country, MO  63017
         RICHARD B. CALLAGHAN                          Regional Vice President                     None
         7821 Dakota Lane
         Orland Park, IL  60462
         BRADFORD C. DAVIS                             Regional Vice President                     None
         255 4th Avenue, #2
         Kirkland, WA  98033
         CHRISTOPHER J. DERRY                          Regional Vice President                     None
         2380 Mt. Lebanon Church Road
         Alvaton, KY  42122
         KENNETH DOUGHERTY                             Regional Vice President                     None
         8640 Finlarig Drive
         Dublin, OH  43017
         ANDREW DRALUCK                                Regional Vice President                     None
         4032 E. Williams Drive
         Phoenix, AZ  85024
         JONATHAN G. EVANS                             Senior Vice President of Sales              None
         222 Fairmont Way
         Ft. Lauderdale, FL  33326
         EDWARD S. FINOCCHIARO                         Regional Vice President                     None
         120 Screenhouse Lane
         Duxbury, MA  02332
         MICHAEL C. FORGEA                             Regional Vice President                     None
         32 W. Anapamu Street # 186
         Santa Barbara, CA  93101
         DAVID L. GARDNER                              Regional Vice President                     None
         2504 Clublake Trail
         McKinney, TX  75070
         CARLA A. GOEHRING                             Regional Vice President                     None
         11426 Long Pine
         Houston, TX  77077
    
</TABLE>

<PAGE>
                                                                File No. 2-86008
   
PART C.  OTHER INFORMATION (continued)
         -----------------
<TABLE>
<CAPTION>
                        SELIGMAN FINANCIAL SERVICES, INC.
                             AS OF DECEMBER 31, 1997

                 (1)                                         (2)                                        (3)
         Name and Principal                         Positions and Offices                     Positions and Offices
          Business Address                            with Underwriter                            with Registrant
          ----------------                            ----------------                            ---------------
<S>     <C>                                          <C>                                          <C>
         MARK LIEN                                     Regional Vice President                     None
         5904 Mimosa
         Sedalia, MO  65301
         JUDITH L. LYON                                Regional Vice President                     None
         163 Haynes Bridge Road, Ste 205
         Alpharetta, CA  30201
         DAVID L. MEYNCKE                              Regional Vice President                     None
         4718 Orange Grove Way
         Palm Harbor, FL  34684
         TIM O'CONNELL                                 Regional Vice President                     None
         14872 Summerbreeze Way
         San Diego, CA  92128
         THOMAS PARNELL                                Regional Vice President                     None
         5250 Greystone Drive  #107
         Inver Grove Heights, MN  55077
         JULIANA PERKINS                               Regional Vice President                     None
         2348 Adrian Street
         Newbury Park, CA  91320
         DAVID K. PETZKE                               Regional Vice President                     None
         2714 Winding Trail Place
         Boulder, CO  80304
         NICOLAS ROBERTS                               Regional Vice President                     None
         200 Broad Street, Apt. 2225
         Stamford, CT  06901
         DIANE H. SNOWDEN                              Regional Vice President                     None
         11 Thackery Lane
         Cherry Hill, NJ  08003
         BRUCE M. TUCKEY                               Senior Vice President of Sales              None
         41644 Chathman Drive
         Novi, MI  48375
         ANDREW S. VEASEY                              Senior Vice President of Sales              None
         14 Woodside
         Rumson, NJ  07760
         STEVE WILSON                                  Regional Vice President                     None
         83 Kaydeross Park
         Saratoga Springs, NY  12866
         KELLI A. WIRTH-DUMSER                         Regional Vice President                     None
         8618 Hornwood Court
         Charlotte, NC  28215
         FRANK J. NASTA*                               Secretary                                   Secretary
         AURELIA LACSAMANA*                            Treasurer                                   None
         JEFFREY S. DEAN*                              Assistant Vice President, Marketing         None
         SANDRA FLORIS*                                Assistant Vice President, Order Desk        None
         KEITH LANDRY*                                 Assistant Vice President, Order Desk        None
         GAIL S. CUSHING*                              Assistant Vice President,                   None
                                                       National Accounts Manager
         JOSEPH M. MCGILL*                             Assistant Vice President and                None
                                                       Compliance Officer
         JACK TALVY*                                   Assistant Vice President, Internal          None
                                                       Marketing Services Manager
         JOYCE PERESS*                                 Assistant Secretary                         None
</TABLE>
    
<PAGE>
                                                                File No. 2-86008

PART C.  OTHER INFORMATION (continued)
         -----------------


*  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
                           801 Pennsylvania
                           Kansas City, MO  64105 AND
                           Seligman Municipal 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, 1997, 1996 and 1995,
            the approximate cost of these services for each Series was:
    
<TABLE>
<CAPTION>

   
                                                      1997         1996        1995
                                                      ----         ----        ----
<S>                                                 <C>          <C>         <C>    
              National Municipal Series             $12,400      $13,300     $14,000
              Colorado Municipal Series               7,500        7,900       8,600
              Georgia Municipal Series                6,300        6,900       7,300
              Louisiana Municipal Series              4,800        5,100       5,500
              Maryland Municipal Series               7,800        8,200       8,600
              Massachusetts Municipal Series         13,100       13,900      14,800
              Michigan Municipal Series              19,500       18,900      19,800
              Minnesota Municipal Series             20,500       21,800      23,200
              Missouri Municipal Series               7,500        7,900       8,300
              New York Municipal Series               8,300        8,700       9,400
              Ohio Municipal Series                  19,600       20,600      21,700
              Oregon Municipal Series                 8,500        8,900       9,500
              South Carolina Municipal Series        11,800       12,800      13,900
    
</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  certifies that it meets all of
the requirements for effectiveness of this Post-Effective  Amendment pursuant to
Rule  485(b)  under  the  Securities  Act of  1933  and  has  duly  caused  this
Post-Effective  Amendment No. 31 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 27th day of January, 1998.


                                 SELIGMAN MUNICIPAL 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. 31 has been signed below by the following  persons
in the capacities indicated on January 27, 1998.

           SIGNATURE                          TITLE



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



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



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


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          )
Richard R. Schmaltz, Director       )
Robert L. Shafer, Director          )
James N. Whitson, Director          )


<PAGE>
                                                                File No. 2-86008

                      SELIGMAN MUNICIPAL FUND SERIES, INC.
                     Post-Effective Amendment No. 31 to the
                       Registration Statement on Form N-1A

                                  EXHIBIT INDEX

24 (b)(11)                  Consent of Independent Auditors

24 (b)(11)(a)               Opinion and Consent of Colorado Counsel

24 (b)(11)(b)               Opinion and Consent of Georgia Counsel

24 (b)(11)(c)               Opinion and Consent of Louisiana Counsel

24 (b)(11)(d)               Opinion and Consent of Maryland Counsel

24 (b)(11)(e)               Opinion and Consent of Massachusetts Counsel

24 (b)(11)(f)               Opinion and Consent of Michigan Counsel

24 (b)(11)(g)               Opinion and Consent of Minnesota Counsel

24 (b)(11)(h)               Opinion and Consent of Missouri Counsel

24 (b)(11)(i)               Opinion and Consent of New York Counsel

24 (b)(11)(j)               Opinion and Consent of Ohio Counsel

24 (b)(11)(k)               Opinion and Consent of Oregon Counsel

24 (b)(11)(l)               Opinion and Consent of South Carolina Counsel

24 (b)(17)                  Financial Data Schedules

Other Exhibits              Powers of Attorney







CONSENT OF INDEPENDENT AUDITORS

Seligman Municipal Fund Series, Inc.:

We  consent  to the  use in  Post-Effective  Amendment  No.  31 to  Registration
Statement  No.  2-86008 of our report dated  October 31, 1997,  appearing in the
Annual  Report  to   Shareholders   for  the  year  ended  September  30,  1997,
incorporated by reference in the Statement of Additional Information, and to the
reference  to us under the caption  "Financial  Highlights"  in the  Prospectus,
which is also part of such Registration Statement.



/s/ DELOITTE & TOUCHE LLP
- ----------------------------------
    DELOITTE & TOUCHE LLP


New York, New York
January 23, 1998




                       Ireland Stapleton Pryor Pascoe P.C.







                                January 14, 1998




Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017


          With respect to Post-Effective Amendment No. 31 to the Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Municipal Fund Series, Inc., formerly known as 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


                1675 Broadway, Suite 2600, Denver, Colorado 80202

                                 KING & SPALDING
                              101 Peachtree Street
                           Atlanta, Georgia 30303-1763



                                                                January 10, 1998




Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York 100017

Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 31 to the  Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Municipal Fund Series,  Inc., we have reviewed the material  relative to Georgia
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  "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





                                 Liskow & Lewis
                                Attorneys at Law
                                One Shell Square
                         701 Poydras Street, Suite 5000
                             New Orleans, Louisiana
                                December 2, 1997
                     Writer's Direct Dial No. (504) 556-4112



Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York 10017


Ladies and Gentlemen:

         You have requested our updated opinion with respect to certain
Louisiana income tax consequences of an investment in the Louisiana Municipal
Series of shares of the Seligman Municipal Fund Series, Inc. (the "Fund").

         In rendering the opinion contained herein, we have relied upon the
accuracy of the facts and representations previously provided to us as follows:

         The Fund is a diversified open-ended investment company incorporated in
Maryland on August 8, 1983, which is, and will maintain its status during all
relevant periods as a regulated investment company for federal income tax
purposes as defined in Section 851 of the Internal Revenue Code of 1986, as
amended, (the "Code").

         The Fund consists of several series, one of which is the Louisiana
Municipal Series ("Louisiana Series"). Under normal conditions, the Louisiana
Series attempts to invest 100%, and as a matter of fundamental policy, invests
at least 80% of the value of its net assets in debt securities the interest on
which is exempt from regular federal income


<PAGE>

January 20, 1998                                                  LISKOW & LEWIS
                                                                          Page 2

tax and Louisiana income tax. Such interest may, however, be subject to the
federal alternative minimum tax. In unusual circumstances, the Fund may invest
up to 20% of the value of its net assets on a temporary basis in fixed income
securities, the interest on which is subject to both federal and Louisiana
income tax, pending the investment or reinvestment of those assets in tax-exempt
securities or in order to avoid the necessity of liquidating portfolio
investments to meet redemptions of shares by investors or where market
conditions due to rising interest rates or other adverse factors warrant
temporary investing for defensive purposes.

         The Fund's net investment income is declared daily and paid to
shareholders monthly. The Fund distributes substantially all of any taxable net
long and short-term gains realized on investments to shareholders early in the
year following the year in which such gains are realized. The Louisiana Series
notifies its shareholders within sixty (60) days after the close of the year as
to the interest derived from securities which are exempt from Louisiana income
taxes.

         By Act 242 of the 1991 Regular Session of the Louisiana Legislature,
Louisiana Revised Statute 47:293(6) was amended by the addition of subparagraph
(d) which reads:

             (d) For the purposes of this Paragraph, income distributed
             by a trust, partnership, or mutual fund to an individual
             taxpayer shall retain the same character in his hands as
             it had in the hands of such distributor to the extent such
             income similarly retains it character for federal income
             tax purposes.

         For purposes of confirming the interpretation of this provision of law
by the Louisiana Department of Revenue (the "Department"), we have obtained an
updated ruling (the "Ruling") which acknowledges that to the extent
distributions from a fund such as the Fund, to resident individual-shareholders
are attributable to interest from obligations whose interest is exempt from
Louisiana income tax pursuant to Louisiana law or the income from which
Louisiana is prohibited from taxing by the Constitution or laws of the United
States, fund dividends will be considered Louisiana tax-exempt interest income
when received by the resident individual-shareholder.

         With respect to corporations, the amendment to La. R.S. 47:293 is not
clear, and for that reason, we also sought in the Ruling to obtain from the
Department its position as to the appropriate tax treatment of corporations
receiving distributions from a fund such as the Fund. Concerning corporations,
the Department has concluded that to the extent, for federal income tax
purposes, distributions from a fund such as the Fund retain


<PAGE>
January 20, 1998                                                  LISKOW & LEWIS
                                                                          Page 3



the same character in the hands of the recipient corporation as they had in the
hands of the fund, they will similarly retain their character for Louisiana
income tax purposes.

         We have further sought and obtained from the Department as part of the
Ruling the Department's position with respect to the income tax treatment of
income from a fund such as the Fund received by a trust or an estate. For
taxable periods beginning before January 1, 1997, the Department has concluded
that the law is not clear, although the Department is "inclined" to accept
similar treatment by trusts or estates of distributions from a fund such as the
Fund as would be afforded a trust or an estate under federal law. The Department
specifically reserved the right to consider and apply a different interpretation
at any time in the future.

         For taxable periods beginning after December 31, 1996, the Department
has concluded that to the extent, for federal income tax purposes, distributions
from a fund such as the Fund retain the same character in the hands of the
recipient trust or estate as they had in the hands of the fund, they will
similarly retain their character for Louisiana income tax purposes. This change
in the Department's conclusion is the result of specific legislation, Act 41 of
the 1996 Regular Session of the Louisiana Legislature, that conformed the
Louisiana income tax applicable to trusts and estates to the corresponding
provisions of the Code. Act 41 is effective for taxable periods beginning after
December 31, 1996.

         With regard to each type of possible shareholder in the Fund considered
by the Department, i.e., individual, corporation, trust, or estate, the
Department also stated that the change in fundamental investment policy made by
the Fund allowing it to invest in debt securities the interest from which could
be subject to the federal alternative minimum tax would not affect the
Department's opinion concerning the taxability of the Fund dividends in
Louisiana. Louisiana does not tax interest in a "specified private activity
bond," as defined in Code section 57(a)(5)(C), issued by the State of Louisiana
or its political or governmental subdivisions, its governmental agencies, or
instrumentalities authorized under the laws of the State of Louisiana to issue
tax-exempt obligations.

         We understand that the Department has not issued a written policy
setting forth the right of a taxpayer to rely on a private ruling; nor has the
Department issued a formal written policy stating the conditions under which the
Department may revoke or attempt to revoke a private ruling, and whether such
revocation would be retroactively or prospectively applied. Accordingly, there
can be no assurance that the Department will not issue a formal written policy
in the future which is contrary to its current practices with respect to its
adherence to its private rulings.

<PAGE>
January 20, 1998                                                  LISKOW & LEWIS
                                                                          Page 4


         Subject to the foregoing and based on the Ruling, it is our opinion
that to the extent distributions from the Fund to its Louisiana resident
individual shareholders and corporate shareholders, and for tax periods
beginning after December 31, 1996, to trust or estate shareholders, are
attributable to exempt interest generated from tax-exempt obligations of the
State of Louisiana or its political or governmental subdivisions, its
governmental agencies, or instrumentalities authorized under the laws of the
State of Louisiana to issue tax-exempt obligations ("Louisiana Tax-Exempt
Obligations"), such exempt interest will not be included in an individual's
adjusted gross income within the definition of La. R.S. 47:293, or a
corporation's gross income, or a trust's or estate's gross income, nor will it
constitute taxable income of a corporation, a trust, an estate, or a resident
individual within the definition of La. R.S. 47:293. As a result of the
application of the relevant Louisiana statutes, distributions received from the
Fund by a corporation, a resident individual, a trust, or an estate (for trusts
and estates, for taxable periods beginning after December 31, 1996) will not be
subject to Louisiana income tax to the extent such distributions are
attributable to the interest earned on Louisiana Tax-Exempt Obligations. To the
extent that the distributions under the Louisiana Series are derived from
sources other than interest on Louisiana Tax-Exempt Obligations, including long
term or short term capital gains, such distributions will be subject to
Louisiana income tax except to the extent Louisiana is prohibited from taxing
such distributions by the Constitution or laws of the United States.

         Because of the uncertainty in the law and the unwillingness of the
Department to commit itself to a binding position, we render no opinion with
respect to the Louisiana tax treatment of distributions from the Fund received
by a trust or an estate for taxable periods beginning before January 1, 1997.

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

         No opinion is expressed herein with respect to the legality or the
enforceability of any future policies or changes in policies of the Department
in connection with the binding effect of its private letter rulings.

         You have not requested and accordingly, we are not rendering any
opinion with respect to Louisiana franchise, ad valorem, excise, sales, use, or
other taxes other than Louisiana state income taxes applicable to dividend
distributions from Louisiana Tax-Exempt Obligations to shareholders who are
individuals, corporations, trusts, and estates.

<PAGE>
January 20, 1998                                                  LISKOW & LEWIS
                                                                          Page 5


         This opinion is rendered as of the date hereof, and we make no
undertakings to supplement our opinion with facts or circumstances which come to
our attention or changes in the law, rules, regulations or administrative
policies which may affect such opinions.

         We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 31 to the Fund Registration Statement filed with
the Securities and Exchange Commission by or on behalf of the Fund in connection
with the Louisiana Series and to the reference to our firm name therein. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                                      Very truly yours,

                                      LISKOW & LEWIS


                                      By: /s/ ROBERT S. ANGELICO
                                         -----------------------------
                                              Roberty S. Angelico

                        Venable, Baetjer and Howard, LLP
                          Two Hopkins Plaza, Suite 1800
                         Baltimore, Maryland 21201-2978



                                             December 19, 1997


J. W. Seligman & Co., Incorporated
100 Park Avenue
New York, NY  10017

         Re:  SELIGMAN MUNICIPAL FUND SERIES, INC.
              ------------------------------------

Gentlemen:

         We have acted as special Maryland counsel for Seligman Municipal Fund
Series, Inc., a Maryland corporation (the "Fund"). As described in the
prospectus of the Fund, the Fund is an open-end, management investment company,
commonly called a mutual fund, which offers separate series of shares, one of
which is the Maryland Municipal Series (the "Maryland Series").

         You have advised us that the Maryland Series intends to qualify as a
"regulated investment company" under Part I of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). We express no opinion as to
whether the Maryland Fund qualifies as a regulated investment company under Part
I of Subchapter M of the Code, and we have not been furnished with any IRS
ruling letter or opinion of counsel as to the status of the Maryland Series as a
regulated investment company.

         In rendering our opinion, we have assumed that the Maryland Series
qualifies as a regulated investment company under Part I of Subchapter M of the
Code and that dividends paid by the Maryland Series and designated as
exempt-interest dividends as required by Section 852(b)(5) of the Code will
qualify as interest excludable from a shareholder's gross income for federal
income tax purposes under Section 103 of the Code. In addition, we have assumed
that the obligations that are acquired by the Maryland Series have been or will
be issued in strict compliance with all requirements of Maryland law and, where
applicable, Federal law.

         Section 10-203 of the Tax-General Article of the Annotated Code of
Maryland establishes the rule that an individual's Maryland adjusted gross
income is the "individual's federal adjusted gross income" with certain
modifications. For this purpose, the term "individual" is defined to generally
include fiduciaries. Md. Code Ann., Tax-General Article ss. 10-101(e). Sections
10-301 and 10-304 of the Tax-General 

<PAGE>
J. W. Seligman & Co., Incorporated
December 19, 1997
Page 2


Article of the Annotated Code of Maryland provide that a corporation's Maryland
taxable income is its federal taxable income for the taxable year with certain
modifications. Thus, exempt-interest dividends paid by the Maryland Series and
excludable from federal adjusted gross income under sections 852 and 103(a) of
the Code, are exempt from Maryland state and local income taxes absent a
modification provision to the contrary.

         Exempt-interest dividends paid by the Maryland Series and attributable
to Maryland obligations are not an addition to federal adjusted gross income and
are, therefore, exempt from Maryland income taxation. SEE Income Tax Division
Administrative Release No. 5 (October 1, 1995), Md. Tax Rep. P. 13-005 (CCH);
SEE ALSO, Opinion of the Attorney General, Opinion No. 83-050, 68 Op. Att'y.
Gen. 410 (1983) (income derived from interest on Maryland obligations owned by a
mutual fund receives "pass-through" treatment and, as a result, is exempt from
Maryland income taxation when received by a shareholder of the mutual fund).
However, section 10-204(b) of the Tax-General Article provides that in computing
Maryland adjusted gross income, there is added to Federal adjusted gross income
"interest or dividends, less related expenses, attributable to an obligation or
security of: (1) another state; or (2) a political subdivision or authority of
another state." The same addition applies to corporations. Section 10-305(d)(1)
of the Tax-General Article. Accordingly, interest on obligations of states other
than Maryland is subject to Maryland income taxation, whereas interest on
Maryland obligations is exempt from taxation.

         If included in federal adjusted gross income, interest or dividends
attributable to an obligation of the United States or an obligation of an
authority, commission, instrumentality, possession or territory of the United
States is subtracted from federal adjusted gross income of a resident to
determine Maryland adjusted gross income. Section 10-207(c) of the Tax-General
Article. The same subtraction applies to corporations. Section 10-307(f) of the
Tax-General Article. This subtraction applies to a distribution or dividend by a
mutual fund of interest or dividends attributable to a United States government
obligation. Section 10-207(c-1) of the Tax-General Article. SEE ALSO COMPTROLLER
V. FIRST UNITED BANK, 578 A.2d 192 (Md. 1990) (applying federal law). The same
subtraction applies to corporations. Section 10-307(g)(4) of the Tax-General
Article. Thus, interest or dividends from the Maryland Series attributable to an
obligation of the United States or an obligation of an authority, commission,
instrumentality, possession or territory of the United States will be exempt
from Maryland state and local income taxes.

<PAGE>
J. W. Seligman & Co., Incorporated
December 19, 1997
Page 3


         Section 10-207(i) of the Tax-General Article provides that "profit
realized from the sale or exchange of a bond issued by the State or a political
subdivision of the State" is subtracted from federal adjusted gross income to
determine Maryland adjusted gross income. The same subtraction applies to
corporations. Section 10-307(g)(1) of the Tax-General Article. This subtraction
applies to a distribution or dividend by a mutual fund attributable to profit
realized from the sale or exchange of a bond issued by Maryland or a political
subdivision of Maryland. Income Tax Division Administrative Release No. 5
(October 1, 1995) Md. Tax Rep. P. 13-005 (CCH). In DONESKI V. COMPTROLLER, 605
A.2d 649 (Md. Ct. Spec. App. 1991), CERT. DENIED, 610 A.2d 796 (Md. 1992), CERT.
DENIED, 506 U.S. 1054 (1993), the Maryland Court of Special Appeals held that
the Maryland treatment of the gain from the sale of U.S. Government obligations
must parallel the treatment of gain from the sale of similar Maryland
obligations. For these purposes, a U.S. Government obligation does not include
obligations issued by the District of Columbia, a territory or possession of the
United States, or a department, agency, instrumentality, or political
subdivision of the District, territory, or possession. 31 U.S.C. ss.3124(b).
Thus, the portion of exempt interest dividends that represents gain from the
sale or exchange of a bond issued by Maryland or a political subdivision of
Maryland or the United States Government will be subtracted from federal
adjusted gross income to determine a shareholder's Maryland taxable income.

         In COMPTROLLER V. FIRST UNITED BANK & TRUST, 578 A.2d 192 (Md. 1990),
the Maryland Court of Appeals held that a repurchase agreement concerning United
States obligations is in substance a loan from a mutual fund, secured by a
pledge of the United States obligations. ID. at 201. The income realized on a
repurchase agreement is therefore not earned on United States government
obligations and will be subject to Maryland income tax.

         Gain realized by a shareholder from the sale or other disposition of
his shares of the Maryland Fund is taxable for federal income tax purposes.
Maryland provides no subtraction for such gains. Therefore, the gain realized
upon the sale or other disposition of shares of the Maryland Fund is taxable for
Maryland income tax purposes.

         Under section 265(a)(2) and (4) of the Code, interest on indebtedness
incurred or continued to purchase or carry obligations distributing tax-exempt
interest or shares of a "regulated investment company" paying exempt-interest
dividends is not deductible for Federal income tax purposes. Maryland law does
not provide a subtraction for interest on such indebtedness.

<PAGE>
J. W. Seligman & Co., Incorporated
December 19, 1997
Page 4


         Maryland presently imposes income tax on individuals on certain items
of tax preference. Section 10-205(f) provides that 50% of the sum of certain tax
preference items (as defined in Section 10-222) is added to the federal adjusted
gross income of a resident to determine Maryland adjusted gross income. Tax
preference items are generally defined to include items defined under Section 57
of the Internal Revenue Code, with certain modifications and exclusions,
including interest attributable to obligations of the State of Maryland and a
political subdivision or authority of the State.

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

         1. Holders of the Maryland Series who are subject to Maryland state and
local income tax will not be subject to tax in Maryland on Maryland Series
dividends 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 which
are attributable to interest on (i) tax-exempt obligations of the State of
Maryland or its political subdivisions or authorities, (ii) interest on
obligations of the United States or an authority, commission, instrumentality,
possession or territory of the United States, or (iii) gain realized by the
Maryland Series from the sale or exchange of bonds issued by Maryland, a
political subdivision of Maryland or the United States Government (excluding
obligations issued by the District of Columbia, a territory or possession of the
United States or a department, agency, instrumentality or political subdivision
of the District of Columbia, a territory or possession).

         2. To the extent that distributions of the Maryland Series are
attributable to sources other than those described above, such as (i) interest
on obligations issued by states other than Maryland or (ii) income from
repurchase contracts, such distributions will not be exempt from Maryland state
and local income taxes. In addition, gain realized by a shareholder upon a
redemption or exchange of Maryland Series shares will be subject to Maryland
taxation.

         3. Interest on indebtedness incurred (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.

<PAGE>
J. W. Seligman & Co., Incorporated
December 19, 1997
Page 5


                  This  letter  is  not to be  construed  as a  prediction  of a
favorable tax treatment except as expressly  stated herein,  or as a guaranty of
any tax result, or as a guaranty that a Maryland state taxing authority will not
differ with our conclusions or raise other questions or issues upon audit, or as
a guaranty that any such action may not be judicially sustained.

                  We have not  examined  any of the assets to be  purchased  and
held by the Maryland  Series,  and express no opinion as to whether the interest
on any such  assets  would  in fact be tax  exempt  if  directly  received  by a
shareholder;  nor have we made any  review of the  proceedings  relating  to the
issuance of Maryland or non-Maryland obligations.

                  We hereby  consent to the filing of this opinion as an exhibit
to the  Registration  Statement  and to  the  reference  to  our  firm  in  such
Registration  Statement  and the  prospectus  included  therein.  In giving such
consent we do not thereby admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933, as amended,  and
the rules and regulations thereunder.


                               Very truly yours,

                               /s/ VENABLE, BAETJER AND HOWARD, LLP
                               ------------------------------------------
                                   Venable, Baetjer and Howard, LLP


                                 Palmer & Dodge
               One Beacon Street, Boston, Massachusetts 02108-3190


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

                                December 1, 1997





Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

         With respect to Post-Effective Amendment No. 31 to the Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Municipal 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
                                                     ---------------------------
                                                         Palmer & Dodge





     DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN
                  COUNSELLORS AT LAW
           500 WOODWARD AVENUE, SUITE 4000
               DETROIT, MICHIGAN 48226-3425           BLOOMFIELD HILLS, MICHIGAN
                TELEPHONE (313) 223-3500                       LANSING, MICHIGAN
                FACSIMILE (313) 223-3598                  GRAND RAPIDS, MICHIGAN
                                                                WASHINGTON, D.C.
                                                               CHICAGO, ILLINOIS
            http://www.dickinson-wright.com




                                January 26, 1998




Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 31 to the  Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Municipal Fund Series,  Inc., we have reviewed the material relative to Michigan
Taxes in the  Registration  Statement.  Subject to such  review,  our opinion as
delivered  to you and as  filed  with the  Securities  and  Exchange  Commission
remains unchanged.

         We  consent  to  the  filing  of  this  consent  as an  exhibit  to the
Registration  Statement and to the  reference to us under the heading  "Michigan
Taxes."  In giving  such  consent,  we do not  thereby  admit that we are in the
category of persons whose consent is required  under Section 7 of the Securities
Act of 1933, as amended.

                               Very truly yours,

                               /s/ DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN
                               -------------------------------------------------
                               Dickinson, Wright, Moon, Van Dusen & Freeman



TDH/kh




                               Faegre & Benson LLP
                  2200 Norwest Center, 90 South Seventh Street
                        Minneapolis, Minnesota 55402-3901

                                January 25, 1998

Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York 10017

Dear Sir or Madam:

         We are Minnesota tax counsel to Seligman Municipal 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 Municipal Class of
exempt-interest dividends that are payable with respect to shares of the
Minnesota Municipal 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 Municipal 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
Municipal Class, is, and

<PAGE>
Seligman Municipal Fund Series, Inc.
January 25, 1998
Page 2

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 Municipal 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
Municipal 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 Municipal Class, and has made payments to the
shareholders of the Minnesota Municipal Class, so as to meet the 95% test that
is set forth below, whether based on a fiscal or a calendar year basis. We have
relied, for purposes of this opinion, upon the statements in the documents that
we have reviewed and upon all of the representations that have been made to us,
but have made no independent investigation thereof, and express no opinion with
respect thereto.

         Minn. Stat. ss.290.01, subd. 19, provides that the starting point for
the computation of Minnesota taxable income is federal taxable income, to which
various additions, subtractions, and modifications are then made. Minn. Stat.
ss.290.01, subd. 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 

<PAGE>
Seligman Municipal Fund Series, Inc.
January 25, 1998
Page 3

                  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 Municipal Class are
derived from  interest  income on  obligations  of the State of Minnesota or its
political or governmental subdivisions, municipalities, governmental 

<PAGE>
Seligman Municipal Fund Series, Inc.
January 25, 1998
Page 4


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

         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 in 1995 denied certiorari in a case in which an Ohio court
upheld an exemption for interest income on


- --------
    1    It  should  be  noted  that  interest   income  that  is  derived  from
         obligations  held through  repurchase  agreements,  even though derived
         from the specified  obligations the interest income from which would be
         exempt,  will not qualify under these rules, and any dividends that are
         attributable to such interest will be subject to the regular  Minnesota
         personal income tax.

<PAGE>
Seligman Municipal Fund Series, Inc.
January 15, 1998
Page 5

obligations of Ohio governmental issuers, even though interest income on
obligations of non-Ohio governmental issuers was subject to tax. In 1997, the
United States Supreme Court denied certiorari in a subsequent case from Ohio,
involving the same taxpayer and the same issue, in which the Ohio Supreme Court
refused to reconsider the merits of the case on the ground that the previous
final state court judgment barred any claim arising out of the transaction that
was the subject of the previous action. 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



<PAGE>
Seligman Municipal Fund Series, Inc.
January 15, 1998
Page 6


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 Municipal 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.

         Subject to certain limitations that are set forth in the Minnesota
rules, Minnesota Municipal 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 Municipal 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 Municipal Class are not excluded in determining
the Minnesota franchise tax on corporations that is measured by taxable income
and alternative minimum taxable income. Minnesota Municipal 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
Municipal 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 


<PAGE>
Seligman Municipal Fund Series, Inc.
January 25, 1998
Page 7


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 27, 1998, 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 LLP
                                        ---------------------------
                                            FAEGRE & BENSON LLP
BAA:dac




                                   Bryan Cave
                           3500 One Kansas City Place
                                1200 Main Street
                        Kansas City, Missouri 64105-2100

                                January 13, 1998




Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 30 of the  Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Fund Series,  Inc., we have reviewed the material  relative to Missouri Taxes in
the Registration Statement.  Subject to such review, our opinion as delivered to
you and as filed with the Securities and Exchange Commission remains unchanged.

         We  consent  to  the  filing  of  this  consent  as an  exhibit  to the
Registration  Statement and to the  reference to us under the heading  "Missouri
Taxes."  In giving  such  consent,  we do not  thereby  admit that we are in the
category of persons whose consent is required  under Section 7 of the Securities
Act of 1933, as amended.

                                             Sincerely yours,

                                             /s/ BRYAN CAVE LLP
                                             ---------------------------
                                                 Bryan Cave LLP


                      Seligman Municipal Fund Series, Inc.
                               Sullivan & Cromwell
                                125 Broad Street
                          New York, New York 10004-2498
                                 (212) 558-4000



                                                                January 27, 1998



Seligman Municipal Fund Series, Inc.,
100 Park Avenue, 8th Floor,
New York, New York 10017.

Ladies and Gentlemen:

              We have acted as counsel to Seligman Municipal 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
Municipal 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 and 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
<PAGE>

Seligman Municipal Fund Series, Inc.                                         -2-


from gross income for Federal income tax purposes, such as interest on bonds
issued by the Government of Puerto Rico and exempt pursuant to Section 745 of
Title 48 of the United States Code.

              In connection with this opinion, we have assumed with your consent
that the New York Series of the Fund is a regulated investment company taxable
under 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 the 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 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 any state other than New
York or a 

<PAGE>

Seligman Municipal Fund Series, Inc.                                         -3-


political subdivision of any such state. Such dividends would include, for
example, dividends derived from qualifying interest on obligations issued by the
Government of Puerto Rico.

              In this regard, we have reviewed the Notices of the New York State
Income Tax Bureau, dated February 18, 1977 and March 7, 1977, expressing the
view that not only "exempt-interest dividends" derived from obligations of other
states and their political subdivisions but all "exempt-interest dividends"
which are attributable to interest on obligations of any issuer other than New
York State or one of its political subdivisions (such as obligations issued by
the Government of Puerto Rico) must be added to Federal adjusted gross income.
Insofar as these Notices conflict with the regulations, which were adopted after
the 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,

                                         /s/ Sullivan & Cromwell
                                         -----------------------------
                                             Sullivan & Cromwell





                            Squire, Sanders & Dempsey
                                       LLP
                               Counsellors at Law
                                 4900 Key Tower
                                127 Public Square
                           Cleveland, Ohio 44114-1304

                                January 10, 1998





Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017

               Re:  Ohio Municipal Series
                    Post-Effective Amendment No. 31
                    -------------------------------

Ladies and Gentlemen:

               You have  requested our opinion as to the Ohio tax aspects of the
Ohio Municipal Series ("Ohio Series"),  which is part of the Seligman  Municipal
Fund  Series,   Inc.   (the  "Fund").   We   understand   that  the  Fund  is  a
non-diversified, open-end management company organized as a Maryland corporation
in August, 1983. The Fund's articles of incorporation, as amended, (i) authorize
a number of different  classes of common stock,  one of which is designated  the
Ohio Series,  and (ii) provide that all consideration  received by the Fund from
the issue or sale of shares of each class, together with all investments of such
consideration,  all  income,  earnings  and  profits  thereon,  and all funds or
payments  allocated  thereto  by the  Board  of  Directors  of the  Fund,  shall
irrevocably belong to such class,  subject only to the liabilities of that class
and to the rights of creditors of the Fund.

               We  understand  that the Ohio  Series will  invest  primarily  in
interest-bearing  obligations  issued  by or on  behalf  of the  State  of Ohio,
political  subdivisions thereof and agencies and  instrumentalities of the State
or its political  subdivisions ("Ohio  Obligations"),  and by the governments of
Puerto Rico, the Virgin Islands and Guam and their authorities or municipalities
("Territorial Obligations," and, together with Ohio Obligations, "Obligations").

<PAGE>
Seligman Municipal Fund Series, Inc.
January    , 1998
Page 2


We further understand that, based on the opinion of bond counsel with respect to
each issue of Obligations held or to be held by the Ohio Series, rendered on the
date of issuance  thereof,  interest  on each such issue is excluded  from gross
income for federal  income tax  purposes  under  Section  103(a) of the Internal
Revenue Code of 1986, as amended (the  "Code"),  its  statutory  predecessor  or
other  provisions  of federal law,  provided  that certain  representations  are
accurate and certain covenants are satisfied.

               We understand that the Ohio Series intends to continue to qualify
as a  "regulated  investment  company"  within the meaning of Section 851 of the
Code,  and to pay  "exempt-interest  dividends"  within  the  meaning of Section
852(b) of the Code, I.E.,  dividends that are excludable from the  shareholders'
gross income for federal  income tax purposes.  We have assumed for the purposes
of this opinion that the Ohio Series qualifies and will continue to qualify as a
regulated  investment  company within the meaning of Section 851 of the Code and
that at all times at least 50  percent  of the value of the total  assets of the
Ohio Series will consist of Ohio  Obligations,  or similar  obligations of other
states or their subdivisions (but not including,  for this purpose,  Territorial
Obligations).

               Based  upon  the  foregoing  and  upon  an  examination  of  such
documents  and an  investigation  of such other matters of law as we have deemed
necessary, we are of the opinion that under existing law:

               1. The Ohio Series is not subject to the Ohio personal income tax
or municipal  or school  district  income taxes in Ohio.  The Ohio Series is not
subject to the Ohio corporation franchise tax or the Ohio dealers in intangibles
tax,  provided  that, if the Ohio Series has a sufficient  nexus to the State of
Ohio to be subject to Ohio taxation, such entity shall be exempt from such taxes
only if it timely complies with the annual filing requirement of Section 5733.09
of the Ohio  Revised  Code.  The Ohio Tax  Commissioner  has waived  this annual
filing  requirement  for every year since 1990, the first tax year to which such
requirement applied.

               2.  Shareholders  who are subject to the Ohio personal income tax
or municipal or school district income taxes in Ohio will not be subject to such
taxes  on   distributions   with   respect   to  shares   of  the  Ohio   Series
("Distributions")   that  are   properly   attributable   to  interest  on  Ohio
Obligations.

               3. Shareholders who are subject to the Ohio corporation franchise
tax  computed  on the net  income  basis  will  not be  subject  to such  tax on
Distributions   to  the  extent  that  such   Distributions   (a)  are  properly
attributable  to interest on Ohio  Obligations,  (b) represent  "exempt-interest
dividends" for federal income tax purposes, or (c) are described in both (a) and
(b). Shares of the Ohio Series will be included in a Shareholder's  tax base for
purposes of computing the Ohio corporation franchise tax on the net worth basis.

<PAGE>
Seligman Municipal Fund Series, Inc.
January    , 1998
Page 3

               4.  Shareholders who are subject to the Ohio personal income tax,
the  Ohio  corporation  franchise  tax  computed  on the net  income  basis,  or
municipal  or school  district  income taxes in Ohio will not be subject to such
taxes  on  Distributions  of  profit  made  on  the  sale,  exchange,  or  other
disposition  of Ohio  Obligations,  including  Distributions  of  "capital  gain
dividends,"  as  defined  in  Section   852(b)(3)(C)   of  the  Code,   properly
attributable to the sale, exchange, or other disposition of Ohio Obligations.

               5. Distributions properly attributable to interest on Territorial
Obligations  the  interest on which is exempt from state  income taxes under the
laws of the United  States are exempt from the Ohio  personal  income  tax,  and
municipal and school district income taxes in Ohio, and,  provided such interest
is excluded from gross income for federal income tax purposes, are excluded from
the net income base of the Ohio corporation franchise tax.

               6. Distributions  properly  attributable to proceeds of insurance
paid to the Ohio Series that represent maturing or matured interest on defaulted
Obligations  held by the Ohio Series and that are excluded from gross income for
federal  income tax  purposes are exempt from the Ohio  personal  income tax and
municipal and school  district  income taxes in Ohio,  and are excluded from the
net income base of the Ohio corporation franchise tax.

               We have not examined any of the obligations to be acquired by the
Ohio  Series and  express no opinion as to whether  such  obligations,  interest
thereon or gain from the sale or other  disposition  thereof  are in fact exempt
from any federal or Ohio taxes.

                              Respectfully submitted,

                              /s/ SQUIRE, SANDERS & DEMPSEY L.L.P.
                              ---------------------------------------
                                  Squire, Sanders & Dempsey L.L.P.



<PAGE>
Seligman Municipal Fund Series, Inc.
January    , 1998
Page 4



                            Squire, Sanders & Dempsey
                                       LLP
                               Counsellors at Law
                                 4900 Key Tower
                                127 Public Square
                           Cleveland, Ohio 44114-1304


                                             January 10, 1998



Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York  10017

    Re:  Seligman Municipal Fund Series, Inc. -- Post-Effective Amendment No. 31
         -----------------------------------------------------------------------

Ladies and Gentlemen:

               We have acted as Ohio tax counsel with respect to Post  Effective
Amendment No. 31 to the Registration Statement (the "Registration Statement") on
Form N-1A for Seligman  Municipal  Fund Series,  Inc.  (the  "Fund").  We hereby
consent  to the  filing  of this  letter  as an  exhibit  to  such  Registration
Statement  and to the  reference  to our firm under the  caption  "Taxes -- Ohio
Taxes" in the Prospectus that is a part of the Registration Statement. In giving
such consent,  we do not thereby  acknowledge that we are within the category of
persons whose consent is required by Section 7 of the Securities Act of 1933, as
amended, and the rules and regulations thereunder.

                          Very truly yours,

                          /s/ Squire, Sanders & Dempsey L.L.P.
                          -----------------------------------------
                              Squire, Sanders & Dempsey L.L.P.


SCHWABE                                         PACWEST CENTER, SUITES 1600-1800
WILLIAMSON           1211 SOUTHWEST FIFTH AVENUE |X| PORTLAND, OREGON 97204-3795
& WYATT    TELEPHONE: 503 222-9981 |X| FAX: 503 796-2900 |X| TELEX: 650-686-1360

      ROY D. LAMBERT

                P.C.
    ATTORNEYS AT LAW


                                                 November 25, 1997



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.


                                    PORTLAND
                                     OREGON
                                  503 222-9981

                                       |X|
                                     SEATTLE
                                   WASHINGTON
                                  206 622-1711

                                       |X|
                                    VANCOUVER
                                   WASHINGTON
                                  360 694-7551

                                       |X|
                                   WASHINGTON
                              DISTRICT OF COLUMBIA
                                  202 624-8901


<PAGE>


                 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.

                  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:


                           SCHWABE WILLIAMSON & WYATT
<PAGE>

                3)       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

                4)       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.

                  We hereby consent to the filing of this opinion as an exhibit
to your Post-Effective Amendment No. 31 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

                              Sinkler & Boyd, P.A.
                                Attorneys at Law
                               The Palmetto Center
                          1426 Main Street, Suite 1200
                       Columbia, South Carolina 29201-2834


                                                 November 19, 1997




Seligman Municipal Fund Series, Inc.
100 Park Avenue
New York, New York 100017

Ladies and Gentlemen:

         With respect to  Post-Effective  Amendment  No. 31 to the  Registration
Statement on Form N-1A under the Securities Act of 1933, as amended, of Seligman
Municipal  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, PA
                                           ----------------------------
                                               Sinkler & Boyd, PA




                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.




                                /s/ JOHN R. GALVIN (L.S.)
                                ---------------------------------
                                    John R. Galvin



<PAGE>

                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
her   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in her name and stead, in her capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.





                                /s/ ALICE S. ILCHMAN (L.S.)
                                ---------------------------------
                                    Alice S. Ilchman


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.




                                /s/ FRANK A. MCPHERSON (L.S.)
                                ---------------------------------
                                    Frank A. McPherson



<PAGE>



                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.




                                /s/ JOHN E. MEROW (L.S.)
                                ---------------------------------
                                    John E. Merow


<PAGE>



                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
her   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in her name and stead, in her capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.




                                /s/ BETSY S. MICHEL (L.S.)
                                ---------------------------------
                                    Betsy S. Michel



<PAGE>



                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.



                                /s/ WILLIAM C. MORRIS (L.S.)
                                ---------------------------------
                                    William C. Morris



<PAGE>



                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 20th day of November, 1997.



                                /s/JAMES C. PITNEY (L.S.)
                                ---------------------------------
                                   James C. Pitney



<PAGE>



                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.




                                /s/ JAMES Q. RIORDAN (L.S.)
                                ---------------------------------
                                    James Q. Riordan



<PAGE>



                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.




                                /s/ RICHARD R. SCHMALTZ (L.S.)
                                ---------------------------------
                                    Richard R. Schmaltz




<PAGE>



                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.



                                /s/ ROBERT L. SHAFER (L.S.)
                                ---------------------------------
                                    Robert L. Shafer



<PAGE>



                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.



                                /s/ JAMES N. WHITSON (L.S.)
                                ---------------------------------
                                    James N. Whitson



<PAGE>



                                POWER OF ATTORNEY




KNOW ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  of  SELIGMAN
MUNICIPAL FUND SERIES, INC., a Maryland corporation, which proposes to file with
the Securities and Exchange Commission an Amendment to Registration Statement on
Form N-1A and further amendments thereto, as necessary, under the Securities Act
of 1933 and the Investment  Company Act of 1940, as amended,  hereby constitutes
and appoints William C. Morris and Brian T. Zino, and each of them individually,
his   attorneys-in-fact   and  agent,   with  full  power  of  substitution  and
resubstitution,  for in his name and stead, in his capacity as such director, to
sign and file such  Amendment to  Registration  Statement or further  amendments
thereto,  and any and all  applications  or other documents to be filed with the
Securities  and  Exchange  Commission  pertaining  thereto,  with full power and
authority to do and perform all acts and things  requisite  and  necessary to be
done on the premises.

Executed this 18th day of September, 1997.



                                /s/ BRIAN T. ZINO (L.S.)
                                ---------------------------------
                                    Brian T. Zino




<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
        <NUMBER>011          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-NATIONAL CL A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            92748
<INVESTMENTS-AT-VALUE>                           97942
<RECEIVABLES>                                     1544
<ASSETS-OTHER>                                     645
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  100131
<PAYABLE-FOR-SECURITIES>                             0   
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          371
<TOTAL-LIABILITIES>                                371
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         97501
<SHARES-COMMON-STOCK>                            12169<F1>
<SHARES-COMMON-PRIOR>                            12821<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (2935)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          5194
<NET-ASSETS>                                     97481<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 5720<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (813)<F1>
<NET-INVESTMENT-INCOME>                           4907<F1>
<REALIZED-GAINS-CURRENT>                           278
<APPREC-INCREASE-CURRENT>                         3753
<NET-CHANGE-FROM-OPS>                             9106
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (4907)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1074<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2069)<F1>
<SHARES-REINVESTED>                                343<F1>
<NET-CHANGE-IN-ASSETS>                          (3833)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (3213) 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              486<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    813<F1>
<AVERAGE-NET-ASSETS>                             97236<F1>
<PER-SHARE-NAV-BEGIN>                             7.70<F1>
<PER-SHARE-NII>                                    .39<F1>
<PER-SHARE-GAIN-APPREC>                            .31<F1>
<PER-SHARE-DIVIDEND>                             (.39)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.01<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>014          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-NATIONAL CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            92748
<INVESTMENTS-AT-VALUE>                           97942
<RECEIVABLES>                                     1544
<ASSETS-OTHER>                                     645
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  100131
<PAYABLE-FOR-SECURITIES>                             0   
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          371
<TOTAL-LIABILITIES>                                371
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         97501
<SHARES-COMMON-STOCK>                              284<F1>
<SHARES-COMMON-PRIOR>                              627<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (2935)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          5194
<NET-ASSETS>                                      2279<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  239<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (71)<F1>
<NET-INVESTMENT-INCOME>                            168<F1>
<REALIZED-GAINS-CURRENT>                           278
<APPREC-INCREASE-CURRENT>                         3753 
<NET-CHANGE-FROM-OPS>                             9106
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (168)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           4667<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (5024)<F1>
<SHARES-REINVESTED>                                 14<F1>
<NET-CHANGE-IN-ASSETS>                          (3833)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (3213) 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               21<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     71<F1>
<AVERAGE-NET-ASSETS>                              4039<F1>
<PER-SHARE-NAV-BEGIN>                             7.70<F1>
<PER-SHARE-NII>                                    .32<F1>
<PER-SHARE-GAIN-APPREC>                            .32<F1>
<PER-SHARE-DIVIDEND>                             (.32)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.02<F1>
<EXPENSE-RATIO>                                   1.75<F1>     
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
        <NUMBER>091          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES - COLORADO CL A
<MULTIPLIER> 1000
       
<S>                                               <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            46050
<INVESTMENTS-AT-VALUE>                           49177
<RECEIVABLES>                                      923
<ASSETS-OTHER>                                     130
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   50230
<PAYABLE-FOR-SECURITIES>                             0   
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          212
<TOTAL-LIABILITIES>                                212
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         48224
<SHARES-COMMON-STOCK>                             6707<F1>
<SHARES-COMMON-PRIOR>                             7193<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (1333)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3127
<NET-ASSETS>                                     49780<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3002<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (459)<F1>
<NET-INVESTMENT-INCOME>                           2543<F1>
<REALIZED-GAINS-CURRENT>                        (1295)
<APPREC-INCREASE-CURRENT>                         2352
<NET-CHANGE-FROM-OPS>                             3610
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2543)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            493<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1168)<F1>
<SHARES-REINVESTED>                                189<F1>
<NET-CHANGE-IN-ASSETS>                          (2532)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         (38)  
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              254<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    459<F1>
<AVERAGE-NET-ASSETS>                             50708<F1>
<PER-SHARE-NAV-BEGIN>                             7.27<F1>
<PER-SHARE-NII>                                    .37<F1>
<PER-SHARE-GAIN-APPREC>                            .15<F1>
<PER-SHARE-DIVIDEND>                             (.37)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.42<F1>
<EXPENSE-RATIO>                                    .90<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>094          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES - COLORADO CL D
<MULTIPLIER> 1000
       
<S>                                              <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            46050
<INVESTMENTS-AT-VALUE>                           49177
<RECEIVABLES>                                      923
<ASSETS-OTHER>                                     130
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   50230
<PAYABLE-FOR-SECURITIES>                             0   
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          212
<TOTAL-LIABILITIES>                                212
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         48224
<SHARES-COMMON-STOCK>                               32<F1>
<SHARES-COMMON-PRIOR>                               35<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (1333)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3127
<NET-ASSETS>                                       238<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   15<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (5)<F1>
<NET-INVESTMENT-INCOME>                             10<F1>
<REALIZED-GAINS-CURRENT>                        (1295)
<APPREC-INCREASE-CURRENT>                         2352
<NET-CHANGE-FROM-OPS>                             3610
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (10)<F1>
<DISTRIBUTIONS-OF-GAINS>                             1<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              6<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (10)<F1>
<SHARES-REINVESTED>                                  1<F1>
<NET-CHANGE-IN-ASSETS>                          (2532)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         (38)  
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                1<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      5<F1>
<AVERAGE-NET-ASSETS>                               252<F1>
<PER-SHARE-NAV-BEGIN>                             7.27<F1>
<PER-SHARE-NII>                                    .30<F1>
<PER-SHARE-GAIN-APPREC>                            .15<F1>
<PER-SHARE-DIVIDEND>                             (.30)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.42<F1>
<EXPENSE-RATIO>                                   1.81<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
        <NUMBER>131          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-GEORGIA CL A
<MULTIPLIER> 1000
       
<S>                                            <C>
<PERIOD-TYPE>                                  12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            49302
<INVESTMENTS-AT-VALUE>                           52418
<RECEIVABLES>                                      912
<ASSETS-OTHER>                                     105 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   53435
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          181
<TOTAL-LIABILITIES>                                181
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         50029
<SHARES-COMMON-STOCK>                             6236<F1>
<SHARES-COMMON-PRIOR>                             6482<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            109
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3116
<NET-ASSETS>                                     50614<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 2851<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (445)<F1>
<NET-INVESTMENT-INCOME>                           2406<F1>
<REALIZED-GAINS-CURRENT>                           118
<APPREC-INCREASE-CURRENT>                         1648
<NET-CHANGE-FROM-OPS>                             4263
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2406)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (180)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            542<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1006)<F1>
<SHARES-REINVESTED>                                218<F1>
<NET-CHANGE-IN-ASSETS>                            (68)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          179
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              250<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    445<F1>
<AVERAGE-NET-ASSETS>                             49914<F1>
<PER-SHARE-NAV-BEGIN>                             7.87<F1>
<PER-SHARE-NII>                                    .38<F1>
<PER-SHARE-GAIN-APPREC>                            .28<F1>
<PER-SHARE-DIVIDEND>                             (.38)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.03)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.12<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>134          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-GEORGIA CL D
<MULTIPLIER> 1000
       
<S>                                               <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            49302
<INVESTMENTS-AT-VALUE>                           52418
<RECEIVABLES>                                      912
<ASSETS-OTHER>                                     105 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   53435
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          181
<TOTAL-LIABILITIES>                                181
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         50029
<SHARES-COMMON-STOCK>                              324<F1>
<SHARES-COMMON-PRIOR>                              295<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            109
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3116
<NET-ASSETS>                                      2640<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  132<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (41)<F1>
<NET-INVESTMENT-INCOME>                             91<F1>
<REALIZED-GAINS-CURRENT>                           118
<APPREC-INCREASE-CURRENT>                         1648
<NET-CHANGE-FROM-OPS>                             4263
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (91)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (7)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            139<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (119)<F1>
<SHARES-REINVESTED>                                 10<F1>
<NET-CHANGE-IN-ASSETS>                            (68)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          179
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               11<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     41<F1>
<AVERAGE-NET-ASSETS>                              2315<F1>
<PER-SHARE-NAV-BEGIN>                             7.88<F1>
<PER-SHARE-NII>                                    .31<F1>
<PER-SHARE-GAIN-APPREC>                            .28<F1>
<PER-SHARE-DIVIDEND>                             (.31)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.03)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.13<F1>
<EXPENSE-RATIO>                                   1.79<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 MUNICIPAL FUND SERIES-LOUISIANA CL A
<MULTIPLIER> 1000
       
<S>                                                <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            52197
<INVESTMENTS-AT-VALUE>                           55561
<RECEIVABLES>                                     1247
<ASSETS-OTHER>                                     125 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   56933
<PAYABLE-FOR-SECURITIES>                             0      
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          225
<TOTAL-LIABILITIES>                                225
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         53250
<SHARES-COMMON-STOCK>                             6790<F1>
<SHARES-COMMON-PRIOR>                             7014<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             93
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3364
<NET-ASSETS>                                     56199<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3349<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (484)<F1>
<NET-INVESTMENT-INCOME>                           2865<F1>
<REALIZED-GAINS-CURRENT>                            96
<APPREC-INCREASE-CURRENT>                         1423
<NET-CHANGE-FROM-OPS>                             4401
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2865)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (753)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            184<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (651)<F1>
<SHARES-REINVESTED>                                243<F1>
<NET-CHANGE-IN-ASSETS>                           (946)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          755
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              282<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    484<F1>
<AVERAGE-NET-ASSETS>                             56376<F1>
<PER-SHARE-NAV-BEGIN>                             8.16<F1>
<PER-SHARE-NII>                                    .41<F1>
<PER-SHARE-GAIN-APPREC>                            .23<F1>
<PER-SHARE-DIVIDEND>                             (.41)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.11)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.28<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>074          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-LOUISIANA CL D
<MULTIPLIER> 1000
       
<S>                                                <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            52197
<INVESTMENTS-AT-VALUE>                           55561
<RECEIVABLES>                                     1247
<ASSETS-OTHER>                                     125 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   56933
<PAYABLE-FOR-SECURITIES>                             0      
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          225
<TOTAL-LIABILITIES>                                225
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         53250
<SHARES-COMMON-STOCK>                               61<F1>
<SHARES-COMMON-PRIOR>                               48<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             93
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3364
<NET-ASSETS>                                       509<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   24<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (7)<F1>
<NET-INVESTMENT-INCOME>                             17<F1>
<REALIZED-GAINS-CURRENT>                            96
<APPREC-INCREASE-CURRENT>                         1423
<NET-CHANGE-FROM-OPS>                             4401
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (17)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (5)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             16<F1>
<NUMBER-OF-SHARES-REDEEMED>                        (4)<F1>
<SHARES-REINVESTED>                                  1<F1>
<NET-CHANGE-IN-ASSETS>                           (946)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          755
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                2<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      7<F1>
<AVERAGE-NET-ASSETS>                               401<F1>
<PER-SHARE-NAV-BEGIN>                             8.16<F1>
<PER-SHARE-NII>                                    .34<F1>
<PER-SHARE-GAIN-APPREC>                            .22<F1>
<PER-SHARE-DIVIDEND>                             (.34)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.11)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.27<F1>
<EXPENSE-RATIO>                                   1.76<F1>         
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>

     
<ARTICLE> 6
<SERIES>
        <NUMBER>081          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MARYLAND CL A
<MULTIPLIER> 1000
       
<S>                                                <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            50452
<INVESTMENTS-AT-VALUE>                           53534
<RECEIVABLES>                                      966
<ASSETS-OTHER>                                     346 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   54846
<PAYABLE-FOR-SECURITIES>                             0        
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          234
<TOTAL-LIABILITIES>                                234
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         51210
<SHARES-COMMON-STOCK>                             6452<F1>
<SHARES-COMMON-PRIOR>                             6765<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            320 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3082
<NET-ASSETS>                                     52549<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3128<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (480)<F1>
<NET-INVESTMENT-INCOME>                           2648<F1>
<REALIZED-GAINS-CURRENT>                           384
<APPREC-INCREASE-CURRENT>                          952
<NET-CHANGE-FROM-OPS>                             4065
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2648)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (281)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            255<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (786)<F1>
<SHARES-REINVESTED>                                218<F1>
<NET-CHANGE-IN-ASSETS>                          (1477)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          228
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              265<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    480<F1>
<AVERAGE-NET-ASSETS>                             53098<F1>
<PER-SHARE-NAV-BEGIN>                             7.99<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .19<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.04)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.14<F1>
<EXPENSE-RATIO>                                    .90<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 MUNICIPAL FUND SERIES-MARYLAND CL D
<MULTIPLIER> 1000
       
<S>                                                <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            50452
<INVESTMENTS-AT-VALUE>                           53534
<RECEIVABLES>                                      966
<ASSETS-OTHER>                                     346 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   54846
<PAYABLE-FOR-SECURITIES>                             0        
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          234
<TOTAL-LIABILITIES>                                234
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         51210
<SHARES-COMMON-STOCK>                              253<F1>
<SHARES-COMMON-PRIOR>                              256<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            320 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          3082
<NET-ASSETS>                                      2063<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  117<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (36)<F1>
<NET-INVESTMENT-INCOME>                             81<F1>
<REALIZED-GAINS-CURRENT>                           384
<APPREC-INCREASE-CURRENT>                          952
<NET-CHANGE-FROM-OPS>                             4065
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (81)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (11)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             64<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (77)<F1>
<SHARES-REINVESTED>                                 10<F1>
<NET-CHANGE-IN-ASSETS>                          (1477)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          228
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               10<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     36<F1>
<AVERAGE-NET-ASSETS>                              1982<F1>
<PER-SHARE-NAV-BEGIN>                             7.99<F1>
<PER-SHARE-NII>                                    .33<F1>
<PER-SHARE-GAIN-APPREC>                            .20<F1>
<PER-SHARE-DIVIDEND>                             (.33)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.04)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.15<F1>
<EXPENSE-RATIO>                                   1.81<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
        <NUMBER>021          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MASSACHUSETTS CL A
<MULTIPLIER> 1000
       
<S>                                                <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           105385
<INVESTMENTS-AT-VALUE>                          109948
<RECEIVABLES>                                     1713
<ASSETS-OTHER>                                      96 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  111757
<PAYABLE-FOR-SECURITIES>                             0        
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          501
<TOTAL-LIABILITIES>                                501
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        105393
<SHARES-COMMON-STOCK>                            13766<F1>
<SHARES-COMMON-PRIOR>                            14004<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1300 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          4563
<NET-ASSETS>                                    110011<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6429<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (912)<F1>
<NET-INVESTMENT-INCOME>                           5517<F1>
<REALIZED-GAINS-CURRENT>                          1305
<APPREC-INCREASE-CURRENT>                         1868   
<NET-CHANGE-FROM-OPS>                             8747
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (5517)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (1069)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1832<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2589)<F1>
<SHARES-REINVESTED>                                519<F1>
<NET-CHANGE-IN-ASSETS>                            (21)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1078
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              545<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    912<F1>
<AVERAGE-NET-ASSETS>                            109002<F1>
<PER-SHARE-NAV-BEGIN>                             7.85<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .22<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.08)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.99<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>024          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MASSACHUSETTS CL D
<MULTIPLIER> 1000
       
<S>                                              <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           105385
<INVESTMENTS-AT-VALUE>                          109948
<RECEIVABLES>                                     1713
<ASSETS-OTHER>                                      96 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  111757
<PAYABLE-FOR-SECURITIES>                             0        
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          501
<TOTAL-LIABILITIES>                                501
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        105393
<SHARES-COMMON-STOCK>                              156<F1>
<SHARES-COMMON-PRIOR>                              179<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1300 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          4563
<NET-ASSETS>                                      1245<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   82<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (24)<F1>
<NET-INVESTMENT-INCOME>                             58<F1>
<REALIZED-GAINS-CURRENT>                          1305
<APPREC-INCREASE-CURRENT>                         1868   
<NET-CHANGE-FROM-OPS>                             8747
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (58)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (14)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             38<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (66)<F1>
<SHARES-REINVESTED>                                  5<F1>
<NET-CHANGE-IN-ASSETS>                            (21)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1078
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                7<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     24<F1>
<AVERAGE-NET-ASSETS>                              1389<F1>
<PER-SHARE-NAV-BEGIN>                             7.84<F1>
<PER-SHARE-NII>                                    .33<F1>
<PER-SHARE-GAIN-APPREC>                            .23<F1>
<PER-SHARE-DIVIDEND>                             (.33)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.08)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.99<F1>
<EXPENSE-RATIO>                                   1.74<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
        <NUMBER>031          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MICHIGAN CL A
<MULTIPLIER> 1000
       
<S>                                          <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           134630
<INVESTMENTS-AT-VALUE>                          142865
<RECEIVABLES>                                     2783
<ASSETS-OTHER>                                      82 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  145730
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          515
<TOTAL-LIABILITIES>                                515
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        135727
<SHARES-COMMON-STOCK>                            16680<F1>
<SHARES-COMMON-PRIOR>                            17517<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1253 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          8235
<NET-ASSETS>                                    143370<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 8600<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (1172)<F1>
<NET-INVESTMENT-INCOME>                           7428<F1>
<REALIZED-GAINS-CURRENT>                          1259
<APPREC-INCREASE-CURRENT>                         2653   
<NET-CHANGE-FROM-OPS>                            11407
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (7428)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (1581)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1678<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (3184)<F1>
<SHARES-REINVESTED>                                669<F1>
<NET-CHANGE-IN-ASSETS>                          (4449)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1593
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              723<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1173<F1>
<AVERAGE-NET-ASSETS>                            144746<F1>
<PER-SHARE-NAV-BEGIN>                             8.46<F1>
<PER-SHARE-NII>                                    .43<F1>
<PER-SHARE-GAIN-APPREC>                            .23<F1>
<PER-SHARE-DIVIDEND>                             (.43)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.09)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.60<F1>
<EXPENSE-RATIO>                                    .81<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 MUNICIPAL FUND SERIES-MICHIGAN CL D
<MULTIPLIER> 1000
       
<S>                                          <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           142865
<INVESTMENTS-AT-VALUE>                          134630
<RECEIVABLES>                                     3583
<ASSETS-OTHER>                                      82 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  145730
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          515
<TOTAL-LIABILITIES>                                515
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        135727
<SHARES-COMMON-STOCK>                              215<F1>
<SHARES-COMMON-PRIOR>                              176<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1253 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          8235
<NET-ASSETS>                                      1845<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   94<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (27)<F1>
<NET-INVESTMENT-INCOME>                             67<F1>
<REALIZED-GAINS-CURRENT>                          1259
<APPREC-INCREASE-CURRENT>                         2653   
<NET-CHANGE-FROM-OPS>                            11407
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (67)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (18)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            114<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (82)<F1>
<SHARES-REINVESTED>                                  7<F1>
<NET-CHANGE-IN-ASSETS>                          (4449)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1593
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                8<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     27<F1>
<AVERAGE-NET-ASSETS>                              1588<F1>
<PER-SHARE-NAV-BEGIN>                             8.45<F1>
<PER-SHARE-NII>                                    .36<F1>
<PER-SHARE-GAIN-APPREC>                            .23<F1>
<PER-SHARE-DIVIDEND>                             (.36)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.09)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.59<F1>
<EXPENSE-RATIO>                                   1.71<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 MUNICIPAL FUND SERIES-MINNESOTA SERIES CL A
<MULTIPLIER> 1000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           114879
<INVESTMENTS-AT-VALUE>                          121950
<RECEIVABLES>                                     1813
<ASSETS-OTHER>                                     150 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  123913
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          440
<TOTAL-LIABILITIES>                                440
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        117083
<SHARES-COMMON-STOCK>                            15619<F1>
<SHARES-COMMON-PRIOR>                            16423<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (681) 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7071
<NET-ASSETS>                                    121674<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 7511<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (1054)<F1>
<NET-INVESTMENT-INCOME>                           6457<F1>
<REALIZED-GAINS-CURRENT>                           758
<APPREC-INCREASE-CURRENT>                          979   
<NET-CHANGE-FROM-OPS>                             8275
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (6457)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            753<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2127)<F1>
<SHARES-REINVESTED>                                570<F1>
<NET-CHANGE-IN-ASSETS>                          (4736) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (1439)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              620<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1054<F1>
<AVERAGE-NET-ASSETS>                            124051<F1>
<PER-SHARE-NAV-BEGIN>                             7.68<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .11<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.79<F1>
<EXPENSE-RATIO>                                    .85<F1>         
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
        <NUMBER>044          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MINNESOTA SERIES CL D
<MULTIPLIER> 1000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           114879
<INVESTMENTS-AT-VALUE>                          121950
<RECEIVABLES>                                     1813
<ASSETS-OTHER>                                     150 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  123913
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          440
<TOTAL-LIABILITIES>                                440
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        117083
<SHARES-COMMON-STOCK>                              231<F1>
<SHARES-COMMON-PRIOR>                              265<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (681) 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7071
<NET-ASSETS>                                      1799<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  115<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (33)<F1>
<NET-INVESTMENT-INCOME>                             82<F1>
<REALIZED-GAINS-CURRENT>                           758
<APPREC-INCREASE-CURRENT>                          979   
<NET-CHANGE-FROM-OPS>                             8275
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (82)<F1>
<DISTRIBUTIONS-OF-GAINS>                             0<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              7<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (70)<F1>
<SHARES-REINVESTED>                                 29<F1>
<NET-CHANGE-IN-ASSETS>                          (4736) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (1439)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               10<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     33<F1>
<AVERAGE-NET-ASSETS>                              1903<F1>
<PER-SHARE-NAV-BEGIN>                             7.68<F1>
<PER-SHARE-NII>                                    .33<F1>
<PER-SHARE-GAIN-APPREC>                            .11<F1>
<PER-SHARE-DIVIDEND>                             (.33)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.79<F1>
<EXPENSE-RATIO>                                   1.75<F1>         
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
        <NUMBER>101          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MISSOURI CL A
<MULTIPLIER> 1000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            49549
<INVESTMENTS-AT-VALUE>                           52069
<RECEIVABLES>                                     1285
<ASSETS-OTHER>                                      78 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   53432
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          192
<TOTAL-LIABILITIES>                                192
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         50335
<SHARES-COMMON-STOCK>                             6749<F1>
<SHARES-COMMON-PRIOR>                             6474<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            385 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          2520
<NET-ASSETS>                                     52766<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3028<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (465)<F1>
<NET-INVESTMENT-INCOME>                           2563<F1>
<REALIZED-GAINS-CURRENT>                           390
<APPREC-INCREASE-CURRENT>                          900     
<NET-CHANGE-FROM-OPS>                             3873
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2563)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (542)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            754<F1>
<NUMBER-OF-SHARES-REDEEMED>                      (686)<F1>
<SHARES-REINVESTED>                                207<F1>
<NET-CHANGE-IN-ASSETS>                            2733 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          543
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              261<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    465<F1>
<AVERAGE-NET-ASSETS>                             52057<F1>
<PER-SHARE-NAV-BEGIN>                             7.71<F1>
<PER-SHARE-NII>                                    .38<F1>
<PER-SHARE-GAIN-APPREC>                            .19<F1>
<PER-SHARE-DIVIDEND>                             (.38)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.08)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.82<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>104          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-MISSOURI CL D
<MULTIPLIER> 1000
       
<S>                                          <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            49549
<INVESTMENTS-AT-VALUE>                           52069
<RECEIVABLES>                                     1285
<ASSETS-OTHER>                                      78 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   53432
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          192
<TOTAL-LIABILITIES>                                192
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         50335
<SHARES-COMMON-STOCK>                               61<F1>
<SHARES-COMMON-PRIOR>                               73<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            385 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          2520
<NET-ASSETS>                                       474<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   29<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (9)<F1>
<NET-INVESTMENT-INCOME>                             20<F1>
<REALIZED-GAINS-CURRENT>                           390
<APPREC-INCREASE-CURRENT>                          900     
<NET-CHANGE-FROM-OPS>                             3873
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (20)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (6)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              5<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (20)<F1>
<SHARES-REINVESTED>                                  3<F1>
<NET-CHANGE-IN-ASSETS>                            2733 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          543
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                2<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      9<F1>
<AVERAGE-NET-ASSETS>                               490<F1>
<PER-SHARE-NAV-BEGIN>                             7.72<F1>
<PER-SHARE-NII>                                    .31<F1>
<PER-SHARE-GAIN-APPREC>                            .18<F1>
<PER-SHARE-DIVIDEND>                             (.31)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.08)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.82<F1>
<EXPENSE-RATIO>                                   1.80<F1>          
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
        <NUMBER>051          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-NEW YORK CL A
<MULTIPLIER> 1000
       
<S>                                         <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            78316
<INVESTMENTS-AT-VALUE>                           83986
<RECEIVABLES>                                     1291
<ASSETS-OTHER>                                     132 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   85410
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          310
<TOTAL-LIABILITIES>                                310
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         79231
<SHARES-COMMON-STOCK>                            10086<F1>
<SHARES-COMMON-PRIOR>                            10372<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            199 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          5670
<NET-ASSETS>                                     83528<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 4850<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (674)<F1>
<NET-INVESTMENT-INCOME>                           4176<F1>
<REALIZED-GAINS-CURRENT>                           200
<APPREC-INCREASE-CURRENT>                         3172     
<NET-CHANGE-FROM-OPS>                             7600
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (4176)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (213)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1027<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1635)<F1>
<SHARES-REINVESTED>                                322<F1>
<NET-CHANGE-IN-ASSETS>                            1228 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          215
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              411<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    674<F1>
<AVERAGE-NET-ASSETS>                             82069<F1>
<PER-SHARE-NAV-BEGIN>                             7.98<F1>
<PER-SHARE-NII>                                    .41<F1>
<PER-SHARE-GAIN-APPREC>                            .32<F1>
<PER-SHARE-DIVIDEND>                             (.41)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.02)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.28<F1>
<EXPENSE-RATIO>                                    .82<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 MUNICIPAL FUND SERIES-NEW YORK CL D
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                  12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            78316
<INVESTMENTS-AT-VALUE>                           83986
<RECEIVABLES>                                     1291
<ASSETS-OTHER>                                     132 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   85410
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          310
<TOTAL-LIABILITIES>                                310
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         79231
<SHARES-COMMON-STOCK>                              190<F1>
<SHARES-COMMON-PRIOR>                              144<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            199 
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          5670
<NET-ASSETS>                                      1572<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   75<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (22)<F1>
<NET-INVESTMENT-INCOME>                             53<F1>
<REALIZED-GAINS-CURRENT>                           200
<APPREC-INCREASE-CURRENT>                         3172     
<NET-CHANGE-FROM-OPS>                             7600
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (53)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (3)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             54<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (13)<F1>
<SHARES-REINVESTED>                                  5<F1>
<NET-CHANGE-IN-ASSETS>                            1228 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          215
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                6<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     22<F1>
<AVERAGE-NET-ASSETS>                              1257<F1>
<PER-SHARE-NAV-BEGIN>                             7.98<F1>
<PER-SHARE-NII>                                    .34<F1>
<PER-SHARE-GAIN-APPREC>                            .33<F1>
<PER-SHARE-DIVIDEND>                             (.34)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.02)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.29<F1>
<EXPENSE-RATIO>                                   1.73<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 MUNICIPAL FUND SERIES-OHIO CL A
<MULTIPLIER> 1000
       
<S>                                                 <C>
<PERIOD-TYPE>                               12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           144226
<INVESTMENTS-AT-VALUE>                          1153467
<RECEIVABLES>                                     2702
<ASSETS-OTHER>                                      81 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  156250
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          671
<TOTAL-LIABILITIES>                                671
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        145296
<SHARES-COMMON-STOCK>                            18862<F1>
<SHARES-COMMON-PRIOR>                            20051<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1042 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          9241
<NET-ASSETS>                                    154419<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 9385<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (1267)<F1>
<NET-INVESTMENT-INCOME>                           8118<F1>
<REALIZED-GAINS-CURRENT>                          1052
<APPREC-INCREASE-CURRENT>                         2122     
<NET-CHANGE-FROM-OPS>                            11335
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (8118)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (1383)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            548<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2495)<F1>
<SHARES-REINVESTED>                                758<F1>
<NET-CHANGE-IN-ASSETS>                          (7674) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1381
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              782<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1267<F1>
<AVERAGE-NET-ASSETS>                            156501<F1>
<PER-SHARE-NAV-BEGIN>                             8.09<F1>
<PER-SHARE-NII>                                    .42<F1>
<PER-SHARE-GAIN-APPREC>                            .17<F1>
<PER-SHARE-DIVIDEND>                             (.42)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.19<F1>
<EXPENSE-RATIO>                                    .81<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 MUNICIPAL FUND SERIES-OHIO CL D
<MULTIPLIER> 1000
       
<S>                                       <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           144226
<INVESTMENTS-AT-VALUE>                          153467
<RECEIVABLES>                                     2702
<ASSETS-OTHER>                                      81 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  156250
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          671
<TOTAL-LIABILITIES>                                671
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        145296
<SHARES-COMMON-STOCK>                              141<F1>
<SHARES-COMMON-PRIOR>                              124<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1042 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          9241
<NET-ASSETS>                                      1160<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   60<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (17)<F1>
<NET-INVESTMENT-INCOME>                             43<F1>
<REALIZED-GAINS-CURRENT>                          1052
<APPREC-INCREASE-CURRENT>                         2122     
<NET-CHANGE-FROM-OPS>                            11335
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (43)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (8)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             45<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (34)<F1>
<SHARES-REINVESTED>                                  6<F1>
<NET-CHANGE-IN-ASSETS>                          (7674) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1381
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                5<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     17<F1>
<AVERAGE-NET-ASSETS>                               994<F1>
<PER-SHARE-NAV-BEGIN>                             8.13<F1>
<PER-SHARE-NII>                                    .35<F1>
<PER-SHARE-GAIN-APPREC>                            .17<F1>
<PER-SHARE-DIVIDEND>                             (.35)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.07)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.23<F1>
<EXPENSE-RATIO>                                   1.71<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 MUNICIPAL FUND SERIES-OREGON CL A
<MULTIPLIER> 1000
       
<S>                                       <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            53026
<INVESTMENTS-AT-VALUE>                           55744
<RECEIVABLES>                                     1070
<ASSETS-OTHER>                                     285 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   57099
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          182
<TOTAL-LIABILITIES>                                182
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         53481
<SHARES-COMMON-STOCK>                             7016<F1>
<SHARES-COMMON-PRIOR>                             7499<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            718 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          2718
<NET-ASSETS>                                     55239<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 3212<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (499)<F1>
<NET-INVESTMENT-INCOME>                           2713<F1>
<REALIZED-GAINS-CURRENT>                           748
<APPREC-INCREASE-CURRENT>                         1208     
<NET-CHANGE-FROM-OPS>                             4728
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (2713)<F1>
<DISTRIBUTIONS-OF-GAINS>                         (305)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            270<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1006)<F1>
<SHARES-REINVESTED>                                253<F1>
<NET-CHANGE-IN-ASSETS>                          (1968) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          282
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              278<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    499<F1>
<AVERAGE-NET-ASSETS>                             55547<F1>
<PER-SHARE-NAV-BEGIN>                             7.65<F1>
<PER-SHARE-NII>                                    .38<F1>
<PER-SHARE-GAIN-APPREC>                            .26<F1>
<PER-SHARE-DIVIDEND>                             (.38)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.04)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.87<F1>
<EXPENSE-RATIO>                                    .90<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 MUNICIPAL FUND SERIES-OREGON CL D
<MULTIPLIER> 1000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            53026
<INVESTMENTS-AT-VALUE>                           55744
<RECEIVABLES>                                     1070
<ASSETS-OTHER>                                     285 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   57099
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          182
<TOTAL-LIABILITIES>                                182
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         53481
<SHARES-COMMON-STOCK>                              213<F1>
<SHARES-COMMON-PRIOR>                              201<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            718 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          2718
<NET-ASSETS>                                      1678<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   85<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (26)<F1>
<NET-INVESTMENT-INCOME>                             59<F1>
<REALIZED-GAINS-CURRENT>                           748
<APPREC-INCREASE-CURRENT>                         1208     
<NET-CHANGE-FROM-OPS>                             4728
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (59)<F1>
<DISTRIBUTIONS-OF-GAINS>                           (8)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             81<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (75)<F1>
<SHARES-REINVESTED>                                  6<F1>
<NET-CHANGE-IN-ASSETS>                          (1968) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          282
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                7<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     26<F1>
<AVERAGE-NET-ASSETS>                              1478<F1>
<PER-SHARE-NAV-BEGIN>                             7.64<F1>
<PER-SHARE-NII>                                    .31<F1>
<PER-SHARE-GAIN-APPREC>                            .27<F1>
<PER-SHARE-DIVIDEND>                             (.31)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.04)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.87<F1>
<EXPENSE-RATIO>                                   1.80<F1>            
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
        <NUMBER>151          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-SOUTH CAROLINA CL A
<MULTIPLIER> 1000
       
<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            97379
<INVESTMENTS-AT-VALUE>                          103262
<RECEIVABLES>                                     1713
<ASSETS-OTHER>                                     102 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  105077
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          396
<TOTAL-LIABILITIES>                                396  
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         98348
<SHARES-COMMON-STOCK>                            12375<F1>
<SHARES-COMMON-PRIOR>                            13400<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            450 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          5883
<NET-ASSETS>                                    101018<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6112<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (872)<F1>
<NET-INVESTMENT-INCOME>                           5240<F1>
<REALIZED-GAINS-CURRENT>                           452
<APPREC-INCREASE-CURRENT>                         2382     
<NET-CHANGE-FROM-OPS>                             8205
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (5240)<F1>
<DISTRIBUTIONS-OF-GAINS>                        (1668)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            621<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (2188)<F1>
<SHARES-REINVESTED>                                542<F1>
<NET-CHANGE-IN-ASSETS>                          (6196) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1708
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              519<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    872<F1>
<AVERAGE-NET-ASSETS>                            103907<F1>
<PER-SHARE-NAV-BEGIN>                             8.07<F1>
<PER-SHARE-NII>                                    .40<F1>
<PER-SHARE-GAIN-APPREC>                            .22<F1>
<PER-SHARE-DIVIDEND>                             (.40)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.13)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.16<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>154          
        <NAME> SELIGMAN MUNICIPAL FUND SERIES-SOUTH CAROLINA CL D
<MULTIPLIER> 1000
       
<S>                                       <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            97379
<INVESTMENTS-AT-VALUE>                          103262
<RECEIVABLES>                                     2913
<ASSETS-OTHER>                                     102 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  105077
<PAYABLE-FOR-SECURITIES>                             0     
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          396
<TOTAL-LIABILITIES>                                396  
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         98348
<SHARES-COMMON-STOCK>                              449<F1>
<SHARES-COMMON-PRIOR>                              337<F1>
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            450 
<OVERDISTRIBUTION-GAINS>                             0   
<ACCUM-APPREC-OR-DEPREC>                          5883
<NET-ASSETS>                                      3663<F1>
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  186<F1>
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (55)<F1>
<NET-INVESTMENT-INCOME>                            131<F1>
<REALIZED-GAINS-CURRENT>                           452
<APPREC-INCREASE-CURRENT>                         2382     
<NET-CHANGE-FROM-OPS>                             8205
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (131)<F1>
<DISTRIBUTIONS-OF-GAINS>                          (42)<F1>
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            160<F1>
<NUMBER-OF-SHARES-REDEEMED>                       (67)<F1>
<SHARES-REINVESTED>                                 19<F1>
<NET-CHANGE-IN-ASSETS>                          (6196) 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1708
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               16<F1>
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     55<F1>
<AVERAGE-NET-ASSETS>                              3168<F1>
<PER-SHARE-NAV-BEGIN>                             8.06<F1>
<PER-SHARE-NII>                                    .33<F1>
<PER-SHARE-GAIN-APPREC>                            .23<F1>
<PER-SHARE-DIVIDEND>                             (.33)<F1>
<PER-SHARE-DISTRIBUTIONS>                        (.13)<F1>
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.16<F1>
<EXPENSE-RATIO>                                   1.74<F1> 
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
        


</TABLE>


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